Exhibit
      3.6


CERTIFICATE
      OF MERGER


OF


ACADIA
      RESOURCES, INC.




(a
      Nevada
      corporation) AND SUNOVIA ENERGY TECHNOLOGIES, INC.




(a
      Nevada
      Corporation)






UNDER
      NRS
      92A.200 OF THE REVISED STATUTES OF THE STATE OF NEVADA





The
      undersigned corporations organized and existing under and by virtue of the
      Revised Statutes of the State of Nevada, DO HEREBY CERTIFY: FIRST: That the
      name
      and state of incorporation of each of the constituent corporations of the merger
      are as follows: STATE OF INCORPORATION Acadia Resources, Inc. Nevada Sunovia
      Energy Technologies, Inc. Nevada




SECOND:
      That 100% of the outstanding stock of Sunovia Energy Technologies, Inc. is
      owned
      by Acadia Resources, Inc.




THIRD:
      That the name of the surviving corporation of the merger is Acadia Resources,
      Inc., which will continue its existence as said surviving corporation under
      the
      name Acadia Resources, Inc




FOURTH:
      That the Certificate of Incorporation of Acadia Resources, Inc, a Nevada
      corporation, the surviving corporation, shall be the Articles of Incorporation
      of the surviving corporation, except that article FIRST relating to the name
      shall be struck and shall be substituted in lieu therefor the following
      article:




"FIRST:
      The name of the corporation is Sunovia Energy Technologies, Inc."




FOURTH:
      That the members of the Board of Directors of Acadia Resources, Inc unanimously
      adopted the following resolution by written consent on the _th day of November,
      2007:




RESOLVED,
      that the Company's wholly-owned subsidiary, Sunovia Energy Technologies,
      Inc., be merged with and into the Company, and that upon the filing of the appropriate
      certificate of Merger with the Secretary of State of the State of Nevada, the Company's
      name shall be changed to Sunovia Energy Technologies, Inc.




IN
      WITNESS WHEREOF, the undersigned have executed this Certificate this _~Iday of November
      2007.






1







UNANIMOUS
      WRITTEN CONSENT OF


THE
      DIRECTORS OF ACADIA


RESOURCES,
      INC.





Pursuant
      to Chapter 78 of the


Nevada
      Revised Statutes








The
      undersigned, constituting all of the Directors of Acadia Resources, Inc. (the
      "Corporation"), pursuant to Chapter 78 of the Nevada Revised Statutes, does
      hereby consent to the adoption of, and hereby approves and adopts, the following
      resolutions effective as of December 5, 2007:




RESOLVED,
      that the Corporation's wholly-owned subsidiary, Sunovia Solar, Inc., be merged
      with and into the Corporation, and that upon the filing of the appropriate
      Articles of Merger with the Secretary of State of the State of Nevada, the
      Corporation's name shall be changed to Sunovia Energy Technologies,
      Inc..




RESOLVED,
      that the Certificate of Merger dated as of November 28, 2007 by and between
      the
      Corporation and Sunovia Solar, Inc., a copy of which is annexed hereto as
      Exhibit A, is hereby ratified, confirmed and approved in all
      respects.




RESOLVED,
      that the Corporation effect a stock dividend, whereby each stockholder of record
      on December 4, 2007 will receive four and one half shares of common stock for
      every share of common stock which they own. No fractional shares will be issued
      for any fractional share interest created by the stock dividend. Each
      stockholder will receive a full share of common stock for any fractional share
      interests created by the stock dividend. The record date for the dividend shall
      be December 4, 2007 and the payment date shall be December 17,
      2007.




RESOLVED,
      that the Chairman of the Board, the Chief Executive Officer, the President,
      the
      Vice Presidents, the Secretary, the Treasurer and the Chief Financial Officer
      of
      the Corporation (collectively, the "Authorized Officers") be, and each of them
      with full authority to act without the others hereby is, authorized and directed
      for and on behalf of the Corporation to take or cause to be taken any and all
      actions, to execute and deliver any and all certificates, instructions,
      requests, or other instruments, and to do any and all things which, in any
      such
      officer's judgment, may be necessary or desirable to effect each of the
      foregoing resolutions and to carry out the purposes thereof, the taking of
      any
      such actions, the execution and delivery of any such certificates, instructions,
      requests, or instruments. or the doing of any such things to be conclusive
      evidence of their necessity or desirability.




RESOLVED,
      that the action taken by this consent shall have the same force and effect
      as if
      taken at a meeting of the Board of Directors of the Corporation, duly
      called.




IN
      WITNESS WHEREOF, the undersigned, constituting all of the Directors of the
      Corporation, consent hereto in writing as of December 5, 2007 and direct that
      this instrument be filed with the minutes of proceedings of the Board of
      Directors of the Corporation.




James
      Donahue






2




UNANIMOUS
      WRlTTEN CONSENT OF THE


BOARD
      OF
      DIRECTORS OF SUNOVIA ENERGY


TECHNOLOGIES,
      INC.






Pursuant
      to Chapter 78 of the Nevada Revised Statutes






The
      undersigned, constituting the sale director of Sunovia Energy Technologies,
      Inc.
      (the "Corporation"), pursuant to Chapter 78 of the Nevada Revised Statutes,
      does
      hereby consent to the adoption of, and hereby approves and adopts, the following
      resolutions effective as of November 28,2007:




RESOLVED,
      that the Corporation be merged with and into Acadia Resources, Inc., and that
      upon the filing of the appropriate certificate of Merger with the Secretary
      of
      State of the State of Nevada, the Company's independent existence shall
      cease.




RESOLVED,
      that the Chairman of the Board, the Chief Executive Officer, the President,
      the
      Vice Presidents, the Secretary, the Treasurer and the Chief Financial Officer
      of
      the Corporation (collectively, the "Authorized Officers") be, and each of them
      with full authority to act without the others hereby is, authorized and directed
      for and on behalf of the Corporation to take or cause to be taken any and all
      actions, to execute and deliver any and all certificates, instructions,
      requests, or other instruments, and to do any and all things which, in any
      such
      officer's judgment, may be necessary or desirable to effect each of the
      foregoing resolutions and to carry out the purposes thereof, the taking of
      any
      such actions, the execution and delivery of any such certificates, instructions,
      requests, or instruments, or the doing of any such things to be conclusive
      evidence of their necessity or desirability.




RESOLVED,
      that the action taken by this consent shall have the same force and effect
      as if
      taken at a meeting of the Board of Directors of the Corporation, duly
      called.




IN
      WITNESS WHEREOF, the undersigned, constituting the sole director of the
      Corporation, consents hereto in writing as of November 28, 2007 and directs
      that
      this instrument be filed with the minutes of proceedings of the Board of
      Directors of the Corporation.




3






BYLAWS


OF


SUNOVIA
      ENERGY TECHNOLOGIES, INC.


(a
      Nevada
      corporation)




ARTICLE
      I


STOCKHOLDERS




1.
      CERTIFICATES REPRESENTING STOCK. Certificates representing stock in the
      corporation shall be signed by, or in the name of, the corporation by the
      Chairperson or Vice-Chairperson of the Board of Directors, if any, or by the
      Chief Executive Officer or a President and by the Treasurer or an Assistant
      Treasurer or the Secretary or an Assistant Secretary of the corporation. Any
      or
      all the signatures on any such certificate may be a facsimile. In case any
      officer, transfer agent, or registrar who has signed or whose facsimile
      signature has been placed upon a certificate shall have ceased to be such
      officer, transfer agent, or registrar before such certificate is issued, it
      may
      be issued by the corporation with the same effect as if such person were such
      officer, transfer agent, or registrar at the date of issue.




Whenever
      the corporation shall be authorized to issue more than one class of stock or
      more than one series of any class of stock, and whenever the corporation shall
      issue any shares of its stock as partly paid stock, the certificates
      representing shares of any such class or series or of any such partly paid
      stock
      shall set forth thereon the statements prescribed by the Private Corporations
      Law. Any restrictions on the transfer or registration of transfer of any shares
      of stock of any class or series shall be noted conspicuously on the certificate
      representing such shares.




The
      corporation may issue a new certificate of stock or uncertificated shares in
      place of any certificate theretofore issued by it, alleged to have been lost,
      stolen, or destroyed, and the Board of Directors may require the owner of the
      lost, stolen, or destroyed certificate, or such owner's legal representative,
      to
      give the corporation a bond sufficient to indemnity the corporation against
      any
      claim that may be made against it on account of the alleged loss, theft, or
      destruction of any such certificate or the issuance of any such new certificate
      or uncertificated shares.




2.
      UNCERTIFICATED SHARES. Subject to any conditions imposed by the Private
      Corporations Law, the Board of Directors of the corporation may provide by
      resolution or resolutions that some or all of any or all classes or series
      of
      the stock of the corporation shall be uncertificated shares. Within a reasonable
      time after the issuance or transfer of any uncertificated shares, the
      corporation shall send to the registered owner thereof any written






4






notice
      prescribed by the Private Corporations Law.





3.
      FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be required
      to,
      issue fractions of a share. If the corporation does not issue fractions of
      a
      share, it shall (1) arrange for the disposition of fractional interests by
      those
      entitled thereto, (2) pay in cash the fair value of fractions of a share as
      of
      the time when those entitled to receive such fractions are determined, or (3)
      issue scrip or warrants in registered form (either represented by a certificate
      or uncertificated) or bearer from (represented by a certificate) which shall
      entitle the holder to receive a full share upon the surrender of such scrip
      or
      warrants aggregating a full share. A certificate for a fractional share or
      an
      uncertificated fractional share shall, but scrip or warrants shall not unless
      otherwise provided therein, entitle the holder to exercise voting rights, to
      receive dividends thereon, and to participate in any of the assets of the
      corporation in the event of liquidation. The Board of Directors may cause scrip
      or warrants to be issued subject to the conditions that they shall become void
      if not exchanged for certificates representing the full shares or uncertificated
      full shares before a specified date, or subject to the conditions that the
      shares for which scrip or warrants are exchangeable may be sold by the
      corporation and the proceeds thereof distributed to the holders of scrip or
      warrants, or subject to any other conditions which the Board of Directors may
      impose.





4.
      STOCK
      TRANSFERS. Upon compliance with provisions restricting the transfer or
      registration of transfer of shares of stock, if any, transfers or registration
      of transfers of shares of stock of the corporation shall be made only on the
      stock ledger of the corporation by the registered holder thereof, or by the
      registered holder's attorney thereunto authorized by power of attorney duly
      executed and filed with the Secretary of the corporation or with a transfer
      agent or a registrar, if any, and, in the case of shares represented by
      certificates, on surrender of the certificate or certificates for such shares
      of
      stock properly endorsed and the payment of all taxes due thereon.





5.
      RECORD
      DATE FOR STOCKHOLDERS. In order that the corporation may determine the
      stockholders entitled to notice of or to vote at any meeting of stockholders
      or
      any adjournment thereof, the Board of Directors may fix a record date, which
      record date shall not precede the date upon which the resolution fixing the
      record date is adopted by the Board of Directors, and which record date shall
      not be more than sixty nor less than ten days before the date of such meeting.
      If no record date is fixed by the Board of Directors, the record date for
      determining stockholders entitled to notice of or to vote at a meeting of
      stockholders shall be at the close of business on the day next preceding the
      day
      on which notice is given, or, if notice is waived, at the close of business
      on
      the day next preceding the day on which the meeting is held.





A
      determination of stockholders of record entitled to notice of or to vote at
      a
      meeting of stockholders shall apply to any adjournment of the meeting; provided,
      however, that the Board of Directors may fix a new record date for the adjourned
      meeting. In order that the corporation may determine the stockholders entitled
      to consent to corporate action in writing without a meeting, the Board of
      Directors may fix a record date, which record date shall not precede the date
      upon which the resolution fixing the record date is adopted by the Board of
      Directors, and




5




which
      date shall not be more than ten days after the date upon which the resolution
      fixing the record date is adopted by the Board of Directors. If no record date
      has been fixed by the Board of Directors, the record date for determining the
      stockholders entitled to consent to corporate action in writing without a
      meeting, when no prior action by the Board of Directors is required by the
      Private Corporations Law, shall be the first date on which a signed written
      consent setting forth the action taken or proposed to be taken is delivered
      to
      the corporation by delivery to its principal place of business or an officer
      or
      agent of the corporation having custody of the book in which proceedings of
      meetings of stockholders are recorded. If no record date has been fixed by
      the
      Board of Directors and prior action by the Board of Directors is required by
      the
      Private Corporations Law, the record date for determining stockholders entitled
      to consent to corporate action in writing without a meeting shall be at the
      close of business on the day on which the Board of Directors adopts the
      resolution taking such prior action. In order that the corporation may determine
      the stockholders entitled to receive payment of any dividend or other
      distribution or allotment of any rights or the stockholders entitled to exercise
      any rights in respect of any change, conversion, or exchange of stock, or for
      the purpose of any other lawful action, the Board of Directors may fix a record
      date, which record date shall not precede the date upon which the resolution
      fixing the record date is adopted, and which record date shall be not more
      than
      sixty days prior to such action. If no record date is fixed, the record date
      for
      determining stockholders for any such purpose shall be at the close of business
      on the day on which the Board of Directors adopts the resolution relating
      thereto.




6.
      MEANING OF CERTAIN TERMS. As used herein in respect of the right to notice
      of a
      meeting of stockholders or a waiver thereof or to participate or vote thereat
      or
      to consent or dissent in writing in lieu of a meeting, as the case may be,
      the
      term "share" or "shares" or "share of stock" or "shares of stock" or
      "stockholder" or "stockholders" refers to an outstanding share or shares of
      stock and to a holder or holders of record of outstanding shares of stock when
      the corporation is authorized to issue only one class of shares of stock, and
      said reference is also intended to include any outstanding share or shares
      of
      stock and any holder or holders of record of outstanding shares of stock of
      any
      class upon which or upon whom the certificate of incorporation confers such
      rights where there are two or more classes or series of shares of stock or
      upon
      which or upon whom the Private Corporations Law confers such rights
      notwithstanding that the certificate of incorporation may provide for more
      than
      one class or series of shares of stock, one or more of which are limited or
      denied such rights thereunder; provided, however, that no such right shall
      vest
      in the event of an increase or a decrease in the authorized number of shares
      of
      stock of any class or series which is otherwise denied voting rights under
      the
      provisions of the certificate of incorporation, except as any provision of
      law
      may otherwise require.




7.
      STOCKHOLDER MEETINGS.




-TIME.
      The annual meeting shall be held on the date and at the time fixed, from time
      to
      time, by the directors, provided, that the first annual meeting shall be held
      on
      a date within thirteen months after the organization of the corporation, and
      each successive annual






6






meeting
      shall be held on a date within thirteen months after the date of the preceding
      annual meeting. A special meeting shall be held on the date and at the time
      fixed by the directors.




-PLACE.
      Annual meetings and special meetings may be held at such place, either within
      or
      without the State of Nevada, as the directors may, from time to time, fix.
      Whenever the directors shall fail to fix such place, the meeting shall be held
      at the registered office of the corporation in the State of Nevada. The board
      of
      directors may also, in its sole discretion, determine that the meeting shall
      not
      be held at any place, but may instead be held solely by means of remote
      communication as authorized by Section 78.320 of the Nevada Private Corporations
      Law. If a meeting by remote communication is authorized by the board of
      directors in its sole discretion, and subject to guidelines and procedures
      as
      the board of directors may adopt, stockholders and proxyholders not physically
      present at a meeting of stockholders may, by means of remote communication
      participate in a meeting of stockholders and be deemed present in person and
      vote at a meeting of stockholders whether such meeting is to be held at a
      designated place or solely by means of remote communication, provided that
      (a)
      the corporation shall implement reasonable measures to verify that each person
      deemed present and permitted to vote at the meeting by means of remote
      communication is a stockholder or proxyholder, (b) the corporation shall
      implement reasonable measures to provide such stockholders and proxyholders
      a
      reasonable opportunity to participate in the meeting and to vote on matters
      submitted to the stockholders, including an opportunity to read or hear the
      proceedings of the meeting substantially concurrently with such proceedings,
      and
      (c) if any stockholder or proxyholder votes or takes other action at the meeting
      by means of remote communication, a record of such vote or other action shall
      be
      maintained by the corporation.




-CALL.
      Annual meetings and special meetings may be called by the directors or by any
      officer instructed by the directors to call the meeting.




-NOTICE
      OR WAIVER OF NOTICE. Written notice of all meetings shall be given, which shall
      state the place, if any, date, and hour of the meeting, the means of remote
      communication, if any, by which stockholders and proxyholders may be deemed
      to
      be present in person and vote at such meeting, and in the case of a special
      meeting, the purpose or purposes for which the meeting is called. The notice
      of
      an annual meeting shall state that the meeting is called for the election of
      directors and for the transaction of other business which may properly come
      before the meeting, and shall (if any other action which could be taken at
      a
      special meeting is to be taken at such annual meeting) state the purpose or
      purposes. The notice of any meeting shall also include, or be accompanied by)
      any additional statements, information, or documents prescribed by the Private
      Corporations Law. Except as otherwise provided by the Private Corporations
      Law,
      the written notice of any meeting shall be given not less than ten days nor
      more
      than sixty days before the date of the meeting to each stockholder entitled
      to
      vote at such meeting. If mailed, notice is given when deposited in the United
      States mail, postage prepaid, directed to the stockholder at such stockholder's
      address as it appears on the records of the corporation. If a meeting is
      adjourned to another time or place, notice need not be given of the adjourned
      meeting if the time, place, if any, thereof, and the means of remote
      communications,






7






if
      any,
      by which stockholders and proxyholders may be deemed to be present in person
      and
      vote at such adjourned meeting are announced at the meeting at which the
      adjournment is taken. At the adjourned meeting the corporation may transact
      any
      business which might have been transacted at the original meeting. If the
      adjournment is for more than 30 days, or if after the adjournment a new record
      date is fixed for the adjourned meeting, a notice of the adjourned meeting
      shall
      be given to each stockholder of record entitled to vote at the meeting. Whenever
      notice is required to be given under the Nevada Private Corporations Law,
      certificate of incorporation or bylaws, a written waiver signed by the person
      entitled to notice, or a waiver by electronic transmission by the person
      entitled to notice, whether before or after the time stated therein, shall
      be
      deemed equivalent to notice. Attendance of a stockholder at a meeting of
      stockholders shall constitute a waiver of notice of such meeting, except when
      the stockholder attends the meeting for the express purpose of objecting, at
      the
      beginning of the meeting, to the transaction of any business because the meeting
      is not lawfully called or convened. Neither the business to be transacted at,
      nor the purpose of, any regular or special meeting of the stockholders need
      be
      specified in any written waiver of notice or any waiver by electronic
      transmission unless so required by the certificate of incorporation or these
      bylaws.




-STOCKHOLDER
      LIST. The officer who has charge of the stock ledger of the corporation shall
      prepare and make, at least ten days before every meeting of stockholders, a
      complete list of the stockholders entitled to vote at the meeting, arranged
      in
      alphabetical order, and showing the address of each stockholder and the number
      of shares registered in the name of each stockholder. Such list shall be open
      to
      the examination of any stockholder, for any purpose germane to the meeting
      for a
      period of at least ten days prior to the meeting on a reasonably accessible
      electronic network, provided that the information required to gain access to
      such list is provided with the notice of the meeting or during ordinary business
      hours at the principal place of business of the corporation. In the event that
      the corporation determines to make the list available on an electronic network,
      the corporation may take reasonable steps to ensure that such information is
      available only to stockholders of the corporation. If the meeting is to be
      held
      at a place, then the list shall be produced and kept at the time and place
      of
      the meeting during the whole time thereof, and may be inspected by any
      stockholder who is present. If the meeting is to be held solely by means of
      remote communication, then the list shall also be open to the examination of
      any
      stockholder during the whole time of the meeting on a reasonably accessible
      electronic network, and the information required to access such list shall
      be
      provided with the notice of the meeting. The stock ledger shall be the only
      evidence as to who are the stockholders entitled to examine the stock ledger,
      the list required by this section or the books of the corporation, or to vote
      in
      person or by proxy at any meeting of stockholders.




-CONDUCT
      OF MEETING. Meetings of the stockholders shall be presided over by one of the
      following officers in the order of seniority and if present and acting -the
      Chairperson of the Board, if any, the Vice-Chairperson of the Board, if any,
      the
      Chief Executive Officer, President, an Executive Vice-President, or, if none
      of
      the foregoing is in office and present and acting, by a chairperson to be chosen
      by the stockholders. The Secretary of the corporation, or in such Secretary's
      absence, an Assistant Secretary, shall act as secretary of every
      meeting, but if neither the Secretary nor an Assistant Secretary is present
      the
      chairperson of the meeting shall appoint a secretary of the
      meeting.




8






-PROXY
      REPRESENTATION. Each stockholder entitled to vote at a meeting of stockholders
      or to express consent or dissent to corporate action in writing without a
      meeting may authorize another person or persons to act for such stockholder
      by
      proxy, but no such proxy shall be voted or acted upon after 3 years from its
      date, unless the proxy provides for a longer period. A stockholder may execute
      a
      writing authorizing another person or persons to act for such stockholder as
      proxy. Execution may be accomplished by the stockholder or such stockholder's
      authorized officer, director, employee or agent signing such writing or causing
      such person's signature to be affixed to such writing by any reasonable means
      including, but not limited to, by facsimile signature. A stockholder may also
      authorize another person or persons to act for such stockholder as proxy by
      transmitting or authorizing the transmission of a telegram, cablegram, or other
      means of electronic transmission to the person who will be the holder of the
      proxy or to a proxy solicitation firm, proxy support service organization or
      like agent duly authorized by the person who will be the holder of the proxy
      to
      receive such transmission, provided that any such telegram, cablegram or other
      means of electronic transmission must either set forth or be submitted with
      information from which it can be determined that the telegram, cablegram or
      other electronic transmission was authorized by the stockholder. If it is
      determined that such telegrams, cablegrams or other electronic transmissions
      are
      valid, the inspectors or, if there are no inspectors, such other persons making
      the determination shall specify the information upon which they relied. Any
      copy, facsimile telecommunication or other reliable reproduction of the writing
      or transmission created pursuant to Section 78.355 of the Nevada Private
      Corporations Law may be substituted or used in lieu of the original writing
      or
      transmission for any and all purposes for which the original writing or
      transmission could be used, provided that such copy, facsimile telecommunication
      or other reproduction shall be a complete reproduction of the entire original
      writing or transmission. A duly executed proxy shall be irrevocable if it states
      that it is irrevocable and, if, and only as long as, it is coupled with an
      interest sufficient in law to support an irrevocable power. A proxy may be
      made
      irrevocable regardless of whether the interest with which it is coupled is
      an
      interest in the stock itself or an interest in the corporation
      generally.




-INSPECTORS.
      The directors, in advance of any meeting, may, but need not, appoint one or
      more
      inspectors of election to act at the meeting or any adjournment thereof. If
      an
      inspector or inspectors are not appointed, the person presiding at the meeting
      may, but need not, appoint one or more inspectors. In case any person who may
      be
      appointed as an inspector fails to appear or act, the vacancy may be filled
      by
      appointment made by the directors in advance of the meeting or at the meeting
      by
      the person presiding thereat. Each inspector, if any, before entering upon
      the
      discharge of duties of inspector, shall take and sign an oath faithfully to
      execute the duties of inspector at such meeting with strict impartiality and
      according to the best of such inspector's ability. The inspectors, if any,
      shall
      determine the number of shares of stock outstanding and the voting power of
      each, the shares of stock represented at the meeting, the existence of a quorum,
      the validity and effect of proxies, and shall receive votes, ballots,
      or






9




consents,
      hear and determine all challenges and questions arising in connection with
      the
      right to vote, count and tabulate all votes, ballots, or consents, determine
      the
      result, and do such acts as are proper to conduct the election or vote with
      fairness to all stockholders. On request of the person presiding at the meeting,
      the inspector or inspectors, if any, shall make a report in writing of any
      challenge, question, or matter determined by such inspector or inspectors and
      execute a certificate of any fact found by such inspector or
      inspectors.




-QUORUM.
      The holders of a majority of the outstanding shares of stock shall constitute
      a
      quorum at a meeting of stockholders for the transaction of any business. The
      stockholders present may adjourn the meeting despite the absence of a
      quorum.




-VOTING.
      Each share of stock shall entitle the holder thereof to one vote. Directors
      shall be elected by a plurality of the votes of the shares present in person
      or
      represented by proxy at the meeting and entitled to vote on the election of
      directors. Any other action shall be authorized by a majority of the votes
      cast
      except where the Private Corporations Law prescribes a different percentage
      of
      votes and/or a different exercise of voting power, and except as may be
      otherwise prescribed by the provisions of the certificate of incorporation
      and
      these Bylaws. In the election of directors, and for any other action, voting
      need not be by ballot.




8.
      STOCKHOLDER ACTION WITHOUT MEETINGS. Except as any provision of the Private
      Corporations Law may otherwise require, any action required by the Private
      Corporations Law to be taken at any annual or special meeting of stockholders,
      or any action which may be taken at any annual or special meeting of
      stockholders, may be taken without a meeting, without prior notice and without
      a
      vote, if a consent in writing, setting forth the action so taken, shall be
      signed by the holders of outstanding stock having not less than the minimum
      number of votes that would be necessary to authorize or take such action at
      a
      meeting at which all shares entitled to vote thereon were present and voted.
      A
      telegram, cablegram or other electronic transmission consenting to an action
      to
      be taken and transmitted by a stockholder or proxyholder, or by a person or
      persons authorized to act for a stockholder or proxyholder, shall be deemed
      to
      be written, signed and dated for the purposes of this section, provided that
      any
      such telegram, cablegram or other electronic transmission sets forth or is
      delivered with information from which the corporation can determine that the
      telegram, cablegram or other electronic transmission was transmitted by the
      stockholder or proxyholder or by a person or persons authorized to act for
      the
      stockholder or proxyholder and the date on which such stockholder or proxyholder
      or authorized person or persons transmitted such telegram, cablegram or
      electronic transmission. The date on which such telegram, cablegram or
      electronic transmission is transmitted shall be deemed to be the date on which
      such consent was signed. No consent given by telegram, cablegram or other
      electronic transmission shall be deemed to have been delivered until such
      consent is reproduced in paper form and until such paper shall be delivered
      to
      the corporation by delivery to its principal place of business or an officer
      or
      agent of the corporation having custody of the book in which the proceedings
      of
      meetings of stockholders are recorded, to the extent and in the manner provided
      by resolution of the board of directors of






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the
      corporation. Any copy, facsimile or other reliable reproduction of a consent
      in
      writing may be substituted or used in lieu of the original writing for any
      and
      all purposes for which the original writing could be used, provided that such
      copy, facsimile or other reproduction shall be a complete reproduction of the
      entire original writing. Prompt notice of the taking of the corporate action
      without a meeting by less than unanimous written consent shall be given to
      those
      stockholders who have not consented in writing. Action taken pursuant to this
      paragraph shall be subject to the provisions of Section 78.320 of the Private
      Corporations Law.




ARTICLE
      II


DIRECTORS





1.
      FUNCTIONS AND DEFINITION. The business and affairs of the corporation shall
      be
      managed by or under the direction of the Board of Directors of the corporation.
      The Board of Directors shall have the authority to fix the compensation of
      the
      members thereof. The use of the phrase "whole board" herein refers to the total
      number of directors which the corporation would have if there were no
      vacancies.





2.
      QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a Citizen
      of
      the United States, or a resident of the State of Nevada. The initial Board
      of
      Directors shall consist of one person. Thereafter the number of directors
      constituting the whole board shall be at least one. Subject to the foregoing
      limitation and except for the first Board of Directors, such number may be
      fixed
      from time to time by action of the stockholders or of the directors, or, if
      the
      number is not fixed, the number shall be one. The number of directors may be
      increased or decreased by action of the stockholders or of the
      directors.





3.
      ELECTION AND TERM. The first Board of Directors, unless the members thereof
      shall have been named in the certificate of incorporation, shall be elected
      by
      the incorporator or incorporators and shall hold office until the first annual
      meeting of stockholders and until their successors are elected and qualified
      or
      until their earlier resignation or removal. Any director may resign at any
      time
      upon notice given in writing or by electronic transmission to the corporation.
      Thereafter, directors who are elected at an annual meeting of stockholders,
      and
      directors who are elected in the interim to fill vacancies and newly created
      directorships, shall hold office until the next annual meeting of stockholders
      and until their successors are elected and qualified or until their earlier
      resignation or removal. Except as the Private Corporations Law may otherwise
      require, in the interim between annual meetings of stockholders or of special
      meetings of stockholders called for the election of directors and/or for the
      removal of one or more directors and for the filling of any vacancy in that
      connection, newly created directorships and any vacancies in the Board of
      Directors, including unfilled vacancies resulting from the removal of directors
      for cause or without cause, may be filled by the vote of a majority of the
      remaining directors then in office, although less than a quorum, or by the
      sole
      remaining director.






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4.
      MEETINGS.




-TIME.
      Meetings shall be held at such time as the Board shall fix, except that the
      first meeting of a newly elected Board shall be held as soon after its election
      as the directors may conveniently assemble.




-PLACE.
      Meetings shall be held at such place within or without the State of Nevada
      as
      shall be fixed by the Board.


-CALL.
      No
      call shall be required for regular meetings for which the time and place have
      been fixed. Special meetings may be called by or at the direction of the
      Chairperson of the Board, if any, the Vice-Chairperson of the Board, if any,
      of
      the President, or of a majority of the directors in office.




-NOTICE
      OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular
      meetings for which the time and place have been fixed. Written, oral, or any
      other mode of notice of the time and place shall be given for special meetings
      in sufficient time for the convenient assembly of the directors thereat.
      Whenever notice is required to be given under the Nevada Private Corporations
      Law, certificate of incorporation or bylaws, a written waiver signed by the
      person entitled to notice, or a waiver by electronic transmission by the person
      entitled to notice, whether before or after the time stated therein, shall
      be
      deemed equivalent to notice. Attendance of any such person at a meeting shall
      constitute a waiver of notice of such meeting, except when such person attends
      a
      meeting for the express purpose of objecting, at the beginning of the meeting,
      to the transaction of any business because the meeting is not lawfully called
      or
      convened. Neither the business to be transacted at, nor the purpose of, any
      regular or special meeting of the directors need be specified in any written
      waiver of notice.




-QUORUM
      AND ACTION. A majority of the whole Board shall constitute a quorum except
      when
      a vacancy or vacancies prevents such majority, whereupon a majority of the
      directors in office shall constitute a quorum, provided, that such majority
      shall constitute at least one-third of the whole Board. A majority of the
      directors present, whether or not a quorum is present, may adjourn a meeting
      to
      another time and place. Except as herein otherwise provided, and except as
      otherwise provided by the Private Corporations Law, the vote of the majority
      of
      the directors present at a meeting at which a quorum is present shall be the
      act
      of the Board. The quorum and voting provisions herein stated shall not be
      construed as conflicting with any provisions of the Private Corporations Law
      and
      these Bylaws which govern a meeting of directors held to fill vacancies and
      newly created directorships in the Board or action of disinterested
      directors.




Any
      member or members of the Board of Directors or of any committee designated
      by
      the Board, may participate in a meeting of the Board, or any such committee,
      as
      the case may be, by means of conference telephone or similar communications
      equipment by means of which all persons participating in the meeting can hear
      each other.






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-CHAIRPERSON
      OF THE MEETING. The Chairperson of the Board, if any and if present and acting,
      shall preside at all meetings. Otherwise, the Vice-Chairperson of the Board,
      if
      any and if present and acting, or the President, if present and acting, or
      any
      other director chosen by the Board, shall preside.





5.
      REMOVAL OF DIRECTORS. Except as may otherwise be provided by the Private
      Corporations Law, any director or the entire Board of Directors may be removed,
      with or without cause, by the holders of a majority of the shares then entitled
      to vote at an election of directors.





6.
      COMMITTEES. The Board of Directors may designate one or more committees, each
      committee to consist of one or more of the directors of the corporation. The
      Board may designate one or more directors as alternate members of any committee,
      who may replace any absent or disqualified member at any meeting of the
      committee. In the absence or disqualification of any member of any such
      committee or committees, the member or members thereof present at any meeting
      and not disqualified from voting, whether or not such member or members
      constitute a quorum, may unanimously appoint another member of the Board of
      Directors to act at the meeting in the place of any such absent or disqualified
      member. Any such committee, to the extent provided in the resolution of the
      Board, shall have and may exercise all the powers and authority of the Board
      of
      Directors in the management of the business and affairs of the corporation
      with
      the exception of any power or authority the delegation of which is prohibited
      by
      Section 78.125 of the Private Corporations Law, and may authorize the seal
      of
      the corporation to be affixed to all papers which may require it.





7.
      WRITTEN ACTION. Any action required or permitted to be taken at any meeting
      of
      the Board of Directors or any committee thereof may be taken *without*a
      meeting if all members of the Board or committee, as the case may be, consent
      thereto in writing or electronic transmission, and the writing or writings
      or
      electronic transmission or transmissions are filed with the minutes of
      proceedings of the Board or committee. Such filing shall be in paper form if
      the
      minutes are maintained in paper form and shall be in electronic form if the
      minutes are maintained in electronic form.





ARTICLE
      III


OFFICERS




The
      officers of the corporation shall consist of a Chief Executive Officer,
      President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or
      desirable by the Board of Directors, a Chairperson of the Board, a
      Vice-Chairperson of the Board, one or more Executive Vice-Presidents, one or
      more other Vice-Presidents, one or more Assistant Secretaries, one or more
      Assistant Treasurers, and such other officers with such titles as the resolution
      of the Board of Directors choosing them shall designate. Except as may otherwise
      be






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provided
      in the resolution of the Board of Directors choosing such officer, no officer
      other than the Chairperson or Vice-Chairperson of the Board, if any, need be
      a
      director. Any number of offices may be held by the same person, as the directors
      may determine.




Unless
      otherwise provided in the resolution choosing such officer, each officer shall
      be chosen for a term which shall con6nue until the meeting of the Board of
      Directors following the next annual meeting of stockholders and until such
      officer’s successor shall have been chosen and qualified.




All
      officers of the corporation shall have such authority and perform such duties
      in
      the management and operation of the corporation as shall be prescribed in the
      resolutions of the Board of Directors designating and choosing such officers
      and
      prescribing their authority and duties, and shall have such additional authority
      and duties as are incident to their office except to the extent that such
      resolutions may be inconsistent therewith. The Secretary or an Assistant
      Secretary of the corporation shall record all of the proceedings of all meetings
      and actions in writing of stockholders, directors, and committees of directors,
      and shall exercise such additional authority and perform such additional duties
      as the Board shall assign to such Secretary or Assistant Secretary. Any officer
      may be removed, with or without cause, by the Board of Directors. Any vacancy
      in
      any office may be filled by the Board of Directors.




ARTICLE
      IV


CORPORATE
      SEAL




The
      corporate seal shall be in such form as the Board of Directors shall
      prescribe.




ARTICLE
      V


FISCAL
      YEAR




The
      fiscal year of the corporation shall be fixed, and shall be subject to change,
      by the Board of Directors.




ARTICLE
      VI


CONTROL
      OVER BYLAWS




Subject
      to the provisions of the certificate of incorporation and the provisions of
      the
      Private Corporations Law, the power to amend, alter, or repeal these Bylaws
      and
      to adopt new Bylaws may be exercised by the Board of Directors or by the
      stockholders.










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ARTICLE
      VII


INDEMNIFICATION






A
      director or officer of the Corporation shall have no personal liability to
      the
      Corporation or its stockholders for damages for breach of fiduciary duty as
      a
      director or officer, except for damages for breach of fiduciary duty resulting
      from (a) acts or omissions which involve intentional misconduct, fraud, or
      a
      knowing violation of law, or (b) the payment of dividends in violation of
      section 78.3900 of the Nevada Revised Statutes as it may from time to time
      be
      amended or any successor provision thereto.










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