**AMENDED
      AND RESTATED BYLAWS**


**OF**


**METALLINE
      MINING COMPANY**


(A
      Nevada
      for profit corporation)





**As
      adopted September 11, 2005 and amended as of May 1, 2006**





**ARTICLE
      1**


**GENERAL
      PROVISIONS**





**1.1** **State
      of Incorporation** .
      This
      Corporation is incorporated under the laws of the State of Nevada. Any reference
      to "this state" means the State of Nevada, and any reference to "the laws of
      this state" includes the Nevada General Corporation Law.





**1.2** **Gender
      and Number** .
      Any use
      of the masculine includes the feminine and the neuter; and any use of the
      singular includes the plural, whenever such meanings are
      appropriate.





**1.3** **Headings** .
      The
      headings appearing at the beginning of each Article and Section in these Bylaws
      are intended only as an index and are not to be construed to vary the meaning
      of
      the provision to which they refer.





**1.4** **Required
      by Law** .
      The
      term "required by law" as used in these Bylaws means as required from time
      to
      time by the Nevada General Corporation Law or the Articles of Incorporation
      of
      the Corporation.





**ARTICLE
      2**


**OFFICES**





The
      registered office of the Corporation in this state shall be located at c/o
      Laughlin Associates, Inc., 2533 N. Carson St., Carson City, NV 89706. The
      principal business office of the Corporation shall be located at 1330 E.
      Margaret Avenue, Coeur d'Alene, Idaho 83815. The Corporation may have such
      other
      offices without restrictions as to location as the Board of Directors may
      designate or as the business of the Corporation may require.





**ARTICLE
      3**


**MEETINGS
      OF SHAREHOLDERS**





**3.1** **Annual
      Meeting** .
      The
      annual meeting of the shareholders shall be held on such date and at such time
      as may be designated by the Board of Directors. Unless the date or time or
      location is otherwise specified by the Board of Directors, the annual meeting
      shall be held at the principal business office of the Corporation in Coeur
      d'Alene, Idaho on the fourth Monday in April of each year at 10:00 a.m. local
      time, or as close thereto as practicable.




**3.2** **Special
      Meetings** .
      Special
      meetings of the shareholders, for any purpose or purposes described in the
      notice of the meeting, may be called by a two-thirds (2/3) majority of the
      Board
      of Directors or by the president.





**3.3** **Notice
      of Meeting** .
      Written
      notice of the place, date, and time of all meetings of the shareholders shall
      be
      given, not less than ten nor more that sixty days before the date on which
      the
      meeting is to be held, to each shareholder entitled to vote at such meeting,
      except as otherwise provided herein or required by law. Notice of a meeting
      of
      shareholders must include a description of the purpose or purposes for which
      the
      meeting is called and the means of electronic communications, if any, by which
      shareholders and proxies shall be deemed to be present in person and allowed
      to
      vote.










The
      Corporation may give any notice to shareholders by a form of electronic
      transmission consented to by the shareholder to whom the notice is given. The
      consent to receive notice by electronic transmission may be revoked by the
      shareholder by written notice to the Corporation.





When
      a
      meeting is adjourned to another place, date or time, written notice need not
      be
      given of the adjourned meeting if the place, date and time thereof are announced
      at the meeting at which the adjournment is taken; provided, however, that if
      the
      date of any adjourned meeting is more than four months after the date for which
      the meeting was originally noticed, or if a new record date is fixed for the
      adjourned meeting, written notice of the adjourned meeting must be given to
      persons who are shareholders as of the new record date. At any adjourned
      meeting, any business may be transacted which might have been transacted at
      the
      original meeting.





**3.4** **Waiver
      of Notice** .
      Notice,
      pursuant to Section 3.3, may be waived by the written consent of the party
      or
      parties entitled to be present at the meeting and will be waived by any
      shareholder by attendance of the shareholder in person or by proxy, unless
      at
      the beginning of the meeting the shareholder objects to holding the meeting
      or
      transacting business at the meeting. Any shareholder waving notice of a meeting
      shall be bound by the proceedings of the meeting in all respects as if due
      notice thereof had been given.





**3.5** **Place
      of Meetings** .
      The
      location for any meeting of the shareholders shall be the principal business
      office of the Corporation unless another location for that meeting is designated
      by the Board of Directors.





**3.6** **Fixing
      of Record Date** .
      The
      Board of Directors may fix in advance a date as the record date for any
      determination of shareholders; the record date is to be not more than 60 or
      less
      than ten days prior to the meeting or action requiring a determination of
      shareholders. When a determination of shareholders entitled to vote at any
      meeting of shareholders has been made as provided in this Section, that
      determination applies to any continuation of that meeting unless a new record
      date for that meeting is fixed by the Board of Directors, which the Board must
      do if the meeting is adjourned to a date more than four months after the date
      fixed for the original meeting.




**3.7** **Quorum** .
      At any
      meeting of the shareholders, one-third of all shares entitled to vote, present
      in person or by proxy, at the meeting shall constitute a quorum, unless or
      except to the extent that the presence of a larger number may be required by
      law.





If
      a
      quorum is not present at any meeting, the chairman of the meeting or the holders
      of a majority of the shares of stock entitled to vote who are present, in person
      or by proxy, may adjourn the meeting to another place, date, or time. Once
      a
      share is represented for any purpose at a meeting, it is deemed present for
      quorum purposes for the remainder of the meeting and for any adjournment of
      that
      meeting unless a new record date is or must be set for that adjourned
      meeting.





**3.8** **Organization** .
      Such
      person as the Board of Directors may have designated or, in the absence of
      such
      designation, such person as may be chosen by the holders of a majority of the
      shares entitled to vote who are present, in person or by proxy, shall call
      to
      order any meeting of the shareholders and act as chairman of the meeting. In
      the
      absence of the Secretary of the Corporation, the secretary of the meeting shall
      be such person as the chairman appoints.





**3.9** **Conduct
      of Business** .
      Except
      as may be otherwise required by law, the chairman of any meeting of shareholders
      shall determine the order of business and the procedure at the meeting,
      including regulation of the manner of voting and the conduct of
      discussion.










To
      be
      properly brought before the annual or any special shareholders' meeting,
      business must be: (i) specified in the notice of meeting (or any supplement
      thereto) given by or at the direction of the Board of Directors;
      (ii) otherwise properly brought before the meeting by or at the direction
      of the Board of Directors; or (iii) otherwise properly brought before an
      annual meeting by a shareholder in accordance with the manner specified in
      these
      Bylaws. In addition to any other applicable requirements, for business to be
      properly brought before the annual meeting by a shareholder, the shareholder
      must have given timely notice thereof in writing to the Secretary of the
      Corporation. To be timely, a shareholder's notice must be: (i) delivered to
      or mailed; and (ii) received at the principal executive offices of the
      Corporation by the Secretary of the Corporation not less than 75 days nor more
      than 90 days prior to the meeting; provided, however, that in the event that
      less than 90 days' notice or prior public disclosure of the date of the meeting
      is given or made to shareholders generally, notice by the shareholder to be
      timely must be so received, (i) for the annual shareholders' meeting, not
      less than 75 days nor more than 90 days prior to the one year anniversary of
      the
      Corporation's previous annual meeting; and (ii) for any special
      shareholders' meeting, not later than the close of business on the 10th day
      following the day on which such notice of the date of the meeting was mailed
      or
      such public disclosure was made, whichever first occurs. Such shareholder's
      notice to the Secretary shall set forth as to each matter the shareholder
      proposes to bring before the meeting: (i) the text of the proposal to be
      presented and a brief written statement of the reasons why such shareholder
      favors the proposal; (ii) the name and record address of the shareholder
      proposing such business; (iii) the class and number of shares of capital
      stock of the Corporation which are beneficially owned by the shareholder; and
      (iv) any material interest of the shareholder in such
      business.




Notwithstanding
      anything in these Bylaws to the contrary, no business shall be conducted at
      the
      annual or any special meeting except in accordance with the procedures set
      forth
      in this Section 3.9.





The
      chairman of the meeting shall, if the facts warrant, determine and declare
      to
      the meeting that business was not properly brought before the meeting in
      accordance with the provisions of this Section 3.9, and if he should so
      determine and declare, any such business not properly brought before the meeting
      shall not be transacted.





**3.10** **Voting** .
      Each
      shareholder of record is entitled to one vote for each share of stock having
      voting power and registered in his name on the books of the Corporation. If
      a
      quorum is present, the affirmative vote of a majority of the shares cast in
      favor of the subject matter shall be the act of the shareholders, unless the
      vote of a greater proportion or number or voting by classes is otherwise
      required by statute or by the Articles of Incorporation or the
      Bylaws.





**3.11** **Proxies** .
      A
      shareholder may appoint a proxy to vote or otherwise act for him by signing
      an
      appointment form, either personally or by his attorney-in-fact. An appointment
      of a proxy is effective when received by the Secretary or other officer or
      agent
      authorized to tabulate votes. An appointment is valid for six months unless
      another period is expressly provided in the appointment form, which period
      shall
      in no event exceed seven years from the date of its execution. An appointment
      of
      a proxy is revocable by the shareholder unless the appointment form
      conspicuously states that it is irrevocable and is coupled with an
      interest.





**3.12** **Shareholders'
      List** .
      A
      complete list of shareholders entitled to vote at any meeting of shareholders,
      arranged in alphabetical order for each class of stock and showing the address
      of each such shareholder and the number of shares registered in his name, shall
      be open to the examination of any shareholder of record of the Corporation
      for
      at least six months immediately preceding a demand for examination, or any
      person holding, or thereunto authorized in writing by the holders of, at least
      5% of all outstanding shares of the Corporation, upon at least five days written
      demand, during ordinary business hours at the principal place of business of
      the
      Corporation.





The
      share
      list shall also be kept at the place of the meeting during the whole time
      thereof and shall be open to the examination of any such shareholder who is
      present. This list shall presumptively determine the identity of the
      shareholders entitled to vote at the meeting and the number of shares held
      by
      each of them.










**3.13** **No
      Action by Consent of Shareholders Without a Meeting** .
      Whenever shareholders are required or permitted to take any action by vote,
      such
      action may not be taken without a meeting brought in accordance with the
      provisions of this Article 3.




**ARTICLE
      4**


**BOARD
      OF DIRECTORS**





**4.1** **General
      Powers** .
      The
      business and affairs of the Corporation shall be managed by the Board of
      Directors.





**4.2** **Number
      and Qualification** .
      The
      number of directors shall be fixed at not more than nine nor less than three,
      as
      determined by a two-thirds (2/3) majority of the directors then holding office.
      Directors need not be shareholders or residents of this state, but must be
      of
      legal age.





**4.3** **Election
      and Term of Office** .
      Each
      director shall be elected at the annual meeting of the shareholders for a term
      of one year and shall serve until his successor is elected and qualified, except
      as otherwise provided by these Bylaws or required by law.





Whenever
      the authorized number of directors is increased between annual meetings of
      the
      shareholders, a two-thirds (2/3) majority of the directors then in office shall
      have the power to elect such new directors for the balance of a term and such
      directors shall serve until their successors are elected and qualified. Any
      decrease in the authorized number of directors shall not become effective until
      the expiration of the term of the directors then in office unless, at the time
      of such decrease, there shall be vacancies on the Board which are being
      eliminated by the decrease.





**4.4** **Meetings** .
      The
      annual meeting of the Board of Directors shall be held as soon as practicable
      after the adjournment of the annual meeting of the shareholders. The Board
      of
      Directors may also designate more frequent intervals for regular meetings.
      The
      location for any meeting of the Board of Directors shall be the principal
      business office of the Corporation unless another location for that meeting
      is
      designated by the Board of Directors. Special meetings may be called at any
      time
      by the chairman of the Board, the president or a majority of the
      directors.





**4.5** **Participation
      in Meetings By Telephone Conference** .
      Members
      of the Board of Directors, or of any committee thereof, may participate in
      a
      meeting of such Board or committee by means of telephone conference or similar
      communications equipment by means of which all persons participating in the
      meeting can simultaneously hear each other and such participation shall
      constitute presence in person at such meeting.





**4.6** **Notice
      of Meetings of Board of Directors** .
      The
      annual and all regular meetings of the Board of Directors may be held without
      notice. Notice of the place, date, and time of any special meeting shall be
      given each director by whom it is not waived by mailing written notice not
      less
      than five days before the meeting or by a facsimile transmission of the same
      not
      less than 24 hours before the meeting. Unless otherwise indicated in the notice
      thereof, any and all business may be transacted at a special meeting. Neither
      the business to be transacted nor the purpose of the meeting need be specified
      in any notice of waiver of notice.





**4.7** **Quorum
      and Vote** .
      The
      presence of a majority of the directors constitutes a quorum for the transaction
      of business. When a quorum is once present to organize a meeting, then it is
      not
      broken by the subsequent withdrawal of any of those present. Unless a different
      requirement is prescribed by these Bylaws, or required by law, the vote of
      a
      majority of the directors present at a meeting at which a quorum is present
      is
      the act of the Board of Directors.









**4.8** **Presumption
      of Assent** .
      A
      director who is present at a meeting of the Board of Directors is presumed
      to
      have concurred in any action taken at the meeting unless one of the following
      occur: (1) the director objects at the beginning of the meeting (or
      promptly upon his arrival) to holding or transacting business at the meeting;
      (2) the director's dissent to or abstention from such action is entered in
      the minutes of the meeting; or (3) the director submits his written dissent
      or abstention to the presiding officer of the meeting before its adjournment
      or
      to the Corporation immediately after the adjournment of the meeting. The right
      to dissent or abstain does not apply to a director who voted in favor of the
      action.





**4.9** **Powers** .
      The
      Board of Directors may, except as otherwise required by law, exercise all such
      powers and do all such acts and things as may be exercised or done by the
      Corporation, including, without limiting the generality of the foregoing, the
      unqualified power:





(1) To
      declare dividends from time to time in accordance with law;





(2) To
      purchase or otherwise acquire any property, rights or privileges on such terms
      as it shall determine;





(3) To
      authorize the creation, making and issuance, in such form as it may determine,
      of written obligations of every kind, negotiable or non-negotiable, secured
      or
      unsecured, and to do all things necessary in connection therewith;





(4) To
      remove
      any officer of the Corporation with or without cause, and from time to time
      to
      devolve the powers and duties of any officer upon any other person for the
      time
      being;





(5) To
      confer
      upon any officer of the Corporation the power (and to eliminate such power)
      to
      appoint, remove and suspend subordinate officers, employees and agents;





(6) To
      adopt
      from time to time such stock, option, stock purchase, bonus or other
      compensation plans for directors, officers, employees and agents of the
      Corporation and its subsidiaries as it may determine;





(7) To
      adopt
      from time to time such insurance, retirement, and other benefit plans for
      directors, officers, employees and agents of the Corporation and its
      subsidiaries as it may determine; and





(8) To
      adopt
      from time to time resolutions, not inconsistent with these Bylaws, for the
      management of the Corporation's business and affairs.





**4.10** **Compensation
      of Directors** .
      Directors may receive only such compensation for their services as directors
      as
      is approved by the Board of Directors; but the Board of Directors may authorize
      reimbursement of expenses incurred in the performance of their duties. Such
      authorization may prescribe the procedure for approval and payment of such
      expenses by designated officers of the Corporation. Nothing herein precludes
      a
      director from serving the Corporation in any other capacity and receiving
      compensation for such services.




**4.11** **Action
      by Consent of Directors** .
      Whenever the Board of Directors is required or permitted to take any action
      by
      vote, such action may be taken without a meeting on written consent setting
      forth the action so taken, signed in one or more counterparts by all directors
      entitled to vote with respect to the subject matter thereof.










**ARTICLE
      5**


**COMMITTEES**





**5.1** **Committees** .
      The
      Board of Directors, by a resolution adopted by a majority of the entire Board
      of
      Directors, may create one or more committees, consisting of one (1) or more
      directors. Except as otherwise limited by this Section, any committee may be
      delegated such authority as the Board of Directors deems desirable. However,
      no
      committee may exercise the authority of the Board of Directors to do any of
      the
      following:





(a) Amend
      the
      Corporation's Articles of Incorporation;





(b) Adopt,
      amend or repeal the Bylaws;





(c) Take
      any
      action requiring the approval of a two-thirds (2/3) majority of
      directors;





(d) Submit
      to
      shareholders any action;





(e) Fill
      vacancies on the Board of Directors or on any committee;





(f) Adopt
      a
      plan of distribution of the corporate assets except according to a formula
      or a
      method specifically prescribed by the Board of Directors;





(g) Approve
      a
      plan of merger;





(h) Authorize
      or approve reacquisition of shares, except according to a formula or method
      prescribed by the Board of Directors; or





(i) Authorize
      or approve the issuance or sale or contract for sale of shares or determine
      the
      designation and relative rights, preferences and limitations of a class or
      series of shares, except that the Board of Directors may authorize a committee
      to do so within limits specifically prescribed by the Board of
      Directors.





Each
      committee serves at the pleasure of the Board of Directors. The designation
      of
      any committee and the delegation of authority to that committee does not relieve
      any director of any responsibility imposed by law.




**5.2** **Conduct
      of Business** .
      Each
      committee may determine the procedural rules for meeting and conducting its
      business and shall act in accordance therewith, except as otherwise provided
      herein or required by law. Adequate provision shall be made for notice to
      members of all meetings; a majority of the members shall constitute a quorum
      unless the committee shall consist of two members, in which event one member
      shall constitute a quorum; and all matters shall be determined by a majority
      vote of the members present. Action may be taken by any committee without a
      meeting if all members thereof consent thereto in writing, and any writings
      are
      filed with the minutes of the proceedings of such committee.










**ARTICLE
      6**


**OFFICERS**





**6.1** **Number** .
      The
      offices of the Corporation shall consist of a president, a secretary, a
      treasurer and such other officers as the Board of Directors may deem necessary.
      The Corporation may also have a chairman of the Board. Any two or more offices
      may be held by the same person.





**6.2** **President** .
      The
      president shall be the chief executive officer of the Corporation. Subject
      to
      the provisions of these Bylaws and to the direction of the Board of Directors,
      he shall have the responsibility for the general management and control of
      the
      business and affairs of the Corporation and shall perform all duties and have
      all powers that are commonly incident to the office of chief executive or that
      are delegated to him by the Board of Directors. He shall have power to sign
      all
      share certificates, contracts and other instruments of the Corporation that
      are
      authorized and shall have general supervision and direction of all of the other
      officers, employees and agents of the Corporation.





**6.3** **Chairman
      of the Board** .
      If the
      Board of Directors elects a chairman of the Board, such officer shall preside
      over all meetings of the Board of Directors and of shareholders; provided,
      however, that if there be no chairman of the Board, the President shall preside
      over all meetings of the Board of Directors and of shareholders.





**6.4** **Vice
      President** .
      Each
      vice-president shall have such powers and duties as may be delegated to him
      by
      the Board of Directors. One vice president (if there is one) shall be designated
      by the Board of Directors to perform the duties and exercise the powers of
      the
      president in the event of the president's absence or disability.





**6.5** **Treasurer** .
      The
      treasurer shall have the responsibility for maintaining the financial records
      of
      the Corporation and shall have custody of all monies and securities of the
      Corporation. He shall make such disbursements of the funds of the Corporation
      as
      are authorized and shall render from time to time an account of all such
      transactions and of the financial condition of the Corporation. The treasurer
      shall also perform such other duties as the Board of Directors may from time
      to
      time prescribe.





**6.6** **Secretary** .
      The
      secretary shall issue all authorized notices for, and shall keep minutes of,
      all
      meetings of the shareholders and the Board of Directors. He shall have charge
      of
      the corporate books and shall perform such other duties as the Board of
      Directors may from time to time prescribe.




**6.7** **Delegation
      of Authority** .
      The
      Board of Directors may from time to time delegate the powers or duties of any
      officer to any other officers or agents, notwithstanding any provisions
      hereof.





**6.8** **Election
      and Term** .
      The
      officers of the Corporation shall be elected by a two-thirds (2/3) majority
      of
      the Board of Directors; provided, however, that a two-thirds (2/3) majority
      of
      the Board of Directors may empower the president of the Corporation to appoint
      officers other than the president, chairman of the Board or treasurer. Each
      officer shall serve until the expiration of the term for which he is elected
      or
      appointed, and thereafter until his successor has been elected or appointed
      and
      qualified or until his earlier resignation or removal. An officer need not
      be a
      director.





**6.9** **Compensation** .
      The
      Board of Directors may fix compensation of the officers and employees of the
      Corporation. The Board of Directors may delegate to any officer the authority
      to
      fix such compensation except his own.





**6.10** **Action
      with Respect to Securities of Other Corporations** .
      Unless
      otherwise directed by the Board of Directors, the president or any officer
      of
      the Corporation authorized by the president shall have power to vote and
      otherwise act on behalf of the Corporation, in person or by proxy, at any
      meeting of shareholders of or with respect to any action of shareholders of
      any
      other corporation in which this Corporation may hold securities and otherwise
      to
      exercise any and all rights and powers which this Corporation may possess by
      reason of its ownership of securities in such other corporation.










**ARTICLE
      7**


**RESIGNATIONS,
      REMOVALS AND VACANCIES**





**7.1** **Resignations** .
      Any
      officer or director may resign at any resignation time by giving written notice
      to the Corporation. Any such resignation takes effect at the time specified
      therein, or, if no time is specified, then upon its acceptance by the Board
      of
      Directors.





**7.2** **Removal
      of Officers** .
      Any
      officer may be removed by a two-thirds (2/3) majority of the Board of Directors
      or by the President at any time with or without cause.





**7.3** **Removal
      of Directors** .
      One or
      more of the directors may be removed by a two-thirds (2/3) majority of the
      Board
      of Directors at any time with or without cause. One or more of the directors
      may
      be removed with or without cause by vote of shareholders of the Corporation
      holding at least sixty-six and two-thirds percent (66 2/3%) of the Corporation's
      outstanding voting shares then entitled to vote at an election of directors.
      A
      director may be removed by the shareholders only at a meeting called for the
      purpose of removing him and the meeting notice must state that the purpose,
      or
      one of the purposes, of the meeting is removal of directors.




**7.4** **Vacancies** .
      Vacancies occurring in any office or directorship for any reason, may be filled
      for the unexpired term by the vote of a two-thirds (2/3) majority of the
      directors then in office, even if less than a quorum exists, and shall serve
      until his successor is elected and qualified; provided, however, that if the
      president of the Corporation has been empowered pursuant to Section 6.8 of
      these
      Bylaws to appoint officers, then the president may fill any vacancies in those
      offices he is empowered to appoint. A vacancy that will occur at a specific
      later date may be filled before the vacancy occurs but the new director may
      not
      take office until the vacancy occurs.





**ARTICLE
      8**


**CONTRACTS,
      CHECKS, DEPOSITS AND FUNDS**





**8.1** **Authorization** .
      The
      Board of Directors may authorize any agent to enter into any contract or execute
      and deliver any instrument in the name of and on behalf of the Corporation;
      and
      such authority may be general or confined to specific instances. The Board
      of
      Directors may determine all requirements relating to who may execute, and the
      manner of execution for, all orders for the payment of money and evidences
      of
      indebtedness issued in the name of the Corporation.





**8.2** **Funds** .
      All
      funds of the Corporation not otherwise utilized shall be deposited to the credit
      of the Corporation in such depositories as the Board of Directors may select
      or
      as may be designated by any agent of the Corporation to whom such power is
      delegated by the Board of Directors.





**8.3** **Acceptance
      of Gifts** .
      The
      Board of Directors, or any agent of the Corporation to whom such authority
      is
      delegated by the Board of Directors, may accept on behalf of the Corporation
      any
      contribution, gift, bequest or devise for general purposes or for any special
      purpose of the Corporation.





**8.4** **Audits** .
      For any
      fiscal year, the accounts of the Corporation will be audited upon the written
      request of any director by an independent certified public accountant, provided,
      however, that only one such audit shall be required pursuant to the terms of
      this Section. The report of the audit shall be submitted to each
      director.










**8.5** **Bond** .
      At the
      direction of the Board of Directors, any officer or employee of the Corporation
      may be bonded. The expense of furnishing any such bond will be paid by the
      Corporation.





**ARTICLE
      9**


**CAPITAL
      STOCK**





**9.1** **Share
      Certificates** .
      Shares
      may but need not be represented by certificates. Share certificates shall be
      signed by any two officers (which signatures may be facsimile signatures) of
      the
      Corporation so designated by the Board of Directors, and, the absence of such
      designation, by the president and the secretary. At a minimum, each share
      certificate must state on its face:




(a) the
      name
      of the issuing corporation and that it is organized under the laws of this
      State;





(b) the
      name
      of the persons to whom issued; and





(c) the
      number and class of shares and the designation of the series, if any, the
      certificate represents.





**9.2** **Transfers
      of Shares** .
      Transfers of shares shall be made only upon the transfer books of the
      Corporation kept at an office of the Corporation or by transfer agents
      designated to transfer shares of the Corporation, but such shares are subject
      to
      any restriction on transfer imposed by either the applicable securities laws
      or
      any applicable shareholder agreements. Except where a certificate is issued
      in
      accordance with Section 9.3 of these Bylaws, an outstanding certificate for
      the
      number of shares involved shall be surrendered for cancellation before a new
      certificate is issued therefore.





**9.3** **Loss
      of Certificates** .
      In the
      case of the loss, theft, mutilation, or destruction of a share certificate,
      a
      new certificate may be issued upon such terms as the Board of Directors
      prescribes, concerning proof of such loss, theft or destruction and concerning
      the giving of satisfactory bond or bonds of indemnity.





**9.4** **Regulations** .
      The
      issue, transfer, conversion and registration of certificates for shares shall
      be
      governed by such other regulations as the Board of Directors may
      establish.





**ARTICLE
      10**


**NOTICES**





**10.1** **Notices** .
      Except
      as otherwise specifically provided herein or required by law, all notices
      required to be given to any shareholder, director, officer, employee or agent
      shall be in writing and may in every instance be effectively given by hand
      delivery to the recipient thereof and/or by depositing such notice in the mails,
      postage paid. Any such notice shall be addressed to such shareholder, director,
      officer, employee or agent at his or her last known address as the same appears
      on the books of the Corporation The time when such notice is received, if hand
      delivered or when such notice is dispatched if delivered through the mails
      or
      overnight courier shall be the time of the giving of the notice.





**10.2** **Waiver
      of Notice** .
      Whenever any notice is required to be given to any shareholder or director
      of
      the Corporation, a written waiver of that notice signed by each person entitled
      to notice, whether signed before or after, the time stated therein, is
      equivalent to the giving of notice.









**ARTICLE
      11**


**INDEMNIFICATION**





**11.1** **Indemnification** .
      The
      Corporation shall indemnify, to the fullest extent permitted by applicable
      law,
      any person, and the estate and personal representative of any such person,
      against all liability and expense (including attorneys' fees) incurred by reason
      of the fact that he is or was a director or officer of the Corporation or,
      while
      serving at the request of the Corporation as a director, officer, partner,
      trustee, employee, fiduciary, or agent of, or in any similar managerial or
      fiduciary position of, another domestic or foreign corporation or other
      individual or entity or of an employee benefit plan. The Corporation also shall
      indemnify any person who is serving or has served the Corporation as director,
      officer, employee, fiduciary, or agent, and that person's estate and personal
      representative, to the extent and in the manner provided in any bylaw,
      resolution of the shareholders or directors, contract, or otherwise, so long
      as
      such provision is legally permissible.





**11.2** **Limitation
      of Director Liability** .
      A
      director of the Corporation shall not be personally liable to the Corporation
      or
      its shareholders for monetary damages for breach of fiduciary duty as a
      director, except for liability (i) for any breach of the director's duty of
      loyalty to the Corporation or to its shareholders, (ii) for acts or omissions
      not in good faith or which involve intentional misconduct or a knowing violation
      of law, or (iii) for any transaction from which the director derived an improper
      personal benefit. If the Nevada General Corporation Law is amended after this
      Article is adopted to authorize corporate action further eliminating or limiting
      the personal liability of directors, then the liability of a director of the
      Corporation shall be eliminated or limited to the fullest extent permitted
      by
      the Nevada General Corporation Law, as so amended.





Any
      repeal or modification of the foregoing paragraph by the shareholders of the
      Corporation shall not adversely affect any right or protection of a director
      of
      the Corporation existing at the time of such repeal or
      modification.





**ARTICLE
      12**


**MISCELLANEOUS**





**12.1** **Corporate
      Seal** .
      The
      Corporation may have a corporate seal which may be adopted or altered by the
      Board of Directors. The presence or absence of a seal on any instrument, or
      its
      addition thereto, does not affect the character, validity, or legal effect
      of
      that instrument.





**12.2** **Facsimile
      Signatures** .
      Facsimile signatures of any officer or officers of the Corporation may be used
      whenever and as authorized by these Bylaws, the Board of Directors or a
      committee thereof, unless the use of facsimile signatures is not authorized
      by
      law.





**12.3** **Reliance
      upon Books, Reports and Records** .
      Each
      director, each member of any committee designated by the Board of Directors,
      and
      each officer of the Corporation shall, in the performance of his duties, be
      fully protected in relying in good faith upon the books of account or other
      records of the Corporation, including reports made to the Corporation by any
      of
      its officers, by an independent certified public accountant, or by an appraiser
      selected with reasonable care.





**12.4** **Fiscal
      Year** .
      The
      fiscal year of the Corporation shall be as fixed by the Board of
      Directors.





**12.5** **Time
      Periods** .
      In
      applying any provision of these Bylaws which require that an act be done or
      not
      done a specified number of days prior to an event or that an act be done during
      a period of a specified number of days prior to an event, calendar days shall
      be
      used, the day of the doing of the act shall be excluded, and the day of the
      event shall be included.










**ARTICLE
      13**


**AMENDMENTS**





These
      Bylaws may be amended or repealed by a two-thirds (2/3) majority of the Board
      of
      Directors, unless otherwise required by law, or by shareholders of the
      Corporation holding at least sixty-six and two-thirds percent (66 2/3%) of
      the
      Corporation's outstanding voting shares then entitled to vote at an election
      of
      directors.