**AMENDED
      BYLAWS**


**OF**


**SIBERIAN
      ENERGY GROUP INC.**


**a
      Nevada corporation**





ARTICLE
      1.


DEFINITIONS


1.1  Definitions .
      Unless
      the context clearly requires otherwise, in these Bylaws:


(a)
              "*Board*"
                  means the board of directors of the Company.(b)
              "*Bylaws*"
                  means these amended bylaws as adopted by the Board and includes
                  amendments
                  subsequently adopted by the Board or by the
                  Stockholders.(c)
              "*Articles
                  of Incorporation*"
                  means the Articles of Incorporation of Siberian Energy Group Inc.,
                  as
                  filed with the Secretary of State of the State of Nevada and includes
                  all
                  amendments thereto and restatements thereof subsequently
                  filed.(d)
              "*Company*"
                  means Siberian Energy Group Inc., a Nevada corporation.(e)
              "*Section*"
                  refers to sections of these Bylaws.(f)
              "*Stockholder*"
                  means stockholders of record of the
                  Company.







1.2  Offices .
      The
      title of an office refers to the person or persons who at any given time perform
      the duties of that particular office for the Company.




ARTICLE
      2.


OFFICES




2.1  Principal
      Office .
      The
      Company may locate its principal office within or without the state of
      incorporation as the Board may determine.











2.2  Registered
      Office .
      The
      registered office of the Company required by law to be maintained in the state
      of incorporation may be, but need not be, the same as the principal place of
      business of the Company. The Board may change the address of the registered
      office from time to time.




2.3  Other
      Offices .
      The
      Company may have offices at such other places, either within or without the
      state of incorporation, as the Board may designate or as the business of the
      Company may require from time to time.


ARTICLE
      3.


MEETINGS
      OF STOCKHOLDERS




3.1  Annual
      Meetings .
      The
      Stockholders of the Company shall hold their annual meetings for the purpose
      of
      electing directors and for the transaction of such other proper business as
      may
      come before such meetings at such time, date and place as the Board shall
      determine by resolution.




3.2  Special
      Meetings .
      The
      Board, the Chairman of the Board, the President or a committee of the Board
      duly
      designated and whose powers and authority include the power to call meetings
      may
      call special meetings of the Stockholders of the Company at any time for any
      purpose or purposes. Special meetings of the Stockholders of the Company may
      also be called by the holders of at least 30% of all shares entitled to vote
      at
      the proposed special meeting.




3.3  Place
      of Meetings .
      The
      Stockholders shall hold all meetings at such places, within or without the
      State
      of Nevada, as the Board or a committee of the Board shall specify in the notice
      or waiver of notice for such meetings.















3.4  Notice
      of Meetings .
      Except
      as otherwise required by law, the Board or a committee of the Board shall give
      notice of each meeting of Stockholders, whether annual or special, not less
      than
      10 nor more than 50 days before the date of the meeting. The Board or a
      committee of the Board shall deliver a notice to each Stockholder entitled
      to
      vote at such meeting by delivering a typewritten or printed notice thereof
      to
      him personally, or by depositing such notice in the United States mail, in
      a
      postage prepaid envelope, directed to him at his address as it appears on the
      records of the Company, or by transmitting a notice thereof to him at such
      address by telegraph, telecopy, cable or wireless. If mailed, notice is given
      on
      the date deposited in the United States mail, postage prepaid, directed to
      the
      Stockholder at his address as it appears on the records of the Company. An
      affidavit of the Secretary or an Assistant Secretary or of the Transfer Agent
      of
      the Company that he has given notice shall constitute, in the absence of fraud,
      prima facie evidence of the facts stated therein.




Every notice of a meeting of the Stockholders shall state the place, date
      and hour of the meeting and, in the case of a special meeting, also shall state
      the purpose or purposes of the meeting. Furthermore, if the Company will
      maintain the list at a place other than where the meeting will take place,
      every
      notice of a meeting of the Stockholders shall specify where the Company will
      maintain the list of Stockholders entitled to vote at the meeting.




3.5  Stockholder
      Notice .  Subject
      to the Articles of Incorporation, the Stockholders who intend to nominate
      persons to the Board of Directors or propose any other action at an annual
      meeting of Stockholders must timely notify the Secretary of the Company of
      such
      intent. To be timely, a Stockholder's notice must be delivered to or mailed
      and
      received at the principal executive offices of the Company not less than 50
      days
      nor more than 90 days prior to the date of such meeting; provided, however,
      that
      in the event that less than 75 days' notice of the date of the meeting is given
      or made to Stockholders, notice by the Stockholder to be timely must be received
      not later than the close of business on the 15th day following the date on
      which
      such notice of the date of the annual meeting was mailed. Such notice must
      be in
      writing and must include a (i) a brief description of the business desired
      to
      the brought before the annual meeting and the reasons for conducting such
      business at the meeting; (ii) the name and record address of the Stockholder
      proposing such business; (iii) the class, series and number of shares of capital
      stock of the Company which are beneficially owned by the Stockholder; and (iv)
      any material interest of the Stockholder in such business. The Board of
      Directors reserves the right to refuse to submit any such proposal to
      stockholders at an annual meeting if, in its judgment, the information provided
      in the notice is inaccurate or incomplete.















3.6  Waiver
      of Notice .
      Whenever these Bylaws require written notice, a written waiver thereof, signed
      by the person entitled to notice, whether before or after the time stated
      therein, shall constitute the equivalent of notice. Attendance of a person
      at
      any meeting shall constitute a waiver of notice of such meeting, except when
      the
      person attends the meeting for the express purpose of objecting, at the
      beginning of the meeting, to the transaction of any business because the meeting
      is not lawfully called or convened. No written waiver of notice need specify
      either the business to be transacted at, or the purpose or purposes of any
      regular or special meeting of the Stockholders, directors or members of a
      committee of the Board.




3.7  Adjournment
      of Meeting .
      When
      the Stockholders adjourn a meeting to another time or place, notice need not
      be
      given of the adjourned meeting if the time and place thereof are announced
      at
      the meeting at which the adjournment is taken. At the adjourned meeting, the
      Stockholders may transact any business which they may have transacted at the
      original meeting. If the adjournment is for more than 30 days or, if after
      the
      adjournment, the Board or a committee of the Board fixes a new record date
      for
      the adjourned meeting, the Board or a committee of the Board shall give notice
      of the adjourned meeting to each Stockholder of record entitled to vote at
      the
      meeting.

















3.8 Quorum .
      Except
      as otherwise required by law, the holders of a majority of all of the shares
      of
      the stock entitled to vote at the meeting, present in person or by proxy, shall
      constitute a quorum for all purposes at any meeting of the Stockholders. In
      the
      absence of a quorum at any meeting or any adjournment thereof, the holders
      of a
      majority of the shares of stock entitled to vote who are present, in person
      or
      by proxy, or, in the absence therefrom of all the Stockholders, any officer
      entitled to preside at, or to act as secretary of, such meeting may adjourn
      such
      meeting to another place, date or time.




If
      the chairman of the meeting gives notice of any adjourned special meeting of
      Stockholders to all Stockholders entitled to vote thereat, stating that the
      minimum percentage of stockholders for a quorum as provided by Nevada law shall
      constitute a quorum, then, except as otherwise required by law, that percentage
      at such adjourned meeting shall constitute a quorum and a majority of the votes
      cast at such meeting shall determine all matters.




3.9  Organization .
      Such
      person as the Board may have designated or, in the absence of such a person,
      the
      highest ranking officer of the Company who is present shall call to order any
      meeting of the Stockholders, determine the presence of a quorum, and act as
      chairman of the meeting. In the absence of the Secretary or an Assistant
      Secretary of the Company, the chairman shall appoint someone to act as the
      secretary of the meeting.















3.10  Conduct
      of Business .
      The
      chairman of any meeting of Stockholders shall determine the order of business
      and the procedure at the meeting, including such regulations of the manner
      of
      voting and the conduct of discussion as he deems in order.




3.11  List
      of Stockholders .
      At
      least 10 days before every meeting of Stockholders, the Secretary shall prepare
      a list of the Stockholders entitled to vote at the meeting or any adjournment
      thereof, arranged in alphabetical order, showing the address of each Stockholder
      and the number of shares registered in the name of each Stockholder. The Company
      shall make the list available for examination by any Stockholder for any purpose
      germane to the meeting, during ordinary business hours, for a period of at
      least
      10 days prior to the meeting, either at a place within the city where the
      meeting will take place or at the place designated in the notice of the
      meeting.




The
      Secretary shall produce and keep the list at the time and place of the meeting
      during the entire duration of the meeting, and any Stockholder who is present
      may inspect the list at the meeting. The list shall constitute presumptive
      proof
      of the identity of the Stockholders entitled to vote at the meeting and the
      number of shares each Stockholder holds.




A
      determination of Stockholders entitled to vote at any meeting of Stockholders
      pursuant to this Section shall apply to any adjournment thereof.




3.12  Fixing
      of Record Date .
      For the
      purpose of determining Stockholders entitled to notice of or to vote at any
      meeting of Stockholders or any adjournment thereof, or Stockholders entitled
      to
      receive payment of any dividend, or in order to make a determination of
      Stockholders for any other proper purpose, the Board or a committee of the
      Board
      may fix in advance a date as the record date for any such determination of
      Stockholders. However, the Board shall not fix such date, in any case, more
      than
      60 days nor less than 10 days prior to the date of the particular
      action.















If the Board or a committee of the Board does not fix a record date for the
      determination of Stockholders entitled to notice of or to vote at a meeting
      of
      Stockholders, the record date shall be at the close of business on the day
      next
      preceding the day on which notice is given or if notice is waived, at the close
      of business on the day next preceding the day on which the meeting is held
      or
      the date on which the Board adopts the resolution declaring a
      dividend.




3.13  Voting
      of Shares .
      Each
      Stockholder shall have one vote for every share of stock having voting rights
      registered in his name on the record date for the meeting. The Company shall
      not
      have the right to vote treasury stock of the Company, nor shall another
      corporation have the right to vote its stock of the Company if the Company
      holds, directly or indirectly, a majority of the shares entitled to vote in
      the
      election of directors of such other corporation. Persons holding stock of the
      Company in a fiduciary capacity shall have the right to vote such stock. Persons
      who have pledged their stock of the Company shall have the right to vote such
      stock unless in the transfer on the books of the Company the pledgor expressly
      empowered the pledgee to vote such stock. In that event, only the pledgee,
      or
      his proxy, may represent such stock and vote thereon.




A
      plurality of the votes of the shares present in person or represented by proxy
      at the meeting and entitled to vote shall determine all elections and, except
      when the law or Articles of Incorporation require otherwise, the affirmative
      vote of a majority of the shares present in person or represented by proxy
      at
      the meeting and entitled to vote shall determine all other matters.














Where
      a separate vote
      by a class or classes is required, a majority of the outstanding shares of
      such
      class or classes, present in person or represented by proxy, shall constitute
      a
      quorum entitled to take action with respect to that vote on that matter and
      the
      affirmative vote of the majority of shares of such class or classes present
      in
      person or represented by proxy at the meeting shall be the act of such
      class.


The
      Stockholders may vote by voice vote on all matters. Upon demand by a Stockholder
      entitled to vote, or his proxy, the Stockholders shall vote by ballot. In that
      event, each ballot shall state the name of the Stockholder or proxy voting,
      the
      number of shares voted and such other information as the Company may require
      under the procedure established for the meeting.




3.14  Inspectors .
      At any
      meeting in which the Stockholders vote by ballot, the chairman may appoint
      one
      or more inspectors. Each inspector shall take and sign an oath to execute the
      duties of inspector at such meeting faithfully, with strict impartiality, and
      according to the best of his ability. The inspectors shall ascertain the number
      of shares outstanding and the voting power of each; determine the shares
      represented at a meeting and the validity of proxies and ballots; count all
      votes and ballots; determine and retain for a reasonable period a record of
      the
      disposition of any challenges made to any determination by the inspectors;
      and
      certify their determination of the number of shares represented at the meeting,
      and their count of all votes and ballots. The certification required herein
      shall take the form of a subscribed, written report prepared by the inspectors
      and delivered to the Secretary of the Company. An inspector need not be a
      Stockholder of the Company, and any officer of the Company may be an inspector
      on any question other than a vote for or against a proposal in which he has
      a
      material interest.

















3.15  Proxies .
      A
      Stockholder may exercise any voting rights in person or by his proxy appointed
      by an instrument in writing, which he or his authorized attorney-in-fact has
      subscribed and which the proxy has delivered to the Secretary of the meeting
      pursuant to the manner prescribed by law.




A
      proxy is not valid
      after the expiration of 13 months after the date of its execution, unless the
      person executing it specifies thereon the length of time for which it is to
      continue in force (which length may exceed 12 months) or limits its use to
      a
      particular meeting. Each proxy is irrevocable if it expressly states that it
      is
      irrevocable and if, and only as long as, it is coupled with an interest
      sufficient in law to support an irrevocable power.




The
      attendance at any
      meeting of a Stockholder who previously has given a proxy shall not have the
      effect of revoking the same unless he notifies the Secretary in writing prior
      to
      the voting of the proxy.




3.16 Action
      by Consent .
      Any
      action required to be taken at any annual or special meeting of stockholders
      of
      the Company or any action which may be taken at any annual or special meeting
      of
      such stockholders, may be taken without a meeting, without prior notice and
      without a vote, if a consent or consents in writing setting forth the action
      so
      taken, shall be signed by the holders of outstanding stock having not less
      than
      the minimum number of votes that would be necessary to authorize or take such
      action at a meeting at which all shares entitled to vote thereon were present
      and voted and shall be delivered to the Company by delivery to its registered
      office, its principal place of business, or an officer or agent of the Company
      having custody of the book in which proceedings of meetings of stockholders
      are
      recorded. Delivery made to the Company's registered office shall be by hand
      or
      by certified or registered mail, return receipt requested.












Every
      written consent
      shall bear the date of signature of each stockholder who signs the consent,
      and
      no written consent shall be effective to take the corporate action referred
      to
      therein unless, within 50 days of the earliest dated consent delivered in the
      manner required by this section to the Company, written consents signed by
      a
      sufficient number of holders to take action are delivered to the Company by
      delivery to its registered office, its principal place of business or an officer
      or agent of the Company having custody of the book in which proceedings of
      meetings of stockholders are recorded. Delivery made to the Company's registered
      office shall be by hand or by certified or registered mail, return receipt
      requested.





Prompt
      notice of the
      taking of the corporate action without a meeting by less than unanimous written
      consent shall be given to those stockholders who have not consented in
      writing.




ARTICLE
      4.




BOARD
      OF
      DIRECTORS




4.1  General
      Powers .
      The
      Board shall manage the property, business and affairs of the
      Company.




4.2  Number .
      The
      number of directors who shall constitute the Board shall equal not less than
      1
      nor more than 10, as the Board or majority stockholders may determine by
      resolution from time to time.




4.3. Election
      of Directors and Term of Office .
      The
      Stockholders of the Company shall elect the directors at the annual or adjourned
      annual meeting (except as otherwise provided herein for the filling of
      vacancies). Each director shall hold office until his death, resignation,
      retirement, removal, or disqualification, or until his successor shall have
      been
      elected and qualified.















4.4 Resignations .
      Any
      director of the Company may resign at any time by giving written notice to
      the
      Board or to the Secretary of the Company. Any resignation shall take effect
      upon
      receipt or at the time specified in the notice. Unless the notice specifies
      otherwise, the effectiveness of the resignation shall not depend upon its
      acceptance.




4.5  Removal .
      Stockholders holding 2/3 of the outstanding shares entitled to vote at an
      election of directors may remove any director or the entire Board of Directors
      at any time, with or without cause.




4.6  Vacancies .
      Any
      vacancy on the Board, whether because of death, resignation, disqualification,
      an increase in the number of directors, or any other cause may be filled by
      a
      majority of the remaining directors, a sole remaining director, or the majority
      stockholders. Any director elected to fill a vacancy shall hold office until
      his
      death, resignation, retirement, removal, or disqualification, or until his
      successor shall have been elected and qualified.




4.7  Chairman
      of the Board .
      At the
      initial and annual meeting of the Board, the directors may elect from their
      number a Chairman of the Board of Directors. The Chairman shall preside at
      all
      meetings of the Board and shall perform such other duties as the Board may
      direct. The Board also may elect a Vice Chairman and other officers of the
      Board, with such powers and duties as the Board may designate from time to
      time.




4.8  Compensation .
      The
      Board may compensate directors for their services and may provide for the
      payment of all expenses the directors incur by attending meetings of the Board
      or otherwise.















ARTICLE
      5.




MEETINGS
      OF DIRECTORS




5.1 Regular
      Meetings .
      The
      Board may hold regular meetings at such places, dates and times as the Board
      shall establish by resolution. If any day fixed for a meeting falls on a legal
      holiday, the Board shall hold the meeting at the same place and time on the
      next
      succeeding business day. The Board need not give notice of regular
      meetings.




5.2 Place
      of Meetings .
      The
      Board may hold any of its meetings in or out of the State of Nevada, at such
      places as the Board may designate, at such places as the notice or waiver of
      notice of any such meeting may designate, or at such places as the persons
      calling the meeting may designate.




5.3 Meetings
      by Telecommunications .
      The
      Board or any committee of the Board may hold meetings by means of conference
      telephone or similar telecommunications equipment that enable all persons
      participating in the meeting to hear each other. Such participation shall
      constitute presence in person at such meeting.




5.4 Special
      Meetings .
      The
      Chairman of the Board, the President, or one-half of the directors then in
      office may call a special meeting of the Board. The person or persons authorized
      to call special meetings of the Board may fix any place, either in or out of
      the
      State of Nevada as the place for the meeting.




5.5 Notice
      of Special Meetings .
      The
      person or persons calling a special meeting of the Board shall give written
      notice to each director of the time, place, date and purpose of the meeting
      of
      not less than three business days if by mail and not less than 24 hours if
      by
      telegraph or in person before the date of the meeting. If mailed, notice is
      given on the date deposited in the United States mail, postage prepaid, to
      such
      director. A director may waive notice of any special meeting, and any meeting
      shall constitute a legal meeting without notice if all the directors are present
      or if those not present sign either before or after the meeting a written waiver
      of notice, a consent to such meeting, or an approval of the minutes of the
      meeting. A notice or waiver of notice need not specify the purposes of the
      meeting or the business which the Board will transact at the
      meeting.

















5.6 Waiver
      by Presence .
      Except
      when expressly for the purpose of objecting to the legality of a meeting, a
      director's presence at a meeting shall constitute a waiver of notice of such
      meeting.




5.7 Quorum .
      A
      majority of the directors then in office shall constitute a quorum for all
      purposes at any meeting of the Board. In the absence of a quorum, a majority
      of
      directors present at any meeting may adjourn the meeting to another place,
      date
      or time without further notice. No proxies shall be given by directors to any
      person for purposes of voting or establishing a quorum at a directors’
meetings.




5.8 Conduct
      of Business .
      The
      Board shall transact business in such order and manner as the Board may
      determine. Except as the law requires otherwise, the Board shall determine
      all
      matters by the vote of a majority of the directors present at a meeting at
      which
      a quorum is present. The directors shall act as a Board, and the individual
      directors shall have no power as such.




5.9 Action
      by Consent .
      The
      Board or a committee of the Board may take any required or permitted action
      without a meeting if all members of the Board or committee consent thereto
      in
      writing and file such consent with the minutes of the proceedings of the Board
      or committee.















ARTICLE
      6.




COMMITTEES




6.1  Committees
      of the Board .
      The
      Board may designate, by a vote of a majority of the directors then in office,
      committees of the Board. The committees shall serve at the pleasure of the
      Board
      and shall possess such lawfully delegable powers and duties as the Board may
      confer.




6.2  Selection
      of Committee Members .
      The
      Board shall elect by a vote of a majority of the directors then in office a
      director or directors to serve as the member or members of a committee. By
      the
      same vote, the Board may designate other directors as alternate members who
      may
      replace any absent or disqualified member at any meeting of a committee. In
      the
      absence or disqualification of any member of any committee and any alternate
      member in his place, the member or members of the committee present at the
      meeting and not disqualified from voting, whether or not he or they constitute
      a
      quorum, may appoint by unanimous vote another member of the Board to act at
      the
      meeting in the place of the absent or disqualified member.




6.3  Conduct
      of Business .
      Each
      committee may determine the procedural rules for meeting and conducting its
      business and shall act in accordance therewith, except as the law or these
      Bylaws require otherwise. Each committee shall make adequate provision for
      notice of all meetings to members. A majority of the members of the committee
      shall constitute a quorum, unless the committee consists of one or two members.
      In that event, one member shall constitute a quorum. A majority vote of the
      members present shall determine all matters. A committee may take action without
      a meeting if all the members of the committee consent in writing and file the
      consent or consents with the minutes of the proceedings of the
      committee.















6.4 Authority .
      Any
      committee, to the extent the Board provides, shall have and may exercise all
      the
      powers and authority of the Board in the management of the business and affairs
      of the Company, and may authorize the affixation of the Company's seal to all
      instruments which may require or permit it. However, no committee shall have
      any
      power or authority with regard to amending the Articles of Incorporation,
      adopting an agreement of merger or consolidation, recommending to the
      Stockholders the sale, lease or exchange of all or substantially all of the
      Company's property and assets, recommending to the Stockholders a dissolution
      of
      the Company or a revocation of a dissolution of the Company, or amending these
      Bylaws of the Company. Unless a resolution of the Board expressly provides,
      no
      committee shall have the power or authority to declare a dividend, to authorize
      the issuance of stock, or to adopt a certificate of ownership and
      merger.




6.5 Minutes .
      Each
      committee shall keep regular minutes of its proceedings and report the same
      to
      the Board when required.




ARTICLE
      7.




OFFICERS




7.1 Officers
      of the Company .
      The
      officers of the Company shall consist of a President, a Secretary, a Treasurer
      and such Vice Presidents, Assistant Secretaries, Assistant Treasurers, and
      other
      officers as the Board may designate and elect from time to time. The same person
      may hold at the same time any two or more offices.




7.2 Election
      and Term .
      The
      Board shall elect the officers of the Company. Each officer shall hold office
      until his death, resignation, retirement, removal or disqualification, or until
      his successor shall have been elected and qualified.















7.3 Compensation
      of Officers .
      The
      Board shall fix the compensation of all officers of the Company. No officer
      shall serve the Company in any other capacity and receive compensation, unless
      the Board authorizes the additional compensation.




7.4 Removal
      of Officers and Agents .
      The
      Board may remove any officer or agent it has elected or appointed at any time,
      with or without cause.




7.5 Resignation
      of Officers and Agents .
      Any
      officer or agent the Board has elected or appointed may resign at any time
      by
      giving written notice to the Board, the Chairman of the Board, the President,
      or
      the Secretary of the Company. Any such resignation shall take effect at the
      date
      of the receipt of such notice or at any later time specified. Unless otherwise
      specified in the notice, the Board need not accept the resignation to make
      it
      effective.




7.6 Bond .
      The
      Board may require by resolution any officer, agent, or employee of the Company
      to give bond to the Company, with sufficient sureties conditioned on the
      faithful performance of the duties of his respective office or agency. The
      Board
      also may require by resolution any officer, agent or employee to comply with
      such other conditions as the Board may require from time to time.




7.7 President .
      The
      President shall be the chief operating officer of the Company and, subject
      to
      the Board's control, shall supervise and direct all of the business and affairs
      of the Company. When present, he shall sign (with or without the Secretary,
      an
      Assistant Secretary, or any other officer or agent of the Company which the
      Board has authorized) deeds, mortgages, bonds, contracts or other instruments
      which the Board has authorized an officer or agent of the Company to execute.
      However, the President shall not sign any instrument which the law, these
      Bylaws, or the Board expressly require some other officer or agent of the
      Company to sign and execute. In general, the President shall perform all duties
      incident to the office of President and such other duties as the Board may
      prescribe from time to time.















7.8  Vice
      Presidents .
      In the
      absence of the President or in the event of his death, inability or refusal
      to
      act, the Vice Presidents in the order of their length of service as Vice
      Presidents, unless the Board determines otherwise, shall perform the duties
      of
      the President. When acting as the President, a Vice President shall have all
      the
      powers and restrictions of the Presidency. A Vice President shall perform such
      other duties as the President or the Board may assign to him from time to
      time.




7.9 Secretary .
      The
      Secretary shall (a) keep the minutes of the meetings of the Stockholders and
      of
      the Board in one or more books for that purpose, (b) give all notices which
      these Bylaws or the law requires, (c) serve as custodian of the records and
      seal
      of the Company, (d) affix the seal of the corporation to all documents which
      the
      Board has authorized execution on behalf of the Company under seal, (e) maintain
      a register of the address of each Stockholder of the Company, (f) sign, with
      the
      President, a Vice President, or any other officer or agent of the Company which
      the Board has authorized, certificates for shares of the Company, (g) have
      charge of the stock transfer books of the Company, and (h) perform all duties
      which the President or the Board may assign to him from time to
      time.




7.10 Assistant
      Secretaries .
      In the
      absence of the Secretary or in the event of his death, inability or refusal
      to
      act, the Assistant Secretaries in the order of their length of service as
      Assistant Secretary, unless the Board determines otherwise, shall perform the
      duties of the Secretary. When acting as the Secretary, an Assistant Secretary
      shall have the powers and restrictions of the Secretary. An Assistant Secretary
      shall perform such other duties as the President, Secretary or Board may assign
      from time to time.















7.11  Treasurer .
      The
      Treasurer shall (a) have responsibility for all funds and securities of the
      Company, (b) receive and give receipts for moneys due and payable to the
      corporation from any source whatsoever, (c) deposit all moneys in the name
      of
      the Company in depositories which the Board selects, and (d) perform all of
      the
      duties which the President or the Board may assign to him from time to
      time.




7.12  Assistant
      Treasurers .
      In the
      absence of the Treasurer or in the event of his death, inability or refusal
      to
      act, the Assistant Treasurers in the order of their length of service as
      Assistant Treasurer, unless the Board determines otherwise, shall perform the
      duties of the Treasurer. When acting as the Treasurer, an Assistant Treasurer
      shall have the powers and restrictions of the Treasurer. An Assistant Treasurer
      shall perform such other duties as the Treasurer, the President, or the Board
      may assign to him from time to time.




7.13  Delegation
      of Authority .
      Notwithstanding any provision of these Bylaws to the contrary, the Board may
      delegate the powers or duties of any officer to any other officer or
      agent.




7.14  Action
      with Respect to Securities of Other Corporations .
      Unless
      the Board directs otherwise, the President shall have the power to vote and
      otherwise act on behalf of the Company, in person or by proxy, at any meeting
      of
      stockholders of or with respect to any action of stockholders of any other
      corporation in which the Company holds securities. Furthermore, unless the
      Board
      directs otherwise, the President shall exercise any and all rights and powers
      which the Company possesses by reason of its ownership of securities in another
      corporation.















7.15  Vacancies .
      The
      Board may fill any vacancy in any office because of death, resignation, removal,
      disqualification or any other cause in the manner which these Bylaws prescribe
      for the regular appointment to such office.


ARTICLE
      8.




CONTRACTS,
      LOANS, DRAFTS,


DEPOSITS
      AND ACCOUNTS




8.1  Contracts .
      The
      Board may authorize any officer or officers, agent or agents, to enter into
      any
      contract or execute and deliver any instrument in the name and on behalf of
      the
      Company. The Board may make such authorization general or special.




8.2  Loans . Unless
      the Board has authorized
      such action, no officer or agent of the Company shall contract for a loan on
      behalf of the Company or issue any evidence of indebtedness in the Company's
      name.




8.3  Drafts .
      The
      President, any Vice President, the Treasurer, any Assistant Treasurer, and
      such
      other persons as the Board shall determine shall issue all checks, drafts and
      other orders for the payment of money, notes and other evidences of indebtedness
      issued in the name of or payable by the Company.




8.4  Deposits .
      The
      Treasurer shall deposit all funds of the Company not otherwise employed in
      such
      banks, trust companies, or other depositories as the Board may select or as
      any
      officer, assistant, agent or attorney of the Company to whom the Board has
      delegated such power may select. For the purpose of deposit and collection
      for
      the account of the Company, the President or the Treasurer (or any other
      officer, assistant, agent or attorney of the Company whom the Board has
      authorized) may endorse, assign and deliver checks, drafts and other orders
      for
      the payment of money payable to the order of the Company.















8.5  General
      and Special Bank Accounts .
      The
      Board may authorize the opening and keeping of general and special bank accounts
      with such banks, trust companies, or other depositories as the Board may select
      or as any officer, assistant, agent or attorney of the Company to whom the
      Board
      has delegated such power may select. The Board may make such special rules
      and
      regulations with respect to such bank accounts, not inconsistent with the
      provisions of these Bylaws, as it may deem expedient.




ARTICLE
      9.




CERTIFICATES
      FOR SHARES AND THEIR TRANSFER




9.1  Certificates
      for Shares .
      Every
      owner of stock of the Company shall have the right to receive a certificate
      or
      certificates, certifying to the number and class of shares of the stock of
      the
      Company which he owns. The Board shall determine the form of the certificates
      for the shares of stock of the Company. The Secretary, transfer agent, or
      registrar of the Company shall number the certificates representing shares
      of
      the stock of the Company in the order in which the Company issues them. The
      President or any Vice President and the Secretary or any Assistant Secretary
      shall sign the certificates in the name of the Company. Any or all certificates
      may contain facsimile signatures. In case any officer, transfer agent, or
      registrar who has signed a certificate, or whose facsimile signature appears
      on
      a certificate, ceases to serve as such officer, transfer agent, or registrar
      before the Company issues the certificate, the Company may issue the certificate
      with the same effect as though the person who signed such certificate, or whose
      facsimile signature appears on the certificate, was such officer, transfer
      agent, or registrar at the date of issue. The Secretary, transfer agent, or
      registrar of the Company shall keep a record in the stock transfer books of
      the
      Company of the names of the persons, firms or corporations owning the stock
      represented by the certificates, the number and class of shares represented
      by
      the certificates and the dates thereof and, in the case of cancellation, the
      dates of cancellation. The Secretary, transfer agent, or registrar of the
      Company shall cancel every certificate surrendered to the Company for exchange
      or transfer. Except in the case of a lost, destroyed, stolen or mutilated
      certificate, the Secretary, transfer agent, or registrar of the Company shall
      not issue a new certificate in exchange for an existing certificate until he
      has
      canceled the existing certificate.















9.2  Transfer of Shares .
      A
      holder of record of shares of the Company's stock, or his attorney-in-fact
      authorized by power of attorney duly executed and filed with the Secretary,
      transfer agent or registrar of the Company, may transfer his shares only on
      the
      stock transfer books of the Company. Such person shall furnish to the Secretary,
      transfer agent, or registrar of the Company proper evidence of his authority
      to
      make the transfer and shall properly endorse and surrender for cancellation
      his
      existing certificate or certificates for such shares. Whenever a holder of
      record of shares of the Company's stock makes a transfer of shares for
      collateral security, the Secretary, transfer agent, or registrar of the Company
      shall state such fact in the entry of transfer if the transferor and the
      transferee request.




9.3 Lost
      Certificates .
      The
      Board may direct the Secretary, transfer agent, or registrar of the Company
      to
      issue a new certificate to any holder of record of shares of the Company's
      stock
      claiming that he has lost such certificate, or that someone has stolen,
      destroyed or mutilated such certificate, upon the receipt of an affidavit from
      such holder to such fact. When authorizing the issue of a new certificate,
      the
      Board, in its discretion may require as a condition precedent to the issuance
      that the owner of such certificate give the Company a bond of indemnity in
      such
      form and amount as the Board may direct.














9.4 Regulations .
      The
      Board may make such rules and regulations, not inconsistent with these Bylaws,
      as it deems expedient concerning the issue, transfer and registration of
      certificates for shares of the stock of the corporation. The Board may appoint
      or authorize any officer or officers to appoint one or more transfer agents,
      or
      one or more registrars, and may require all certificates for stock to bear
      the
      signature or signatures of any of them.




9.5 Holder
      of Record .
      The
      Company may treat as absolute owners of shares the person in whose name the
      shares stand of record as if that person had full competency, capacity and
      authority to exercise all rights of ownership, despite any knowledge or notice
      to the contrary or any description indicating a representative, pledge or other
      fiduciary relation, or any reference to any other instrument or to the rights
      of
      any other person appearing upon its record or upon the share certificate.
      However, the Company may treat any person furnishing proof of his appointment
      as
      a fiduciary as if he were the holder of record of the shares.




9.6 Treasury
      Shares .
      Treasury shares of the Company shall consist of shares which the Company has
      issued and thereafter acquired but not canceled. Treasury shares shall not
      carry
      voting or dividend rights.




ARTICLE
      10.




INDEMNIFICATION




10.1
            Definitions.
                In this Article:


(a)
            "*Indemnitee*"
                means (i) any present or former Director, advisory director or officer
                of
                the Company, (ii) any person who while serving in any of the capacities
                referred to in clause (i) hereof served at the Company's request
                as a
                director, officer, partner, venturer, proprietor, trustee, employee,
                agent
                or similar functionary of another foreign or domestic corporation,
                partnership, joint venture, trust, employee benefit plan or other
                enterprise, and (iii) any person nominated or designated by (or pursuant
                to authority granted by) the Board of Directors or any committee
                thereof
                to serve in any of the capacities referred to in clauses (i) or (ii)
                hereof.

















(b)  " *Official
      Capacity* "
      means
      (i) when used with respect to a Director, the office of Director of the Company,
      and (ii) when used with respect to a person other than a Director, the elective
      or appointive office of the Company held by such person or the employment or
      agency relationship undertaken by such person on behalf of the Company, but
      in
      each case does not include service for any other foreign or domestic corporation
      or any partnership, joint venture, sole proprietorship, trust, employee benefit
      plan or other enterprise.




(c)  " *Proceeding* "
      means
      any threatened, pending or completed action, suit or proceeding, whether civil,
      criminal, administrative, arbitrative or investigative, any appeal in such
      an
      action, suit or proceeding, and any inquiry or investigation that could lead
      to
      such an action, suit or proceeding.




10.2  Indemnification .
      The
      Company shall indemnify every Indemnitee against all judgments, penalties
      (including excise and similar taxes), fines, amounts paid in settlement and
      reasonable expenses actually incurred by the Indemnitee in connection with
      any
      Proceeding in which he was, is or is threatened to be named defendant or
      respondent, or in which he was or is a witness without being named a defendant
      or respondent, by reason, in whole or in part, of his serving or having served,
      or having been nominated or designated to serve, in any of the capacities
      referred to in Section 10.1, if it is determined in accordance with Section
      10.4
      that the Indemnitee (a) conducted himself in good faith, (b) reasonably
      believed, in the case of conduct in his Official Capacity, that his conduct
      was
      in the Company's best interests and, in all other cases, that his conduct was
      at
      least not opposed to the Company's best interests, and (c) in the case of any
      criminal proceeding, had no reasonable cause to believe that his conduct was
      unlawful; provided, however, that in the event that an Indemnitee is found
      liable to the Company or is found liable on the basis that personal benefit
      was
      improperly received by the Indemnitee the indemnification (i) is limited to
      reasonable expenses actually incurred by the Indemnitee in connection with
      the
      Proceeding and (ii) shall not be made in respect of any Proceeding in which
      the
      Indemnitee shall have been found liable for willful or intentional misconduct
      in
      the performance of his duty to the Company. Except as provided in the
      immediately preceding proviso to the first sentence of this Section 10.2, no
      indemnification shall be made under this Section 10.2 in respect of any
      Proceeding in which such Indemnitee shall have been (a) found liable on the
      basis that personal benefit was improperly received by him, whether or not
      the
      benefit resulted from an action taken in the Indemnitee's Official Capacity,
      or
      (b) found liable to the Company. The termination of any Proceeding by judgment,
      order, settlement or conviction, or on a plea of nolo contendere or its
      equivalent, is not of itself determinative that the Indemnitee did not meet
      the
      requirements set forth in clauses (a), (b) or (c) in the first sentence of
      this
      Section 10.2. An Indemnitee shall be deemed to have been found liable in respect
      of any claim, issue or matter only after the Indemnitee shall have been so
      adjudged by a court of competent jurisdiction after exhaustion of all appeals
      therefrom. Reasonable expenses shall, include, without limitation, all court
      costs and all fees and disbursements of attorneys for the Indemnitee. The
      indemnification provided herein shall be applicable whether or not negligence
      or
      gross negligence of the Indemnitee is alleged or proven.













10.3  Successful
      Defense .
      Without
      limitation of Section 10.2 and in addition to the indemnification provided
      for
      in Section 10.2, the Company shall indemnify every Indemnitee against reasonable
      expenses incurred by such person in connection with any Proceeding in which
      he
      is a witness or a named defendant or respondent because he served in any of
      the
      capacities referred to in Section 10.1, if such person has been wholly
      successful, on the merits or otherwise, in defense of the
      Proceeding.




10.4  Determinations .
      Any
      indemnification under Section 10.2 (unless ordered by a court of competent
      jurisdiction) shall be made by the Company only upon a determination that
      indemnification of the Indemnitee is proper in the circumstances because he
      has
      met the applicable standard of conduct. Such determination shall be made (a)
      by
      the Board of Directors by a majority vote of a quorum consisting of Directors
      who, at the time of such vote, are not named defendants or respondents in the
      Proceeding; (b) if such a quorum cannot be obtained, then by a majority vote
      of
      a committee of the Board of Directors, duly designated to act in the matter
      by a
      majority vote of all Directors (in which designated Directors who are named
      defendants or respondents in the Proceeding may participate), such committee
      to
      consist solely of two (2) or more Directors who, at the time of the committee
      vote, are not named defendants or respondents in the Proceeding; (c) by special
      legal counsel selected by the Board of Directors or a committee thereof by
      vote
      as set forth in clauses (a) or (b) of this Section 10.4 or, if the requisite
      quorum of all of the Directors cannot be obtained therefor and such committee
      cannot be established, by a majority vote of all of the Directors (in which
      Directors who are named defendants or respondents in the Proceeding may
      participate); or (d) by the shareholders in a vote that excludes the shares
      held
      by Directors that are named defendants or respondents in the Proceeding.
      Determination as to reasonableness of expenses shall be made in the same manner
      as the determination that indemnification is permissible, except that if the
      determination that indemnification is permissible is made by special legal
      counsel, determination as to reasonableness of expenses must be made in the
      manner specified in clause (c) of the preceding sentence for the selection
      of
      special legal counsel. In the event a determination is made under this Section
      10.4 that the Indemnitee has met the applicable standard of conduct as to some
      matters but not as to others, amounts to be indemnified may be reasonably
      prorated.












10.5  Advancement
      of
      Expenses .
      Reasonable expenses (including court costs and attorneys' fees) incurred by
      an
      Indemnitee who was or is a witness or was, is or is threatened to be made a
      named defendant or respondent in a Proceeding shall be paid by the Company
      at
      reasonable intervals in advance of the final disposition of such Proceeding,
      and
      without making any of the determinations specified in Section 10.4, after
      receipt by the Company of (a) a written affirmation by such Indemnitee of his
      good faith belief that he has met the standard of conduct necessary for
      indemnification by the Company under this Article and (b) a written undertaking
      by or on behalf of such Indemnitee to repay the amount paid or reimbursed by
      the
      Company if it shall ultimately be determined that he is not entitled to be
      indemnified by the Company as authorized in this Article. Such written
      undertaking shall be an unlimited obligation of the Indemnitee but need not
      be
      secured and it may be accepted without reference to financial ability to make
      repayment. Notwithstanding any other provision of this Article, the Company
      may
      pay or
      reimburse expenses incurred by an Indemnitee in connection with his appearance
      as a witness or other participation in a Proceeding at a time when he is not
      named a defendant or respondent in the Proceeding.




10.6  Employee
      Benefit Plans .
      For
      purposes of this Article, the Company shall be deemed to have requested an
      Indemnitee to serve an employee benefit plan whenever the performance by him
      of
      his duties to the Company also imposes duties on or otherwise involves services
      by him to the plan or participants or beneficiaries of the plan. Excise taxes
      assessed on an Indemnitee with respect to an employee benefit plan pursuant
      to
      applicable law shall be deemed fines. Action taken or omitted by an Indemnitee
      with respect to an employee benefit plan in the performance of his duties for
      a
      purpose reasonably believed by him to be in the interest of the participants
      and
      beneficiaries of the plan shall be deemed to be for a purpose which is not
      opposed to the best interests of the Company.




10.7  Other
      Indemnification and Insurance .
      The
      indemnification provided by this Article shall (a) not be deemed exclusive
      of,
      or to preclude, any other rights to which those seeking indemnification may
      at
      any time be entitled under the Company's Articles of Incorporation, any law,
      agreement or vote of shareholders or disinterested Directors, or otherwise,
      or
      under any policy or policies of insurance purchased and maintained by the
      Company on behalf of any Indemnitee, both as to action in his Official Capacity
      and as to action in any other capacity, (b) continue as to a person who has
      ceased to be in the capacity by reason of which he was an Indemnitee with
      respect to matters arising during the period he was in such capacity, (c) inure
      to the benefit of the heirs, executors and administrators of such a person
      and
      (d) not be required if and to the extent that the person otherwise entitled
      to
      payment of such amounts hereunder has actually received payment therefor under
      any insurance policy, contract or otherwise.















10.8  Notice .
      Any
      indemnification of or advance of expenses to an Indemnitee in accordance with
      this Article shall be reported in writing to the shareholders of the Company
      with or before the notice or waiver of notice of the next shareholders' meeting
      or with or before the next submission to shareholders of a consent to action
      without a meeting and, in any case, within the 12-month period immediately
      following the date of the indemnification or advance.




10.9  Construction .
      The
      indemnification provided by this Article shall be subject to all valid and
      applicable laws, including, without limitation, the Nevada General Corporation
      Law, and, in the event this Article or any of the provisions hereof or the
      indemnification contemplated hereby are found to be inconsistent with or
      contrary to any such valid laws, the latter shall be deemed to control and
      this
      Article shall be regarded as modified accordingly, and, as so modified, to
      continue in full force and effect.




10.10 Continuing
      Offer, Reliance, etc. The
      provisions of this Article (a) are for the benefit of, and may be enforced
      by,
      each Indemnitee of the Company, the same as if set forth in their entirety
      in a
      written instrument duly executed and delivered by the Company and such
      Indemnitee and (b) constitute a continuing offer to all present and future
      Indemnitees. The Company, by its adoption of these Bylaws, (a) acknowledges
      and
      agrees that each Indemnitee of the Company has relied upon and will continue
      to
      rely upon the provisions of this Article in becoming, and serving in any of
      the
      capacities referred to in Section 10.1 of this Article, (b) waives reliance
      upon, and all notices of acceptance of, such provisions by such Indemnitees
      and
      (c) acknowledges and agrees that no present or future Indemnitee shall be
      prejudiced in his right to enforce the provisions of this Article in accordance
      with its terms by any act or failure to act on the part of the
      Company.















10.11  Effect
      of Amendment .
      No
      amendment, modification or repeal of this Article or any provision hereof shall
      in any manner terminate, reduce or impair the right of any past, present or
      future Indemnitees to be indemnified by the Company, nor the obligation of
      the
      Company to indemnify any such Indemnitees, under and in accordance with the
      provisions of the Article as in effect immediately prior to such amendment,
      modification or repeal with respect to claims arising from or relating to
      matters occurring, in whole or in part, prior to such amendment, modification
      or
      repeal, regardless of when such claims may arise or be asserted.





ARTICLE
      11.




TAKEOVER
      OFFERS




In
      the event the Company
      receives a takeover offer, the Board of Directors shall consider all relevant
      factors in evaluating such offer, including, but not limited to, the terms
      of
      the offer, and the potential economic and social impact of such offer on the
      Company's stockholders, employees, customers, creditors and community in which
      it operates.




ARTICLE
      12.




NOTICES




12.1  General .
      Whenever these Bylaws require notice to any Stockholder, director, officer
      or
      agent, such notice does not mean personal notice. A person may give effective
      notice under these Bylaws in every case by depositing a writing in a post office
      or letter box in a postpaid, sealed wrapper, or by dispatching a prepaid
      telegram addressed to such Stockholder, director, officer or agent at his
      address on the books of the Company. Unless these Bylaws expressly provide
      to
      the contrary, the time when the person sends notice shall constitute the time
      of
      the giving of notice.















12.2  Waiver
      of
      Notice .
      Whenever the law or these Bylaws require notice, the person entitled to said
      notice may waive such notice in writing, either before or after the time stated
      therein.




ARTICLE
      13.




MISCELLANEOUS




13.1  Facsimile
      Signatures .
      In
      addition to the use of facsimile signatures which these Bylaws specifically
      authorize, the Company may use such facsimile signatures of any officer or
      officers, agents or agent, of the Company as the Board or a committee of the
      Board may authorize.




13.2  Corporate
      Seal .
      The
      Board may provide for a suitable seal containing the name of the Company, of
      which the Secretary shall be in charge. The Treasurer, any Assistant Secretary,
      or any Assistant Treasurer may keep and use the seal or duplicates of the seal
      if and when the Board or a committee of the Board so directs.




13.3  Fiscal
      Year .
      The
      Board shall have the authority to fix and change the fiscal year of the
      Company.




ARTICLE
      14.




AMENDMENTS




14.1  Subject
      to the provisions of the Articles of Incorporation, the Stockholders or the
      Board may amend or repeal these Bylaws at any meeting.