AMENDED AND RESTATED BYLAWS
                                       OF
                             CASTMOR RESOURCES LTD.

                                   ARTICLE I

                             STOCKHOLDER'S MEETINGS

01.     PLACE  OF  MEETING. Meetings of Stockholders shall be held either at the
principal executive office of the Corporation or at any other location within or
without  the  State  of Nevada which may be designated by written consent of all
persons  entitled  to  vote  thereat.

02.     ANNUAL  MEETINGS.  The  annual  meeting of Stockholders shall be held on
such  day  and  at  such  time and at such place as may be fixed by the Board of
Directors; provided, however, that should said day fall upon a Saturday, Sunday,
or  legal holiday observed by the Corporation at its principal executive office,
then  any  such meeting of Stockholders shall be held at the same time and place
on  the  next  day  thereafter  ensuing  which  is  a full business day. At such
meetings,  directors  shall  be  elected  by plurality vote and any other proper
business  may  be  transacted.

03.     SPECIAL  MEETINGS.  Special  meetings  of the stockholders may be called
for  any  purpose  permitted  by  law at any time by the Board of Directors, the
President, the Secretary, or by stockholders entitled to cast, in the aggregate,
not less than twenty percent (20%) of the votes at such meeting. Upon request in
writing to the Chairman of the Board (if any), the President or the Secretary by
any  person  or  persons entitled to call a special meeting of stockholders, the
Secretary  shall  cause  notice to be given to the stockholders entitled to vote
that  a  special meeting will be held not less than ten (10) nor more than sixty
(60)  days after the date of the notice.  No business shall be transacted at any
special meeting of stockholders 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
Board  of Directors, the President or the Secretary, and special meetings called
at  the  request  of  stockholders  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.

04.     NOTICE  OF MEETING.  Written notice of each annual or special meeting of
stockholders shall be given not less than ten (10) nor more than sixty (60) days
before  the  date  of  the meeting to each stockholder entitled to vote thereat.
Such  notice  shall state the place, date and hour of the meeting and (i) in the
case  of  a special meeting the general nature of the business to be transacted,
or (ii) in the case of the annual meeting, those matters which the Board, at the
time  of  the  mailing  of  the  notice,  intends  to  present for action by the
stockholders,  but,  any  proper matter may be presented at the meeting for such
action.  The  notice  of  any meeting at which directors are to be elected shall
include  the  names  of  the nominees intended, at the time of the notice, to be
presented by management for election. Notice of a stockholders' meeting shall be
delivered  by  mail  addressed  to  the  stockholder  at  the  address  of  such
stockholder  appearing  on  the  books  of  the  Corporation and an affidavit of
mailing of such notice, executed by the Secretary, shall be prima facie evidence
of  the  giving  of  the  notice.

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  stockholder by the
stockholder's  attendance  thereat  in  person  or  by proxy. Any stockholder so
waiving shall be bound by the proceedings of any such meeting in all respects as
if  due  notice  thereof  had  been  given.

05.     QUORUM  AND ADJOURNED MEETINGS.  At all meetings of stockholders, except
where otherwise provided by applicable law, or by the Articles of Incorporation,
or  by these bylaws, the presence, in person or by proxy duly authorized, of the
holder  or  holders  of  not  less  than twenty percent (20%) of the outstanding
shares  of  stock entitled to vote shall constitute a quorum for the transaction
of  business.  In  the  absence  of a quorum, any meeting of stockholders may be
adjourned,  from  time to time, either by the chairman of the meeting or by vote
of  the  holders  of  a majority of the shares represented thereat, but no other
business shall be transacted at such meeting. 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
stockholders  present  at  a  duly  organized  meeting  may continue to transact
business  until  adjournment,  notwithstanding  the  withdrawal  of  enough
stockholders  to  leave  less  than  a  quorum.

06.     PROXIES.  At  all  meetings  of  stockholders, a stockholder may vote by
proxy  executed  in  writing  by  the  stockholder  or by the stockholder's duly
authorized attorney in fact. Such proxy shall be filed with the Secretary of the
Corporation not less than five (5) days prior to the meeting.  No proxy shall be
valid  after  three  (3) months from the date of its execution, unless otherwise
provided  in the proxy. All questions regarding the qualification of voters, the
validity of proxies and the acceptance or rejection of votes shall be decided by
the  inspectors of election who shall be appointed by the Board of Directors, or
if  not  so  appointed,  then  by  the  presiding  officer  of  the  meeting.

07.     RECORD  DATE.  The  Board of Directors may fix in advance, a record date
for  the determination of the stockholders entitled to notice of a meeting or to
vote  or  entitled  to receive payment of any dividend or other distribution, or
any  allotment  of  rights, or to exercise rights in respect to any other lawful
action. The record date so fixed shall be not more than sixty (60) nor less than
ten  (10)  days  prior  to the date of the meeting nor more than sixty (60) days
prior  to any other action. When a record date is so fixed, only stockholders of
record  on  that date are entitled to notice of and to vote at the meeting or to
receive  the  dividend,  distribution, or allotment of rights, or to exercise of
the  rights,  as  the case may be, notwithstanding any transfer of shares on the
books  of the Corporation after the record date. A determination of stockholders
of  record  entitled  to notice of or to vote at a meeting of stockholders shall
apply  to  any  adjournment of the meeting unless the Board of Directors fixes a
new  record  date for the meeting. The Board of Directors shall fix a new record
date  if  the  meeting  is  adjourned for more than forty-five (45) days.  If no
record  date is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be  the  close  of  business on the business day next preceding the day on which
notice  is  given  or,  if  notice  is  waived,  at the close of business on the
business  day  next  preceding the day on which notice is given. The record date
for  determining  stockholders for any purpose other than as set in this Section
or  Section  09  of  this  Article shall be at the close of the day on which the
Board  of  Directors adopts the resolution relating thereto, or the sixtieth day
prior  to  the  date  of  such  other  action,  whichever  is  later.

08.     VOTING OF SHARES.  Every stockholder of record shall be entitled at each
meeting  of  the  stockholders  of the Corporation to one vote for each share of
stock  standing  in  the  stockholder's  name on the records of the Corporation,
unless  otherwise provided in the Articles of Incorporation or in the resolution
providing  for  the  issuance  of  the  stock  adopted by the Board of Directors
pursuant  to  authority  expressly  vested  in  the  Board  of  Directors by the
provisions of the Articles of Incorporation.  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 that come before the meeting, unless the question is one upon which
by  express  provision  of applicable law or of the Articles of Incorporation, a
different vote is required in which case such express provision shall govern and
control  the  decision  of  such  question.  Upon  demand  of any stockholder in
attendance  at  the  meeting, the vote for directors and the vote upon any other
question  before  the  meeting  shall  be  by  ballot.

09.     ACTION  WITHOUT A MEETING.  Any action that, under any provision of law,
may  be  taken  at  any  annual or special meeting of stockholders, may be taken
without  a  meeting  and  without  prior notice if a consent in writing, setting
forth  the  actions  to be taken, is signed by the holders of outstanding shares
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.  Unless a record date for voting purposes is
fixed as provided in Section 07 of this Article, the record date for determining
stockholders  entitled  to  give  consent pursuant to this Section when no prior
action  by  the Board of Directors has been taken, shall be the day on which the
first  written-consent  is  given.

10.  CONSENT  OF  ABSENTEES.  The  transactions  of any meeting of stockholders,
however  called and noticed, and wherever held, are as valid as though made at a
meeting  duly  held after regular call and notice, if a quorum is present either
in  person  or by proxy, and if, either before or after the meeting, each of the
persons  entitled  to  vote  not  present in person or by proxy, signs a written
waiver  of  notice, or a consent to the holding of the meeting or an approval of
the minutes thereof. All such waivers, consents or approvals shall be filed with
the  corporate  records  or  made  a  part  of  the  minutes  of  the  meeting.

11.  CONDUCT OF MEETING. The President shall preside as chairman at all meetings
of  the  stockholders,  unless  another chairman is selected. The Chairman shall
conduct  each  such meeting in accordance with businesslike and fair manner, but
shall not be obligated to follow any technical, formal or parliamentary rules or
principles  of  procedure.  The Chairman's ruling on procedural matters shall be
conclusive  and  binding  on  all  stockholders,  unless at the time of ruling a
request  for a vote is made by the stockholders entitled to vote and represented
in  person  or by proxy at the meeting, in which case the decision of a majority
of  such  shares  shall  be  conclusive  and binding on all stockholders without
limiting the generality of the foregoing, the chairman shall have all the powers
usually  vested  in  the  Chairman  of  a  meeting  of  stockholders.

                                   ARTICLE II

                                   DIRECTORS

01.  POWERS.  Except  as  proscribed  by  applicable  law,  the  Articles  of
Incorporation or these bylaws, the business and affairs of the Corporation shall
be managed and all corporate powers shall be exercised by or under the direction
of  the  Board  of  Directors.  The Board of Directors may, as permitted by law,
delegate  the  management  of  the  day-to-day  operation of the business of the
Corporation  to  a  management  company  or  other  persons  or  officers of the
Corporation  provided  that the business and affairs of the Corporation shall be
managed and all corporate powers shall be exercised under the ultimate direction
of  the  Board  of  Directors.  Without  prejudice to such general powers, it is
hereby  expressly  declared that the Board of Directors shall have the following
powers:

(a)  to  select  and  remove  all  of  the officers, agents and employees of the
Corporation, prescribe the powers and duties for them as may not be inconsistent
with  applicable  law, or with the Articles of Incorporation or by these bylaws,
fix  their  compensation,  and  require  from  them,  if necessary, security for
faithful  service;

(b)  to conduct, manage, and control the affairs and business of the Corporation
and to make such rules and regulations therefore not inconsistent with law, with
the  Articles  of  Incorporation  or  these  bylaws,  as  they  may  deem  best;

(c)  to  adopt,  make  and  use  a corporate seal, and to prescribe the forms of
certificates  of  stock  and  to  alter  the  form  of  such  seal  and  such of
certificates  from  time  to  time  in  their  judgment  they  deem  best;

(d) to authorize the issuance of shares of stock of the Corporation from time to
time,  upon  such  terms  and  for  such  consideration  as  may  be lawful; and

(e)  to borrow money and incur indebtedness for the purposes of the Corporation,
and  to  cause  to  be  executed  and delivered therefor, in the corporate name,
promissory  notes,  bonds,  debentures,  deeds  of  trust,  mortgages,  pledges,
hypothecation  or  other  evidence  of  debt  and  securities  therefor.

02.  NUMBER  OF  DIRECTORS. The authorized number of directors shall be not less
than  one  (1)  nor  more  than  seven  (7).

03.  ELECTION  AND TERM OF OFFICE. The directors shall be elected at each annual
general  meeting of the stockholders and except as proscribed by applicable law,
the  Articles  of Incorporation or these bylaws, each director shall hold office
until  the next annual meeting of stockholders or until the director's successor
has  been  elected and qualified. If for any reason directors are not elected at
the  annual  meeting  of  the  stockholders,  they may be elected at any special
meeting of the stockholders that is duly called and held for that purpose in the
manner  provided  by  these  bylaws.  Each  director shall hold office after the
expiration of the director's term until a successor is elected and qualified, or
until  the director resigns or is removed. No reduction of the authorized number
of  directors  shall  have  the  effect  of  removing  any director prior to the
expiration  of  his  term  of  office.

04.     VACANCIES.  Upon the occurrence of any vacancy in the Board of Directors
including  that caused by an increase in the authorized number of directors, the
remaining  director  or  directors  (as the case may be), whether constituting a
quorum or not, may elect a successor to hold office for the unexpired portion of
the  term  of the director whose place is vacated, and until a successor is duly
elected  and  qualified.  A vacancy in the Board of Directors shall be deemed to
exist  in  the  case of the death, resignation or removal of any director, or if
the  authorized number of directors is increased, or if the stockholders fail at
any  annual  or special meeting of stockholders at which any director is elected
to elect the full authorized number of Directors to be voted for at the meeting.
If the Board of Directors accepts the resignation of a director tendered to take
effect  at  a  future  time,  the Board of Directors shall have power to elect a
successor  to  take  office  when  the  resignation is to become effective.  All
vacancies, including those caused by an increase in the number of directors, may
be  filled  by a majority of the remaining directors, though less than a quorum,
unless  it  is  otherwise  provided  in  the  articles of incorporation.  Unless
otherwise  provided  in  the Articles of Incorporation, if one or more directors
gives  notice  of  resignation  to the Board of Directors, effective at a future
date,  the  Board  of Directors may fill the vacancy or vacancies to take effect
when  the  resignation  or  resignations  become  effective;  each  director  so
appointed  to  hold  office  during  the  remainder of the term of office of the
resigning  director  or  directors.

05.     RESIGNATION.  Any  Director may resign at any time by delivering written
notice  thereof  to  the  Secretary  of  the  Corporation.

06.     ANNUAL  MEETINGS.  Immediately  following  each  annual  meeting  of
stockholders the Board of Directors shall hold a regular meeting for the purpose
of organization, selection of a Chairman of the Board, election of officers, and
the  transaction  of  other business. Call and notice of such regular meeting is
hereby  dispensed  with.

07.     REGULAR  MEETINGS.  Regular  meetings  of  the Board of Directors may be
held at such place and on such day and hour as may 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.

08.     SPECIAL  MEETINGS.  A  special meeting of the Board of Directors for any
purpose  may  be called at any time by the Chairman of the Board, the President,
the  Secretary  or  a majority of the directors. Notice of the time and place of
each  special  meeting shall be given by the Secretary, or the person or persons
calling  the  meeting,  by  registered  mail,  registered  courier,  facsimile
transmission,  electronic  mail  or  by  personal  communication by telephone or
otherwise at least forty-eight (48) hours 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 facsimile (either before or after
such  meeting)  and  will be deemed waived by any director in attendance at such
meeting.

09.     PLACE  OF  MEETING. Any meeting of the Board of Directors may be held at
any  place  within  or without the State of Nevada that has been designated from
time  to  time  by  the  Board  of Directors. In the absence of such designation
meetings  shall  be  held  at the principal executive office of the Corporation.

10.     QUORUM.  A  majority of the authorized number of directors constitutes a
quorum  of  the  Board  of  Directors for the transaction of business, except to
adjourn  as  hereinafter  provided.  Every  act  or  decision  done or made by a
majority  of  the  directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board of Directors, unless a greater
number  be  required  by  applicable law or by the Articles of Incorporation.  A
meeting at which a quorum is initially present may continue to transact business
notwithstanding  the withdrawal of directors, if any action taken is approved by
at  least  a  majority  of  the  number  of directors required as noted above to
constitute  a  quorum  for  such  meeting.

11.     WAIVER  OF  NOTICE.  The  transactions  of  any  meeting of the Board of
Directors,  however  called and noticed or wherever held, are as valid as though
had  at a meeting duly held after regular call and notice if a quorum be present
and  if,  either  before or after the meeting, each of the directors not present
signs  a  written  waiver  of  notice,  a  consent to holding such meeting or an
approval  of the minutes thereof.  All such waivers, consents or approvals shall
be  filed with the corporate records or made part of the minutes of the meeting.

12.     ADJOURNMENT.  A  majority  of  the  directors  present, whether or not a
quorum  is present, may adjourn any meeting of the Board of Directors to another
time  and  place.  Notice  of the time and place of holding an adjourned meeting
need  not  be  given  to  absent directors if the time and place is fixed at the
meeting  being adjourned.  If the meeting is adjourned for more than forty-eight
(48)  hours,  notice  of any adjournment to another time or place shall be given
prior to the time of the adjourned meeting to the directors who were not present
at  the  time  of  adjournment.

13.     COMMITTEES.  The  Board  of Directors may appoint one or more committees
and  delegate  to any such committee any of the powers of the Board of Directors
in  the  management  of  the business and affairs of the Corporation except with
respect  to:

(a)     The approval of any action that requires stockholders' approval or
approval of the outstanding shares;

(b)     The filling of vacancies on the Board of Directors or on any committees;

(c)     The fixing of compensation of the directors for serving on the Board of
Directors or on any committee;

(d)     The amendment or repeal of bylaws or the adoption of new bylaws;

(e)     The amendment or repeal of any resolution of the Board of Directors that
by its express terms is not so amendable or repealable by a committee of the
Board of Directors;

(f)     A distribution to the stockholders of the Corporation; or

(g)     The appointment of other committees of the Board of Directors or the
members thereof.

Any  such committee must be appointed by resolution adopted by a majority of the
authorized  number  of directors and may be designated an Executive Committee or
by  such  other  name  as  the  Board  of  Directors shall specify. The Board of
Directors  shall  have the power to prescribe the manner in which proceedings of
any  such  committee  shall  be conducted. Unless the Board of Directors or such
committee  shall  otherwise  provide,  the regular or special meetings and other
actions  of  any  such  committee  shall  be  governed by the provisions of this
Article  applicable  to  meetings and actions of the Board of Directors. Minutes
shall  be kept of each meeting of each committee. Each committee must include at
least  one  director, and the Board of Directors may appoint natural persons who
are  not  directors  to  serve  on  committees.

The  Board  of  Directors  may  designate  one  or more individuals as alternate
members  of a committee to replace any member who is disqualified or absent from
a  meeting  of  the  committee. Unless the Board of Directors appoints alternate
members,  the  member  or  members  of  a committee present at a meeting and not
disqualified  from  voting,  whether  or  not the member or members constitute a
quorum,  may unanimously appoint another member of the Board of Directors to act
at  the  meeting  in  the  place  of  an  absent  or  disqualified member of the
committee.

14.     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, the Chairman shall, when present, preside at all
meetings  of  the  Board  of  Directors and the stockholders and shall have such
other  powers  as  the  Board  of  Directors  may  prescribe.

15.     PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.  Members of the Board
of  Directors  or  of  any  committee  appointed  by  the Board of Directors may
participate in a meeting of the Board of Directors or committee (as the case may
be)  by  means  of a telephone conference or similar methods of communication by
which  all  persons  participating  in the meeting can hear each other, and such
participation  shall  constitute  presence  in  person  at  the  meeting.

16.     ACTION  WITHOUT MEETING. Any action required or permitted to be taken by
the  Board  of Directors or a committee appointed thereby may be taken without a
meeting  if,  before  or  after  the  action,  all  the  members of the Board of
Directors  or  the  committee  (as the case may be) individually or collectively
consent  in  writing  to  such  action.

17.     FEES  AND COMPENSATION. Directors and members of committees appointed by
the  Board  of  Directors  may  receive  such  compensation,  if  any, for their
services,  and such reimbursement for expenses, as may be fixed or determined by
the  Board  of  Directors.
                                  ARTICLE III

                                    OFFICERS

01.     OFFICERS  DESIGNATED.  The  officers  of  the  Corporation  shall  be  a
president,  a  secretary  and  a treasurer, each of whom shall be elected by the
Board  of  Directors.  The  corporation  may also have, at the discretion of the
Board  of  Directors,  one  or  more vice presidents, one or more assistant vice
presidents,  one or more assistant secretaries, one or more assistant treasurers
and  such  other  officers  as  may  be  elected  or  appointed  by the Board of
Directors.  Any office may be held by the same person, except if the Corporation
has more than one director, the offices of president and secretary shall be held
by  different  persons.

02.     ELECTION,  QUALIFICATION AND TERM OF OFFICE.  Each of the officers shall
be  elected  annually  by,  and  shall  serve  at  the pleasure of, the Board of
Directors,  and  shall  hold  their  respective offices until their resignation,
removal  or  other  disqualification  from  service,  or  until their respective
successors  shall  be  elected.

03.     POWERS  AND  DUTIES.  The  powers and duties of the respective corporate
officers  shall  be  as  follows:

(a)     PRESIDENT.  The  President  is  the  Chief  Executive  Officer  of  the
Corporation and, subject to the direction and control of the Board of Directors,
shall  have  general  supervision over the property, business and affairs of the
Corporation.  In  the absence of the Chairman of the Board, and if the President
is  also  a  director  of  the  Corporation,  the President shall, when present,
preside  at  all  meetings  of  the stockholders, the Board of Directors and any
committee  appointed  by  the Board of Directors.  The President shall sign such
contacts,  documents  or  instruments  in  writing as require such signature and
shall  have  such  other  powers and shall perform such other duties as may from
time  to  time  be  assigned  to  the  President  by  resolution of the Board of
Directors  or  as  are  incident  to  the  office  of  president.

(b)     SECRETARY.  The  Secretary  shall:

i.     keep  the  minutes  of  the  stockholder's  and of the Board of Directors
meetings  in  one  or  more  books  provided  for  that  purpose;

ii.     ensure that all notices are duly given in accordance with the provisions
of  these  bylaws  or  as  required  by  law;

iii.     act  as  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;

iv.     keep  a  register  of  the post office address of each stockholder which
shall  be  furnished  to  the  Secretary  by  such  stockholder;

v.     sign  with the President, certificates for shares of the Corporation, the
issuance  of  which  shall  have  been  authorized by resolution of the Board of
Directors;

vi.     have general charge of the stock transfer books of the Corporation; and,

vii.     in  general  perform all duties incident to the office of secretary and
such  other  duties as from time to time may be assigned to the Secretary by the
President  or  by  the  Board  of  Directors.

(c)     TREASURER.  The  Treasurer  is  the  Chief  Financial  Officer  of  the
Corporation  and  shall  keep  and maintain, or cause to be kept and maintained,
adequate  and  correct  accounts of the properties and financial-transactions of
the  Corporation,  and shall send or cause to be sent to the stockholders of the
Corporation  such financial statements and reports as are by law or these bylaws
required  to  be  sent to them.  The Treasurer shall deposit all funds and other
valuables  in  the  name  and  to  the  credit  of  the  Corporation  with  such
depositories as may be designated by the Board of Directors. The Treasurer shall
disburse  the  funds  of  the  Corporation  as  may  be  ordered by the Board of
Directors,  shall  render  to the President and the Board of Directors, whenever
they  request  it,  an  account  of  all  transactions  as  Treasurer and of the
financial  conditions  of  the Corporation, and shall have such other powers and
perform  such  other  duties  as  may  be  prescribed by the Board of Directors.

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 that becomes
vacant with a successor who shall hold office for the unexpired term and until a
successor  is  duly  elected  and  qualified.

06.     SALARIES.  The  salaries  of  all  officers  of the Corporation shall be
fixed  by  the  Board  of  Directors.

07.     AGENTS.  The  President  or  Treasurer may appoint agents with power and
authority,  as defined or limited in their appointment, for and on behalf of the
Corporation  to  execute  and  deliver,  and  affix  the seal of the Corporation
thereto,  to  bonds,  undertakings,  recognizance,  consents  of surety or other
written  obligations  in the nature thereof and any said officers may remove any
such  agent  and  revoke  the  power  and  authority  given  to  him.

                                   ARTICLE IV

                      SHARE CERTIFICATES AND CAPITAL STOCK

01.     FORM  AND  EXECUTION  OF  CERTIFICATES.  Certificates  for shares of the
capital stock of the Corporation shall be in such form as is consistent with the
provisions of the Nevada Revised Statutes. They shall be signed by the President
and  by the Secretary, and the seal of the Corporation shall be affixed thereto.
The  Corporation  shall  not  issue  certificates for a fraction of a share, but
shall  instead  issue  such  additional  fraction  of a share as is necessary to
increase the fractional share to a full share.  If the Corporation is authorized
to  issue more than one class of stock or more than one series of any class, the
designations,  preferences and relative participating, optional or other special
rights  of  the  various  classes  of  shares  or  series  thereof  and  the
qualifications,  limitations  or restrictions of such rights, shall be set forth
in  full  or  summarized  on  the face or the back of the certificate, which the
Corporation  shall  issue  to  represent  such  shares.

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
the  Corporation.

03.     LOSS  OR  DESTRUCTION  OF CERTIFICATES.  If any certificate of shares is
lost  or destroyed, another certificate 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.

04.     FACSIMILE  SIGNATURES.  If  a  certificate is signed by a transfer agent
other  than  the Corporation or its employees, the signatures of the officers of
the  Corporation  may  be  facsimiles.  If  any  officer who has signed or whose
facsimile signature has been placed upon a certificate ceases to be such officer
before  such certificate is issued, such certificate may be issued with the same
effect  as  though the person had not ceased to be such officer. The seal of the
Corporation,  or  a  facsimile  thereof,  may,  but  need  not  be,  affixed  to
certificates  of  shares.

05.     REGISTERED  OWNER.  The  Corporation  shall be entitled to recognize the
person  registered on its books as the owner of shares to be the exclusive owner
for  all  purposes  including voting and distribution, and the Corporation shall
not  be  bound  to  recognize  any  equitable or other claim or interest in such
shares  on the part of any other person, whether or not it shall have express or
other  notice  thereof,  except  as  otherwise  provided  by the laws of Nevada.

                                   ARTICLE V

                               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 stockholders 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 stockholders 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 stockholders, when certified by the President or the
Secretary.

                                   ARTICLE VI

                   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.

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  Sections 01 or 02 of this Article, 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  Sections  01 and 02 of this
Article  (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
Sections  01 and 02 of this Article. 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 stockholders.
Anyone  making  such  a determination under this Section 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.

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 Section 04 of this Article 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 as
authorized  in  this  Section.

06.     NONEXCLUSIVITY.  The  indemnification provided in this Article shall not
be  deemed  exclusive  of  any  other  rights  to which those indemnified may be
entitled  under any law, bylaw, agreement, vote of stockholders 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.     FURTHER  BYLAWS.  The  Board  of  Directors  may from time to time adopt
further  bylaws with specific respect to indemnification and may amend these and
such bylaws to provide at all times the fullest indemnification permitted by the
Nevada  Revised  Statutes.

                                  ARTICLE VII

                                   AMENDMENT

These  bylaws  may only 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  of  Directors.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

01.     REGISTERED OFFICE.  The registered office of the Corporation shall be in
Carson  City,  State  of  Nevada.  The Corporation may also have offices at such
other  places  both  within  and  without  the  State  of Nevada as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

02.     FISCAL  YEAR.  The  fiscal  year  of  the  Corporation  shall  be set by
resolution  of  the  Board  of  Directors.

03.     DISTRIBUTIONS.  Subject  to  applicable  law  and  the  Articles  of
Incorporation,  distributions  upon  the capital stock of the Corporation may be
declared by the Board of Directors at any regular or special meeting thereof and
paid  in  cash,  in  property  or  in  shares  of  capital  stock.

04.     RESERVES.  Before  payment  of  any distribution, there may be set aside
out of any funds of the Corporation available for distributions such sum or sums
as  the  Board of Directors may from time to time, in their absolute discretion,
think  proper  as a reserve or reserves to meet contingencies, or for equalizing
distributions or for repairing or maintaining any property of the Corporation or
for such other purpose as the Board of Directors deems conducive to the interest
of  the  Corporation,  and the Board of Directors may modify or abolish any such
reserve  in  the  manner  in  which  it  was  created.

05.     CHECKS  AND  NOTES.  All  checks  or  demands for money and notes of the
Corporation  shall be signed by such officer or officers or such other person or
persons  as  the  Board  of  Directors  may  from  time  to  time  designate.

06.     REPRESENTATION  OF  SHARES  OF OTHER CORPORATIONS.  The President or any
other  officer  expressly  authorized by the Board of Directors or the President
are authorized to vote, represent, and exercise on behalf of the Corporation all
rights  incident  to any and all shares of any other corporation standing in the
name of the Corporation. The authority herein granted may be exercised either by
any  such  officer in person or by any other person authorized to do so by proxy
or  power  of  attorney  duly  executed  by  said  officer.