**Bylaws
      of China BAK Battery, Inc.**





**(as
      last amended on November 30, 2007)**





**ARTICLE
      I**





**OFFICES**





Section
      1.1 Registered Office. The registered office and registered agent of China
      BAK
      Battery, Inc. (the “Corporation”) will be as from time to time set forth in the
      Corporation’s Articles of Incorporation or in any certificate filed with the
      Secretary of State of the State of Nevada to amend such
      information.





Section
      1.2 Other Offices. 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.





**ARTICLE
      II**





**SHAREHOLDERS**





Section
      2.1 Place of Meetings. All meetings of the shareholders for the election of
      Directors will be held at such place, within or without the State of Nevada
      or
      the United States of America, as may be fixed from time to time by the Board
      of
      Directors. Meetings of shareholders for any other purpose may be held at such
      time and place, within or without the State of Nevada or the United States
      of
      America, as may be stated in the notice of the meeting or in a duly executed
      waiver of notice thereof.





Section
      2.2 Annual Meeting. An annual meeting of the shareholders will be held at such
      time as may be determined by the Board of Directors, at which meeting the
      shareholders will elect a Board of Directors and transact such other business
      as
      may properly be brought before the meeting.





Section
      2.3 List of Shareholders. At least ten (10) days before each meeting of
      shareholders, a complete list of the shareholders entitled to vote at such
      meeting, arranged in alphabetical order, with the address of and the number
      of
      voting shares registered in the name of each, will be prepared by the officer
      or
      agent having charge of the stock transfer books. Such list will be kept on
      file
      at the registered office of the Corporation for a period of ten (10) days
      prior to such meeting and will be subject to inspection by any shareholder
      at
      any time during usual business hours. Such list will be produced and kept open
      at the time and place of the meeting during the whole time thereof, and will
      be
      subject to the inspection of any shareholder who may be present.





Section
      2.4 Special Meetings. Special meetings of the shareholders, for any purpose
      or
      purposes, unless otherwise prescribed by law, the Articles of Incorporation
      or
      these Bylaws, may be called by the President or the Board of Directors, or
      will
      be called by the President or Secretary at the request in writing of the holders
      of not less than thirty percent (30%) of all the shares issued, outstanding
      and entitled to vote. Such request will state the purpose or purposes of the
      proposed meeting. Business transacted at all special meetings will be confined
      to the purposes stated in the notice of the meeting unless all shareholders
      entitled to vote are present and consent.









Section
      2.5 Notice. Written or printed notice stating the place, day and hour of any
      meeting of the shareholders and, in case of a special meeting, the purpose
      or
      purposes for which the meeting is called, will be delivered not less than ten
      (10) nor more than sixty (60) days before the date of the meeting,
      either personally or by mail, by or at the direction of the President, the
      Secretary, or the officer or person calling the meeting, to each shareholder
      of
      record entitled to vote at the meeting. If mailed, such notice will be deemed
      to
      be delivered when deposited in the United States mail, addressed to the
      shareholder at his address as it appears on the stock transfer books of the
      Corporation, with postage thereon prepaid.





Section
      2.6 Quorum. With respect to any matter, the presence in person or by proxy
      of
      the holders of thirty-three and one-third percent (33 1/3%) of the shares
      entitled to vote on that matter will be necessary and sufficient to constitute
      a
      quorum for the transaction of business except as otherwise provided by law,
      the
      Articles of Incorporation or these Bylaws. If, however, such quorum is not
      present or represented at any meeting of the shareholders, the shareholders
      entitled to vote thereat, present in person or represented by proxy, will have
      power to adjourn the meeting from time to time, without notice other than
      announcement at the meeting, until a quorum is present or represented. If the
      adjournment i s for more than thirty (30) days, or if after the adjournment
      a new record date is fixed for the adjourned meeting, a notice of the adjourned
      meeting will be given to each shareholder of record entitled to vote at the
      meeting. At such adjourned meeting at which a quorum is present or represented,
      any business may be transacted that might have been transacted at the meeting
      as
      originally notified.





Section
      2.7 Voting. When a quorum is present at any meeting of the Corporation’s
      shareholders, the vote of the holders of a majority of the shares entitled
      to
      vote that are actually voted on any question brought before the meeting will
      be
      sufficient to decide such question; provided that if the question is one upon
      which, by express provision of law, the Articles of Incorporation or these
      Bylaws, a different vote is required, such express provision shall govern and
      control the decision of such question.





Section
      2.8 Method of Voting. Each outstanding share of the Corporation’s capital stock,
      regardless of class or series, will be entitled to one vote on each matter
      submitted to a vote at a meeting of shareholders, except to the extent that
      the
      voting rights of the shares of any class or series are limited or denied by
      the
      Articles of Incorporation, as amended from time to time. At any meeting of
      the
      shareholders, every shareholder having the right to vote will be entitled to
      vote in person or by proxy executed in writing by such shareholder and bearing
      a
      date not more than six (6) months prior to such meeting, unless it is
      coupled with an interest, or unless such instrument provides for a longer
      period, which may not exceed 7 years from the date of its creation. A telegram,
      telex, cablegram or similar transmission by the shareholder, or a photographic,
      photostatic, facsimile or similar reproduction of a writing executed by the
      shareholder, shall be treated as an execution in writing for purposes of the
      preceding sentence. Subject to these restrictions every properly created proxy
      is not revoked and shall continue in full force and effect until another
      instrument or transmission revoking it or a properly created proxy bearing
      a
      later date is filed with or transmitted to the Secretary of the Corporation.
      Such proxy will be filed with the Secretary of the Corporation prior to or
      at
      the time of the meeting. Voting for Directors will be in accordance with Article
      III of these Bylaws. Voting on any question or in any election may be by voice
      vote or show of hands unless the presiding officer orders or any shareholder
      demands that voting be by written ballot.









Section
      2.9 Record Date; Closing Transfer Books. The Board of Directors may fix in
      advance a record date for the purpose of determining shareholders entitled
      to
      notice of or to vote at a meeting of shareholders, such record date to be not
      less than ten (10) nor more than sixty (60) days prior to such
      meeting, or the Board of Directors may close the stock transfer books for such
      purpose for a period of not less than ten (10) nor more than sixty
      (60) days prior to such meeting. In the absence of any action by the Board
      of Directors, the date upon which the notice of the meeting is mailed will
      be
      the record date.





Section
      2.10 Action by Consent. Except as prohibited by law, any action required or
      permitted by law, the Articles of Incorporation or these Bylaws to be taken
      at a
      meeting of the shareholders of the Corporation may be taken without a meeting
      if
      a consent or consents in writing, setting forth the action so taken, is 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 will be
      delivered to the Corporation by delivery to its registered office in Nevada,
      its
      principal place of business or an officer or agent of the Corporation having
      custody of the minute book.





**ARTICLE
      III**





**BOARD
      OF DIRECTORS**





Section
      3.1 Management. The business and affairs of the Corporation will be managed
      by
      or under the direction of the Board of Directors, who may exercise all such
      powers of the Corporation and do all such lawful acts and things as are not
      by
      law, the Articles of Incorporation or these Bylaws directed or required to
      be
      exercised or done by the shareholders.





Section
      3.2 Qualification; Election; Term. Each Director must be a natural person at
      least 18 years of age. None of the Directors need be a shareholder of the
      Corporation or a resident of the State of Nevada. The Directors will be elected
      by plurality vote at the annual meeting of the shareholders, except as
      hereinafter provided, and each Director elected will hold office until whichever
      of the following occurs first: his successor is elected and qualified, his
      resignation, his removal from office by the shareholders or his
      death.





Section
      3.3 Number. The authorized number of Directors of the Corporation shall be
      not
      less than one (1) nor more than eight (8).





Section
      3.4 Removal. Any Director may be removed either for or without cause at any
      special meeting of shareholders by the affirmative vote of the shareholders
      representing not less than two-thirds of the voting power of the issued and
      outstanding stock entitled to voting power; provided, that notice of intention
      to act upon such matter has been given in the notice calling such
      meeting.





Section
      3.5 Vacancies. All vacancies in the Board of Directors, 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 provided for in the
      Articles of Incorporation. A Director elected to fill a vacancy will be elected
      for the unexpired term of his predecessor in office.









Section
      3.6 Place of Meetings. Meetings of the Board of Directors, regular or special,
      may be held at such place within or without the State of Nevada or the United
      States of America as may be fixed from time to time by the Board of
      Directors.





Section
      3.7 Annual Meeting. The first meeting of each newly elected Board of Directors
      will be held without further notice immediately following the annual meeting
      of
      shareholders and at the same place, unless by unanimous consent, the Directors
      then elected and serving shall change such time or place.





Section
      3.8 Regular Meetings. Regular meetings of the Board of Directors may be held
      without notice at such time and place as is from time to time determined by
      resolution of the Board of Directors.





Section
      3.9 Special Meetings. Special meetings of the Board of Directors may be called
      by the President on oral or written notice to each Director, given either
      personally, by telephone, by telegram or by mail; special meetings will be
      called by the President or the Secretary in like manner and on like notice
      on
      the written request of at least two (2) Directors. Except as may be
      otherwise expressly provided by law, the Articles of Incorporation or these
      Bylaws, neither the business to be transacted at, nor the purpose of, any
      special meeting need be specified in a notice or waiver of notice.





Section
      3.10 Quorum. At all meetings of the Board of Directors the presence of a
      majority of the number of Directors then in office will be necessary and
      sufficient to constitute a quorum for the transaction of business, and the
      affirmative vote of at least a majority of the Directors present at any meeting
      at which there is a quorum will be the act of the Board of Directors, except
      as
      may be otherwise specifically provided by law, the Articles of Incorporation
      or
      these Bylaws. If a quorum is not present at any meeting of the Board of
      Directors, the Directors present thereat may adjourn the meeting from time
      to
      time without notice other than announcement at the meeting, until a quorum
      is
      present.





Section
      3.11 Interested Directors. No contract or transaction between the Corporation
      and one or more of its Directors or officers, or between the Corporation and
      any
      other corporation, partnership, association or other organization in which
      one
      or more of the Corporation’s Directors or officers are Directors or officers or
      have a financial interest, will be void or voidable solely for this reason,
      solely because the Director or officer is present at or participates in the
      meeting of the Board of Directors or committee thereof that authorizes the
      contract or transaction, or solely because his or their votes are counted for
      such purpose, if: (i) the material facts as to his relationship or interest
      and as to the contract or transaction are disclosed or are known to the Board
      of
      Directors or the committee, and the Board of Directors or committee in good
      faith authorizes the contract or transaction by the affirmative vote of a
      majority of the disinterested Directors, even though the disinterested Directors
      be less than a quorum, (ii) the material facts as to his relationship or
      interest and as to the contract or transaction are disclosed or are known to
      the
      shareholders entitled to vote thereon, and the contract or transaction is
      specifically approved in good faith by vote of the shareholders or
      (iii) the contract or transaction is fair as to the Corporation as of the
      time it is authorized, approved or ratified by the Board of Directors, a
      committee thereof or the shareholders. Common or interested Directors may be
      counted in determining the presence of a quorum at a meeting of the Board of
      Directors or of a committee that authorizes the contract or
      transaction.









Section
      3.12 Committees. The Board of Directors may, by resolution passed by a majority
      of the entire Board of Directors, designate committees, each committee to
      consist of one (1) or more Directors of the Corporation, which committees
      will have such power and authority and will perform such functions as may be
      provided in such resolution. Such committee or committees will have such name
      or
      names as may be designated by the Board of Directors and will keep regular
      minutes of their proceedings and report the same to the Board of Directors
      when
      required.





Section
      3.13 Action by Consent. Any action required or permitted to be taken at any
      meeting of the Board of Directors or any committee of the Board of Directors
      may
      be taken without such a meeting if a consent or consents in writing, setting
      forth the action so taken, is signed by all the members of the Board of
      Directors or such committee, as the case may be.





Section
      3.14 Compensation of Directors. Directors will receive such compensation for
      their services and reimbursement for their expenses as the Board of Directors,
      by resolution, may establish; provided that nothing herein contained will be
      construed to preclude any Director from serving the Corporation in any other
      capacity and receiving compensation therefor.





**ARTICLE
      IV**





**NOTICE**





Section
      4.1 Form of Notice. Whenever by law, the Articles of Incorporation or these
      Bylaws, notice is to be given to any Director or shareholder, and no provision
      is made as to how such notice is to be given, such notice may be given:
      (i) in writing, by mail, postage prepaid, addressed to such Director or
      shareholder at such address as appears on the books of the Corporation or
      (ii) in any other method permitted by law. Any notice required or permitted
      to be given by mail will be deemed to be given at the time the same is deposited
      in the United States mail.





Section
      4.2 Waiver. Whenever any notice is required to be given to any shareholder
      or
      Director of the Corporation as required by law, the Articles of Incorporation
      or
      these Bylaws, a waiver thereof in writing signed by the person or persons
      entitled to such notice, whether before or after the time stated in such notice,
      will be equivalent to the giving of such notice. Attendance of a shareholder
      or
      Director at a meeting will constitute a waiver of notice of such meeting, except
      where such shareholder or Director attends for the express purpose of objecting,
      at the beginning of the meeting, to the transaction of any business on the
      ground that the meeting has not been lawfully called or convened.









**ARTICLE
      V**





**OFFICERS
      AND AGENTS**





Section
      5.1 In General. The officers of the Corporation will be elected by the Board
      of
      Directors and will be a President, Secretary and Treasurer. The Board of
      Directors may also elect a Chairman of the Board, Vice Chairman of the Board,
      Vice Presidents, Assistant Vice Presidents, Assistant Secretaries and Assistant
      Treasurers. Any two (2) or more offices may be held by the same
      person.





Section
      5.2 Election. The Board of Directors, at its first meeting after each annual
      meeting of shareholders, will elect the officers, none of whom need be a member
      of the Board of Directors.





Section
      5.3 Other Officers and Agents. The Board of Directors may also elect and appoint
      such other officers and agents as it deems necessary, who will be elected and
      appointed for such terms and will exercise such powers and perform such duties
      as may be determined from time to time by the Board of Directors.





Section
      5.4 Compensation. The compensation of all officers and agents of the Corporation
      will be fixed by the Board of Directors or any committee of the Board of
      Directors, if so authorized by the Board of Directors.





Section
      5.5 Term of Office and Removal. Each officer of the Corporation will hold office
      until his death, his resignation or removal from office, or the election and
      qualification of his successor, whichever occurs first. Any officer or agent
      elected or appointed by the Board of Directors may be removed at any time,
      for
      or without cause, by the affirmative vote of a majority of the entire Board
      of
      Directors, but such removal will not prejudice the contract rights, if any,
      of
      the person so removed. If the office of any officer becomes vacant for any
      reason, the vacancy may be filled by the Board of Directors.





Section
      5.6 Employment and Other Contracts. The Board of Directors may authorize any
      officer or officers or agent or agents to enter into any contract or execute
      and
      deliver any instrument in the name or on behalf of the Corporation, and such
      authority may be general or confined to specific instances. The Board of
      Directors may, when it believes the interest of the Corporation will best be
      served thereby, authorize executive employment contracts that contain such
      terms
      and conditions as the Board of Directors deems appropriate. Nothing herein
      will
      limit the authority of the Board of Directors to authorize employment contracts
      for shorter terms.





Section
      5.7 Chairman of the Board of Directors. If the Board of Directors has elected
      a
      Chairman of the Board, he will preside at all meetings of the shareholders
      and
      the Board of Directors. Except where by law the signature of the President
      is
      required, the Chairman will have the same power as the President to sign all
      certificates, contracts and other instruments of the Corporation. During the
      absence or disability of the President, the Chairman will exercise the powers
      and perform the duties of the President.









Section
      5.8 President. The President will be the Chief Executive Officer of the
      Corporation, unless another person is elected to serve in such capacity, and,
      subject to the control of the Board of Directors, will supervise and control
      all
      of the business and affairs of the Corporation. He will, in the absence of
      the
      Chairman of the Board, preside at all meetings of the shareholders and the
      Board
      of Directors. The President will have all powers and perform all duties incident
      to the office of President and will have such other powers and perform such
      other duties as the Board of Directors may from time to time
      prescribe.





Section
      5.9 Vice Presidents. Each Vice President will have the usual and customary
      powers and perform the usual and customary duties incident to the office of
      Vice
      President, and will have such other powers and perform such other duties as
      the
      Board of Directors or any committee thereof may from time to time prescribe
      or
      as the President may from time to time delegate to him. In the absence or
      disability of the President and the Chairman of the Board, a Vice President
      designated by the Board of Directors, or in the absence of such designation
      the
      Vice Presidents in the order of their seniority in office, will exercise the
      powers and perform the duties of the President.





Section
      5.10 Secretary. The Secretary will attend all meetings of the shareholders
      and
      record all votes and the minutes of all proceedings in a book to be kept for
      that purpose. The Secretary will perform like duties for the Board of Directors
      and committees thereof when required. The Secretary will give, or cause to
      be
      given, notice of all meetings of the shareholders and special meetings of the
      Board of Directors. The Secretary will keep in safe custody the seal of the
      Corporation. The Secretary will be under the supervision of the President.
      The
      Secretary will have such other powers and perform such other duties as the
      Board
      of Directors may from time to time prescribe or as the President may from time
      to time delegate to him.





Section
      5.11 Assistant Secretaries. The Assistant Secretaries in the order of their
      seniority in office, unless otherwise determined by the Board of Directors,
      will, in the absence or disability of the Secretary, exercise the powers and
      perform the duties of the Secretary. They will have such other powers and
      perform such other duties as the Board of Directors may from time to time
      prescribe or as the President may from time to time delegate to
      them.





Section
      5.12 Treasurer. The Treasurer will have responsibility for the receipt and
      disbursement of all corporate funds and securities, will keep full and accurate
      accounts of such receipts and disbursements, and will deposit or cause to be
      deposited all moneys and other valuable effects in the name and to the credit
      of
      the Corporation in such depositories as may be designated by the Board of
      Directors. The Treasurer will render to the Directors whenever they may require
      it an account of the operating results and financial condition of the
      Corporation, and will have such other powers and perform such other duties
      as
      the Board of Directors may from time to time prescribe or as the President
      may
      from time to time delegate to him.




Section
      5.13 Assistant Treasurers. The Assistant Treasurers in the order of their
      seniority in office, unless otherwise determined by the Board of Directors,
      will, in the absence or disability of the Treasurer, exercise the powers and
      perform the duties of the Treasurer. They will have such other powers and
      perform such other duties as the Board of Directors may from time to time
      prescribe or as the President may from time to time delegate to
      them.









Section
      5.14 Bonding. The Corporation may secure a bond to protect the Corporation
      from
      loss in the event of defalcation by any of the officers, which bond may be
      in
      such form and amount and with such surety as the Board of Directors may deem
      appropriate.





**ARTICLE
      VI**





**CERTIFICATES
      REPRESENTING SHARES; UNCERTIFICATED SHARES**





Section 6.1
      Certificates for Stock; Uncertificated Shares. The shares of stock of the
      Corporation shall be represented by certificates, provided that the Board of
      Directors may provide by resolution or resolutions that some or all of any
      or
      all classes or series of its stock may be in the form of uncertificated shares.
      Any such resolution shall not apply to shares represented by a certificate
      until
      such certificate is surrendered to the Corporation (or the transfer agent or
      registrar, as the case may be). Notwithstanding the adoption of such a
      resolution authorizing the use of uncertificated shares, every owner of stock
      of
      the Corporation represented by certificates, and upon request every holder
      of
      uncertificated shares, shall be entitled to have a certificate or certificates,
      to be in such form as the Board shall prescribe, certifying the number and
      class
      of shares of the capital stock of the Corporation owned by him. Such
      certificates for the respective classes of such stock shall be numbered in
      the
      order in which they shall be issued and shall be signed in the name of the
      Corporation by the Chairman of the Board, or the Chief Executive Officer and
      President, or any Vice President and the Secretary or an Assistant Secretary
      or
      the Treasurer or an Assistant Treasurer of the Corporation, and the seal of
      the
      Corporation shall be affixed thereto; provided, however, that, where such
      certificate is signed by a transfer agent or an assistant transfer agent or
      by a
      transfer clerk acting on behalf of the Corporation and a registrar, if the
      Board
      shall by Resolution so authorize, the signature of such Chairman of the Board,
      Chief Executive Officer and President, Vice President, Treasurer, Secretary,
      Assistant Treasurer or Assistant Secretary and the seal of the Corporation
      may
      be facsimile. In case any officer or officers of the Corporation who shall
      have
      signed, or whose facsimile signature or signatures shall have been used on,
      any
      such certificate or certificates shall cease to be such officer or officers,
      whether by reason of death, resignation, retirement or otherwise, before such
      certificate or certificates shall have been delivered by the Corporation, such
      certificate or certificates may nevertheless be adopted by the Corporation
      and
      be issued and delivered as though the person or persons who signed such
      certificate or certificates, or whose facsimile signature or signatures shall
      have been affixed thereto, had not ceased to be such officer or officers. A
      record shall be kept by the Secretary, transfer agent or by any other officer,
      employee or agent designated by the Board of the name of the person, firm or
      corporation owning the stock represented by such certificates or uncertificated
      shares, the number and class of shares represented by such certificates or
      uncertificated shares, respectively, and the respective dates thereof, and
      in
      case of cancellation, the respective dates of cancellation.





Section
      6.2 Transfers. **** Stock
      of
      the Corporation shall be transferable in the manner prescribed by applicable
      law
      and in these By-Laws. Transfers of stock shall be made on the books of the
      Corporation, and in the case of certificated shares of stock, only by the person
      named in the certificate or by such person’s attorney lawfully constituted in
      writing and upon the surrender of the certificate therefor, properly endorsed
      for transfer and payment of all necessary transfer taxes; or, in the case of
      uncertificated shares of stock, upon receipt of proper transfer instructions
      from the registered holder of the shares or by such person’s attorney lawfully
      constituted in writing, and upon payment of all necessary transfer taxes and
      compliance with appropriate procedures for transferring shares in uncertificated
      form; provided, however, that such surrender and endorsement, compliance or
      payment of taxes shall not be required in any case in which the officers of
      the
      Corporation shall determine to waive such requirement. With respect to
      certificated shares of stock, every certificate exchanged, returned or
      surrendered to the Corporation shall be marked “Cancelled,” with the date of
      cancellation, by the Secretary or Assistant Secretary of the Corporation or
      the
      transfer agent thereof. No transfer of stock shall be valid as against the
      Corporation for any purpose until it shall have been entered in the stock
      records of the Corporation by an entry showing from and to whom
      transferred.









Section 6.3
      Lost, Destroyed or Mutilated Stock Certificates *.* In
      case
      of loss, destruction or mutilation of any certificates of stock, another
      certificate or certificates, or uncertificated shares, may be issued in place
      thereof upon proof of such loss, destruction, or mutilation and upon the giving
      of a bond of indemnity to the Corporation in such form and in such sum as the
      Board may direct; provided, however, that a new certificate, or uncertificated
      shares, may be issued without requiring any bond when, in the judgment of the
      Board, it is proper so to do.





Section
      6.4. Registered Shareholders. The Corporation will be entitled to treat the
      holder of record of any share or shares of stock as the holder in fact thereof
      and, accordingly, will not be bound to recognize any equitable or other claim
      to
      or interest in such share or shares on the part of any other person, whether
      or
      not it has express or other notice thereof, except as otherwise provided by
      law.





**ARTICLE
      VII**





**GENERAL
      PROVISIONS**





Section
      7.1 Dividends. Dividends upon the outstanding shares of the Corporation, subject
      to the provisions of the Articles of Incorporation, if any, may be declared
      by
      the Board of Directors at any regular or special meeting. Dividends may be
      declared and paid in cash, in property, or in shares of the Corporation, subject
      to the provisions of Chapter 78 of the Nevada Revised Statutes and the Articles
      of Incorporation. The Board of Directors may fix in advance a record date for
      the purpose of determining shareholders entitled to receive payment of any
      dividend, such record date to be not more than sixty (60) days prior to the
      payment date of such dividend, or the Board of Directors may close the stock
      transfer books for such purpose for a period of not more than sixty
      (60) days prior to the payment date of such dividend. In the absence of any
      action by the Board of Directors, the date upon which the Board of Directors
      adopts the resolution declaring such dividend will be the record
      date.





Section
      7.2 Reserves. There may be created by resolution of the Board of Directors
      out
      of the surplus of the Corporation such reserve or reserves as the Directors
      from
      time to time, in their discretion, deem proper to provide for contingencies,
      or
      to equalize dividends, or to repair or maintain any property of the Corporation,
      or for such other purpose as the Directors may deem beneficial to the
      Corporation, and the Directors may modify or abolish any such reserve in the
      manner in which it was created. Surplus of the Corporation to the extent so
      reserved will not be available for the payment of dividends or other
      distributions by the Corporation.









Section
      7.3 Telephone and Similar Meetings. Shareholders, Directors and committee
      members may participate in and hold meetings by means of conference telephone
      or
      similar communications equipment by which all persons participating in the
      meeting can hear each other. Participation in such a meeting will constitute
      presence in person at the meeting, except where a person participates in the
      meeting for the express purpose of objecting, at the beginning of the meeting,
      to the transaction of any business on the ground that the meeting had not been
      lawfully called or convened.





Section
      7.4 Books and Records. The Corporation will keep correct and complete books
      and
      records of account and minutes of the proceedings of its shareholders and Board
      of Directors, and will keep at its registered office or principal place of
      business, or at the office of its transfer agent or registrar, a record of
      its
      shareholders, giving the names and addresses of all shareholders and the number
      and class of the shares held by each.





Section
      7.5 Fiscal Year. The fiscal year of the Corporation will be fixed by resolution
      of the Board of Directors.





Section
      7.6 Seal. The Corporation may have a seal, and such seal may be used by causing
      it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
      Any officer of the Corporation will have authority to affix the seal to any
      document requiring it.




Section
      7.7 Indemnification. The Corporation will indemnify its Directors to the fullest
      extent permitted by the Chapter 78 of the Nevada Revised Statutes and may,
      if
      and to the extent authorized by the Board of Directors, so indemnify its
      officers and any other person whom it has the power to indemnify against
      liability, reasonable expense or other matter whatsoever.





Section
      7.8 Insurance. The Corporation may at the discretion of the Board of Directors
      purchase and maintain insurance on behalf of the Corporation and any person
      whom
      it has the power to indemnify pursuant to law, the Articles of Incorporation,
      these Bylaws or otherwise.





Section
      7.9 Resignation. Any Director, officer or agent may resign by giving written
      notice to the President or the Secretary. Such resignation will take effect
      at
      the time specified therein or immediately if no time is specified therein.
      Unless otherwise specified therein, the acceptance of such resignation will
      not
      be necessary to make it effective.





Section
      7.10 Amendment of Bylaws. These Bylaws may be altered, amended or repealed
      at
      any meeting of the Board of Directors at which a quorum is present, by the
      affirmative vote of a majority of the Directors present at such
      meeting.





Section
      7.11 Invalid Provisions. If any part of these Bylaws is held invalid or
      inoperative for any reason, the remaining parts, so far as possible and
      reasonable, will be valid and operative.





Section
      7.12 Relation to Articles of Incorporation. These Bylaws are subject to, and
      governed by, the Articles of Incorporation.