BYLAWS




ATLAS
CAPITAL HOLDINGS, INC.




a Nevada
corporation




ARTICLE
I


OFFICES




Section
1. PRINCIPAL
OFFICES. The principal office shall be in the City of Boca Raton, State
of Florida.




Section
2. OTHER
OFFICES. The board of directors may at any time establish branch or
subordinate offices at any place or places where the corporation is qualified to
do business.




ARTICLE
II


MEETINGS
OF STOCKHOLDERS




Section
1. PLACE OF
MEETINGS. Meetings of stockholders shall be held at any place within or
without the State of Nevada designated by the board of directors. In the absence
of any such designation, stockholders' meetings shall be held at the principal
executive office of the corporation.




Section
2. ANNUAL
MEETINGS. The annual meetings of stockholders shall be held at a date and
time designated by the board of directors. (At such meetings, directors shall be
elected and any other proper business may be transacted by a plurality vote of
stockholders.)




Section
3. SPECIAL
MEETINGS. A special meeting of the stockholders, for any purpose or
purposes whatsoever, unless prescribed by statute or by the articles of
incorporation, may be called at any time by the president and shall be called by
the president or secretary at the request in writing of a majority of the board
of directors, or at the request in writing of stockholders holding shares in the
aggregate entitled to cast not less than a majority of the votes at any such
meeting.




The
request shall be in writing, specifying the time of such meeting, the place
where it is to be held and the general nature of the business proposed to be
transacted, and shall be delivered personally or sent by registered mail or by
telegraphic or other facsimile transmission to the chairman of the board, the
president, any vice president or the secretary of the corporation. The officer
receiving such request forthwith shall cause notice to be given to the
stockholders entitled to vote, in accordance with the provisions of Sections 4
and 5 of this Article 11, that a meeting will be held at the time requested by
the person or persons calling the meeting, not less than thirty-five (35) nor
more than sixty (60) days after the receipt of the request. If the notice is not
given within twenty (20) days after receipt of the request, the person or
persons requesting the meeting may give the notice. Nothing contained in this
paragraph of this Section 3 shall be construed as limiting, fixing or affecting
the time when a meeting of stockholders called by action of the board of
directors may be held.










Section
4. NOTICE OF
STOCKHOLDERS' MEETINGS. All notices of meetings of stockholders shall be
sent or otherwise given in accordance with Section 5 of this Article II not
less than ten (10) nor more than sixty (60) days before the date of the meeting
being noticed. The notice shall specify 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 of directors, at the time of giving the notice, intends to present for
action by the stockholders. The notice of any meeting at which directors are to
be elected shall include the name of any nominee or nominees which, at the time
of the notice, management intends to present for election.





If action
is proposed to be taken at any meeting for approval of (i) contracts or
transactions in which a director has a direct or indirect financial interest,
(ii) an amendment to the articles of incorporation, (iii) a reorganization of
the corporation, (iv) dissolution of the corporation, or (v) a distribution to
preferred stockholders. the notice shall also state the general nature of such
proposal.




Section
5. MANNER OF GIVING
NOTICE; AFFIDAVIT OF NOTICE. Notice of any meeting of stockholders shall
be given either personally or by first-class mail or telegraphic or other
written communication, charges prepaid, addressed to the stockholder at the
address of such stockholder appearing on the books of the corporation or given
by the stockholder to the corporation for the purpose of notice. If no such
address appears on the corporation's books or is given, notice shall be deemed
to have been given if sent by mail or telegram to the corporation's principal
executive office, or if published at least once in a newspaper of general
circulation in the county where this office is located. Personal delivery of any
such notice to any officer of a corporation or association or to any member of a
partnership shall constitute delivery of such notice to such corporation,
association or partnership. Notice shall be deemed to have been given at the
time when delivered personally or deposited in the mail or sent by telegram or
other means of written communication. In the event of the transfer of stock
after delivery or mailing of the notice of and prior to the holding of the
meeting, it shall not be necessary to deliver or mail notice of the meeting to
the transferee.










If any
notice addressed to a stockholder at the address of such stockholder appearing
on the books of the corporation is returned to the corporation by the United
States Postal Service marked to indicate that the United States Postal Service
is unable to deliver the notice to the stockholder at such address, all future
notices or reports shall be deemed to have been duly given without further
mailing if the same shall be available to the stockholder upon written demand of
the stockholder at the principal executive office of the corporation for a
period of one year from the date of the giving of such notice.




An
affidavit of the mailing or other means of giving any notice of any
stockholders' meeting shall be executed by the secretary, assistant secretary or
any transfer agent of the corporation giving such notice, and shall be filed and
maintained in the minute book of the corporation.




Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.




Section
6. QUORUM. The
presence in person or by proxy of the holders of a majority of the shares
entitled to vote at any meeting of stockholders shall constitute a quorum for
the transaction of business, except as otherwise provided by statute or the
articles of incorporation. The stockholders present at a duly called or held
meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum, if any action taken (other than adjournment) is approved by at
least a majority of the shares required to constitute a quorum.




Section
7. ADJOURNED MEETING
AND NOTICE THEREOF. Any stockholders' meeting, annual or special. whether
or not a quorum is present, may be adjourned from time to time by the vote of
the majority of the shares represented at such meeting, either in person or by
proxy, but in the absence of a quorum. no other business may be transacted at
such meeting.










When any
meeting of stockholders, either annual or special, is adjourned to another time
or place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at a meeting at which the adjournment is taken. At
any adjourned meeting the corporation may transact any business which might have
been transacted at the original meeting.




Section
8. VOTING.
Unless a record date set for voting purposes be fixed as provided in Section 1
of Article VII of these bylaws, only persons in whose names shares entitled to
vote stand on the stock records of the corporation at 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 proceeding the day
on which the meeting is held) shall be entitled to vote at such meeting. Any
stockholder entitled to vote on any matter other than elections of directors or
officers, may vote part of the shares in favor of the proposal and refrain from
voting the remaining shares or vote them against the proposal, but, if the
stockholder fails to specify the number of shares such stockholder is voting
affirmatively, it will be conclusively presumed that the stockholder's approving
vote is with respect to all shares such stockholder is entitled to vote. Such
vote may be by voice vote or by ballot: provided, however, that all elections
for directors must be by ballot upon demand by a stockholder at any election and
before the voting begins.




When a
quorum is present or represented at any meeting, the vote of the holders of a
majority of the stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one upon which by express provision of the statutes 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. Every stockholder of
record of the corporation shall be entitled at each meeting of stockholders to
one vote for each share of stock standing in his name on the books of the
corporation.










Section
9. WAIVER OF NOTICE OR
CONSENT BY ABSENT STOCKHOLDERS. The transactions at any meeting of
stockholders, either annual or special, however called and noticed, and wherever
held, shall be as valid as though had at a meeting duly held after regular call
and notice, if a quorum be present either in person or by proxy, and if, either
before or after the meeting, each person entitled to vote, not present in person
or by proxy, signs a written waiver of notice or a consent to a holding of the
meeting, or an approval of the minutes thereof. The waiver of notice or consent
need not specify either the business to be transacted or the purpose of any
regular or special meeting of stockholders, except that if action is taken or
proposed to be taken for approval of any of those matters specified in the
second paragraph of Section 4 of this Article II, the waiver of notice or
consent shall state the general nature of such proposal. All such waivers,
consents or approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.




Attendance
of a person at a meeting shall also constitute a waiver of notice of such
meeting, except when the person objects, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened, and except that attendance at a meeting is not a waiver of any right
to object to the consideration of matters not included in the notice if such
objection is expressly made at the meeting.




Section
10. STOCKHOLDER ACTION
BY WRITTEN CONSENT WITHOUT A MEETING. Any action which 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 action so
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. All such consents shall be filed with the secretary of the corporation
and shall be maintained in the corporate records. Any stockholder giving a
written consent, or the stockholder's proxy holders, or a transferee of the
shares of a personal representative of the stockholder of their respective proxy
holders, may revoke the consent by a writing received by the secretary of the
corporation prior to the time that written consents of the number of shares
required to authorize the proposed action have been filed with the
secretary.










Section
11. PROXIES.
Every person entitled to vote for directors or on any other matter shall have
the right to do so either in person or by one or more agents authorized by a
written proxy signed by the person and filed with the secretary of the
corporation. A proxy shall be deemed signed if the stockholder's name is placed
on the proxy (whether by manual signature, typewriting, telegraphic transmission
or otherwise) by the stockholder or the stockholder's attorney in fact. A
validly executed proxy which does not state that it is irrevocable shall
continue in full force and effect unless revoked by the person executing it,
prior to the vote pursuant thereto, by a writing delivered to the corporation
stating that the proxy is revoked or by a subsequent proxy executed by, or
attendance at the meeting and voting in person by the person executing the
proxy; provided, however, that no such proxy shall be valid after the expiration
of six (6) months from the date of such proxy unless coupled with an interest,
or unless the person executing it specifies therein the length of time for which
is to continue in force, which in no case shall exceed seven (7) years from the
date of its execution. Subject to the above and the provisions of Section 78.355
of the Nevada General Corporation Law, any proxy duly executed is not revoked
and continues in full force and effect until an instrument revoking it or a duly
executed proxy bearing a later date is filed with the secretary of the
corporation.




Section
12. INSPECTORS OF ELECTION. Before any
meeting of stockholders, the board of' directors may appoint any persons other
than nominees for office to act as inspectors of election at the meeting or its
adjournment. If no inspectors of election are appointed, the chairman of the
meeting may, and on the request of any stockholder or his proxy shall, appoint
inspectors of election at the meeting. The number of inspectors shall be either
one (1) or three (3). If inspectors are appointed at a meeting on the request of
one or more stockholders or proxies, the holders of a majority of shares or
their proxies present at the meeting shall determine whether one (1) or three
(3) inspectors are to be appointed. If any person appointed as inspector fails
to appear or fails or refuses to act, the vacancy may be filled by appointment
by the board of directors before the meeting, or by the chairman at the
meeting.




The
duties of these inspectors shall be as follows:











(a)
Determine the number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum, and the
authenticity, validity, and effect of proxies;




(b)
Receive votes, ballots, or consents;




(c) Hear
and determine all challenges and questions in any way arising in connection with
the right to vote:




(d) Count
and tabulate all votes or consents;




(e)
Determine the election result; and




(f) Do
any other acts that may be proper to conduct the election or vote with fairness
to all stockholders.




ARTICLE
III


DIRECTORS




Section
1. POWERS.
Subject to the provisions of the Nevada General Corporation Law and any
limitations in the articles of incorporation and these bylaws relating to action
required to be approved by the stockholders or by the outstanding shares, 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.




With out
prejudice to such general powers, but subject to the same limitations, it is
hereby expressly declared that the directors shall have the power and authority
to:




(a)
Select and remove all officers, agents, and employees of the corporation,
prescribe such powers and duties for them as may not be inconsistent with law,
with the articles of incorporation or these bylaws, fix their compensation, and
require from them security for faithful service.




(b)
Change the principal executive office or the principal business office from one
location to another; cause the corporation to be qualified to do business in any
other state, territory, dependency, or foreign country and conduct business
within or without the State; designate any place within or without the State for
the holding of any stockholders' meeting, or meetings, including annual
meetings; adopt, make and use a corporate seal, and prescribe the forms of
certificates of stock, and alter the form of such seal and of such certificate
from time to time as in their judgment they may deem best, provided that such
forms shall at all times comply with the provisions of law.










(c)
Authorize the issuance of shares of stock of the corporation from time to time,
upon such terms as may be lawful, in consideration of money paid, labor done or
services actually rendered, debts or securities cancelled, tangible or
intangible property actually received.




(d)
Borrow money and incur indebtedness for the purpose of the corporation, and
caused to be executed and delivered therefore, in the corporate name, promissory
notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or
other evidences of debt and securities therefore.




Section
2. NUMBER OF
DIRECTORS. The authorized number of directors shall be no fewer than one
(1) nor more than seven (7). The exact number of authorized directors shall be
set by resolution of the board of directors, within the limits specified above.
The maximum or minimum number of directors cannot be changed, nor can a fixed
number be substituted for the maximum and minimum numbers, except by a duly
adopted amendment to this bylaw duly approved by a majority of the outstanding
shares entitled to vote.





Section
3. QUALIFICATION,
ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected at
each annual meeting of the stockholders to hold office until the next annual
meeting, but if any such annual meeting is not held or the directors are not
elected at any annual meeting, the directors may be elected at any special
meeting of stockholders held for that purpose, or at the next annual meeting of
stockholders held thereafter. Each director, including a director elected to
fill a vacancy, shall hold office until the expiration of the term for which
elected and until a successor has been elected and qualified or until his
earlier resignation or removal or his office has been declared vacant in the
manner provided in these bylaws. Directors need not be
stockholders.











Section
4. RESIGNATION AND
REMOVAL OF DIRECTORS. Any director may resign effective upon giving
written notice to the chairman of the board, the president, the secretary or the
board of directors of the corporation, unless the notice specifies a later time
for the effectiveness of such resignation, in which case such resignation shall
be effective at the time specified. Unless such resignation specifies otherwise,
its acceptance by the corporation shall not be necessary to make it effective.
The board of directors may declare vacant the office of a director who has been
declared of unsound mind by an order of a court or convicted of a felony. Any or
all of the directors may be removed without cause of such removal is approved by
the affirmative vote of a majority of the outstanding shares entitled to
vote. No reduction of the authorized number of directors shall have the effect
of removing any director before his term of office expires.




Section
5.VACANCIES. Vacancies
in the board of directors, may be filled by a majority of the remaining
directors, though less than a quorum, or by a sole remaining director. Each
director so elected shall hold office until the next annual meeting of the
stockholders and until a successor has been elected and qualified.




A vacancy
in the board of directors exists as to any authorized position of directors
which is not then filled by a duly elected director, whether caused by death,
resignation, removal, increase in the authorized number of directors or
otherwise.




The
stockholders may elect a director or directors at any time to fill any vacancy
or vacancies not filled by the directors, but any such election by
written consent shall require the consent of a majority of the outstanding
shares entitled to vote. If the resignation of a director is effective at a
future time. the board of directors may elect a successor to take office when
the resignation becomes effective.




If after
the filling of any vacancy by the directors, the directors then in office who
have been elected by the stockholders shall constitute less than a majority of
the directors then in office, any holder or holders of an aggregate of five
percent or more of the total number of shares at the time outstanding having the
right to vote for such directors may call a special meeting of the stockholders
to elect the entire board. The term of office of any director not elected
by the stockholders shall terminate upon the election of a
successor.




Section
6. PLACE OF
MEETINGS. Regular meetings of the board of directors shall he held at any
place within or without the State of Nevada that has been designated from
time to time by resolution of the board. In the absence of such designation,
regular meetings shall be held at the principal executice office of the
corporation. Special meetings of the board shall be held at any place within or
without the State of Nevada that has been designated in the notice of the
meeting or, if not stated in the notice or there is not notice, at the principal
executive office of the corporation. Any meeting, regular or special, may be
held by conference telephone or similar communication equipment, so long as all
directors participating in such meeting can hear one another, and all such
directors shall be deemed to be present in person at such meeting.










Section
7. ANNUAL
MEETINGS. Immediately following each annual meeting of stockholders, the
board of directors shall hold a regular meeting for the purpose of transaction
of other business. Notice of this meeting shall not be required.




Section
8. OTHER REGULAR
MEETINGS. Other regular meetings of the board of directors shall be held
without call at such time as shall from time to time be fixed by the board of
directors. Such regular meetings may be held without notice, provided the notice
of any change in the time of any such meetings shall be given to all of the
directors. Notice of a change in the determination of the time shall be given to
each director in the same manner as notice for special meetings of the board of
directors.




Section
9. SPECIAL.
MEETINGS. Special meetings of the board of directors for any purpose or
purposes may be called at any time by the chairman of the board or the president
or any vice president or the secretary or any two directors.




Notice of
the time and place of special meetings shall be delivered personally or by
telephone to each director or sent by first-class mail or telegram, charges
prepaid, addressed to each director at his or her address as it is shown upon
the records of the corporation. Incase such notice is mailed, it shall be
deposited in the United States mail at least four (4) days prior to the
time of the holding of the meeting. In case such notice is delivered personally,
or by telephone or telegram, it shall be delivered personally or by telephone or
to the telegraph company at least forty-eight (48) hours prior to the time of
the holding of the meeting. Any oral notice given personally or by telephone may
be communicated to either the director or to a person at the office of the
director who the person giving the notice has reason to believe will
promptly communicate it to the director. The notice need not specify the
purpose of the meeting nor the place if the meeting is to be held at the
principal excutiveoffice of the corporation.










Section
10. QUORUM. A
majority of the authorized number of directors shall constitute a
quorum 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, subject to the provisions of Section 78.140
of the Nevada General Corporation Law (approval of contracts or transactions in
which a director has a direct or indirect material financial interest). Section
78.125 (appointment of committees), and Section 78.751 (indemnification of
directors). Ameeting 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 required quorum for such
meeting.




Section
11. WAIVER OF
NOTICE. The transactions of any meeting of the board of
directors, however called and noticed or wherever held, shall be 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 nor
present signs a written waiver of notice, a consent to holding the meeting or an
approval of the minutes thereof. The waiver of notice of consent need not
specify the purpose of the meeting. All such waivers, consents and approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting. Notice of a meeting shall also be deemed given to any director who
attends the meeting without protesting, prior thereto or at its commencement,
the lack of notice to such director.




Section
12. ADJOURNMENT. A
majority of the directors present, whether or not constituting a quorum,
may adjourn any meeting to another time and place.




Section
13. NOTICE OF
ADJOURNMENT. Notice of the time and place holding an adjourned meeting
need not be given, unless the meeting is adjourned for more than twenty-four
(24) hours, in which case notice such time and place shall be given prior
to the time of the adjourned meeting, in the manner specified in Section 8 of
this Article In, to the directors who were not present at the time of the
adjournment.










Section
14. ACTION WITHOUT
MEETING. Any action required or permitted to be taken by the board of
directors may be taken without a meeting, if all members of the board shall
individually or collectively consent in writing to such action. Such action
by written consent shall have the sane force and effect as aunanimous vote
of the board of directors. Such written consent or consents shall be filed with
the minutes of the proceedings of the board.




Section
15. FEES AND
COMPENSATION OF DIRECTORS. Directors and members of committees
may receive such compensation, if any, for their services, and such
reimbursement of expenses, as may be fixed or determined by resolution of the
board of directors. Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity as an officer,
agent, employee, or otherwise and receiving cornpensation for such services.
Members of special or standing committees may be allowed  like compensation
for attending committee meetings.




ARTICLE
IV


COMMITTEES




Section
1. COMMITTEES OF DIRECTORS. The board of directors may, by resolution adopted by
a majority of the authorized number of directors, designate one or more
committees, each consisting of one or more directors, to serve at the pleasure
of the board. The board may designate one or more directors as alternate members
of any committees. who may replace any absent member at any meeting of the
committee. Any such committee, to the extent provided in the resolution of
the board, shall have all the authority of the board, except with regard
to;




a) the
approva1 of any action which, under the Nevada General Corporation Law, also
requires stockholders' approval or approval of the outstanding
shares;




(h) the
filing of vacancies on the board of directors or in any committees;




(c) the
fixing of compensation of the directors for serving on the board 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 which by its
express terms is not so amendable or repealable;




(f) a
distribution to the stockholders of the corporation, except at a rate or in a
periodic amount or within a price range determined by the board of directors;
or




(g) the
appointment of any other committccs of the board of directors or the members
thereof.




Section
2. MEETINGSAND
ACTION BY COMMITTEES. Meetings
and action of committees shall be governed by, and held and taken in
accordance with, the
provisions of Article III, Sections 6 (place of meetings), 8 (other regular
meetings), 9 (special meetings), 10 (quorum), 11 (waiver of notice), 12
(adjournment), 13 (notice of adjournment) and 14 (action without meeting), with
such changes in the context of those by laws as are necessary to substitute
the committee and its members for the board of directors and its members,
except that the time or regular meetings of committees may be determined by
resolutions of the board of directors and notice of special meetings of
committees shall also be given to all alternate members, who shall have the
right to attend all meetings of the committee. The board of directors may adopt
rules for the government of any committee not inconsistent with the
provisions of these bylaws. The committees shall keep regular minutes of
their proceedings and report the same to the board when
required.




ARTICLE
V


OFFICERS




Section
1. OFFICERS.
The officers of the corporation shall be a chief executive officer, president, a
secretary and a treasurer. The corporation may also have, at the discretion of
the board of directors, a chairman of the board, one or more vice
presidents, one or more assistant secretaries, one or more assistant treasurers,
and such other officers as may be appointed in accordance with the
provisions of  Section 3 of this Article V. Any two or more
offices may be held by the same person.




Section
2. ELECTION OF
OFFICERS. The officers of the corporation, except such officers as
may be appointed in accordance with the provisions of Section 3 or Section
5of this Article V, shall be chosen by the board of directors, and each shall
serve at the pleasure of the board. subject to the rights, if any, of an officer
under any contract of employment. The board of directors at its first meeting
after each annual meeting of stockholders shall choose a chief executive
officer, president, a secretary and a treasurer, none of whom need be a
member  of the board. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.










Section
3.SUBORDINATE
OFFICERS, ETC. The board of directors may appoint, and may
empower the chief executive officer or the president to appoint, such other
officers as the business of the corporation may require, each of whom shall
hold office for such period, have such authority and perform such duties as use
provided in the bylaws or as the board of directors may from time to time
determine.




Section
4. REMOVAL AND
RESIGNATION OF OFFICERS. The officers of the corporation shall hold
oftice until their successors are chosen and qualify. Subject to the rights, if
any, of an officer under any contract of employment, any officer may be
removed, either with or without cause, by the board of dircctors, at any regular
or special meeting thereof, or, except in case of an officer chosen by the board
of directors, by any officer upon who in such power or removal may be conferred
by the board of directors.




Any
officer may resign at any time by giving written notice to the corporation. Any
such resignation shall take effect at the date of the receipt of such notice or
at any later time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
Any such resignation is without prejudice to the rights, if any, of the
corporation under any contract to which the officer is a party.




Section
5.VACANCIES IN OFFICES.
A vacancy in any office because of death, resignation.
removal. disqualification or any other cause shall be filled in the manner
prescribed in these bylaws for regular appointments to such office.




Section
6. CHIEF EXECUTIVE OFFICER. The chief
executive officer shall be the principal executive officer of the
corporation and, subject to the control of the board of directors, shall, in
general, have the following powers and duties:




a. He
shall, subject to the direction of the board of directors, have general charge
of the business, affairs and property of' the corporation and general
supervision over the officers, employees and agents.










b. If no
chairman of the board has been chosen, or if such officer is absent or disabled,
he shall preside at meetings of the stockholders and board of
directors.




c. He
shall be a member of any Executive Committee.




d. He
shall, except where by law the signature of the president is required or unless
the board of directors shall rule otherwise, be empowered to sign or countersign
with the secretary, an assistant secretary, or any other proper officer of the
corporation thereunto authorized by the board of directors all certificates
representing stock of the corporation, any deeds, mortgages, bonds, contracts,
or other instruments of the corporation as authorized by the board of
directors.




e. He
shall at all times maintain the power to expressly monitor, delegate and control
the duties and actions of the president of the corporation.




f. He
shall make reports to the board of directors and shareholders.




g. He
shall perform such other duties as are incident to the office of chief executive
officer and such other duties as may be prescribed or are properly required of
him by the board of directors from time to time.




Section
7. PRESIDENT.
The president shall be the chief operating officer of the corporation and,
subject to the control of board of directors and supervision of the chief
executive officer, shall, in general, supervise and control all of the business
and affairs of the corporation. He shall in the absence of the chief executive
officer, when present; preside at all meetings of the shareholders. He shall
sign, with the secretary, an assistant secretary, or any other proper officer of
the corporation thereunto authorized by the board of directors, certificates for
shares of the corporation, any deeds, mortgages, bonds, contracts, or other
instruments which the board of directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly
delegated by the board of directors or by these bylaws to some other officer or
agent of the corporation, or shall be required by law to be otherwise signed or
executed; and, in general, shall perform all duties incident to the office of
president chief operating officer and such other duties as may be prescribed by
the board of directors from time to time.










Section
8. VICE
PRESIDENTS. In the absence or disability of the president, the vice
presidents, if any, in order of their rank as fixed by the board of directors
or, if not ranked, a vice president designated by the board of directors, shall
perform all the duties of the president, and when so acting shall have all the
powers of, and be subject to all the restrictions upon, the president. The vice
presidents shall have such other powers and perform such other duties as from
time to time may be prescribed for them respectively by the board of directors
or the bylaws, the president or the chairman of the board.




Section
9. SECRETARY.
The secretary shall attend all meetings of the board of directors and all
meetings of the stockholders and shall record, keep or cause to be kept, at the
principal executive office or such other place as the board of directors may
order, a book of minutes of all meetings of directors, committees of directors
and stockholders, with the time and place of holding, whether regular or
special, and, if special, how authorized, the notice thereof given, the names of
those present at directors’ and committee meetings, the number of shares present
or represented at stockholders' meetings, and the proceedings
thereof.




The
secretary shall keep, or cause to be kept, at the principal executive office or
at the office of the corporation's transfer agent or registrar, as determined by
resolution of the board of directors, a share register, or a duplicate share
register, showing the names of all stockholders and their addresses, the number
and classes of shares held by each, the number and date of certificates issued
for the same, and the number and date of cancellation of every certificate
surrendered for cancellation.




The
secretary shall give, or cause to be given, notice of all meetings of
stockholders and of the board of directors required by the bylaws or by law to
be given, and he shall keep the seal of the corporation in safe custody, as may
be prescribed by the board of directors or by the bylaws.




Section
10. TREASURER.
The treasurer shall keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of accounts of the properties and
business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained earnings
and shares. The books of account shall at all reasonable times be open to
inspection by any director.










The
treasurer shall deposit all moneys and other valuables in the name and to the
credit of the corporation with such depositaries as may be designated by the
board of directors. He shall disburse the funds of the corporation as may be
ordered by the board of directors, shall render to the president and directors,
whenever they request it, an account of all of his transactions as treasurer and
of the financial condition of the corporation, and shall have other powers and
perform such other duties as may be prescribed by the board of directors or the
bylaws.




If
required by the board of directors, the treasurer shall give the corporation a
bond in such sum and with such surety or sureties as shall be satisfactory to
the board of directors for the faithful performance of the duties of his office
and for the restoration to the corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the corporation.




ARTICLE
VI


INDEMNIFICATION
OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS




Section
I. ACTIONS OTHER THAN
BY THE CORPORATION. The corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation, by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with the action, suit or proceeding if he acted in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to my criminal action
or proceeding, has no reasonable cause to believe his 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, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was
unlawful.










Section
2. ACTIONS BY
THE CORPORATION. The corporation may 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 its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys’ fees, actual1y and
reasonably incurred by him in connection with the defense or settlement of
the action or suit if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or matter as
to which such a person has been adjudged by a court of' competent jurisdiction,
after exhaustion of all appeals there from, to be liable to the corporation or
for amounts paid in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.




Section
3. SUCCESSFUL
DEFENSE. To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1 and 2, or in defense of any
claim, issue or matter therein, he must be indemnified by the corporation
against expenses, including attorneys' fees, actually and reasonably incurred by
him in connection with the defense.




Section
4. REQUIRED
APPROVAL. Any indemnification under Sections 1 and 2, unless ordered by a
court or advanced pursuant to Section 5, must be made by the corporation only as
authorized in the specific ease upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made:










(a)By the
stockholders;




(b)By the board
of directors by majority vote of a quorum consisting of directors who were not
parties to the act. suit or proceeding;




(c)If a majority
vote of a quorum consisting of directors who were not parties to the act. suit
or proceeding so orders, by independent legal counsel in a written opinion;
or




(d)If a quorum
consisting of directors who were not parties to the act, suit or proceeding
cannot be obtained, by independent legal counsel in a written
opinion.




Section
5. ADVANCE OF
EXPENSES. The articles of incorporation, the bylaws or an agreement made
by the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The provisions of this section do not affect any
rights to advancement of expenses to which corporate personnel other than
directors or officers may be entitled under any contract or otherwise by
law.




Section
6. OTHER
RIGHTS. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this Article VI:




(a)Does not
exclude any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under the articles of incorporation or
any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, for either an action in his official capacity or an action in another
capacity while holding his office, except that indemnification, unless ordered
by a court pursuant to Section 2 or for the advancement of expenses made
pursuant to Section 5, may not be made to or on behalf of any director or
officer if a final adjudication establishes that his acts or omissions involved
intentional misconduct, fraud or a knowing violation of the law and was material
to the cause of action.











(b)Continues for
a person who has ceased to be a director, officer, employee or agent and inures
to the benefit of the heirs, executors and administrators of such a
person.




Section
7. INSURANCE.
The corporation may purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise for any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnity him against such liability under
the provisions of this Article VI.




Section
8. RELIANCE ON
PROVISIONS. Each person who shall act as an authorized representative of
the corporation shall be deemed to be doing so in reliance upon the rights of
indemnification provided by this Article.




Section
9. SEVERABLITY.
If any of the provisions of this Article are held to be invalid or
unenforceable, this Article shall be construed as if it did not contain such
invalid or unenforceable provision and the remaining provisions of this Article
shall remain in full force and effect.




Section
10. RETROACTIVE
EFFECT. To the extent permitted by applicable law, the rights and powers
granted pursuant to this Article VI shall apply to acts and actions occurring or
in progress prior to its adoption by the board of directors.




ARTICLE
VII


RECORDS
AND BOOKS




Section
1. MAINTENANCE OF
SHARE REGISTER. The corporation shall keep at its principal executive
office, or at the office of its transfer agent or registrar, if either be
appointed and as determined by resolution of the board of directors, a record of
its stockholders, giving the names and addresses of all stockholders and the
number and class of shares held by each stockholder.










Section
2. MAINTENANCE OF
BYLAWS. The corporation shall keep at its principal executive office, or
if its principal executive office is not in this State at its principal business
office in this State, the original or a copy of the bylaws as amended to date,
which shall be open to inspection by the stockholders at all reasonable times
during office hours. If the principal executive office of the corporation is
outside this state and the corporation has no principal business office in this
state, the secretary shall, upon the written request of any stockholder, furnish
to such stockholder a copy of the bylaws as amended to date.




Section
3. MAINTENANCE OF
OTHER CORPORATE RECORDS. The accounting books and records and minutes of
proceedings of the stockholders and the board of directors and any committee or
committees of the board of directors shall be kept at such place or places
designated by the board of directors, or, in the absence of such
designation, at the principal executive office of the corporation. The minutes
shall be kept in written form and the accounting books and records shall be kept
either in written form or in any other form capable of being converted into
written form.




Every
director shall have the absolute right at any reasonable time to inspect and
copy all books, records and documents of every kind and to inspect the physical
properties of this corporation and any subsidiary of this corporation. Such
inspection by a director may be made in person or by agent or attorney and the
right of inspection includes the right to copy and make extracts. The foregoing
rights of inspection shall extend to the records of each subsidiary of the
corporation.




Section
4. ANNUAL REPORT TO
STOCKHOLDERS. Nothing herein shall be interpreted as prohibiting the
board of directors from issuing annual or other periodic reports to the
stockholders of the corporation as they deem appropriate.




Section
5. FINANCIAL
STATEMENTS. A copy of any annual financial statement and any income
statement of the corporation for each quarterly period of each fiscal year, and
any accompanying balance sheet of the corporation as of the end of each such
period, that has been prepared by the corporation shall be kept on file in the
principal executive office of the corporation for twelve (12)
months.




Section
6. ANNUAL LIST OF
DIRECTORS, OFFICERS AND RESIDENT AGENT. The corporation shall, on or
before December 31st of each year, file with the Secretary of State of the State
of Nevada, on the prescribed form, a list of its officers and directors and a
designation of its resident agent in Nevada.










ARTICLE
VIII


GENERAL
CORPORATE MATTERS




Section
1. RECORD DATE.
For purposes of determining the stockholders entitled to notice of any meeting
or to vote or entitled to receive payment of any dividend or other distribution
or allotment of any rights or entitled to exercise any rights in respect of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty (60) days nor less than ten (10) days prior
to the date of any such meeting nor more than sixty (60) days prior to any other
action, and in such case only stockholders of record on the date so fixed are
entitled to notice and to vote or to receive the dividend, distribution or
allotment of rights or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares onthe books of the
corporation after the record date fixed as aforesaid, except as otherwise
provided in the Nevada General Corporation Law.




If the
board of directors does not so fix a record date:




(a) The
record date for determining stockholders entitled to notice of or to vote at a
meeting ofstockholders shall be
at the close of business on the day next preceding the day on which notice is
given or, if notice is waived, at the close of business on the business day next
preceding the day on which the meeting is held.




(b) The
record date for determining stockholders entitled to give consent to corporate
action in writing without a meeting, when no prior action by the board has been
taken, shall be the day on which the first written consent is
given.




(c) The
record date for determining stockholders for any other purpose shall be at the
close of business on the day on which the board adopts the resolution relating
thereto, or the sixtieth (60th) day prior to the date of such other action,
whichever is later.




Section
2. CLOSING OF TRANSFER
BOOKS. The directors may prescribe a period not exceeding sixty (60) days
prior to any meeting of the stockholders during which no transfer of stock on
the books of the corporation may be made, or may fix a date not more than sixty
(60) days prior to the holding ofany such meeting as the
day as of which stockholders entitled to notice of and to vote at such meeting
shall be determined; and only stockholders of record on such day shall be
entitled to notice or to vote at such meeting.










Section
3. REGISTERED
STOCKHOLDERS. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner ofshares, and shall 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 shall have express
or other notice thereof, except as otherwise provided by the laws of
Nevada.




Section
4. CHECKS, DRAFTS,
EVIDENCES OF INDEBTEDNESS. All checks, drafts or other orders for payment
of money, notes or other evidences of indebtedness, issued in the name of or
payable to the corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be determined by
resolution of the board of directors.




Section
5. CORPORATE CONTRACTS
AND INSTRUMENTS; HOW EXECUTED. The board of directors, except as in the
bylaws otherwise provided, may authorize any officer or officers, agent or
agents, to enter into any contract or execute any instrument in the name of and
on behalf of the corporation, and such authority may be general or confined to
specific instances; and, unless so authorized or ratified by the board of
directors or within the agency power or authority to bind the corporation by any
contract or engagement or to pledge its credit or to render it liable for any
purpose or to any amount.




Section
6. STOCK
CERTIFICATES. A certificate or certificates for shares of the capital
stock of the corporation shall be issued to each stockholder when any such
shares are fully paid, and the board of directors may authorize the issuance of
certificates or shares as partly paid provided that such certificates shall
state the amount of the consideration to be paid therefore and the amount paid
thereon. All certificates shall be signed in the name of the corporation by the
president or vice president and by the treasurer or an assistant treasurer or
the secretary or any assistant secretary, certifying the number of shares and
the class or series of shares owned by the stockholder. When the corporation is
authorized to issue shares of more than one class or more than one series of any
class, there shall be set forth upon the face or back of the certificate, or the
certificate shall have a statement that the corporation will furnish to any
stockholders upon request and without charge, a full or summary statement of the
designations, preferences and relatives, participating, optional or other
special rights of the various classes of stock or series thereof and the
qualifications, limitations or restrictions of such rights, and, if the
corporation shall be authorized to issue only special stock, such certificate
must set forth in full or summarize the rights of the holders of such stock. Any
or all of the signatures on the certificate may be facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the corporation with the same effect as if such person were an officer,
transfer agent or registrar at the date of issue.










No new
certificate for shares shall be issued in place of any certificate theretofore
issued unless the latter is surrendered and cancelled at the same time:
provided, however, that a new certificate may be issued without the surrender
and cancellation of the old certificate if the certificate thereto fore issued
is alleged to have been lost, stolen or destroyed. In case of any such allegedly
lost, stolen or destroyed certificate, the corporation may require the owner
thereof or the legal representative of such owner to give the corporation a bond
(or other adequate security) sufficient to indemnify it against any claim that
may be made against it (including any expense or liability) on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate.




Section
7. DIVIDENDS.
Dividends upon the capital stock 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 pursuant to law. Dividends may be
paid in cash, in property, or in shares of the capital stock, subject to the
provisions of the articles of incorporation.




Before
payment of any dividend, there may be set aside out of any funds of the
corporation available for dividends such sum or sums as the directors from time
to time, in their absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the corporation, or for such other purpose as the directors
shall think conducive to the interest of the corporation, and the directors may
modify or abolish any such reserves in the manner in which it was
created.










Section
8. FISCAL YEAR.
The fiscal year of the corporation shall be fixed by resolution of the board of
directors.




Section
9. SEAL. The
corporate seal shall have inscribed thereon the name of the corporation, the
year of its incorporation and the words “Corporate Seal, Nevada.”




Section
10. REPRESENTATION OF
SHARES OF OTHER CORPORATIONS. The chairman of the board, the president,
or any vice president, or any other person authorized by resolution of the board
of directors by any of the foregoing designated officers, is authorized to vote
on behalf of the corporation any and all shares of any other corporation or
corporations, foreign or domestic, standing in the name of the corporation. The
authority herein granted to said officers to vote or represent on behalf of the
corporation any and all shares held by the corporation in any other by the
corporation in any other corporation or corporations may be exercised by any
such officer in person or by any person authorized to do so by proxy duly
executed by said officer.




Section
11. CONSTRUCTION AND
DEFINITIONS. Unless the context requires otherwise, the general
provisions, rules of construction and definitions in the Nevada General
Corporation Law shall govern the construction of the bylaws. Without limiting
the generality of the foregoing, the singular number includes the plural, the
plural number includes the singular, and the term “person” includes both a
corporation end a natural person.




ARTICLE
IX


AMENDMENTS




Section
I. AMENDMENT BY
STOCKHOLDERS. New bylaws may be adopted or these bylaws may be amended or
repealed by the affirmative vote of a majority of the outstanding shares
entitled to vote, or by the written assent of stockholders entitled to vote such
shares, except as otherwise provided by law or by the articles of
incorporation.




Section
2. AMENDMENT BY
DIRECTORS. Subject to the rights of the stockholders as provided in
Section 1 of this Article, bylaws may be adopted, amended or repealed by the
board of directors.