Exhibit 4.5



****  **BY-LAWS**

****

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Section 1.1 Principal  Office	1

Section 1.2  Other Offices	1





Section 2.1  Annual Meeting	1

Section 2.2  Special Meetings	1

Section 2.3  Notice of Meetings	1

Section 2.4  Quorum	2

Section 2.5  Organization	2

Section 2.6  Conduct of Business	2

Section 2.7  Proxies and Voting	2

Section 2.8  Shareholder Action By Written Consent	2

Section 2.9  Stock List	2

Section 2.10 Meetings by Telecommunication  2

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Section 3.1  Number and Term of Office	3

Section 3.2  Vacancies	3

Section 3.3  Regular Meetings	3

Section 3.4  Special Meetings	3

Section 3.5  Quorum	3

Section 3.6  Participation in Meetings by Conference Telephone3

Section 3.7  Conduct of Business	3

Section 3.8  Powers	3

Section 3.9  Compensation of Directors	3

Section 3.10 Interested Directors	3

Section 3.11 Loans  3

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Section 4.1  Committees of the Board of Directors	4

Section 4.2  Conduct of Business	4

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Section 5.1  Generally	 5

Section 5.2  President	 5

Section 5.3  Vice-president	 5

Section 5.4  Treasurer	 5

Section 5.5  Secretary	 5

Section 5.6  General Manager	 5

Section 5.7  Delegation of Authority	 5

Section 5.8  Removal	 5

Section 5.9  Action with Respect to Securities of Other Corporation	 5





Section 6.1  Generally	 6

Section 6.2  Expenses	 6

Section 6.3  Determination by Board of Directors	 6

Section 6.4  Non-exclusive Right	 6

Section 6.5  Insurance	 6

Section 6.6  Violation of Law	 6

Section 6.7  Coverage	 6





Section 7.1  Certificates of Stock	 7

Section 7.2  Transfers of Stock	 7

Section 7.3  Record Date	 7

Section 7.4  Lost, Stolen or Destroyed Certificates	 7

Section 7.5  Regulations	 7





Section 8.1  Notices	 8

Section 8.2  Waivers	 8





Section 9.1  Facsimile Signatures	 9

Section 9.2  Corporate Seal	 9

Section 9.3  Reliance upon Books, Reports and Records	 9

Section 9.4  Fiscal Year	 9

Section 9.5  Time Periods	 9





Section 10.1  Amendments	10







Section 1.1 Principal Office

The principal executive office of the corporation shall be such location as deemed necessary
from time to time by the Board of Directors.

Section 1.2  Other Offices

The corporation may also have such other offices, either within or without the State of
Nevada, as the Board of Directors may from time to time determine or the business of the
corporation may require.



Section 2.1  Annual Meeting

An annual meeting of the shareholders, for the selection of directors to succeed those whose
terms expire and for the transaction of such other business as may properly come before the meeting,
shall be held at the principal office of the corporation on the second Monday of January or, if such
date shall fall on a holiday, the next business day thereafter.   The Board of Directors may change
the date or elect to have no annual meeting for a particular year.  If the election of directors is not
held on the day designated for any annual meeting of the shareholders or at any adjournment of the
meeting, the Board of Directors shall call for the election to be held at a special meeting of the
Shareholders as soon thereafter as possible.

Section 2.2  Special Meetings

Special meetings of the shareholders, for any purpose or purposes prescribed in the notice
of the meeting, may be called by the Board of Directors, the president, the chief executive officer,
or the holders of not less than one-tenth of all the shares entitled to vote at the meeting, and shall be
held at such place, on such date, and at such time as they or he shall fix.

Section 2.3  Notice of Meetings

Written notice of the place, date and time of all meetings of the shareholders shall be given,
not less than ten nor more than fifty days before the date on which the meeting is to be held, to each
stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law
(meaning, here and hereinafter, as required from time to time by the corporation statutues of the State
of Nevada, as contained in Chapter 78 of Nevada Revised Statutes, or the Articles of Incorporation).

When a meeting is adjourned to another place, date or time, written notice need not be given
of the adjourned meeting if the place, date and time thereof are announced at the meeting at which
the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than
thirty days after the date for which the meeting was originally noticed, or if a new record date is fixed
for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall
be given in conformity herewith.  At any adjourned meeting, any business may be transacted which
might have been transacted at the original meeting.

Section 2.4  Quorum

At any meeting of the shareholders, the holders of a majority of all of the shares of the stock
entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all
purposes, unless or except to the extent that the presence of a larger number may be required by law.

If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of
a majority of the shares of the stock entitled to vote who are present, in person or by proxy, may
adjourn the meeting to another place, date or time.

If a notice of any adjourned special meeting of shareholders is sent to all shareholders entitled
to vote thereat, stating that it will be held with those present constituting a quorum, then except as
otherwise required by law, those present at such adjourned meeting shall constitute a quorum, and
all matters shall be determined by a majority of the votes cast at such meeting.

Section 2.5  Organization

Such person as the Board of Directors may have designated or, in the absence of such a
person, the highest ranking officer of the corporation who is present shall call to order any meeting
of the shareholders and act as chairman of the meeting.  In the absence of the Secretary of the
corporation, the secretary of the meeting shall be the person the chairman appoints.

Section 2.6  Conduct of Business

The chairman of any meeting of shareholders shall determine the order of business and the
procedure at the meeting, including such regulation of the manner of voting and the conduct of
discussion as seem to him in order.

Section 2.7  Proxies and Voting

At any meeting of the shareholders, every shareholder entitled to vote may vote in person or
by proxy authorized by an instrument in writing filed in accordance with the procedure established
for the meeting.

Each shareholder shall have one vote for every share of stock entitled to vote which is
registered in his name on the record date for the meeting, except as otherwise provided herein or
required by law.

All voting, except on the election of directors and where otherwise required by law, may be
by a voice vote; provided, however, that upon demand therefor by a shareholder entitled to vote or
his proxy, a stock vote shall be taken.  Every stock vote shall be taken by ballots, each of which shall
state the name of the shareholder or proxy voting and such other information as may be required
under the procedure established for the meeting.  Every vote taken by ballots shall be counted by an
inspector or inspectors appointed by the chairman of the meeting.

If a quorum is present, the affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote
of a greater number or voting by class is required by law, the Articles of Incorporation, or these By-laws.

Section 2.8  Shareholder Action By Written Consent

Any action which may be taken at a meeting of the Shareholders may be taken by written
consent without a meeting if such action is taken in conformance with the Nevada Corporations
Code.

Section 2.9  Stock List

A complete list of shareholders entitled to vote at any meeting of shareholders, arranged in
alphabetical order for each class of stock and showing the address of each such shareholder and the
number of shares registered in his name, shall be open to the examination of any such shareholder,
for any purpose germane to the meeting, during ordinary business hours for a period of at least ten
(10) days prior to the meeting, either at a place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or if not so specified, at the place where the
meeting is to be held.

The Stock list shall also be kept at the place of the meeting during the whole time thereof and
shall be open to the examination of any such shareholder who is present.  This list shall
presumptively determine the identity of the shareholders entitled to vote at the meeting and the
number of shares held by each of them.

Section 2.10 Meetings by Telecommunication

Any meeting of the shareholders may be conducted through the use of any means of
communication which allows persons participating in the meeting to hear one another.



Section 3.1  Number and Term of Office

The Board of Directors shall consist of a minimum of one director.  Each director shall be
selected for a term of one year and until his successor is elected and qualified, except as otherwise
provided herein or required by law.

Whenever the authorized number of directors is increased between annual meetings of the
shareholders, a majority of the directors then in office shall have the power to elect such new
directors for the balance of a term and until their successors are elected and qualified.  Any decrease
in the authorized number of directors shall not become effective until the expiration of the term of
the directors then in office unless, at the time of such decrease, there shall be vacancies on the board
which are being eliminated by the decrease.

Section 3.2  Vacancies

Vacancies in the board of directors may be filled by a majority  vote of the remaining
directors, though less than a quorum, by a sole remaining director, or by the shareholders.  Each
director so elected shall hold office until a  successor is elected at an annual or a special meeting of
the shareholders.

A vacancy in the board of directors shall be deemed to exist in case of the death, resignation
or removal of any director; if the authorized number of directors is increased; or if the shareholders
fail to elect the full authorized number of directors.

The shareholders may elect a director at any time to fill any vacancy not filled by the
directors.  If the board of directors accepts the resignation of a director tendered to take effect at a
future time, the board or the shareholders shall have power to elect a successor to take office when
the resignation is to become effective.

No reduction of the authorized number of directors shall have the effect of removing any
director prior to the expiration of the director's term of office.

Section 3.3  Regular Meetings

Regular meetings of the Board of Directors shall be held at such place or places, on such date
or dates, and at such time or times as shall have been established by the Board of Directors and
publicized among all directors.  A notice of each regular meeting shall not be required.

Section 3.4  Special Meetings

Special meetings of the Board of Directors may be called by one-third of the directors then
in office or by the chief executive officer and shall be held at such place, on such date and at such
time as they or he shall fix.  Notice of the place, date and time of each such special meeting shall be
given by each director by whom it is not waived by mailing written notice not less than three days
before the meeting or by telegraphing the same not less than eighteen hours before the meeting.
Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special
meeting.

Section 3.5  Quorum

At any meeting of the Board of Directors, a majority of the total number of the whole board
shall constitute a quorum for all purposes.  If a quorum shall fail to attend any meeting, a majority
of those present may adjourn the meeting to another place, date or time, without further notice or
waiver thereof.

Section 3.6  Participation in Meetings by Conference Telephone

Members of the Board of Directors or of any committee thereof, may participate in a meeting
of such board or committee by means of conference telephone or similar communications equipment
that enables all persons participating in the meeting to hear each other.  Such participation shall
constitute presence in person at such meeting.

Section 3.7  Conduct of Business

At any meeting of the Board of Directors, business shall be transacted in such order and
manner as the board may from time to time determine, and all matters shall be determined by the
vote of a majority of the directors present, except as otherwise provided herein or required by law.
Action may be taken by the Board of Directors without a meeting if all members thereof consent
thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board
of Directors.

Section 3.8  Powers

The Board of Directors may, except as otherwise required by law, exercise all such powers
and do all such acts and things as may be exercised or done by the corporation, including, without
limiting the generality of the foregoing, the unqualified power:

(a)	To declare dividends from time to time in accordance with law;

(b)	To purchase or otherwise acquire any property, rights or privileges on such terms as
it shall determine;

(c)	To authorize the creation, making and issuance, in such form as it may determine, of
written obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do all
things necessary in connection therewith;

(d)	To remove any officer of the corporation with or without cause, and from time to time
to devolve the powers and duties of any officer upon any other person for the time being;

(e)	To confer upon any officer of the corporation the power to appoint, remove and
suspend subordinate officers and agents;

(f)	To adopt from time to time such stock option, stock purchase, bonus or other
compensation plans for directors, officers and agents of the corporation and its subsidiaries as it may
determine;

(g)	To adopt from time to time such insurance, retirement and other benefit plans for
directors, officers and agents of the corporation and its subsidiaries as it may determine; and

(h)	To adopt from time to time regulations, not inconsistent with these By-laws, for the
management of the corporation's business and affairs.

Section 3.9  Compensation of Directors

Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees
and other compensation for their services as directors, including, without limitation, their services
as members of committees of the directors.

Section 3.10  Interested Directors

1.	No contract or transaction between the corporation and one or more of its directors
or officers, or between the corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers, are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely because the director or
officer is present at or participates in the meeting of the board or committee which authorizes the
contract or transaction, or solely because his or their votes are counted for such purpose, if;

i.	The material facts as to his relationship or interest and as to the contract or
transaction are disclosed or are known to the Board of Directors or the committee, and the board or
committee in good faith authorizes the contract or transaction by the affirmative votes of a majority
of the disinterested directors, even though the disinterested directors be less than a quorum; or

ii.	The material facts as to his relationship or interest and as to the contract or
transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract
or transaction is specifically approved in good faith by vote of the shareholders; or

iii.	The contract or transaction is fair as to the corporation as of the time it is
authorized, approved or ratified, by the Board of Directors, a committee or the shareholders.

2.	Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or
transaction.

Section 3.11  Loans

The corporation shall not lend money to or use its credit to assist its officers, directors or
other control persons without authorization in the particular case by the shareholders, but may lend
money to and use its credit to assist any employee, excluding such officers, directors or other control
persons of the corporation or of a subsidiary, if such loan or assistance benefits the corporation.



Section 4.1  Committees of the Board of Directors

The Board of Directors, by a vote of a majority of the whole board, may from time to time
designate committees of the board, with such lawfully powers and duties as it thereby confers, to
serve at the pleasure of the board and shall, for those committees and any others provided for herein,
elect a director or directors to serve as the member or members, designating, if it desires, other
directors as alternative members who may replace any absent or disqualified member at any meeting
of the committee.  Any committee so designated may exercise the power and authority of the Board
of Directors to declare a dividend or to authorize the issuance of stock if the resolution which
designates the committee or a supplemental resolution of the Board of Directors shall so provide.
In the absence or disqualification of any member of any committee and any alternate member in his
place, the member or members of the committee present at the meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may by unanimous vote appoint another
member of the Board of Directors to act at the meeting in the place of the absent or disqualified
member.

Section 4.2  Conduct of Business

Each committee may determine the procedural rules for meeting and conducting its business
and shall act in accordance therewith, except as otherwise provided herein or required by law.
Adequate provisions shall be made for notice to members of all meetings; a majority of the members
shall constitute a quorum unless the committee shall consist of one or two members, in which event
one member shall constitute a quorum; and all matters shall be determined by a majority vote of the
members present.  Action may be taken by any committee without a meeting if all members thereof
consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings
of such committee.



Section 5.1  Generally

The officers of the corporation shall consist of a president, one or more vice-presidents, a
secretary, a treasurer and such other subordinate officers as may from time to time be appointed by
the Board of Directors.  Officers shall be elected by the Board of Directors, which shall consider that
subject at its first meeting after every annual meeting of shareholders.  Each officer shall hold his
office until his successor is elected and qualified or until his earlier resignation or removal.  Any
number of offices may be held by the same person.

Section 5.2  President

The President shall be the chief executive officer of the corporation, except as set forth in
Section 5.6 of this Article.  Subject to the provisions of these By-laws and to the direction of the
Board of Directors, he shall have the responsibility for the general management and control of the
affairs and business of the corporation and shall perform all duties and have all powers which are
commonly incident to the office of chief executive or which are delegated to him by the Board of
Directors.  He shall have power to sign all stock certificates, contracts and other instruments of the
corporation which are authorized.  He shall have general supervision and direction of all of the other
officers and agents of the corporation.

Section 5.3  Vice-president

Each vice-president shall perform such duties as the Board of Directors shall prescribe.  In
the absence or disability of the President, the vice-president who has served in such capacity for the
longest time shall perform the duties and exercise the powers of the President.

Section 5.4  Treasurer

The treasurer shall have the custody of the monies and securities of the corporation and shall
keep regular books of account.  He shall make such disbursements of the funds of the corporation
as are proper and shall render from time to time an account of all such transactions and of the
financial condition of the corporation.

Section 5.5  Secretary

The secretary shall issue all authorized notices for, and shall keep minutes of, all meetings
of the shareholders and the Board of Directors and shall have charge of the corporate books.

Section 5.6  General Manager

The Board of Directors may employ and appoint a general manager who may, or may not,
be one of the officers or directors of the corporation.  If employed by the Board of Directors he shall
be the chief operating officer of the corporation and, subject to the directions of the Board of
Directors, shall have general charge of the business operations of the corporation and general
supervision over its employees and agents.  He shall have 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.  Subject to the approval of the Board of Directors or a committee, he shall employ all
employees of the corporation, or delegate such employment to subordinate officers, or division
officers, or division chiefs, and shall have authority to discharge any person so employed.  He shall
make a report to the President and directors quarterly, or more often if required to do so, setting forth
the results of the operations under his charge, together with suggestions regarding the improvement
and betterment of the condition of the corporation, and shall perform such other duties as the Board
of Directors shall require.

Section 5.7  Delegation of Authority

The Board of Directors may, from time to time, delegate the powers or duties of any officer
to any other officers or agents, notwithstanding any provision hereof.

Section 5.8  Removal

Any officer of the corporation may be removed at any time, with or without cause, by the
Board of Directors.

Section 5.9  Action with Respect to Securities of Other Corporation

Unless otherwise directed by the Board of Directors, the president shall have power to vote
and otherwise act on behalf of the corporation, in person or by proxy, at any meeting of shareholders
of or with respect to any action of shareholders of any other corporation in which this corporation
may hold securities and otherwise to exercise any and all rights and powers which this corporation
may possess by reason of its ownership of securities in such other corporation.





Section 6.1  Generally

The corporation shall have the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he  acted in good faith and in
a manner he 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 conduct was
unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or items equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation, and with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was lawful.

The corporation shall have the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorney's fees) actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.

Section 6.2  Expenses

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 Section 6.1 of
this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorney's fees) actually and reasonably incurred by him in connection therewith.
Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or proceeding as authorized in the
manner provided in Section 6.3 of this Article upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the corporation as authorized in this Article.

Section 6.3  Determination by Board of Directors

Any indemnification under Section 6.1 of this Article (unless ordered by a court) shall be
made by the corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in Section 6.1 of this Article.  Such
determination shall be made by the Board of Directors by a majority vote of a quorum of the
directors, or by the shareholders.

Section 6.4  Non-exclusive Right

The indemnification provided by this Article shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any by-law, agreement, vote of shareholders
or interested directors or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office and shall continue as to a person who has ceased to be
a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

Section 6.5  Insurance

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

The corporation's indemnity of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall
be reduced by any amounts such person may collect as indemnification (i) under any policy of
insurance purchased and maintained on his behalf by the corporation or (ii) from such other
corporation, partnership, joint venture, trust or other enterprise.

Section 6.6  Violation of Law

Nothing contained in this Article, or elsewhere in these By-laws, shall operate to indemnify
any director or officer if such indemnification is for any reason contrary to law, either as a matter of
public policy, or under the provisions of the Federal Securities Act of 1933, the Securities Exchange
Act of 1934, or any other applicable state or federal law.

Section 6.7  Coverage

For the purposes of this Article, references to "the corporation" include all constituent
corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation
so that any person who is or was a director, officer, employee or agent of such a constituent
corporation or is or was serving at the request of such a constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this Article with respect to the resulting or
surviving corporation as he would if he had served the resulting or surviving corporation in the same
capacity.



Section 7.1  Certificates of Stock

Each shareholder shall be entitled to a certificate signed by, or in the name of the corporation
by, the President or a vice-president, and by the secretary or an assistant secretary, or the treasurer
or an assistant treasurer, certifying the number of shares owned by him.  Any of or all the signatures
on the certificate may be facsimile.

Section 7.2  Transfers of Stock

Transfers of stock shall be made only upon the transfer books of the corporation kept at an
office of the corporation or by transfer agents designated to transfer shares of the stock of the
corporation.  Except where a certificate is issued in accordance with Section 7.4 of this Article, an
outstanding certificate for the number of shares involved shall be surrendered for cancellation before
a new certificate is issued therefor.

Section 7.3  Record Date

The Board of Directors may fix a record date, which shall not be more than fifty nor less than
ten days before the date of any meeting of shareholders, nor more than fifty days prior to the time
for the other action hereinafter described, as of which there shall be determined the shareholders who
are entitled: to notice of or to vote at any meeting of shareholders or any adjournment thereof; to
express consent to corporate action in writing without a meeting; to receive payment of any dividend
or other distribution or allotment of any rights; or to exercise any rights with respect of any change,
conversion or exchange of stock or with respect to any other lawful action.

Section 7.4  Lost, Stolen or Destroyed Certificates

In the event of the loss, theft or destruction of any certificate of stock, another may be issued
in its place pursuant to such regulations as the Board of Directors may establish concerning proof
of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of
indemnity.

Section 7.5  Regulations

The issue, transfer, conversion and registration of certificates of stock shall be governed by
such other regulations as the Board of Directors may establish.



Section 8.1  Notices

Whenever notice is required to be given to any shareholder, director, officer, or agent, such
requirement shall not be construed to mean personal notice.  Such notice may in every instance be
effectively given by depositing a writing in a post office or letter box, in a postpaid, sealed wrapper,
or by dispatching a prepaid telegram, addressed to such shareholder, director, officer, or agent at his
or her address as the same appears on the books of the corporation.  The time when such notice is
dispatched shall be the time of the giving of the notice.

Section 8.2  Waivers

A written waiver of any notice, signed by a shareholder, director, officer or agent, whether
before or after the time of the event for which notice is given, shall be deemed equivalent to the
notice required to be given to such shareholder, director, officer or agent.  Neither the business nor
the purpose of any meeting need be specified in such a waiver.



Section 9.1  Facsimile Signatures

In addition to the provisions for the use of facsimile signatures elsewhere specifically
authorized in these By-laws, facsimile signatures of any officer or officers of the corporation may
be used whenever and as authorized by the Board of Directors or a committee thereof.

Section 9.2  Corporate Seal

The Board of Directors may provide a suitable seal, containing the name of the corporation,
which seal shall be in the charge of the secretary.  If and when so directed by the Board of Directors
or a committee thereof, duplicates of the seal may be kept and used by the treasurer or by the
assistant secretary or assistant treasurer.

Section 9.3  Reliance upon Books, Reports and Records

Each director, each member of any committee designated by the Board of Directors, and each
officer of the corporation shall, in the performance of his duties, be fully protected in relying in good
faith upon the books of account or other records of the corporation, including reports made to the
corporation by any of its officers, by an independent certified public accountant, or by an appraiser
selected with reasonable care.



Section 9.4  Fiscal Year

The fiscal year of the corporation shall be as fixed by resolution of the Board of Directors.

Section 9.5  Time Periods

In applying any of these By-laws which require that an act be done or not done a specified
number of days prior to any event or that an act be done during a period of a specified number of
days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded
and the day of the event shall be included.



Section 10.1  Amendments

These By-laws, or any portion hereof, may be amended or repealed by the Board of Directors
at any meeting or by the shareholders at any meeting.



KNOW ALL MEN BY THESE PRESENTS:

That the undersigned does hereby certify that the undersigned is the secretary of Liberty Mint,
Ltd., a corporation duly organized and existing under and by virtue of the laws of the State of
Nevada; that the above and foregoing By-laws of said corporation were duly adopted as such by the
Board of Directors of said corporation; and that the above and foregoing By-laws are now in full
force and effect.

Effective the                               , 2004.

/s/

James Anderson, Secretary

Approved and Accepted:

/s/__________________________

James Anderson, President