EXHIBIT 3.4





























AMENDED
AND RESTATED





BYLAWS





OF





BLUEPOINT
LINUX SOFTWARE CORP.,


an
Indiana corporation























TABLE
OF CONTENTS


PageARTICLE
      I    OFFICES
                1Section
      1.
                Principal
      Office
                1Section
      2.
                Other
      Offices
                1ARTICLE
      II    DIRECTORS - MANAGEMENT
                1Section
      1.
                Powers,
      Standard of Care
                11.1
                Powers.
                11.2
                Standard
      of Care; Liability
                1Section
      2.
                Number
      and Qualification of Directors
                2Section
      3.
                Election
      and Term of Office of Directors
                2Section
      4.
                Vacancies
                2Section
      5.
                Removal
      of Directors
                3Section
      6.
                Place
      of Meetings
                4Section
      7.
                Annual
      Meetings
                4Section
      8.
                Other
      Regular Meetings
                4Section
      9.
                Special
      Meetings/Notices
                4Section
      10.
                Waiver
      of Notice
                5Section
      11.
                Quorums
                5Section
      12.
                Adjournment
                5Section
      13.
                Notice
      of Adjournment
                5Section
      14.
                Sole
      Director Provided by Articles or Bylaws
                5Section
      15.
                Directors
      Action by Unanimous Written Consent
                6Section
      16.
                Compensation
      of Directors
                6Section
      17.
                Committees
                6Section
      18.
                Meetings
      and Action of Committees
                6Section
      19.
                Advisors
                6ARTICLE
      III    OFFICERS
                7Section
      1.
                Officers
                7Section
      2.
                Election
      of Officers
                7Section
      3.
                Subordinate
      Officers, Etc
                7
   ii
 Section
      4.
                Removal
      and Resignation of Officers
                7Section
      5.
                Vacancies
                7Section
      6.
                Chairman
      of the Board
                7Section
      7.
                President
                8Section
      8.
                Vice
      President
                8Section
      9.
                Secretary
                8Section
      10.
                Treasurer
                9ARTICLE
      IV   SHAREHOLDERS' MEETINGS
                9Section
      1.
                Place
      of Meetings
                9Section
      2.
                Annual
      Meeting
                9Section
      3.
                Special
      Meetings
                10Section
      4.
                Notice
      of Meetings - Reports
                10Section
      5.
                Quorum
                11Section
      6.
                Adjourned
      Meeting and Notice Thereof
                11Section
      7.
                Waiver
      or Consent by Absent Shareholders
                11Section
      8.
                Maintenance
      and Inspection of Bylaws
                12Section
      9.
                Report
      to Shareholders
                12Section
      10.
                Financial
      Statements
                13Section
      11.
                Biennial
      Report of General Information
                13ARTICLE
      V     AMENDMENTS TO BYLAWS
                13Section
      1.
                Amendment
      by Shareholders
                13Section
      2.
                Amendment
      by Directors
                13Section
      3.
                Record
      of Amendments
                14ARTICLE
      VI   SHARES OF STOCK
                14Section
      1.
                Certificate
      of Stock
                14Section
      2.
                Lost
      or Destroyed Certificates
                14Section
      3.
                Transfer
      of Shares
                15Section
      4.
                Record
      Date
                15ARTICLE
      VII   DIVIDENDS
                15ARTICLE
      VIII   FISCAL YEAR
                15ARTICLE
      IX   CORPORATE SEAL
                16
 ARTICLE
      X   INDEMNITY
                  16ARTICLE
      XI   MISCELLANEOUS
                  17Section
      1.
                  Subsidiary
      Corporations
                  17
  iii


AMENDED
AND RESTATED


BYLAWS


OF


BLUEPOINT
LINUX SOFTWARE CORP.,


an
Indiana corporation








ARTICLE
I


OFFICES





Section
1. Principal
Office.  The principal office for the transaction of business
of the Corporation is hereby fixed and located at Launch Industrial Park, North
Wuhe Avenue, Banxuegang Industrial Park, Longgang Dist., Shenzhen 518000,
People’s Republic of China.  The location may be changed by approval
of a majority of the authorized directors, and additional offices may be
established and maintained at such other place or places, either within or
outside of Indiana, as the Board of Directors may from time to time
designate.





Section
2. Other
Offices.  Branch or subordinate offices may at any time be
established by the Board of Directors at any place or places where the
Corporation is qualified to do business.





ARTICLE
II


DIRECTORS
- MANAGEMENT





Section
1.   Powers, Standard of
Care.





1.1   Powers:  Subject
to the provisions of the Indiana Business Corporation Law (hereinafter the
“Code”), and subject to any limitations in the Articles of Incorporation of the
Corporation relating to action required to be approved by the Shareholders 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.  The Board of Directors may delegate the
management of the day-to-day operation of the business of the Corporation to a
management company or other persons, provided that the business and affairs of
the Corporation shall be managed, and all corporate powers shall be exercised,
under the ultimate direction of the Board.




1.2   Standard of Care;
Liability:





1.2.1   Each
Director shall exercise such powers and otherwise perform such duties, in good
faith, in the matters such Director believes to be in the best interests of the
Corporation, and with such care, including reasonable inquiry, using ordinary
prudence, as a person in a like position would use under similar
circumstances.







1




1.2.2 
 In performing the duties of a Director, a Director shall be entitled to
rely on information, opinions, reports, or statements, including financial
statements and other financial data, in which case prepared or presented
by:





(1)   One
or more officers or employees of the Corporation whom the Director believes to
be reliable and competent in the matters presented,





(2)   Counsel,
independent accountants or other persons as to which the Director believes to be
within such person's professional or expert competence, or





(3)   A
Committee of the Board upon which the Director does not serve, as to matters
within its designated authority, which committee the Director believes to merit
confidence, so long as in any such case the Director acts in good faith, after
reasonable inquiry when the need therefore is indicated by the circumstances and
without knowledge that would cause such reliance to be unwarranted.





Section
2.   Number and Qualification of
Directors.  The authorized number of Directors of the
Corporation shall be not less than one nor more than seven until changed by a
duly adopted amendment to the Articles of Incorporation or by an amendment to
this Section 2 of Article II of these Bylaws.  The exact number of
directors may be fixed within the limits specified by resolution adopted by the
vote of the majority of directors in office or by the vote of holders of shares
representing a majority of the voting power at any annual meeting, or any
special meeting called for such purpose; but no reduction of the number of
directors shall have the effect of removing any director prior to the expiration
of his term.  The exact number of directors shall be two until changed
as provided in this Section 2 of Article II of these Bylaws.





Section
3.   Election and Term of Office
of Directors.





3.1   Directors
shall be elected at each annual meeting of the Shareholders to hold office until
the next annual meeting.  If any such annual meeting of Shareholders
is not held or the Directors are not elected thereat, the Directors may be
elected at any special meeting of Shareholders held for that
purpose.  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.




3.2  
Except as may otherwise be provided herein, or in the Articles of Incorporation
by way of cumulative voting rights, the members of the Board of Directors of
this Corporation, who need not be shareholders, shall be elected by a majority
of the votes cast at a meeting of shareholders, by the holders of shares of
stock present in person or by proxy, entitled to vote in the
election.





Section
4.   Vacancies.


2


4.1  
A vacancy or vacancies on the Board of Directors shall be deemed to exist in the
event of the death, resignation or removal of any Director, or if the Board of
Directors by resolution declares vacant the office of a Director who has been
declared of unsound mind by an order of court or convicted of a felony, or if
the authorized number of directors be increased, or if the shareholders fail, at
any annual or special meeting of shareholders at which any director or directors
are elected, to elect the full authorized number of directors to be voted for at
the meeting.





4.2  
Vacancies on the Board of Directors, except for a vacancy created by the removal
of a Director, may be filled by a majority of the remaining Directors, or, if
the number of directors then in office is less then a quorum, by (1) the
unanimous written consent of the directors then in office, (2) the affirmative
vote of a majority of the directors then in office at a meeting held pursuant to
notice or waivers of notice complying with Chapter 34 of the Indiana Business
Corporation Law, or (3) a sole remaining Director.  Each Director so
elected shall hold office until the next annual meeting of the Shareholders and
until a successor has been elected and qualified.  A vacancy in the
Board of Directors created by the removal of a Director may only be filled by
the vote of a majority of the shares entitled to vote represented at a duly held
meeting at which a quorum is present, or by the written consent of the holders
of a majority of the outstanding shares.





4.3  
The Shareholders may elect a Director or Directors at any time to fill any
vacancy or vacancies, but any such election by written consent shall require the
consent of a majority of the outstanding shares entitled to vote.





4.4  
Any Director may resign, effective on giving written notice to the Chairman of
the Board, the President, the Secretary, or the Board of Directors, unless the
notice specifies a later time for that resignation to become
effective.  When one or more directors give notice of his or her or
their resignation from the Board of Directors, effective at a future date, the
Board may fill the vacancy or vacancies to take effect when the resignation or
resignations become effective, each Director so appointed to hold office during
the remainder of the term of office of the resigning Director(s).





4.5  
No reduction of the authorized number of Directors shall have the effect of
removing any Director before that Director's term of office
expires.





Section
5.   Removal
of Directors.




5.1  
The entire Board of Directors, or any individual Director, may be removed from
office as provided by Section 23-1-33-8 of the Code.  In such case,
the remaining members, if any, of the Board of Directors may elect a successor
Director to fill such vacancy for the remaining unexpired term of the Director
so removed.





5.2  
No Director may be removed (unless the entire Board is removed) when the votes
cast against removal or not consenting in writing to such removal would be
sufficient to elect such Director if voted cumulatively at an election at which
the same total number of votes were cast (or, if such action is taken by written
consent, all shares entitled to vote, were voted) and the entire number of
Directors authorized at the time of the Directors most recent election were then
being elected; and when by the provisions of the Articles of Incorporation the
holders of the shares of any class or series voting as a class or series are
entitled to elect one or more Directors, any Director so elected may be removed
only by the applicable vote of the holders of the shares of that class or
series.




3




Section
6.   Place
of Meetings.  Regular meetings of the Board of Directors shall
be held at any place within or outside the state that has been designated from
time to time by resolution of the Board.  In the absence of such
resolution, regular meetings shall be held at the principal executive office of
the Corporation.  Special meetings of the Board shall be held at any
place within or outside the state that has been designated in the notice of the
meeting, or, if not stated in the notice or there is no 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 have been present in person at such
meeting.





Section
7.   Annual
Meetings.  Immediately following each annual meeting of
Shareholders, the Board of Directors shall hold a regular meeting for the
purpose of organization, the election of officers and the transaction of other
business.  Notice of this meeting shall not be
required.  Minutes of any meeting of the Board, or any committee
thereof, shall be maintained as required by Section 23-1-52-1 of the Code by the
Secretary or other officer designated for that purpose.





Section
8.   Other
Regular Meetings.





8.1  
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 time and place of such meetings has been fixed by the Board of Directors,
and further provided the notice of any change in the time of such meeting shall
be given to all 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 such special meetings of the Board of Directors.




8.2  
If said day falls upon a holiday, such meetings shall be held on the next
succeeding day thereafter.





Section
9.   Special
Meetings/Notices.





9.1  
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.





9.2  
Notice of the time and place for 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
in the records of the Corporation.  In case such notice is mailed, it
shall be deposited in the appropriate mail delivery system at least four days
prior to the time of holding the meeting.  In case such notice is
delivered personally, or by telephone or telegram, it shall be delivered
personally or be telephone or to the telegram company at least 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 same 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 executive office of the Corporation.







4




Section
10.   Waiver
of Notice.





10.1  
The transactions of any meeting of the Board of Directors, however called,
noticed, or wherever held, shall be as valid as though had at a meeting duly
held after the regular call and notice if a quorum is present and if, either
before or after the meeting, each of the Directors not present signs a written
waiver of notice, a consent to holding the meeting or an approval of the minutes
thereof.  Waivers of notice or consent need not specify the purposes
of the meeting.  All such waivers, consents and approvals shall be
filed with the corporate records or made part of the minutes of the
meeting.





10.2  
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
11.    Quorums.  Presence
of a majority of the authorized number of Directors shall constitute a quorum
for the transaction of business, except to adjourn as provided in Section 12 of
this Article II.  Members of the Board may participate in a meeting
through use of conference telephone or similar communications equipment, so long
as all members participating in such meeting can hear one
another.  Participation in a meeting as permitted by the preceding
sentence constitutes presence in person at such meeting.  Every act or
decision done or made by a majority of the Directors present at a meeting duly
held at which a quorum was present shall be regarded as the act of the Board of
Directors, unless a greater number is required by law or the Articles of
Incorporation.  A meeting at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of Directors, if
any action taken is approved by at least a majority of the required quorum for
that meeting.





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 of the holding of
an adjourned meeting need not be given, unless the meeting is adjourned for more
than 24 hours, in which case notice of such time and place shall be given prior
to the time of the adjourned meeting to the Directors who were not present at
the time of the adjournment.





Section
14.   Sole
Director Provided by Articles or Bylaws.  In the event only one
Director is required by the Bylaws or the Articles of Incorporation, then any
reference herein to notices, waivers, consents, meetings or other actions by a
majority or quorum of the Board of Directors shall be deemed or referred as such
notice, waiver, etc., by the sole Director, who shall have all rights and duties
and shall be entitled to exercise all of the powers and shall assume all the
responsibilities otherwise herein described, as given to the Board of
Directors.




5


Section
15.   Directors Action by
Unanimous Written Consent.  Any action required or permitted to
be taken by the Board of Directors may be taken without a meeting and with the
same force and effect as if taken by a unanimous vote of Directors, if
authorized by a writing signed individually or collectively by all members of
the Board of Directors.  Such consent shall be filed with the regular
minutes of the Board of Directors.





Section
16.   Compensation of
Directors.  Directors, and members as such, shall not receive
any stated salary for their services, but by resolution of the Board of
Directors, a fixed sum and/or expenses, if any, may be allowed for their
attendance at each regular and special meeting of the Board of Directors or for
their services contributed to the Board of Directors; provided, however, that
nothing contained herein shall be construed to preclude any Director from
serving the Corporation in any other capacity as an officer, employee or
otherwise receiving compensation for such services.




Section
17.    Committees.  Committees
of the Board of Directors may be appointed by resolution passed by a majority of
the whole Board.  Committees shall be composed of two or more members
of the Board of Directors.  The Board may designate one or more
Directors as alternate members of any committee, who may replace any absent
member at any meeting of the committee.  Committees shall have such
powers as those held by the Board of Directors as may be expressly delegated to
it by resolution of the Board of Directors, except those powers expressly made
non-delegable by Section 23-1-34-6 of the Code.





Section
18.   Meetings and Action of
Committees.  Meetings and action of committees shall be
governed by, and held and taken in accordance with, the provisions of Article
II, Sections 6, 8, 9, 10, 11, 12, 13 and 15, with such changes in the context of
those Sections as are necessary to substitute the committee and its members for
the Board of Directors and its members, except that the time of the regular
meetings of the committees may be determined by resolution of the Board of
Directors as well as the committee, and special meetings of committees may 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.





Section
19.   Advisors.  The
Board of Directors from time to time may request and/or hire for a fee one or
more persons to be Advisors to the Board of Directors, but such persons shall
not by such appointment be members of the Board of
Directors.  Advisors shall be available from time to time to perform
special assignments specified by the President, to attend meetings of the Board
of Directors upon invitation, and to furnish consultation to the Board of
Directors.  The period during which the title shall be held may be
prescribed by the Board of Directors.  If no period is prescribed, the
title shall be held at the pleasure of the Board of Directors.




6




ARTICLE
III
 OFFICERS


Section
1.   Officers.  The
principal officers of the Corporation shall be a President, a Secretary, and a
Treasurer who may also be called Chief Financial Officer.  The
Corporation may also have, at the discretion of the Board of Direc­tors, a
Chief Executive Officer, a Chairman of the Board, a Chief Operations Officer,
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 III.  Any number of
offices may be held by the same person.


Section
2.   Election of
Officers.  The principal officers of the Corporation, except
such officers as may be appointed in accordance with the provisions of Section 3
or Section 5 of this Article, shall be chosen by the Board of Directors, and
each shall serve at the pleasure of the Board of Directors, subject to the
rights, if any, of an officer under any contract of employment.  Each
officer shall hold office until his successor shall be duly elected and
qualified, or until his death, resignation, or removal in the manner hereinafter
provided.





Section
3.  Subordinate
Officers, Etc.  The Board of Directors may 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 are
provided in the Bylaws or as the Board of Directors may from time to time
determine.





Section
4.  Removal and
Resignation of Officers.





4.1 
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 a majority of the
Directors at that time in office, at any regular or special meeting of the Board
of Directors, or, except in the case of an officer chosen by the Board of
Directors, by any officer upon whom such power of removal may be conferred by
the Board of Directors.





4.2  
Any officer may resign at any time by giving written notice to the Board of
Directors.  Any resignation shall take effect on the date of the
receipt of that notice or at any later time specified in that notice; and,
unless otherwise specified in that notice, the acceptance of the resignation
shall not be necessary to make it effective.  Any 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.  A
vacancy in any office because of death, resignation, removal, disqualification
or any other cause shall be filled in the manner prescribed in the Bylaws for
regular appointments to that office.





Section 6.   Chairman of the
Board. The Chairman of the Board, if such an officer be elected, shall,
if present, preside at the meetings of the Board of Directors and exercise and
perform such other powers and duties as may, from time to time, be assigned by
the Board of Directors or prescribed by the Bylaws.  If there is no
President, the Chairman of the Board shall, in addition, be the Chief Executive
Officer of the Corporation and shall have the powers and duties prescribed in
Section 7 of this Article III.





7


Section
7.   President.  Subject
to such supervisory powers, if any, as may be given by the Board of Directors to
the Chairman of the Board, if there is such an officer, the President shall be
the Chief Executive Officer of the Corporation and shall, subject to the control
of the Board of Directors, have general supervision, direction and control of
the business and officers of the Corporation.  The President shall
preside at all meetings of the Shareholders and, in the absence of the Chairman
of the Board, or if there be none, at all meetings of the Board of
Directors.  The President shall have the general powers and duties of
management usually vested in the office of President of a corporation, shall be
ex officio a member of all the standing committees, including the Executive
Committee, if any, and shall have such other powers and duties as may be
prescribed by the Board of Directors or the Bylaws.





Section
8.   Vice
President.  In the absence or disability of the Chief Executive
Officer, if any, and the President, the Vice Presidents, if any, in order of
their rank as fixed by the Board of Directors, or if not ranked, the Vice
President designated by the Board of Directors, shall perform all the duties of
the Chief Executive Officer and President, and when so acting, shall have all
the powers of, and be subject to all the restrictions upon, the Chief Executive
Officer and 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 Chief Executive
Officer, President, or the Chairman of the Board.





Section
9.   Secretary.





9.1
  The Secretary shall keep, or cause to be kept, a book of minutes of all
meetings of the Board of Directors and Shareholders at the principal office of
the Corporation or such other place as the Board of Directors may
order.  The minutes shall include the time and place of holding the
meeting, whether regular or special, and if a special meeting, how authorized,
the notice thereof given, and the names of those present at Directors' and
committee meetings, the number of shares present or represented at Shareholders'
meetings and the proceedings thereof.





9.2
  The Secretary shall keep, or cause to be kept, at the principal office of
the Corporation or at the office of the Corporation's transfer agent, a share
register, or duplicate share register, showing the names of the Shareholders and
their addresses; the number and classes or 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.





9.3  
The Secretary shall give, or cause to be given, notice of all the meetings of
the Shareholders and of the Board of Directors required by the Bylaws or by law
to be given.  The Secretary shall keep the seal of the Corporation in
safe custody, and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or by the Bylaws.




8




Section
10.   Chief
Financial Officer.





10.1
  The Chief Financial Officer shall keep and maintain, or cause to be kept
and maintained, in accordance with generally accepted accounting principles,
adequate and correct accounts of the properties and business transactions of the
Corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, earnings (or surplus) and shares
issued.  The books of account shall, at all reasonable times, be open
to inspection by any Director.





10.2  
The Chief Financial Officer shall deposit all monies 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.  The Chief Financial Officer
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 the transactions of the Chief Financial Officer and of
the financial condition of the Corporation, and shall have such other powers and
perform such other duties as may be prescribed by the Board of Directors or the
Bylaws.





ARTICLE
IV


SHAREHOLDERS'
MEETINGS





Section
1.   Place
of Meetings.  Meetings of the Shareholders shall be held at any
place within or outside the state of Indiana designated by the Board of
Directors.  In the absence of any such designation, Shareholders'
meetings shall be held at the principal executive office of the
Corporation.





Section
2.   Annual
Meeting.





2.1  
The annual meeting of the Shareholders shall be held, each year, as
follows:








Time of
      Meeting:
              10:00
  A.M.Date of
      Meeting:
              May
  1





2.2  
If this day shall be a legal holiday, then the meeting shall be held on the next
succeeding business day, at the same time.  At the annual meeting, the
Shareholders shall elect a Board of Directors, consider reports of the affairs
of the Corporation and transact such other business as may be properly brought
before the meeting.





2.3  
If the above date is inconvenient, the annual meeting of Shareholders shall be
held each year on a date and at a time designated by the Board of Directors
within a reasonable date of the above date upon proper notice to all
Shareholders.





9




Section
3.   Special
Meetings.





3.1  
Special meetings of the Shareholders for any purpose or purposes whatsoever, may
be called at any time by the Board of Directors, the Chairman of the Board, the
President, or by one or more Shareholders holding shares in the aggregate
entitled to cast not less than 50% of the votes at any such
meeting.





3.2  
If a special meeting is called by any person or persons other than the Board of
Directors, the request shall be in writing, specifying the time of such meeting
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 shall forthwith cause notice to be given to the Shareholders
entitled to vote, in accordance with the provisions of Sections 4 and 5 of this
Article, that a meeting will be held at the time requested by the person or
persons calling the meeting, not less than 35 nor more than 60 days after the
receipt of the request.  If the notice is not given within 20 days
after receipt of the request, the person or persons requesting the meeting may
give the notice in the manner provided in these Bylaws or upon application to
the Circuit or Superior Court as provided in Code Section
23-1-29-3.  Nothing contained in this paragraph of this Section shall
be construed as limiting, fixing or affecting the time when a meeting of
Shareholders called by action of the Board of Directors may be
held.





Section
4.   Notice
of Meetings - Reports.





4.1  
Notice of any Shareholders meetings, annual or special, shall be given in
writing not less than ten days nor more than 60 days before the date of the
meeting to Shareholders entitled to vote thereat by the Secretary or the
Assistant Secretary, or if there be no such officer, or in the case of said
Secretary or Assistant Secretary's neglect or refusal, by any Director or
Stockholder.





4.2  
Such notices or any reports shall be given personally or by mail or other means
of written communication as provided in the Code and shall be sent to the
Stockholder's address appearing on the books of the Corporation, or supplied by
the Stockholder to the Corporation for the purpose of notice, and in the absence
thereof, as provided in the Code by posting notice at a place where the
principal executive office of the Corporation is located or by publication at
least once in a newspaper of general circulation in the county in which the
principal executive office is located.


4.3  
Notice of any meeting of Shareholders shall specify the place, the day and the
hour of meeting, and (i) in case of a special meeting, the general nature
of the business to be transacted and that no other business may be transacted,
or (ii) in the case of an annual meeting, those matters which the Board of
Directors, at the date of mailing of notice, intends to present for action by
the Shareholders.  At any meetings where Directors are elected, notice
shall include the names of the nominees, if any, intended at the date of notice
to be presented for election.





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4.4  
Notice shall be deemed given at the time it is delivered personally or deposited
in the mail or sent by other means of written communication.  The
officer giving such notice or report shall prepare and file in the minute book
of the Corporation an affidavit or declaration thereof.





4.5  
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 Shareholders, the notice
shall also state the general nature of such proposal.





Section
5.   Quorum.





5.1  
The holders of a majority of the shares entitled to vote at a Shareholders'
meeting, present in person, or represented by proxy, shall constitute a quorum
at all meetings of the Shareholders for the transaction of business except as
otherwise provided by the Code or by these Bylaws.





5.2  
The Shareholders present at a duly called or held meeting at which a quorum is
present may continue to transact business until adjournment, notwithstanding the
withdrawal of enough Shareholders to leave less than a quorum, if any action
taken (other than adjournment) is approved by a majority of the shares required
to constitute a quorum.





Section
6.   Adjourned Meeting and Notice
Thereof.





6.1  
Any Shareholders' 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.





6.2  
When any meeting of Shareholders, 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, unless a new record date for the adjourned meeting is fixed, or unless
the adjournment is for more than 45 days from the date set for the original
meeting, in which case the Board of Directors shall set a new record
date.  Notice of any adjourned meeting shall be given to each
Stockholder of record entitled to vote at the adjourned meeting in accordance
with the provisions of Section 4 of this Article.  At any adjourned
meeting, the Corporation may transact any business which might have been
transacted at the original meeting.




Section
7.   Waiver
or Consent by Absent Shareholders.





7.1  
The transactions of any meeting of Shareholders, either annual or special,
however called and noticed, shall be 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 of the Shareholders
entitled to vote, not present in person or by proxy, sign a written waiver of
notice, or a consent to the holding of such meeting or an approval of the
minutes thereof.







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7.2  
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 Shareholders,
except that if action is taken or proposed to be taken for approval of any of
those matters specified in Section 4.5 of this Article, 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.





7.3  
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.  A Shareholder or Shareholders of the Corporation holding at
least 5% in the aggregate of the outstanding voting shares of the Corporation
may (i) inspect, and copy the records of Shareholders' names and addresses
and shareholdings during usual business hours upon five days prior written
demand upon the Corporation, and/or (ii) obtain from the transfer agent by
paying such transfer agent's usual charges for such a list, a list of the
Shareholders' names and addresses who are entitled to vote for the election of
Directors, and their shareholdings, as of the most recent record date for which
such list has been compiled or as of a date specified by the Shareholders
subsequent to the day of demand.  Such list shall be made available by
the transfer agent on or before the later of five days after the demand is
received or the date specified therein as the date as of which the list is to be
compiled.  The record of Shareholders shall also be open to inspection
upon the written demand of any Shareholder or holder of a voting trust
certificate, at any time during usual business hours, for a purpose reasonably
related to such holder's interest as a Shareholder or as a holder of a voting
trust certificate. Any inspection and copying under this Section may be made in
person or by an agent or attorney of such Shareholder or holder of a voting
trust certificate making such demand.





Section
8.   Maintenance and Inspection
of Bylaws.  The Corporation shall keep at its principal
executive office, or if not in this state, at its principal business office in
this state, the original or a copy of the Bylaws amended to date, which shall be
open to inspection by the Shareholders at all reasonable times during office
hours.  If the principal executive office of the Corporation is
outside the state and the Corporation has no principal business office in this
state, the Secretary shall, upon written request of any Shareholder, furnish to
such Shareholder a copy of the Bylaws as amended to date.




Section
9.   Report
to Shareholders.  Unless the reporting requirement described in
this Section 9 is otherwise satisfied by compliance with Section 23-1-53-2 of
the Code, the Board of Directors shall issue a written report to the
Shareholders of the Corporation with or before the next Shareholders’ meeting,
if the Corporation (1) indemnifies or advances expenses to a Director in
connection with a proceeding by or in the right of the Corporation, or (2)
authorizes the issuance of its shares in exchange for promissory notes or
promises to render services in the future.  The report shall describe
the action taken by the Corporation and shall, in the case of (2), state the
number of shares authorized for issuance.  Nothing in this Section 9
shall be interpreted as prohibiting the Board of Directors from issuing annual
or other periodic reports to Shareholders of the Corporation as it deems
appropriate.







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Section
10.   Financial
Statements.





10.1  
If any Shareholder or Shareholders of any class of stock of the Corporation make
a written request to the Corporation for annual financial statements, pursuant
to Section 23-1-53-1 of the Code, the Chief Financial Officer shall cause such
statement, which shall include a balance sheet as of the end of the fiscal year
most recently completed, an income statement for that year, and a statement of
changes in shareholders' equity for that year unless that information appears
elsewhere in the financial statements, to be prepared, if not already prepared,
and shall deliver personally or mail such statement or statements to the person
making the request within 30 days after the receipt of such
request.  If financial statements are prepared for the corporation on
the basis of generally accepted accounting principles, the annual financial
statements must also be prepared on that basis.





10.2  
The annual financial statements referred to in Section 10.2 shall be accompanied
by a public accountant’s report, if the annual financial statements are reported
upon by a public accountant.  If not, the statements shall be
accompanied by a statement of the President or the person responsible for the
Corporation's accounting records: (1) stating the person's reasonable belief
whether the statements were prepared on the basis of generally accepted
accounting principles and, if not, describing the basis of preparation; and (2)
describing any respects in which the statements were not prepared on a basis of
accounting consistent with the statements prepared for the preceding
year.





Section
11.   Biennial Report of General
Information.  The Corporation shall, in a timely manner, in
every second year following the year in which the last biennial report was
filed, file with the Secretary of State of Indiana, on the prescribed form, the
report setting forth the authorized number of Directors, the names and complete
business or residence addresses of all incumbent Directors, the names and
complete business or residence addresses of the Chief Executive Officer and
Secretary, the street address of its principal executive office or principal
business office in this state and the general type of business constituting the
principal business activity of the Corporation, together with a designation of
the agent of the Corporation for the purpose of the service of process, all in
compliance with Code Sections 23-1-53-3 and 23-1-53-4.




ARTICLE
V


AMENDMENTS
TO BYLAWS





Section
1.   Amendment by
Shareholders.  The Shareholders of the Corporation shall be
permitted to alter, amend and repeal existing Bylaws of the Corporation, and
make and adopt new Bylaws of the Corporation, from time to time, to the fullest
extent provided by Chapter 39 of the Code.





Section
2.   Amendment by
Directors.  The Board of Directors shall be permitted to alter,
amend and repeal existing Bylaws of the Corporation, and make and adopt new
Bylaws of the Corporation, from time to time, to the fullest extent provided by
Chapter 39 of the Code.







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Section
3.   Record
of Amendments.  Whenever an amendment or new Bylaw is adopted,
it shall be copied in the corporate book of Bylaws with the original Bylaws, in
the appropriate place. If any Bylaw is repealed, the fact of repeal with the
date of the meeting at which the repeal was enacted or written assent was filed
shall be stated in the corporate book of Bylaws.





ARTICLE
VI


SHARES
OF STOCK





Section
1.   Certificate of
Stock.





1.1  
The certificates representing shares of the Corporation's stock shall be in such
form as shall be adopted by the Board of Directors, and shall be numbered and
registered in the order issued.  The certificates shall bear the
following:  the Corporate Seal, the holder's name, the number of
shares of stock and the signatures of:  (1) the Chairman of the Board,
the Chief Executive Officer, President or a Vice President and (2) the
Secretary, Chief Financial Officer, any Assistant Secretary or Assistant Chief
Financial Officer.





1.2  
No certificate representing shares of stock shall be issued until the full
amount of consideration therefore has been paid, except as otherwise permitted
by law.





1.3   To
the extent permitted by law, the Board of Directors may authorize the issuance
of certificates for fractions of a share of stock which shall entitle the holder
to exercise voting rights, receive dividends and participate in liquidating
distributions, in proportion to the fractional holdings; or it may authorize the
payment in cash of the fair value of fractions of a share of stock as of the
time when those entitled to receive such fractions are determined; or its may
authorize the issuance, subject to such conditions as may be permitted by law,
of scrip in registered or bearer form over the signature of an officer or agent
of the corporation, exchangeable as therein provided for full shares of stock,
but such scrip shall not entitle the holder to any rights of a stockholder,
except as therein provided.




Section
2.   Lost or
Destroyed Certificates.





The
holder of any certificate representing shares of stock of the Corporation shall
immediately notify the Corporation of any loss or destruction of the certificate
representing the same. The Corporation may issue a new certificate in the place
of any certificate theretofore issued by it, alleged to have been lost or
destroyed.  On production of such evidence of loss or destruction as
the Board of Directors in its discretion may require, the Board of Directors
may, in its discretion, require the owner of the lost or destroyed certificate,
or his legal representatives, to give the Corporation a bond in such sum as the
Board may direct, and with such surety or sureties as may be satisfactory to the
Board, to indemnify the Corporation against any claims, loss, liability or
damage it may suffer on account of the issuance of the new
certificate.  A new certificate may be issued without requiring any
such evidence or bond when, in the judgment of the Board of directors, it is
proper to do so.





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Section
3.   Transfer of
Shares.





3.1  
Transfer of shares of stock of the Corporation shall be made on the stock ledger
of the Corporation only by the holder of record thereof, in person or by his
duly authorized attorney, upon surrender for cancellation of the certificate or
certificates representing such shares of stock with an assignment or power of
transfer endorsed thereon or delivered therewith, duly executed, with such proof
of the authenticity of the signature and of authority to transfer and of payment
of taxes as the Corporation or its agents may require.





3.2  
The Corporation shall be entitled to treat the holder of record of any share or
shares of stock as the absolute owner thereof for all purposes and, accordingly,
shall not be bound to recognize any legal, equitable or other claim to, or
interest in, such share or shares of stock on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by law.





Section
4.   Record
Date.  In lieu of closing the stock ledger of the Corporation,
the Board of Directors may fix, in advance, a date not exceeding 60 days, nor
less than ten days, as the record date for the determination of shareholders
entitled to receive notice of, or to vote at, any meeting of shareholders, or to
consent to any proposal without a meeting, or for the purpose of determining
shareholders entitled to receive payment of any dividends or allotment of any
rights, or for the purpose of any other action.  If no record date is
fixed, the record date for the determination of shareholders entitled to notice
of, or to vote at, a meeting of shareholders shall be at the close of business
on the day next preceding the day on which the notice is given, or, if no notice
is given, the day preceding the day on which the meeting is held.  The
record date for determining shareholders for any other purpose shall be at the
close of business on the day on which the resolution of the directors relating
thereto is adopted.  When a determination of shareholders of record
entitled to notice of, or to vote at, any meeting of shareholders has been made,
as provided for herein, such determination shall apply to any adjournment
thereof, unless the directors fix a new record date for the adjourned
meeting.




ARTICLE
VII


DIVIDENDS





Subject
to applicable law, dividends may be declared and paid out of any funds available
therefor, as often, in such amount, and at such time or times as the Board of
Directors may determine.





ARTICLE
VIII


FISCAL
YEAR





The
fiscal year of the Corporation shall be December 31, and may be changed by the
Board of Directors from time to time subject to applicable law.





15




ARTICLE
IX
 CORPORATE
SEAL


The
corporate seal shall be circular in form, and shall have inscribed thereon the
name of the Corporation, the date of its incorporation, and the word “Indiana”
to indicate the Corporation was incorporated pursuant to the laws of the State
of Indiana.





ARTICLE
X


INDEMNITY





Section
1.   Every person who was or is a party or is threatened to be made a
party to or is involved in any action, suit, appeal or proceeding, whether
civil, criminal, administrative or investigative, whether formal or informal,
and whether brought by or in the right of the corporation, its security holders
or otherwise by reason of the fact that he or a person of whom he is the legal
representative is or was a director, officer, employee, or agent of the
corporation or is or was serving at the request of the corporation or for its
benefit as a director, officer, employee, or agent of another corporation, or as
its representative in a partnership, joint venture, trust, or other enterprise,
shall be indemnified and held harmless to the fullest extent legally permissible
under the general corporation law of the State of Indiana from time to time
against all expenses, liability and loss (including, without limitation
attorneys’ fees and disbursements, judgments, fine penalties, damage, punitive
damages, excise tax assessed with respect to an employee benefit plan, amounts
paid or to be paid in settlement and cost or expense of any nature) reasonably
incurred or suffered by him in connection therewith.  The Board of
Directors may, in its discretion, cause the expense of officers and directors
incurred in defending a civil or criminal action, suit or proceeding to 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.  No such person shall be indemnified against, or be
reimbursed for, any expense or payments incurred in connection with any claim or
liability established to have arisen out of his own willful misconduct or gross
negligence.  Any right of indemnification shall not be exclusive of
any other right which such directors, officers or representatives may have or
hereafter acquire and, which such directors, officers, or representatives may
have or hereafter acquire and, without limiting the generality of such
statement, they shall be entitled to their respective rights of indemnification
under any bylaw, agreement, vote of shareholders, provision of law or otherwise,
as well as their rights under this Article. If an indemnified director, officer
or representative is entitled to indemnification in respect of a portion, but
not all, of any liabilities to which such person may be subject, the Corporation
shall indemnify such indemnified director, officer or representative to the
maximum extent for such portion of the liabilities.  The termination
of a proceeding by judgment, order, settlement or conviction or upon a plea of
nolo contendere or its equivalent shall not of itself create a presumption that
the indemnified director, officer or representative is not entitled to
indemnification.




Section
2.   The Board of Directors may cause the corporation to purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the corporation would have the power to indemnify
such person.







16




Section
3.   The Board of Directors may from time to time adopt further Bylaws
with respect to indemnification and may amend these and such Bylaws to the full
extent permitted by the Code.




ARTICLE
XI


MISCELLANEOUS





Section
1.   Subsidiary
Corporations.  Shares of the Corporation owned by a subsidiary
shall not be entitled to vote on any matter.  For the purpose of this
Section, a subsidiary of the Corporation is as described in Section 23-1-30-2 of
the Code.






17


CERTIFICATE OF
SECRETARY





I, the undersigned, certify
that:





1.  
I am the duly elected and acting Secretary of Bluepoint Linux Software Corp., an
Indiana corporation; and





2.  
The foregoing Bylaws, consisting of 16 pages, are the Bylaws of this Corporation
as adopted by the Board of Directors.





IN
WITNESS WHEREOF, I have subscribed my name and affixed the seal of this
Corporation on this 9 day of September, 2008.











/s/  Jun
Liu


Jun Liu,
Secretary





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