EXHIBIT
3.7
 
 AMENDED
AND RESTATED BY-LAWS
 OF
 OMPHALOS,
CORP.
  Article I
              -
  OFFICES
 
 Article II
              - MEETINGS OF
      SHAREHOLDERS
 
 Article
III
              -
  DIRECTORS
 
 Article IV
              -
  OFFICERS
 
 Article V
              - EXECUTION OF INSTRUMENTS,
      BORROWING OFMONEY
      AND DEPOSIT OF CORPORATE FUNDS
 
 Article VI
              - CAPITAL
      SHARES
 
 Article
VII
              - EXECUTIVE COMMITTEE AND OTHER
      COMMITTEES
 
 Article
    VIII
              - INDEMNIFICATION, INSURANCE, AND
      OFFICER AND DIRECTOR
CONTRACTS
 
 Article IX
              - FISCAL
    YEAR
 
 Article X
              -
  DIVIDENDS
 
 Article XI
              -
    AMENDMENTS
 
 ARTICLE
I
 OFFICES
 
 Section 1.01 Location of
Offices. The corporation
may maintain such offices within or without the State of Nevada as the Board of
Directors may from time to time designate or require.
 
 Section 1.02 Principal
Office. The address of the
principal office of the corporation will be at the address of the registered
office of the corporation as so designated in the office of the Secretary of
State of the state of incorporation, or at such other address as the Board of
Directors will from time to time determine.
  ARTICLE
II
 MEETING
OF SHAREHOLDERS
  Section 2.01 Annual
Meeting. The annual
meeting of the shareholders will be held at a time and on a date each year set
by the Board of Directors, and provided for in the notice of the meeting, for
the purpose of electing directors and for the transaction of such other business
as may come before the meeting. If the election of directors will not be held on
the day designated for the annual meeting of the shareholders, or any
adjournment thereof, the Board of Directors will cause the election to be held
at a special meeting of the shareholders as may be
convenient.
  
  Section 2.02 Special
Meetings. Special meetings
of the shareholders may be called at any time by the Chairman of the Board, the
President, or by the Board of Directors, or in their absence or disability, by
any Vice President; and will be called by the President, or in his or her
absence or disability, by a Vice President or by the Secretary upon the written
request of the holders of not less than 15% of all the shares entitles to vote
at the meeting, such written request to state the purpose or purposes of the
meeting and to be delivered to the President, each Vice President, or Secretary.
In case of failure to call such meeting within 60 days after such request, such
shareholder or shareholders may call the same.
  Section 2.03 Place of
Meetings. The Board of
Directors may designate any place, either within or without the state of
incorporation, as the place of meeting for any annual meeting or for any special
meeting called by the Board of Directors. A waiver of notice signed by all
shareholders entitled to vote at a meeting may designate any place, either
within or without the state of incorporation, as the place for the holding of
such meeting. If no designation is made, or if the special meeting be otherwise
called, the place of meeting will be at the principal office of the
corporation.
  Section 2.04 Notice of
Meetings. The Secretary or
Assistant Secretary, if any, will cause notice of the time, place, and purpose
or purposes of all meetings of the shareholders (whether annual or special), to
be mailed at least 10 days, but not more than 60 days, prior to the meeting, to
each shareholder of record entitled to vote.
  Section 2.05 Waiver of
Notice. Any shareholder
may waive notice of any meeting of shareholders (however called or noticed,
whether or not called or noticed and whether before, during, or after the
meeting), by signing a written waiver of notice or a consent to the holding of
such meeting, or an approval of the minutes thereof. Attendance at a meeting, in
person or by proxy, will constitute waiver of all defects of call or notice
regardless of whether waiver, consent, or approval is signed or any objections
are made. All such waivers, consents, or approvals will be made a part of the
minutes of the meeting.
  Section 2.06 Fixing
Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
annual meeting of shareholders or any adjournment thereof, or shareholders
entitled to receive payment of any dividend or in order to make a determination
of shareholders for any other proper purpose, the Board of Directors of the
corporation may provide that the share transfer books will be closed, for the
purpose of determining shareholders entitled to notice of or to vote at such
meeting, but not for a period exceeding 60 days. If the share transfer books are
closed for the purpose of determining shareholders entitled to notice of or to
vote at such meeting, such books will be closed for at least 10 days immediately
preceding such meeting.
  In lieu
of closing the share transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of shareholders, such date in
any case to be not more than 60 days and, in case of a meeting of shareholders,
not less than 10 days prior to the date on which the particular action requiring
such determination of shareholders is to be taken. If the share transfer books
are not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting or to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, will be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section will not affect the
validity of any action taken at a meeting of shareholders.
  Section 2.07 Voting
Lists. The officer or
agent of the corporation having charge of the share transfer books for shares of
the corporation will make, at least 10 days before each meeting of shareholders,
a complete list of the shareholders entitled to vote at such meeting or any
adjournment thereof, arranged in alphabetical order, with the address of, and
the number of shares held by each, which list, for a period of 10 days prior to
such meeting, will be kept on file at the registered office of the corporation
and will be subject to inspection by any shareholder during the whole time of
the meeting. The original share transfer book will be prima
facie evidence as to the
shareholders who are entitled to examine such list or transfer books, or to vote
at any meeting of shareholders.
  
  Section 2.08 Quorum. A majority of the total voting power
of the outstanding shares of the corporation entitled to vote, represented in
person or by proxy, will constitute a quorum at a meeting of the shareholders.
If a quorum is present, the affirmative vote of the majority of the voting power
represented by shares at the meeting and entitled to vote on the subject will
constitute action by the shareholders, unless the vote of a greater number or
voting by classes is required by the laws of the state of incorporation of the
corporation or the Articles of Incorporation. If less than a majority of the
outstanding voting power is represented at a meeting, a majority of the voting
power represented by shares so present may adjourn the meeting from time to time
without further notice. At such adjourned meeting at which a quorum will be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.
  Section 2.09 Voting of
Shares. Each outstanding
share of the corporation entitled to vote will be entitled to one vote on each
matter submitted to vote at a meeting of share holders, except to the extent
that the voting rights of the shares of any class or series of stock are
determined and specified as greater or lesser than one vote per share in the
manner provided by the Articles of Incorporation.
  Section 2.10 Proxies. At each meeting of the shareholders,
each shareholder entitled to vote will be entitled to vote in person or by
proxy; provided, however, that the right to vote by
proxy will exist only in case the instrument authorizing such proxy to act will
have been executed in writing by the registered holder or holders of such
shares, as the case may be, as shown on the share transfer of the corporation or
by his or her or her attorney thereunto duly authorized in writing. Such
instrument authorizing a proxy to act will be delivered at the beginning of such
meeting to the Secretary of the corporation or to such other officer or person
who may, in the absence of the Secretary, be acting as Secretary of the meeting.
In the event that any such instrument will designate two or more persons to act
as proxies, a majority of such persons present at the meeting, or if only one be
present, that one will (unless the instrument will otherwise provide) have all
of the powers conferred by the instrument on all persons so designated. Persons
holding stock in a fiduciary capacity will be entitled to vote the shares so
held and the persons whose shares are pledged will be entitled to vote, unless
in the transfer by the pledge or on the books of the corporation he or she will
have expressly empowered the pledge to vote thereon, in which case the pledge,
or his or her proxy, may represent such shares and vote
thereon.
  Section 2.11 Written
Consent to Action by Shareholders. Any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a meeting
of the shareholders, may be taken without a meeting, if a consent in writing,
setting forth the action so taken, will be signed by shareholders holding at
least a majority of the shares entitled to vote with respect to the subject
matter thereof, except that if a different proportion of voting power is
required for such an action at a meeting, then the proportion of written
consents is required.
  ARTICLE
III
 DIRECTORS
  Section 3.01 General
Powers. The property,
affairs, and business of the corporation will be managed by its Board of
Directors. The Board of Directors may exercise all the powers of the corporation
whether derived from law or the Articles of Incorporation, except such powers as
are by statute, by the Articles of Incorporation or by these By-Laws, vested
solely in the shareholders of the corporation.
  Section 3.02 Number,
Term, and Qualifications.
The Board of Directors will consist of one to seven persons. Increases or
decreases to said number may be made, within the numbers authorized by the
Articles of Incorporation, as the Board of Directors will from time to time
determine by amendment to these By-Laws. An increase or a decrease in the number
of the members of the Board of Directors may also be had upon amendment to these
By-Laws by a majority vote of all of the shareholders, and the number of
directors to be so increased or decreased will be fixed upon a majority vote of
all of the shareholders of the corporation. Each director will hold office until
the next annual meeting of shareholders of the corporation and until his or her
successor will have been elected and will have qualified. Directors need not be
residents of the state of incorporation or shareholders of the
corporation.
  
  Section 3.03 Classification
of Directors. In lieu of
electing the entire the entire number of directors annually, the Board of
Directors may provide that the directors be divided into either two or three
classes, each class to be as nearly equal in number as possible, the term of
office of the directors of the first class to expire at the first annual meeting
of shareholders after their election, that of the second class to expire at the
second annual meeting after their election, and that of the third class, if any
to expire at the third annual meeting after their election. At each annual
meeting after such classification, the number of directors equal to the number
of the class whose term expires at the time of such meeting will be elected to
hold office until the second succeeding annual meeting, if there be two classes,
or until the third succeeding annual meeting, if there be three
classes.
  Section 3.04 Regular
Meetings. A regular
meeting of the Board of Directors will be held without other notice than this
By-Law immediately following, and at the same place as, the annual meeting of
shareholders. The Board of Directors may provide by resolution the time and
place, either within or without the state of incorporation, for the holding of
additional regular meetings without other notice than such
resolution.
  Section 3.05 Special
Meetings. Special meetings
of the Board of Directors may be called by or at the request of the Chairman of
the Board of Directors (if there is a Chairman), the President, Vice President,
or any two directors. The person or persons authorized to call special meetings
of the Board of Directors may fix any place, either within or without the state
of incorporation, as the place for holding any special meeting of the Board of
Directors called by them.
  Section 3.06 Meetings by
Telephone Conference Call.
Members of the Board of Directors may participate in a meeting of the Board of
Directors or a committee of the Board of Directors by means of conference
telephone or similar communication equipment by means of which all persons
participating in the meeting can bear each other, and participation in a meeting
pursuant to this Section will constitute presence in person at such
meeting.
  Section 3.07 Notice. Notice of any special meeting will be
given at least 3 business days prior thereto by written notice delivered
personally or sent by U.S. mail to each director at his or her regular business
address or residence, or sent by telegram, facsimile or electronic mail. A
mailed notice will be deemed to be delivered when received by the addressee. If
notice be given by telegram, facsimile or electronic mail, such notice will be
deemed to be delivered when the telegram is delivered to the telegraph company
or when the facsimile or electronic mail is properly transmitted with electronic
delivery confirmation. Any director may waive notice of any meeting. Attendance
of a director at a meeting will constitute a waiver of notice of such meeting,
except where a director attends a meeting solely for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened.
  Section 3.08 Quorum. A majority of the number of directors
will constitute a quorum for the transaction of business at any meeting of the
Board of Directors. If less than a majority is present at the meeting, then
there shall not be a quorum for the transaction of business. However, a majority
of the voting power of the directors present may adjourn the meeting from time
to time without further notice.
  Section 3.09 Manner of
Acting. The act of a
majority of the directors present at a meeting at which a quorum is present will
be the act of the Board of Directors, and the individual directors will have no
power as such.
  Section 3.10 Vacancies
and Newly Created Directorship. If any vacancy occurs in the Board of
Directors by reason of death, resignation or otherwise, or if the number of
directors is increased, the directors then in office will continue to act and
such vacancies or newly created directorships will be filled by a vote of the
directors then in office, though less than a quorum, in any way approved by the
meeting. Any directorship to be filled by reason of removal of one or more
directors by the shareholders may be filled by election by the shareholders at
the meeting at which the director or directors are removed.
  Section 3.11 Compensation. By resolution of the Board of
Directors, the directors may be paid their expenses, if any of attendance at
each meeting of the Board of Directors, and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment will preclude any director from serving the
corporation in any other capacity and receiving compensation
thereof.
  
  Section 3.12 Presumption
of Assent. A director of
the corporation who is present at a meeting of the Board of Directors at which
action on any corporation matter is taken will be presumed to have assented to
the action taken unless his or her or her dissent will be entered in the minutes
of the meeting, unless her or she will file his or her written dissent to such
action with the person acting as the Secretary of the meeting before the
adjournment thereof, or will forward such dissent by registered or certified
mail to the Secretary of the corporation immediately after the adjournment of
the meeting. Such right to dissent will not apply to a director who voted in
favor of such action.
  Section 3.13 Resignations. A director may resign at any time by
delivering a written resignation to either the Chairman of the Board of
Directors, the President, a Vice President, the Secretary, or Assistant
Secretary, if any. The resignation will become effective on its delivery without
any requirement that the resignation be accepted.
  Section 3.14 Written
Consent to Action by Directors. Any action required to be taken at a
meeting of the directors of the corporation or any other action which may be
taken at a meeting of the directors of a committee, may be taken without a
meeting, if a consent in writing, setting forth the action so taken, will be
signed by all of the directors, or all of the members of the committee, as the
case may be. Such consent will have the same legal effect as a unanimous vote of
all the directors or members of the committee.
  Section 3.15 Removal. Any director may be removed for cause by
action of the Board of Directors. At a meeting of shareholders expressly called
for that purpose, one or more directors may be removed by a vote of a majority
of the shares of outstanding stock of the corporation entitled to vote at an
election of directors.
  ARTICLE
IV
 OFFICERS
  Section 4.01 Number. All officers must be natural persons
and the officers of the corporation will be a President one or more Vice
Presidents, as will be determined by resolution of the Board of Directors, a
Secretary, a Treasurer, and such other officers as may be appointed by the Board
of Directors. The Board of Directors may elect, but will not be required to
elect, a Chairman of the Board and the Board of Directors may appoint a Chief
Executive Officer.  If the Board of Directors elects a “general
counsel” then such person also shall be deemed to be an
officer.
  Section 4.02 Election,
Term of Office, and Qualifications. The officers will be chosen by the
Board of Directors annually at its annual meeting. In the event of failure to
choose officers at an annual meeting of the Board of Directors, officers may be
chosen at any regular or special annual meeting of the Board of Directors. Each
such officer (whether chosen at an annual meeting of the Board of Directors to
fill a vacancy or otherwise) will hold his or her office until the next ensuing
annual meeting of the Board of Directors and until his or her successor will
have been chosen and qualified, or until his or her death, or until his or her
resignation or removal in the manner provided in these By-Laws. Any one person
may hold any two or more of such offices. The Chairman of the Board, if any,
will remain a director of the corporation during the term of his or her office.
No other officer need be a director.
  Section 4.03 Subordinate
Officers, Etc. The Board
of Directors from time to time may appoint such other officers or agents as it
may deem advisable, each of which will have such title, old office for such
period, have such authority, and perform such duties as the Board of Directors
from time to time may determine. The Board of Directors from time to time may
delegate to any officer or agent the power to appoint any such subordinate
officer or agents and to prescribe their respective titles, terms of office,
authorities, and duties. Subordinate officers need not be shareholders or
directors.
  Section 4.04 Resignations. Any officer may resign at any time by
delivering a written resignation to the Board of Directors, the President, or
the Secretary. Unless otherwise specified therein, such resignation will take
effect on delivery.
  Section 4.05 Removal. Any officer may be removed from
office at any special meeting of the Board of Directors called for that purpose
or at a regular meeting, by vote of a majority of the directors, with or without
cause. Any officer
or agent appointed in accordance with the provisions of Section 4.03 hereof may
also be removed, either with or without cause, by any officer on whom, such
power of removal will have been conferred by the Board of
Directors.
  
  Section 4.06 Vacancies
and Newly Created Offices.
If any vacancy occurs in any office by reason of death, resignation, removal,
disqualification, or any other cause, or if a new office will be created, then
such vacancies or newly created offices may be filled by the Board of Directors
at any regular or special meeting.
  Section 4.07 Chairman of
the Board. The Chairman of
the Board, if there be such an officer, will have the following powers and
duties:
  (a)
                  He or she will preside at all
      shareholders’
meetings;
  (b)
                He or she will preside at all
      meeting of the Board of Directors;
and
  (c)
                He or she will be a member of the
      executive committee, if
any.
  Section 4.08 President. The President will have the following
powers and duties:
  (a)
                If no Chief Executive Officer has
      been appointed, he or she will be the chief executive officer of the
      corporation, and, subject to the direction of the Board of Directors, will
      have general charge of the business, affairs, and property of the
      corporation and general supervision over its officers, employees, and
      agents;
 
 (b)
                He or she will be a member of the
      executive committee, if any;
 
 (c)
                He or she will be empowered to
      sign certificated representing shares of the corporation, the issuance of
      which will have been authorized by the Board of Directors;
      and
 
 (d)
                He or she will have all power and
      will perform all duties normally incident to the office of a President of
      a corporation, and will exercise such other powers and perform such other
      duties as from time to time may be assigned to him or her by the Board of
      Directors.
  Section 4.09 Vice
Presidents. The Board of
Directors may, from time to time, designate and elect one or more Vice
Presidents, one of whom may be designated to serve as executive Vice President.
Each Vice President will have such powers and perform such duties as from time
to time may be assigned to him or her by the Board of Directors or the
President. At the request or in the absence or disability of the President, the
Executive Vice President or, in the absence or disability of the Executive Vice
President, the Vice President designated by the Board of Directors or (in the
absence of such designation by the Board of Directors) by the President, the
Senior Vice President, may perform all the duties of the President, and when so
acting, will have all the powers of, and be subject to all the restriction upon,
the President.
  Section 4.10 Secretary. The Secretary will have the following
powers and duties:
  (a)
                He or she will keep or cause to
      be kept a record of all of the proceeding of the meetings of the
      shareholders and of the Board of Directors in books provided for that
      purpose;
 
 (b)
                He or she will cause all notices
      to be duly given in accordance with the provisions of these By-Laws and as
      required by statute;
 
 (c)
                He or she will be the custodian
      of the records and of the seal of the corporation, and will cause such
      seal (or a facsimile thereof) to be affixed to all certificates
      representing shares of the corporation prior to the issuance thereof and
      to all instruments, the execution of which on behalf of
      the corporation under its seal will have been duly authorized in
      accordance with these By-Laws, and when so affixed, he or she may attest
      the same;
  
  (d)
                He or she will assume that the
      books, reports, statements, certificates, Articles of Incorporation,
      By-Laws and other documents and records required by statue are properly
      kept and filed;
 
 (e)
                He or she will have charge of the
      share books of the corporation and case the share transfer books to be
      kept in such manner as to show at any time the amount of the shares of the
      corporation of each class issued and outstanding, the manner in which and
      the time when such stock was paid for, the names alphabetically arranged
      and the addresses of the holders of record thereof, the number of shares
      held by each holder and time when each became such holder or record; and
      he or she will exhibit at all reasonable times to any director, upon
      application, the original or duplicate share register. He or she will
      cause the share book referred to in Section 6.04 hereof to be kept and
      exhibited at the principal office of the corporation, or at such other
      place as the Board of Directors will determine, in the manner and for the
      purposes provided in such
Section;
 
 (f)
                He or she will be empowered to
      sign certificates representing shares of the corporation, the issuance of
      which will have been authorized by the Board of Directors;
      and
 
 (g)
                He or she will perform in general
      all duties incident to the office of Secretary and such other duties as
      are given to him or her by these By-Laws or as from time to time may be
      assigned to him or her by the Board of Directors or the
      President.
  Section 4.11 Treasurer. The Treasurer will have the following
powers and duties:
  (a)
                He or she will have charge and
      supervision over and be responsible for the monies, securities, receipts,
      and disbursements of the
corporation.
 
 (b)
                He or she will cause the monies
      and other valuable effects of the corporation to be deposited in the name
      and to the credit of the corporation in such banks or trust companies or
      with such banks or other depositories as will be selected in accordance
      with Section 5.03 hereof;
 
 (c)
                He or she will cause the monies
      of the corporation to be disbursed by checks or drafts signed as provided
      in Section 5.04 hereof drawn on the authorized depositories of the
      corporation, and cause to be taken and preserved property vouchers for all
      monies disbursed;
 
 (d)
                He or she will render to the
      Board of Directors or the President, whenever requested, a statement of
      the financial condition of the corporation and of all of this transactions
      as Treasurer, and render a full financial report at the annual meeting of
      the shareholders, if called upon to do
  so;
 
 (e)
                He or she will cause to be kept
      correct books of account of all the business and transactions of the
      corporation and exhibit such books to any director on request during
      business hours;
 
 (f)
                He or she will be empowered from
      time to time to require all officers or agents of the corporation reports
      or statements given such information as he or she may desire with respect
      to any and all financial transactions of the corporation;
      and
 
 (g)
                He or she will perform in general
      all duties incident to the office of Treasurer and such other duties as
      are given to him or her by these By-Laws or as from time to time may be
      assigned to him or her by the Board of Directors or the
      President.
  
  Section 4.12 Chief
Executive Officer. The
Board of Directors may employ and appoint a Chief Executive Officer who may, or
may not, be one of the officers or directors of the corporation. The Chief
Executive Officer, if any will have the following powers and
duties:
  (a)
                He or she will be the Chief
      Executive Officer of the corporation and, subject to the directions of the
      Board of Directors, will have general charge of the business affairs and
      property of the corporation and general supervision over its officers,
      employees, and agents;
 
 (b)
                He or she will be charged with
      the exclusive management of the business of the corporation and of all of
      its dealings, but at all times subject to the control of the Board of
      Directors;
 
 (c)
                Subject to the approval of the
      Board of Directors or the executive committee, if any or will employee all
      employees of the corporation, or delegate such employment to subordinate
      officers, and will have authority to discharge any person so employed;
      and
 
 (d)
                He or she will make a report to
      the President and Directors as often as required, setting forth the
      results of the operations under his or her charge, together with
      suggestions looking toward improvement and betterment of the condition of
      the corporation, and will perform such other duties as the Board of
      Directors may require.
  Section 4.13 Salaries. The salaries and other compensation
of the officers of the corporation will be fixed from time to time by the Board
of Directors, except that the Board of Directors may delegate to any person or
group of persons the power to fix the salaries or other compensation of any or
all officers or agents other than the President and the Chief Executive Officer,
whose salary and other compensation must be approved by the Board of Directors.
No officer will be prevented from receiving any such salary or compensation by
reason of the fact that he or she is also a director of the
corporation.
  Section 4.14 Surety
Bond. In case the Board of
Directors will so require, any officer or agent of the corporation will execute
to the corporation a bond in such sums and with such surety or sureties as the
Board of Directors may direct, conditioned upon the faithful performance of his
or her duties to the corporation, including responsibility for negligence and
for the accounting of all property, monies, or securities of the corporation
which may come into his or her hands.
  Section 5.01 Execution
of Instruments. Subject to
any limitation contained in the Articles of Incorporation or these By-Laws, the
President or Chief Executive Officer, if any, or any Vice President duly
designated by the Board of Directors as a signatory, may, in the name and on
behalf of the corporation, execute and deliver any contract or other instrument
authorized in writing by the Board of Directors. The Board of Directors may,
subject to any limitation contained in the Articles of Incorporation or in these
By-Laws, authorize in writing any officer or agent to execute and deliver any
contract or other instrument in the name and behalf of the corporation; any such
authorization may be general or confined to specific
instances.
  Section 5.02 Loans. No loans or advances will be
contracted on behalf of the corporation, no negotiable Paper or other evidence
of its obligation under any loan or advance will be issued in its name, and no
property of the corporation will be mortgaged, pledged, hypothecated,
transferred, or conveyed as security for the payment of any loan, advance,
indebtedness, or liability of the corporation, unless and except as authorized
by the Board of Directors. Any such authorization may be general or confined to
specific instances.
  Section 5.03 Deposits. All monies of the corporation not
otherwise employed will be deposited from time to time to its credit in such
banks and/or trust companies or with such bankers or other depositories as the
Board of Directors may select, or as from time to time may be selected by any
officer or agent authorized to do so by the Board of
Directors.
  Section 5.04 Checks,
Drafts, Etc. All notes,
drafts, acceptances, checks, endorsements, and, subject to the provisions of
these By-Laws, evidences of indebtedness of the corporation, will be signed by
such officer or officers or such agent or agents of the corporation and in such
manner as the Board of Directors from time to time may determine. Endorsements
for deposit to the credit of the corporation in any of its duly authorized
depositories will be in such manner as the Board of Directors from time to time
may determine.
  
  Section 5.05 Bond and
Debentures. Every bond or
debenture issued by the corporation will be evidenced b y an appropriate
instrument which will be signed by the President, or a Vice President duly
authorized to so act by the Board of Directors, and by the Secretary and sealed
with the seal of the corporation. The seal may be a facsimile, engraved or
printed. Where such bond or debenture is authenticated with the manual signature
of an authorized officer of the corporation or other
trustee designated by the indenture of trust or other agreement under which such
security is issued, the signature of any of the corporation’s officers named
thereon may be a facsimile. In case any officer who signed, or whose facsimile
signature has been used on any such bond or debenture, should cease to be an
officer of the corporation for any reason before the same has been delivered by
the corporation, such bond or debenture may nevertheless be adopted by the
corporation and issued and delivered as through the person who signed it or
whose facsimile signature has been used thereon had not ceased to be such
officer.
  Section 5.06 Sale,
Transfer, Etc. of Securities. Sales transfers, endorsements, and
assignments of stocks, bonds, and other securities owned by or standing in the
name of the corporation, and the execution and delivery on behalf of the
corporation of any and all instruments in writing incident to any such sale,
transfer, endorsement, or assignment,. Will be affected by the President, or by
any Vice President duly authorized to so act by the Board of Directors, together
with the Secretary, or by any other officer or agent thereunto authorized by the
Board of Directors.
  Section 5.07 Proxies. Proxies to vote with respect to
shares of other corporations owned by or standing in the name of the corporation
will be executed and delivered on behalf of the corporation by the President, or
any Vice President duly authorized by the Board of Directors, and the Secretary
or Assistant Secretary of the corporation, or by any officer or agent thereunder
authorized by the Board of Directors.
 
 ARTICLE
VI
 CAPITAL
SHARES
  Section 6.01 Share
Certificates. Every holder
of shares in the corporation will be entitled to have a certificate, signed by
the President or any Vice President and the Secretary or Assistant Secretary,
and sealed with the seal (which may be a facsimile, engraved, or printed) of the
corporation, certifying the number and kind, class or series of shares owned by
him or her in the corporation; provided, however, that where such a
certificate is countersigned by (a) a transfer agent or an assistant transfer
agent, or (b) registered by a registrar, the signature of any such President,
Vice President, Secretary, or Assistant Secretary may be a facsimile. In case
any officer who will have signed, or whose facsimile signature or signatures
will have been used on any such certificate, will cease to be such officer of
the corporation, for any reason, before the delivery of such certificate by the
corporation, such certificate may nevertheless be adopted by the corporation and
be issued and delivered as though the person who signed it, or whose facsimile
signature or signatures will have been used thereon, has not ceased to be such
officers. Certificates representing shares of the corporation will be in such
form as provided by the statues of the state of incorporation. There will be
entered on the share books of the corporation at the time of issuance of each
share, the number of the certificate issued, the name and address of the person
owning the shares represented thereby, the number and kind, class or series of
such shares, and the date of issuance thereof. Every certificate exchanged or
returned to the corporation will be marked “Canceled” with the date of
cancellation.
  Section 6.02 Transfer of
Shares. Transfers of
shares of the corporation will be made on the books of the corporation by the
holder of record thereof, or by his or her attorney thereunto duly authorized by
a power of attorney duly executed in writing and filed with the Secretary of the
corporation or any of its transfer agents, and on surrender of the certificate
or certificates, properly endorsed or accompanied by proper instruments of
transfer, representing such shares. Except as provided by law, the corporation
and transfer agents and registrars, if any, will be entitled to treat the holder
of record of any such stock as the absolute owner thereof for all purposes, and
accordingly, will not be bound to recognize any legal, equitable, or other claim
to or interest in such shares on the part of any other person whether or not it
or they will have express or other notice thereof.
  
  Section 6.03 Regulations. Subject to the provisions of this
Article VI and of the Articles of Incorporation, the Board of Directors may make
such rules and regulation as they deem expedient concerning the issuance,
transfer, redemption, and registration of certificates for shares of the
corporation.
  Section 6.04 Maintenance
of Stock Ledger at Principal Place of Business. A share book (or books where more
than one kind, class, or series of stock is outstanding) will be kept at the
principal place of business of the corporation, or at such other place as the
Board of Directors will determine, containing the names, alphabetically
arranged, or original shareholders of the corporation, their addresses, their
interest, the amount paid on their shares, and all transfer thereof and the
number and class of shares held by each. Such share books will at all reasonable
hours be subject to inspection by persons entitled by law to inspect the
same.
  Section 6.05 Transfer
Agents and Registrars. The
Board of Directors may appoint one or more transfer agents and one or more
registrars with respect to the certificates representing shares of the
corporation, and may require all such certificates to bear the signature of
either or both. The Board of Directors may from time to time define the
respective duties of such transfer agents and registrars. No certificate for
shares will be valid until countersigned by a transfer agent, if at the date
appearing thereon the corporation had a transfer agent for such shares, and
until registered by a registrar, if at such the date the corporation had a
registrar for such shares.
  Section 6.06 Closing of
Transfer Books and Fixing of Record Date.
  (a)
                The Board of Directors will have
      power to close the share books of the corporation for a period of not to
      exceed 10 days preceding the date of any meeting of shareholders, or the
      date for payment of any dividend, or the date the allotment of rights, or
      capital shares will go into effect, or a date in connection with obtaining
      the consent of shareholders for any
  purpose.
 
 (b)
                In lieu of closing the share
      transfer books as aforesaid, the Board of Directors may fix in advance a
      date, not exceeding 60 preceding the date of any meeting of shareholders,
      or the date for the payment of any dividend, or the date for the allotment
      of rights, or the date when any change or conversion or exchange of
      capital shares will got into effect, or a date in connection with
      obtaining any such consent, as a record date for the determination of the
      shareholders entitled to a notice of, and to vote at, any such meeting and
      any adjournment thereof, or entitled to receive payment of any such
      dividend, or to any such allotment of rights, or to exercise the rights in
      respect of any such change, conversion or exchange of capital stock, or to
      give such consent.
 
 (c)
                If the share transfer books will
      be closed or a record date set for the purpose of shareholders entitled to
      notice of or to vote at a meeting of shareholders, such books will be
      closed for, or such record date will be, at least 10 days immediately
      preceding such
meeting.
  Section 6.07 Lost or
Destroyed Certificates.
The corporation may issue a new certificate for shares of the corporation of any
certificate theretofore issued by it, alleged to have been lost or destroyed,
and the Board of Directors may, in its discretion, require the owner of the lost
or destroyed certificate or his or her legal representatives, to give the
corporation a bond in such form and amount as the Board of Directors may direct,
and with such surety or sureties as may be satisfactory to the board, to
indemnify the corporation and its transfer agents and registrars, if any,
against any claims that may be made against the corporation and its or any such
transfer agent or registrar on account of the issuance of such new certificate.
A new certificate may be issued without requiring any bond when, in the judgment
of the Board of Directors, it is proper to do so.
  Section 6.08 No
Limitation on Voting Rights; Limitation on Dissenter’s Rights. To the extent permissible under the
applicable law of any jurisdiction to which the corporation may become subject
by reason of the conduct of business, the ownership of assets, the residence of
shareholders, the location of offices or facilities, or any other item, the
corporation elects not to be governed by the provisions of any offices or
facilities, or any other item, the corporation elects not to be governed by the
provisions of any statue that (i) limits, restricts, modified, suspends,
terminates, or otherwise affects the rights of any shareholder to cast one vote
for each share of common stock registered in the name of such shareholder on the
books of the corporation, without regard to whether such shares were acquired
directly from the corporation or from any other person and without regard to
whether such shareholder has the power to exercise or direct the exercise of
voting power over any specific fraction of the shares of common stock of the
corporation issued and outstanding or (ii) grants to any shareholder the right
to have his or her stock redeemed or purchased by the corporation or any other
shareholder on the acquisition by any person or group of persons of shares of
the corporation. In particular, to the extent permitted under the laws of the
state of incorporation, the corporation elects not to be governed by any such
provision, including the provisions of the New York Control Share Acquisitions
Act, Sections 78.378 to 78.3793, inclusive, of the New York Revised Statues, or
any statue of similar effect or tenor.
  
  ARTICLE
VII
 EXECUTIVE
COMMITTEE AND OTHER COMMITTEES
  Section 7.01 How
Constituted. The Board of
Directors may designate an executive committee and such other committees as the
Board of Directors may deem appropriate, each of which committees will consist
of two or more directors. Members of the executive committee and of any such
other committees will be designated annually at the annual meeting of the Board
of Directors; provided, however, that at any time the Board
of Directors may abolish or reconstitute the executive committee or any other
committee. Each member of the executive committee and of any other committee
will hold office until his or her resignation or removal in the manner provided
in these By-Laws.
  Section 7.02 Power. During the intervals between meetings
of the Board of Directors, the executive committee will have and may exercise
all powers of the Board of Directors in the management of the business and
affairs of the corporation, except for such powers as by law may not be
delegated by the Board of Directors to an executive
committee.
  Section
7.03Proceedings. The
executive committee, and such other committees as may be designated hereunder by
the Board of Directors, may fix its own presiding and recording officer or
officers, and may meet at such place or places, at such time or times and on
such notice (or without notice) as it will determine from time to time. It will
keep a record of its proceedings and will report such proceedings to the Board
of Directors at the meeting of the Board of Directors next
following.
 
 Section 7.04 Quorum and
Manner of Acting. At all
meetings of the executive committee, and of such other committees as may be
determined hereunder by the Board of Directors, the presence of members
constituting a majority of the total authorized membership of the committee will
be necessary and sufficient to constitute a quorum for the transaction of
business, and the act of a majority of the members present at any meeting at
which a quorum is present will be the act of such committee. The members of the
executive committee, and of such other committees as may be designated hereunder
by the Board of Directors, will act only as a committee and the individual
members thereof will have no powers as such.
  Section 7.05 Resignations. Any member of the executive
committee, and of such other committees as may be designated hereunder by the
Board of Directors, may resign at any time by delivering a written resignation
to either the President, the Secretary, or Assistant Secretary, or to the
presiding officer of the committee of which he or she is a member, if any will
have been appointed and will be in office. Unless otherwise specified herein,
such resignation will take effect on delivery.
  Section 7.06 Removal. The Board of Directors may at any
time remove any member of the executive committee or of any other committee
designated by it hereunder either for or without cause.
  Section 7.07 Vacancies. If any vacancies will occur in the
executive committee or of any other committee designated by the Board of
Directors hereunder, by reason of disqualification, death, resignation, removal,
or otherwise, the remaining members will, until the filling of such vacancy,
constitute the then total authorized membership of the committee and,
provided
that two or more members are
remaining, continue to act. Such vacancy may be filled at any meeting of the
Board of Directors.
  
  Section 7.08 Compensation. The Board of Directors may allow a
fixed sum and expenses of attendance to any member of the executive committee,
or of any other committee designated by it hereunder, who is not an active
salaried employee of the corporation for attendance at each meeting of said
committee.
  ARTICLE
VIII
 INDEMNIFICATION,
INSURANCE, AND
 OFFICER
AND DIRECTOR CONTRACTS
  Section 8.01 Indemnification:
Third Party Actions. The
corporation will 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 or she 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 or her in connection with any such action, suit or proceeding,
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her 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, will not, of itself, create a presumption that the person did not
act in good faith and in a manner which he or she reasonably believed to be in
or not opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding, he or she had reasonable cause to believe that
his or her conduct was unlawful.
  Section 8.02 Indemnification:
Corporate Actions. The
corporation will 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 or she 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) actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit, if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification will be made
in respect of any claim, issue, or matter as to which such a person will have
been adjudged to be liable for negligence or misconduct in the performance of
his or her duty to the corporation, unless and only to the extent that the court
in which the action or suit was brought will determine on application that,
despite the adjudication of liability but in view of all circumstances of the
case, the person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
  Section 8.03 Determination. 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 8.01 and 8.02 hereof, or in defense of any claim, issue, or matter
therein, he or she will be indemnified against expenses (including attorneys’
fees) actually and reasonably incurred by him or her in connection therewith.
Any other indemnification under Sections 8.01 and 8.02 hereof, will be made by
the corporation upon a determination that indemnification of the officer,
director, employee, or assent is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in Sections 8.01 and 8.02
hereof. Such determination will be made either (i) by the Board of Directors by
a majority vote of a quorum consisting of directors who were not parties to such
action, suit, or proceeding; or (ii) by independent legal counsel on a written
opinion; or (iii) by the shareholders by a majority vote of a quorum at any
meeting duly called for such purpose.
  Section 8.04 General
Indemnification. The
indemnification provided by this Section will not be deemed exclusive of any
other indemnification granted under any provision of any statue, in the
corporation’s Articles of Incorporation, these By-Laws, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding such
office, and will continue as to a person who has ceased to be a director,
officer, employee, or agent, and will inure to the benefit of the heirs and
legal representatives of such a person.
  Section 8.05 Advances. Expenses incurred in defending a
civil or cranial action, suit, or proceeding as contemplated in this Section may
be paid by the corporation in advance of the final disposition of such action,
suit, or proceeding upon a majority vote of a quorum of the Board of Directors
and upon receipt of any undertaking by or on behalf of the director, officers,
employee, or agent to repay such amount or amounts unless if it is ultimately
determined that he or she is the agent to indemnified by the corporation as
authorized by this Section.
  
  Section 8.06 Scope of
Indemnification. The
indemnification authorized by this Section will apply to all present and future
directors, officers, employees, and agents of the corporation and will continue
as to such persons who ceases to be directors, officers, employees, or agents of
the corporation, and will inure to the benefit of the heirs, executors, and
administrators of all such persons and will be in addition to all other
indemnification permitted by law.
  Section 8.07 Insurance. The corporation may purchase and
maintain insurance on behalf of any person who is or was a director, 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 any liability
asserted against him or her and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the corporation would
have the power to him or her against any such liability and under the laws of
the state of incorporation, as the same may hereafter be amended or
modified.
  ARTICLE
IX
 FISCAL
YEAR
  The
fiscal year of the corporation will be fixed by resolution of the Board of
Directors.
  ARTICLE
X
 DIVIDENDS
  The Board
of Directors may from time to time declare, and the corporation may pay,
dividends on its outstanding shares in the manner and on the terms and
conditions provided by the Articles of Incorporation and these
By-Laws.
 
 ARTICLE
XI
 AMENDMENTS
  These
By-Laws may be altered or repealed at any regular meeting of the stockholders or
of the Board of Directors, or at any special meeting of the stockholders or
Board of Directors if notice of such alteration or repeal be contained in the
notice of such special meeting. These By-Laws will be subject to amendment,
alteration, or repeal and new By-Laws may be made, except that:
  (a)
                No By-Laws expressly limited to
      amendment by the shareholders will be altered or repealed by the Board of
      Directors.
 
 (b)
                No By-Laws will be adopted by the
      Board of Directors which will require more than a majority of the voting
      shares for a quorum at a meeting of shareholders, or more than a majority
      of the votes cast to constitute action, by the shareholders, except where
      higher percentages are required by law; provided, however, that (i) if any By-Law
      regulating an impending election of directors is adopted, amended or
      repealed by the Board of Directors, there will be set forth in the notice
      of the next meeting of shareholders for the election of directors, the
      By-Laws so adopted, amended or repealed, together with a concise statement
      of the change made; and (ii) no amendment, alteration or repeal of this
      Article XI will be made except by the
  shareholders.
  
  CERTIFICATE
OF SECRETARY
  The undersigned does hereby certify
that he or she is the Chief Executive Officer of Omphalos, Corp., a corporation
duly organized and existing under and by virtue of the laws of the State of
Nevada who acted as secretary of the meeting at which the foregoing Amended and
Restated By-Laws were adopted; that the above and foregoing Amended and Restated
By-Laws of said corporation were duly and regularly adopted as such by the Board
of Directors of the Corporation by unanimous written consent of the Board of
Directors, on the 19th day
of March, 2009, and that
the above and foregoing Amended and Restated By-Laws are now in full force and
effect.
  DATED
THIS 19th day of
March, 2009.
  OMPHALOS, CORP./s/ Sheng-Peir YangSheng-Peir
      YangChief Executive
Officer