| I.     | SHAREHOLDER’S      MEETING.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|   | .01      Annual Meetings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | The      annual meeting of the shareholders of this Corporation, for the purpose of      election of Directors and for such other business as may come before it,      shall be held at the registered office of the Corporation, or such other      places, either within or without the State of Nevada, as may be designated      by the notice of the meeting, on the first week in October of each and      every year, at 1:00 p.m., commencing in 2009 but in case such day shall be      a legal holiday, the meeting shall be held at the same hour and place on      the next succeeding day not a holiday.                                                                                                                                                                                                              |
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|   | .02      Special Meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|   | Special      meetings of the shareholders of this Corporation may be called at any time      by the holders of ten percent (10%) of the voting shares of the      Corporation, or by the President, or by the Board of Directors or a      majority thereof. No business shall be transacted at any special meeting      of shareholders except as is specified in the notice calling for said      meeting. The Board of Directors may designate any place, either within or      without the State of Nevada, as the place of any special meeting called by      the president or the Board of Directors, and special meetings called at      the request of shareholders shall be held at such place in the State of      Nevada, as may be determined by the Board of Directors and placed in the      notice of such meeting. |
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|   | .03      Notice of Meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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|   | Written      notice of annual or special meetings of shareholders stating the place,      day, and hour of the meeting and, in the case of a special meeting, the      purpose or purposes for which the meeting is called shall be given by the      secretary or persons authorized to call the meeting to each shareholder of      record entitled to vote at the meeting. Such notice shall be given not      less than ten (10) nor more than fifty (50) days prior to the date of the      meeting, and such notice shall be deemed to be delivered when deposited in      the United States mail addressed to the shareholder at his/her address as      it appears on the stock transfer books of the  Corporation.                                                                                                        |
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|   | .04      Waiver of Notice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | Notice      of the time, place, and purpose of any meeting may be waived in writing      and will be waived by any shareholder by his/her attendance thereat in      person or by proxy. Any shareholder so waiving shall be bound by the      proceedings of any such meeting in all respects as if due notice thereof      had been given.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

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|   | .05      Quorum and Adjourned Meetings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | A      majority of the outstanding shares of the Corporation entitled to vote,      represented in person or by proxy, shall constitute a quorum at a meeting      of shareholders. A majority of the shares represented at a meeting, even      if less than a quorum, may adjourn the meeting from time to time without      further notice. At such adjourned meeting at which a quorum shall be      present or represented, any business may be transacted which might have      been transacted at the meeting as originally notified. The shareholders      present at a duly organized meeting may continue to transact business      until adjournment, notwithstanding the withdrawal of enough shareholders      to leave less than a quorum. |
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|   | .06      Proxies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | At      all meetings of shareholders, a shareholder may vote by proxy executed in      writing by the shareholder or by his/her duly authorized attorney in fact.      Such proxy shall be filed with the secretary of the Corporation before or      at the time of the meeting. No proxy shall be valid after eleven (11)      months from the date of its execution, unless otherwise provided in the      proxy.                                                                                                                                                                                                                                                                                                                                     |
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|   | .07      Voting of Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | Except      as otherwise provided in the Articles of Incorporation or in these Bylaws,      every shareholder of record shall have the right at every shareholder’s      meeting to one (1) vote for every share standing in his/her name on the      books of the Corporation, and the affirmative vote of a majority of the      shares represented at a meeting and entitled to vote thereat shall be      necessary for the adoption of a motion or for the determination of all      questions and business which shall come before the  meeting.                                                                                                                                                                                             |
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| II.    | DIRECTORS.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | .01      General Powers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | The      business and affairs of the Corporation shall be managed by its Board of      Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | .02      Number, Tenure and Qualifications.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | The      number of Directors of the Corporation shall be not less than one nor more      than thirteen. Each Director shall hold office until the next annual      meeting of shareholders and until his/her successor shall have been      elected and qualified. Directors need not be residents of the State of      Nevada or shareholders of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                       |
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|   | .03      Election.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | The      Directors shall be elected by the shareholders at their annual meeting      each year; and if, for any cause the Directors shall not have been elected      at an annual meeting, they may be elected at a special meeting of      shareholders called for that purpose in the manner provided by these      Bylaws.                                                                                                                                                                                                                                                                                                                                                                                                                            |

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|   | .04      Vacancies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | In      case of any vacancy in the Board of Directors, the remaining Directors,      whether constituting a quorum or not, may elect a successor to hold office      for the unexpired portion of the terms of the Directors whose place shall      be vacant, and until his/her successor shall have been duly elected and      qualified. Further, the remaining Directors may fill any empty seats on      the Board of Directors even if the empty seats have never been      occupied.                                                                                                                                                                                                                       |
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|   | .05      Resignation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | Any      Director may resign at any time by delivering written notice to the      secretary of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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|   | .06      Meetings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | At      any annual, special or regular meeting of the Board of Directors, any      business may be transacted, and the Board may exercise all of its powers.      Any such annual, special or regular meeting of the Board of Directors of      the Corporation may be held outside of the State of Nevada, and any member      or members of the Board of Directors of the Corporation may participate in      any such meeting by means of a conference telephone or similar      communications equipment by means of which all persons participating in      the meeting can hear each other at the same time; the participation by      such means shall constitute presence in person at such      meeting. |

|   | A.      Annual Meeting of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | Annual      meetings of the Board of Directors shall be held immediately after the      annual shareholders’ meeting or at such time and place as may be      determined by the Directors. No notice of the annual meeting of the Board      of Directors shall be necessary.                                                                                                                                                                                                                                                                                                                                                                                                   |
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|   | B.      Special Meetings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | Special      meetings of the Directors shall be called at any time and place upon the      call of the president or any Director. Notice of the time and place of      each special meeting shall be given by the secretary, or the persons      calling the meeting, by mail, radio, telegram, or by personal      communication by telephone or otherwise at least one (1) day in advance of      the time of the meeting. The purpose of the meeting need not be given in      the notice. Notice of any special meeting may be waived in writing or by      telegram (either before or after such meeting) and will be waived by any      Director in attendance at such meeting. |
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|   | C.      Regular Meetings of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | Regular      meetings of the Board of Directors shall be held at such place and on such      day and hour as shall from time to time be fixed by resolution of the      Board of Directors. No notice of regular meetings of the Board of      Directors shall be necessary.                                                                                                                                                                                                                                                                                                                                                                                                          |

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|   | .07      Quorum and Voting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | A      majority of the Directors presently in office shall constitute a quorum      for all purposes, but a lesser number may adjourn any meeting, and the      meeting may be held as adjourned without further notice. At each meeting      of the Board at which a quorum is present, the act of a majority of the      Directors present at the meeting shall be the act of the Board of      Directors. The Directors present at a duly organized meeting may continue      to transact business until adjournment, notwithstanding the withdrawal of      enough Directors to leave less than a quorum.                                                                                                                                                                                                                                                                                                                                                     |
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|   | .08      Compensation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | By      resolution of the Board of Directors, the Directors may be paid their      expenses, if any, of attendance at each meeting of the Board of Directors      and may be paid a fixed sum for attendance at each meeting of the Board of      Directors or a stated salary as Director. No such payment shall preclude      any Director from serving the Corporation in any other capacity and      receiving compensation therefor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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|   | .09      Presumption of Assent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | A      Director of the Corporation who is present at a meeting of the Board of      Directors at which action on any corporate matter is taken shall be      presumed to have assented to the action taken unless his/her dissent shall      be entered in the minutes of the meeting or unless he/she shall file      his/her written dissent to such action with the person acting as the      secretary of the meeting before the adjournment thereof or shall forward      such dissent by registered mail to the secretary of the Corporation      immediately after the adjournment of the meeting. Such right to dissent      shall not apply to a Director who voted in favor of such      action.                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | .10      Executive and Other Committees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | The      Board of Directors, by resolution adopted by a majority of the full Board      of Directors, may designate from among its members an executive committee      and one of more other committees, each of which, to the extent provided in      such resolution, shall have and may exercise all the authority of the      Board of Directors, but no such committee shall have the authority of the      Board of Directors, in reference to amending the Articles of      Incorporation, adoption a plan of merger or consolidation, recommending to      the shareholders the sale, lease, exchange, or other disposition of all of      substantially all the property and assets of the dissolution of the      Corporation or a revocation thereof, designation of any such committee and      the delegation thereto of authority shall not operate to relieve any      member of the Board of Directors of any responsibility imposed by      law. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | .11      Chairman of Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | The      Board of Directors may, in its discretion, elect a chairman of the Board      of Directors from its members; and, if a chairman has been elected, he/she      shall, when present, preside at all meetings of the Board of Directors and      the shareholders and shall have such other powers as the Board may      prescribe.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

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|   | .12      Removal.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | Directors      may be removed from office with or without cause by a vote of shareholders      holding a majority of the shares entitled to vote at an election of      Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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| III.   | ACTIONS      BY WRITTEN CONSENT.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |  Any corporate action      required by the Articles of Incorporation, Bylaws, or the laws under which      this Corporation is formed, to be voted upon or approved at a duly called      meeting of the Directors or shareholders may be accomplished without a      meeting if a written memorandum of the respective Directors or      shareholders, setting forth the action so taken, shall be signed by a      majority of the Directors, or the shareholders holding not less than the      minimum number of votes that would be necessary to authorize or take such      action, as the case may be.     |
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| IV.    | OFFICERS.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | .01      Officers Designated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | The      Officers of the Corporation shall be a president, one or more vice      presidents (the number thereof to be determined by the Board of      Directors), a secretary and a treasurer, each of whom shall be elected by      the Board of Directors. Such other Officers and assistant officers as may      be deemed necessary may be elected or appointed by the Board of Directors.      Any Officer may be held by the same person, except that in the event that      the Corporation shall have more than one director, the offices of      president and secretary shall be held by different  persons. |
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|   | .02      Election, Qualification and Term of Office.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | Each      of the Officers shall be elected by the Board of Directors. None of said      Officers except the president need be a Director, but a vice president who      is not a Director cannot succeed to or fill the office of president. The      Officers shall be elected by the Board of Directors. Except as hereinafter      provide, each of said Officers shall hold office from the date of his/her      election until the next annual meeting of the Board of Directors and until      his/her successor shall have been duly elected and    qualified.                                                  |
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|   | .03      Powers and Duties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | The      powers and duties of the respective corporate Officers shall be as      follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |

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|   | 1.     | Keep      the minutes of the shareholder’s and of the Board of Directors meetings in      one or more books provided for that purpose;                                                         |
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|   | 2.     | See      that all notices are duly given in accordance with the provisions of these      Bylaws or as required by law;                                                                               |
|   |   |                                                                                                                                                                                                 |
|   | 3.     | Be      custodian of the corporate records and of the seal of the Corporation and      affix the seal of the Corporation to all documents as may be      required;                                   |
|   |   |                                                                                                                                                                                                 |
|   | 4.     | Keep      a register of the post office address of each shareholder which shall be      furnished to the secretary by such shareholder;                                                              |
|   |   |                                                                                                                                                                                                 |
|   | 5.     | Sign      with the president, or a vice president, certificates for shares of the      Corporation, the issuance of which shall have been authorized by      resolution of the Board of Directors;   |
|   |   |                                                                                                                                                                                                 |
|   | 6.     | Have      general charge of the stock transfer books of the corporation;      and,                                                                                                                   |
|   |   |                                                                                                                                                                                                 |
|   | 7.     | In      general perform all duties incident to the office of secretary and such      other duties as from time to time may be assigned to him/her by the      president or by the Board ofDirectors. |

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|   | E.      Assistant Secretaries and Assistant Treasurers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | The      assistant secretaries, when authorized by the Board of Directors, may sign      with the president or a vice president certificates for shares of the      Corporation the issuance of which shall have been authorized by a      resolution of the Board of Directors. The assistant treasurers shall,      respectively, if required by the Board of Directors, give bonds for the      faithful discharge of their duties in such sums and with such sureties as      the Board of Directors shall determine. The assistant secretaries and      assistant treasurers, in general, shall perform such duties as shall be      assigned to them by the secretary or the treasurer, respectively, or by      the president or the Board of Directors. |
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|   | .04      Removal.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | The      Board of Directors shall have the right to remove any Officer whenever in      its judgment the best interest of the Corporation will be served      thereby.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | .05      Vacancies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | The      Board of Directors shall fill any office which becomes vacant with a      successor who shall hold office for the unexpired term and until his/her      successor shall have been duly elected and qualified.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|   | .06      Salaries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | The      salaries of all Officers of the Corporation shall be fixed by the Board of      Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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| V.     | SHARE      CERTIFICATES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | .01 Form and Execution of      Certificates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | Certificates      for shares of the Corporation shall be in such form as is consistent with      the provisions of the Corporation laws of the State of Nevada. They shall      be signed by the president and by the secretary, and the seal of the      Corporation shall be affixed thereto. Certificates may be issued for      fractional shares.                                                                                                                                                                                                                                                                                                                                                                                                          |
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|   | .02      Transfers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | Shares      may be transferred by delivery of the certificates therefor, accompanied      either by an assignment in writing on the back of the certificates or by a      written power of attorney to assign and transfer the same signed by the      record holder of the certificate. Except as otherwise specifically      provided in these Bylaws, no shares shall be transferred on the books of      the Corporation until the outstanding certificate therefor has been      surrendered to theCorporation.                                                                                                                                                                                                                                            |

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|                                                                             | .03      Loss or Destruction of Certificates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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|                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                             | In      case of loss or destruction of any certificate of shares, another may be      issued in its place upon proof of such loss or destruction and upon the      giving of a satisfactory bond of indemnity to the Corporation. A new      certificate may be issued without requiring any bond, when in the judgment      of the Board of Directors it is proper to do so.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| VI.                                                                              | BOOKS      AND RECORDS.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                             | .01      Books of Accounts, Minutes and Share Register.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                             | The      Corporation shall keep complete books and records of accounts and minutes      of the proceedings of the Board of Directors and shareholders and shall      keep at its registered office, principal place of business, or at the      office of its transfer agent or registrar a share register giving the      names of the shareholders in alphabetical order and showing their      respective addresses and the number of shares held by  each.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                             | .02      Copies of Resolutions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                             | Any      person dealing with the Corporation may rely upon a copy of any of the      records of the proceedings, resolutions, or votes of the Board of      Directors or shareholders, when certified by the president or      secretary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| VII.                                                                             | CORPORATE      SEAL.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| The      Corporation is not required to have a corporate seal.                   |
|                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| VIII.                                                                            | LOANS.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| No      loans shall be made by the Corporation to its Officers or      Directors |
|                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| IX.                                                                              | INDEMNIFICATION      OF DIRECTORS AND OFFICERS.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                             | .01      Indemnification.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                             | The      Corporation shall indemnify any person who was or is a party or is      threatened to be made a party to any proceeding, whether civil, criminal,      administrative or investigative (other than an action by or in the right      of the Corporation) by reason of the fact that such person is or was a      Director, Trustee, Officer, employee or agent of the Corporation, or is or      was serving at the request of the Corporation as a Director, Trustee,      Officer, employee or agent of another corporation, partnership, joint      venture, trust or other enterprise, against expenses (including attorneys’      fees), judgment, fines and amounts paid in settlement actually and      reasonably incurred by such person in connection with such action, suit or      proceeding if such person acted in good faith and in a manner such person      reasonably believed to be in or not opposed to the best interests of the      Corporation, and with respect to any criminal action or proceeding, had no      reasonable cause to believe such person’s conduct was unlawful. The      termination of any action, suit or proceeding by judgment, order,      settlement, conviction, or upon a plea of nolo contendere or its      equivalent, shall not, of itself, create a presumption that the person did      not act in good faith and in a manner which such person reasonably      believed to be in or not opposed to the best interests of the Corporation,      and with respect to any criminal action proceeding, had reasonable cause      to believe that such person’s conduct was  unlawful. |

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|   | .02      Derivative Action                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | The      Corporation shall indemnify any person who was or is a party or is      threatened to be made a party to any threatened, pending or completed      action or suit by or in the right of the Corporation to procure a judgment      in the Corporation’s favor by reason of the fact that such person is or      was a Director, Trustee, Officer, employee or agent of the Corporation, or      is or was serving at the request of the Corporation as a Director,      Trustee, Officer, employee or agent of another corporation, partnership,      joint venture, trust or other enterprise, against expenses (including      attorney’s fees) and amount paid in settlement actually and reasonably      incurred by such person in connection with the defense or settlement of      such action or suit if such person acted in good faith and in a manner      such person reasonably believed to be in or not opposed to the best      interests of the Corporation, and, with respect to amounts paid in      settlement, the settlement of the suit or action was in the best interests      of the Corporation; provided, however, that no indemnification shall be      made in respect of any claim, issue or matter as to which such person      shall have been adjudged to be liable for gross negligence or willful      misconduct in the performance of such person’s duty to the Corporation      unless and only to the extent that, the court in which such action or suit      was brought shall determine upon application that, despite circumstances      of the case, such person is fairly and reasonably entitled to indemnity      for such expenses as such court shall deem proper. The termination of any      action or suit by judgment or settlement shall not, of itself, create a      presumption that the person did not act in good faith and in a manner      which such person reasonably believed to be in or not opposed to the best      interests of the Corporation. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | .03      Successful Defense.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | To      the extent that a Director, Trustee, Officer, employee or Agent of the      Corporation has been successful on the merits or otherwise, in whole or in      part in defense of any action, suit or proceeding referred to in      Paragraphs .01 and .02 above, or in defense of any claim, issue or matter      therein, such person shall be indemnified against expenses (including      attorneys’ fees) actually and reasonably incurred by such person in      connection therewith.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | .04      Authorization.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | Any      indemnification under Paragraphs .01 and .02 above (unless ordered by a      court) shall be made by the Corporation only as authorized in the specific      case upon a determination that indemnification of the Director, Trustee,      Officer, employee or agent is proper in the circumstances because such      person has met the applicable standard of conduct set forth in Paragraphs      .01 and .02 above. Such determination shall be made (a) by the Board of      Directors of the Corporation by a majority vote of a quorum consisting of      Directors who were not parties to such action, suit or proceeding, or (b)      is such a quorum is not obtainable, by a majority vote of the Directors      who were not parties to such action, suit or proceeding, or (c) by      independent legal counsel (selected by one or more of the Directors,      whether or not a quorum and whether or not disinterested) in a written      opinion, or (d) by the Shareholders. Anyone making such a determination      under this Paragraph .04 may determine that a person has met the standards      therein set forth as to some claims, issues or matters but not as to      others, and may reasonably prorate amounts to be paid as      indemnification.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

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|   | .05      Advances.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | Expenses      incurred in defending civil or criminal action, suit or proceeding shall      be paid by the Corporation, at any time or from time to time in advance of      the final disposition of such action, suit or proceeding as authorized in      the manner provided in Paragraph .04 above upon receipt of an undertaking      by or on behalf of the Director, Trustee, Officer, employee or agent to      repay such amount unless it shall ultimately be by the Corporation is      authorized in this Section.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | .06      Nonexclusivity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | The      indemnification provided in this Section shall not be deemed exclusive of      any other rights to which those indemnified may be entitled under any law,      bylaw, agreement, vote of shareholders or disinterested Directors or      otherwise, both as to action in such person’s official capacity and as to      action in another capacity while holding such office, and shall continue      as to a person who has ceased to be a Director, Trustee, Officer, employee      or agent and shall inure to the benefit of the heirs, executors, and      administrators of such a person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | .07      Insurance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | The      Corporation shall have the power to purchase and maintain insurance on      behalf of any person who is or was a Director, Trustee, Officer, employee      or agent of the Corporation, or is or was serving at the request of the      Corporation as a Director, Trustee, Officer, employee or agent of another      corporation, partnership, joint venture, trust or other enterprise,      against any liability assessed against such person in any such capacity or      arising out of such person’s status as such, whether or not the      corporation would have the power to indemnify such person against such      liability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | .08      “Corporation” Defined.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | For      purposes of this Section, references to the “Corporation” shall include,      in addition to the Corporation, an constituent corporation (including any      constituent of a constituent) absorbed in a consolidation or merger which,      if its separate existence had continued, would have had the power and      authority to indemnify its Directors, Trustees, Officers, employees or      agents, so that any person who is or was a Director, Trustee, Officer,      employee or agent of such constituent corporation or of any entity a      majority of the voting stock of which is owned by such constituent      corporation or is or was serving at the request of such constituent      corporation as a Director, Trustee, Officer, employee or agent of the      corporation, partnership, joint venture, trust or other enterprise, shall      stand in the same position under the provisions of this Section with      respect to the resulting or surviving Corporation as such person would      have with respect to such constituent corporation if its separate      existence had continued. |

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| X.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | AMENDMENT      OF BYLAWS.                                                                                                                                                                                           |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | .01      By the Shareholders.                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | These      Bylaws may be amended, altered, or repealed at any regular or special      meeting of the shareholders if notice of the proposed alteration or      amendment is contained in the notice of the meeting. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | .02      By the Board of Directors.                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | These      Bylaws may be amended, altered, or repealed by the affirmative vote of a      majority of the entire Board of Directors at any regular or special      meeting of the Board.                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                |
| XI.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | FISCAL      YEAR.                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The      fiscal year of the Corporation shall be set by resolution of the Board of      Directors.                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                |
| XII.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | RULES      OF ORDER.                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                |
| The      rules contained in the most recent edition of Robert’s Rules or Order,      Newly Revised, shall govern all meetings of shareholders and Directors      where those rules are not inconsistent with the Articles of Incorporation,      Bylaws, or special rules or order of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                |
| XIII.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | REIMBURSEMENT      OF DISALLOWED EXPENSES.                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                |
| If      any salary, payment, reimbursement, employee fringe benefit, expense      allowance payment, or other expense incurred by the Corporation for the      benefit of an employee is disallowed in whole or in part as a deductible      expense of the Corporation for Federal Income Tax purposes, the employee      shall reimburse the Corporation, upon notice and demand, to the full      extent of the disallowance. This legally enforceable obligation is in      accordance with the provisions of Revenue Ruling 69-115, 1969-1 C.B. 50,      and is for the purpose of entitling such employee to a business expense      deduction for the taxable year in which the repayment is made to the      Corporation. In this manner, the Corporation shall be protected from      having to bear the entire burden of disallowed expense    items. |

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