**BY-LAWS**





**OF**





**RED
      OAK CONCEPTS, INC.**








ARTICLE
      I


OFFICES








SECTION
      1.  REGISTERED
      OFFICE. - The registered office shall be established and maintained at c/o
      United Corporate Services, Inc., 202 South Minnesota Street, Carson City, Nevada
      89703 and United Corporate Services, Inc. shall be the registered agent of
      this
      corporation in charge thereof.





SECTION
      2.  OTHER
      OFFICES. - The corporation may have other offices, either within or without
      the
      State of Nevada, at such place or places as the Board of Directors may from
      time
      to time appoint or the business of the corporation may require.





ARTICLE
      II


MEETINGS
      OF STOCKHOLDERS





SECTION
      1.  ANNUAL
      MEETINGS. - Annual meetings of stockholders for the election of directors and
      for such other business as may be stated in the notice of the meeting, shall
      be
      held at such place, either within or without the State of Nevada, and at such
      time and date as the Board of Directors, by resolution, shall determine and
      as
      set forth in the notice of the meeting.





If
      the
      date of the annual meeting shall fall upon a legal holiday, the meeting shall
      be
      held on the next succeeding business day. At each annual meeting, the
      stockholders entitled to vote shall elect a Board of Directors and they may
      transact such other corporate business as shall be stated in the notice of
      the
      meeting.





SECTION
      2.  OTHER
      MEETINGS. - Meetings of stockholders for any purpose other than the election
      of
      directors may be held at such time and place, within or without the State of
      Nevada, as shall be stated in the notice of the meeting.





SECTION
      3.  VOTING.
      -
      Each stockholder entitled to vote in accordance with the terms of the Articles
      of Incorporation and in accordance with the provisions of these By-laws shall
      be
      entitled to one vote, in person or by proxy, for each share of stock entitled
      to
      vote held by such stockholder, but no proxy shall be voted after three years
      from its date unless such proxy provides for a longer period. Upon the demand
      of
      any stockholder, the vote for directors and the vote upon any question before
      the meeting, shall be by ballot. All elections for directors shall be decided
      by
      plurality vote; all other questions shall be decided by majority vote except
      as
      otherwise provided by the Articles of Incorporation or the laws of the State
      of
      Nevada.










A
      complete list of the stockholders entitled to vote at the ensuing election,
      arranged in alphabetical order, with the address of each, and the number of
      shares held by each, shall be open to the examination of any stockholder, for
      any purpose germane to the meeting, during ordinary business hours, for a period
      of at least ten days prior to the meeting, either at a place within the city
      where the meeting is to be held, which place shall be specified in the notice
      of
      the meeting, or, if not so specified, at the place where the meeting is to
      be
      held. The list shall also be produced and kept at the time and place of the
      meeting during the whole time thereof, and may be inspected by any stockholder
      who is present.





SECTION
      4.  QUORUM.
      -
      Except as otherwise required by law, by the Articles of Incorporation or by
      these By-laws, the presence, in person or by proxy, of stockholders holding
      a
      majority of the stock of the corporation entitled to vote shall constitute
      a
      quorum at all meetings of the stockholders. In case a quorum shall not be
      present at any meeting, a majority in interest of the stockholders entitled
      to
      vote thereat, present in person or by proxy, shall have power to adjourn the
      meeting from time to time, without notice other than announcement at the
      meeting, until the requisite amount of stock entitled to vote shall be present.
      At any such adjourned meeting at which requisite amount of stock entitled to
      vote shall be represented, any business may be transacted which might have
      been
      transacted at the meeting as originally noticed; but only those stockholders
      entitled to vote at the meeting as originally noticed shall be entitled to
      vote
      at any adjournment or adjournments thereof. If the adjournment is 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 shall be given to each
      stockholder of record entitled to vote the meeting.





SECTION
      5.  SPECIAL
      MEETINGS. - Special meetings of the stockholders for any purpose or purposes
      may
      be called by the President or Secretary, or by resolution of the
      directors.





SECTION
      6.  NOTICE
      OF
      MEETINGS. - Written notice, stating the place, date and time of the meeting,
      and
      the general nature of the business to be considered, shall be given to each
      stockholder entitled to vote thereat at his address as it appears on the records
      of the corporation, not less than ten nor more than sixty (60) days before
      the
      date of the meeting. No business other than that stated in the notice shall
      be
      transacted at any meeting without the unanimous consent of all the stockholders
      entitled to vote thereat.





SECTION
      7.  ACTION
      WITHOUT MEETING. - Unless otherwise provided by the Articles of Incorporation,
      any action required to be taken at any annual or special meeting of
      stockholders, or any action which may be taken at any annual or special meeting,
      may be taken without a meeting, without prior notice and without a vote, if
      a
      consent in writing, setting forth the action so taken, shall be signed by the
      holders of outstanding stock having not less than the minimum number of votes
      that would be necessary to authorize or take such action at a meeting at which
      all shares entitled to vote thereon were present and voted. Prompt notice of
      the
      taking of the corporate action without a meeting by less than unanimous written
      consent shall be given to those stockholders who have not consented in
      writing.




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ARTICLE
      III


DIRECTORS





SECTION
      1.  NUMBER
      AND TERM. - The authorized number of directors of the corporation shall be
      not
      less than one (1) nor more than thirteen (13) as fixed from time to time by
      resolution of the Board of Directors; provided that no decrease in the number
      of
      directors shall shorten the term of any incumbent directors. The directors
      shall
      be elected at the annual meeting of the stockholders and each director shall
      be
      elected to serve until his successor shall be elected and shall qualify. A
      director need not be a stockholder.





SECTION
      2.  RESIGNATIONS.
      - Any director, member of a committee or other officer may resign at any time.
      Such resignation shall be made in writing, and shall take effect at the time
      specified therein, and if no time be specified, at the time of its receipt
      by
      the President or Secretary. The acceptance of a resignation shall not be
      necessary to make it effective.





SECTION
      3.  VACANCIES.
      - If the office of any director, member of a committee or other officer becomes
      vacant, the remaining directors in office, though less than a quorum by a
      majority vote, may appoint any qualified person to fill such vacancy, who shall
      hold office for the unexpired term and until his successor shall be duly
      chosen.





SECTION
      4.  REMOVAL.
      - Any director or directors may be removed either for or without cause at any
      time by the affirmative vote of the holders of a majority of all the shares
      of
      stock outstanding and entitled to vote, at a special meeting of the stockholders
      called for the purpose and the vacancies thus created may be filled, at the
      meeting held for the purpose of removal, by the affirmative vote of a majority
      in interest of the stockholders entitled to vote.





SECTION
      5.  INCREASE
      OF NUMBER. - The number of directors may be increased by amendment by these
      By-laws by the affirmative vote of a majority of the directors, though less
      than
      a quorum, or, by the affirmative vote of a majority in interest of the
      stockholders, at the annual meeting or at a special meeting called for that
      purpose, and by like vote the additional directors may be chosen at such meeting
      to hold office until the next annual election and until their successors are
      elected and qualify.




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SECTION
      6.  POWERS.
      -
      The Board of Directors shall exercise all of the powers of the corporation
      except such as are by law, or by the Articles of Incorporation of the
      corporation or by these By-laws conferred upon or reserved to the
      stockholders.





SECTION
      7.  COMMITTEES.
      - The Board of Directors may, by resolution or resolutions passed by a majority
      of the whole board, designate one or more committees, each committee to consist
      of two or more of the directors of the corporation. The board may designate
      one
      or more directors as alternate members of any committee, who may replace any
      absent or disqualified member at any meeting of the committee. In the absence
      or
      disqualification of any member or such committee or committees, the member
      or
      members thereof present at any such meeting and not disqualified from voting,
      whether or not he or they constitute a quorum, may unanimously appoint another
      member of the Board of Directors to act at the meeting in the place of any
      such
      absent or disqualified member.





Any
      such
      committee, to the extent provided in the resolution of the Board of Directors,
      or in these By-laws, shall have and may exercise all the powers and authority
      of
      the Board of Directors in the management of the business and affairs of the
      corporation, and may authorize the seal of the corporation to be affixed to
      all
      papers which may require it; but no such committee shall have the power of
      authority in reference to amending the Articles of Incorporation, adopting
      an
      agreement of merger or consolidation, recommending to the stockholders the
      sale,
      lease or exchange of all or substantially all of the corporation’s property and
      assets, recommending to the stockholders a dissolution of the corporation or
      a
      revocation of a dissolution, or amending the By-laws of the corporation; and
      unless the resolution, these By-laws, or the Articles of Incorporation expressly
      so provide, no such committee shall have the power or authority to declare
      a
      dividend or to authorize the issuance of stock.





SECTION
      8.  MEETINGS.
      - The newly elected Board of Directors may hold their first meeting for the
      purpose of organization and the transaction of business, if a quorum be present,
      immediately after the annual meeting of the stockholders; or the time and place
      of such meeting may be fixed by consent, in writing, of all the
      directors.





Unless
      restricted by the incorporation document or elsewhere in these By-laws, members
      of the Board of Directors or any committee designated by such Board may
      participate in a meeting of such Board or committee by means of conference
      telephone or similar communications equipment allowing all persons participating
      in the meeting to hear each other at the same time. Participation by such means
      shall constitute presence in person at such meeting.





Regular
      meetings of the Board of Directors may be scheduled by a resolution adopted
      by
      the Board. The Chairman of the Board or the President or Secretary may call,
      and
      if requested by any two directors, must call a special meeting of the Board
      and
      give five (5) days notice by mail, or two (2) days notice personally or by
      telegraph or cable to each director. The Board of Directors may hold an annual
      meeting, without notice, immediately after the annual meeting of
      shareholders.




4





SECTION
      9.  QUORUM.
      -
      A majority of the directors shall constitute a quorum for the transaction of
      business. If at any meeting of the Board there shall be less than a quorum
      present, a majority of those present may adjourn the meeting from time to time
      until a quorum is obtained, and no further notice thereof need be given other
      than by announcement at the meeting which shall be so adjourned.





SECTION
      10.  COMPENSATION.
      - Directors shall not receive any stated salary for their services as directors
      or as members of committees, but by resolution of the Board a fixed fee and
      expenses of attendance may be allowed for attendance at each meeting. Nothing
      herein contained shall be construed to preclude any director from serving the
      corporation in any other capacity as an officer, agent or otherwise, and
      receiving compensation therefor.





SECTION
      11.  ACTION
      WITHOUT MEETING. - Any action required or permitted to be taken at any meeting
      of the Board of Directors, or of any committee thereof, may be taken without
      a
      meeting, it prior to such action a written consent thereto is signed by all
      members of the Board, or of such committee as the case may be, and such written
      consent is filled with the minutes of proceedings of the Board or
      committee.





ARTICLE
      IV


OFFICERS





SECTION
      1.  OFFICERS.
      - The officers of the corporation shall be a President, a Treasurer, and a
      Secretary, all of whom shall be elected by the Board of Directors and who shall
      hold office until their successors are elected and qualified. In addition,
      the
      Board of Directors may elect a Chairman, one or more Vice-Presidents and such
      Assistant Secretaries and Assistant Treasurers as they may deem proper. None
      of
      the officers of the corporation need be directors. The officers shall be elected
      at the first meeting of the Board of Directors after each annual meeting. More
      than two offices may be held by the same person.





SECTION
      2.  OTHER
      OFFICERS AND AGENTS. - The Board of Directors may appoint such other officers
      and agents as it may deem advisable, who shall hold their offices for such
      terms
      and shall exercise such powers and perform such duties as shall be determined
      from time to time by the Board of Directors.





SECTION
      3.  CHAIRMAN.
      - The Chairman of the Board of Directors, if one be elected, shall preside
      at
      all meetings of the Board of Directors and he shall have and perform such other
      duties as from time to time may be assigned to him by the Board of
      Directors.





SECTION
      4.  PRESIDENT.
      - The President shall be the chief executive officer of the corporation and
      shall have the general powers and duties of supervision and management usually
      vested in the office of President of a corporation. He shall preside at all
      meetings of the stockholders if present thereat, and in the absence or
      non-election of the Chairman of the Board of Directors, at all meetings of
      the
      Board of Directors, and shall have general supervision, direction and control
      of
      the business of the corporation. Except as the Board of Directors shall
      authorize the execution thereof in some other manner, he shall execute bonds,
      mortgages and other contracts on behalf of the corporation, and shall cause
      the
      seal to be affixed to any instrument requiring it and when so affixed the seal
      shall be attested by the signature of the Secretary or the Treasurer or
      Assistant Secretary or an Assistant Treasurer.




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SECTION
      5.  VICE-PRESIDENT.
      - Each Vice-President shall have such powers and shall perform such duties
      as
      shall be assigned to him by the directors.





SECTION
      6.  TREASURER.
      - The Treasurer shall have the custody of the corporate funds and securities
      and
      shall keep full and accurate account of receipts and disbursements in books
      belonging to the corporation. He shall deposit all monies and other valuables
      in
      the name and to the credit of the corporation in such depositaries as may be
      designated by the Board of Directors.





The
      Treasurer shall disburse the funds of the corporation as may be ordered by
      the
      Board of Directors, or the President, taking proper vouchers for such
      disbursements. He shall render to the President and Board of Directors at the
      regular meetings of the Board of Directors, or whenever they may request it,
      an
      account of all his transactions as Treasurer and of the financial condition
      of
      the corporation. If required by the Board of Directors, he shall give the
      corporation a bond for the faithful discharge of his duties in such amount
      and
      with such surety as the Board shall prescribe.





SECTION
      7.  SECRETARY.
      - The Secretary shall give, or cause to be given, notice of all meetings of
      stockholders and directors, and all other notices required by the law or by
      these By-laws, and in case of his absence or refusal to neglect so to do, any
      such notice may be given by any person thereunto directed by the President,
      or
      by the directors, or stockholder, upon whose requisition the meeting is called
      as provided in these By-laws. He shall record all the proceedings of the
      meetings of the corporation and of the directors in a book to be kept for that
      purpose, and shall perform such other duties as may be assigned to him by the
      directors or the President. He shall have the custody of the seal of the
      corporation and shall affix the same to all instruments requiring it, when
      authorized by the directors or the President, and attest the same.





SECTION
      8.  ASSISTANT
      TREASURERS AND ASSISTANT SECRETARIES. - Assistant Treasurers and Assistant
      Secretaries, if any, shall be elected and shall have such powers and shall
      perform such duties as shall be assigned to them, respectively, by the
      directors.




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ARTICLE
      V


MISCELLANEOUS





SECTION
      1. CERTIFICATES
      OF STOCK. - A certificate of stock, signed by the Chairman or Vice-Chairman
      of
      the Board of Directors, if they be elected, President or Vice-President, and
      the
      Treasurer or an Assistant Treasurer, or Secretary or Assistant Secretary, shall
      be issued to each stockholder certifying the number of shares owned by him
      in
      the corporation. When such certificates are countersigned (1) by a transfer
      agent other than the corporation or its employee, or, (2) by a registrar other
      than the corporation or its employee, the signatures of such officers may be
      facsimiles.





SECTION
      2.  LOST
      CERTIFICATES. - A new certificate of stock may be issued in the place of any
      certificate theretofore issued by the corporation, alleged to have been lost
      or
      destroyed, and the directors may, in their discretion, require the owner of
      the
      lost or destroyed certificate, or his legal representatives, to give the
      corporation a bond, in such sum as they may direct, not exceeding double the
      value of the stock, to indemnify the corporation against any claim that may
      be
      against it on account of the alleged loss of any such certificate, or the
      issuance of any such new certificate.





SECTION
      3.  TRANSFER
      OF SHARES. - The shares of stock of the corporation shall be transferable only
      upon its books by the holders thereof in person or by their duly authorized
      attorneys or legal representatives, and upon such transfer the old certificate
      shall be surrendered to the corporation by the delivery thereof to the person
      in
      charge of the stock and transfer books and ledgers, or to such other person
      as
      the directors may designate, by whom they shall be cancelled, and new
      certificates shall thereupon be issued. A record shall be made of each transfer
      and whenever a transfer shall be made for collateral security, and not
      absolutely, it shall be so expressed in the entry of the transfer.





SECTION
      4.  STOCKHOLDERS
      RECORD DATE. - (a) In order that the corporation may determine the stockholders
      entitled to notice of or to vote at any meeting of stockholders or any
      adjournment thereof, the Board of Directors may fix a record date, which record
      date shall not precede the date upon which the resolution fixing the record
      date
      is adopted by the Board of Directors. A determination of stockholders of record
      entitled to notice of or to vote at a meeting of stockholders shall apply to
      any
      adjournment of the meeting; provided, however, that the Board of Directors
      may
      fix a new record date for the adjourned meeting.





(b)
      In
      order that the corporation may determine the stockholders entitled to consent
      to
      corporate action in writing without a meeting, the Board of Directors may fix
      a
      record date, which record date shall not precede the date upon which the
      resolution fixing the record is adopted by the Board of Directors.





(c)
      In
      order that the corporation may determine the stockholders entitled to receive
      payment of any dividend or other distribution or allotment of any rights or
      the
      stockholders entitled to exercise any rights in respect of any change,
      conversion or exchange of stock, or for the purpose of any other lawful action,
      the Board of Directors may fix a record date, which record date shall not
      precede the date upon which the resolution fixing the record date is
      adopted.




7





SECTION
      5.  DIVIDENDS.
      - Subject to the provisions of the Articles of Incorporation, the Board of
      Directors may, out of funds legally available therefor at any regular or special
      meeting, declare dividends upon the capital stock of the corporation as and
      when
      they deem expedient. Before declaring any dividend there may be set apart out
      of
      any funds of the corporation available for dividends, such sum or sums as the
      directors from time to time in their discretion deem proper for working capital
      or as a reserve fund to meet contingencies or for equalizing dividends or for
      such other purposes as the directors shall deem conductive to the interests
      of
      the corporation.





SECTION
      6.  SEAL.
      -
      The corporate seal shall be circular in form and shall contain the name of
      the
      corporation, the year of its creation and the words “Corporate Seal, Nevada,
      2007”. Said seal may be used by causing it or a facsimile thereof to be
      impressed or affixed or reproduced or otherwise.





SECTION
      7.  FISCAL
      YEAR. - The fiscal year of the corporation shall be determined by resolution
      of
      the Board of Directors.





SECTION
      8.  CHECKS.
      -
      All checks, drafts or other orders for the payment of money, notes or other
      evidences of indebtedness issued in the name of the corporation shall be signed
      by such officer or officers, agent or agents of the corporation, and in such
      manner as shall be determined from time to time by resolution of the Board
      of
      Directors.





SECTION
      9.  NOTICE
      AND WAIVER OF NOTICE. - Whenever any notice is required by these By-laws to
      be
      given, personal notice is not meant unless expressly so stated, and any notice
      so required shall be deemed to be sufficient if given by depositing the same
      in
      the United States mail, postage, prepaid, addressed to the person entitled
      thereto at his address as it appears on the records of the corporation, and
      such
      notice shall be deemed to have been given on the day of such mailing.
      Stockholders not entitled to vote shall not be entitled to receive notice of
      any
      meetings except as otherwise provided by Statute.





Whenever
      any notice whatever is required to be given under the provisions of any law,
      or
      under the provisions of the Articles of Incorporation of the corporation of
      these By-laws, a waiver thereof in writing, signed by the person or persons
      entitled to said notice, whether before or after the time stated therein, shall
      be deemed equivalent thereto.




8





ARTICLE
      VI


AMENDMENTS





These
      By-laws may be altered or repealed and By-laws may be made at any annual meeting
      of the stockholders or at any special meeting thereof if notice of the proposed
      alteration or repeal of By-law or By-laws to be made be contained in the notice
      of such special meeting, by the affirmative vote of a majority of the stock
      issued and outstanding and entitled to vote thereat, or by the affirmative
      vote
      of a majority of the Board of Directors, at any regular meeting of the Board
      of
      Directors, or at any special meeting of the Board of Directors, if notice of
      the
      proposed alteration or repeal of By-law or By-laws to be made, be contained
      in
      the notice of such special meeting.





ARTICLE
      VII


INDEMNIFICATION





No
      director shall be liable to the corporation or any of its stockholders for
      monetary damages for breach of fiduciary duty as a director, except with respect
      to (1) a breach of the director’s duty of loyalty to the corporation or its
      stockholders, (2) acts or omissions not in good faith or which involve
      intentional misconduct or a knowing violation of law, (3) liability which may
      be
      specifically defined by law or (4) a transaction from which the director derived
      an improper personal benefit, it being the intention of the foregoing provision
      to eliminate the liability of the corporation’s directors to the corporation or
      its stockholders to the fullest extent permitted by law. The corporation shall
      indemnify to the fullest extent permitted by law each person that such law
      grants the corporation the power to indemnify.




9