BY-LAWS
  OF
  CHINA
HEALTH RESOURCE, INC.
   ARTICLE
I
 OFFICES
  Section
1.1. Registered
Office.  The registered office of China Health Resource, Inc.
(the “Corporation”) will be in the City of Wyoming, County of Kent, State of
Delaware.
 
 Section
1.2. Other Offices.  The
Corporation may also have offices at such other places within or outside of the
State of Delaware, as the Board of Directors (the “Board”) may from time to time
determine or the business of the Corporation may require.
 
 ARTICLE
II
 MEETING
OF STOCKHOLDERS
  Section
2.1. Place of
Meetings.  All meetings of stockholders will be held at the
registered office of the Corporation, or at such other place within or outside
of the State of Delaware as may be fixed from time to time by the
Board.
 
 Section
2.2. Annual Meetings.  An
annual meeting of the stockholders for the election of directors and the
transaction of such other business as may properly be brought before such
meeting shall be held at such time as shall be designated on an annual basis by
the Board and stated in the notice of meeting.
 
 Section
2.3. Special
Meetings.  Special meetings of stockholders may be called at
any time for any purpose or purposes by the Board or by the President, and must
be called by the President or the Secretary upon the written request of a
majority of the directors or upon the written request of the holders of at least
fifty percent (50%) of all the outstanding shares entitled to vote on the action
proposed to be taken. Each written request must state the time, place and
purpose or purposes of the proposed meeting. A special meeting of stockholders
called by the Board or the President, other than one required to be called by
reason of a written request of stockholders, may be cancelled by the Board at
any time not fewer than twenty-four (24) hours before the scheduled commencement
of the meeting.
 
 Section
2.4. Notice of
Meeting.Written notice of each annual or special meeting of
stockholders, stating the date, time and place of the meeting and the matters to
be voted upon at it, must be given in the manner set forth in Article VI of
these By-Laws not fewer than ten (10) nor more than sixty (60) days before the
date of the meeting, to each stockholder entitled to vote at the
meeting.
  
 
 Section
2.5. Quorum.Except as
otherwise required by law or the Certificate of Incorporation, as amended (the
“Certificate of Incorporation”), the presence in person or by proxy of at least
one-third (1/3) of the shares entitled to vote at a meeting of stockholders will
be necessary, and will constitute a quorum, for the transaction of business at
such meeting. If a quorum is not present or represented by proxy at any meeting
of stockholders, the holders of a majority of the shares entitled to vote at the
meeting who are present in person or represented by proxy may adjourn the
meeting from time to time until a quorum is present. An adjourned meeting may be
held later without notice other than announcement at the meeting, except that if
the adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, notice of the adjourned meeting
must be given in the manner set forth in Article VI to each stockholder of
record entitled to vote at the adjourned meeting.
 
 Section
2.6. Proxies.  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 him or her by proxy, but no such proxy
shall be voted or acted upon after three (3) years from its date, unless the
proxy provides for a longer period.
 
 Section
2.7. Voting.  When a
quorum is present at any meeting, and subject to the provisions of the General
Corporation Law of the State of Delaware (“Delaware Law”), the Certificate of
Incorporation or by these By-Laws in respect of the vote that shall be required
for a specified action, the vote of the holders of a majority of the shares
having voting power, present in person or represented by proxy, shall decide any
question brought before such meeting, unless the question is one upon which, by
express provision of Delaware Law or of the Certificate of Incorporation or of
these By-Laws, a different vote is required in which case such express provision
shall govern and control the decision of such question. Each stockholder shall
have one vote for each share of stock having voting power registered in his or
her name on the books of the Corporation, except as otherwise provided by law or
in the Certificate of Incorporation.
 
 Section
2.8. Majority
Consent.  Whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken for or in connection with any
corporate action by any provisions of Delaware Law or the Certificate of
Incorporation or these By-Laws, the meeting, notice of the meeting, and vote of
stockholders may be dispensed with if stockholders owning stock having not less
than the minimum number of votes which, by Delaware Law, the Certificate of
Incorporation or these By-Laws, is required to authorize such action at a
meeting at which all shares entitled to vote thereon were present and voted
shall consent in writing to such corporate action being taken; provided that
prompt notice of the taking of such action must be given to those stockholders
who have not consented in writing.
  2
  ARTICLE
III
 DIRECTORS
  Section
3.1. General Powers.  The
Board will manage the business of the Corporation, except as otherwise provided
by law, the Certificate of Incorporation or these By-Laws.
 
 Section
3.2. Number of
Directors.  The number of directors which will constitute the
entire Board will be such number as is determined by the Board from time to
time. Until further action by the Board, the number of directors which will
constitute the entire Board shall not be fewer than five (5).
 
 Section
3.3. Election of
Directors.Except as provided in Section 3.5, the directors
will be elected at each annual meeting of stockholders. Except as otherwise
provided by law, the Certificate of Incorporation, or these By-Laws, each
director elected will serve until the next succeeding annual meeting of
stockholders and until his or her successor is elected and
qualified.
 
 Section
3.4. Removal of
Directors.Any of the directors may be removed for cause by
vote of a majority of the Board. Any or all of the directors may be removed for
cause or without cause by vote of the holders of a majority of the outstanding
shares of each class of voting stock of the Corporation voting as a
class.
 
 Section
3.5.  Vacancies.If the
office of any director or directors becomes vacant by reason of death,
resignation, retirement, disqualification, removal from office, or otherwise, or
a new directorship is created, the
directors then in office or the holders of a plurality of shares issued
and outstanding and entitled to vote in elections of directors, shall choose a
successor or successors, or a director to fill a vacancy, including a vacancy
created by the newly created directorship, who shall hold office for the
unexpired term or until the next election of directors.
 
 Section
3.6. Books of the
Corporation.  The books of the Corporation, except as such as
are required by law to be kept within the State of Delaware, may be kept at such
place or places within or outside of the State of Delaware as the Board may from
time to time determine.
 
 Section
3.7. Compensation of
Directors.  The Board, by the affirmative vote of a majority of
the directors then in office, and irrespective of any personal interest of any
of its members, may establish reasonable compensation of any or all directors
for services to the Corporation as directors or officers or
otherwise.
 
 ARTICLE
IV
 MEETINGS
OF THE BOARD
  Section
4.1. Annual Meeting.The
first meeting of each newly elected Board will be held immediately following the
annual meeting of the stockholders. If the meeting is held at the place of the
meeting of stockholders, no notice of the meeting need be given to the newly
elected directors. If the first meeting is not held at that time and place, it
will be held at a time and place specified in a notice given in the manner
provided for notice of special meetings of the Board.
  3
  Section
4.2. Regular
Meetings.Regular meetings of the Board may be held upon such
notice, or without notice, at such times and at such places within or outside of
the State of Delaware, as is determined from time to time by the
Board.
 
 Section
4.3. Special
Meetings.Special meetings of the Board may be called by the
President, on at least two (2) days’ notice to each director and must be called
by the President or the Secretary on like notice at the written request of any
two (2) directors.
 
 Section
4.4. Notice of Board
Meetings.Whenever notice of a meeting of the Board is
required, the notice must be given in the manner set forth in Article VI of
these By-Laws and must state the place, date and hour of the meeting. Except as
provided by law, the Certificate of Incorporation, or other provisions of these
By-Laws, neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board need be specified in the notice or
waiver of notice of the meeting.
 
 Section
4.5. Quorum.  Except as
otherwise required by law or the Certificate of Incorporation or other
provisions of these By-Laws, a majority of the directors in office, but in no
event fewer than one-third (1/3) of the entire Board, will constitute a quorum
for the transaction of business, and the vote of a majority of the directors
present at any meeting at which a quorum is present will be the act of the
Board. If a quorum is not present at any meeting of directors, a majority of the
directors present at the meeting may adjourn the meeting from time to time,
without notice of the adjourned meeting other than announcement at the meeting.
To the extent permitted by law, a director participating in a meeting by
conference telephone or similar communications equipment by which all persons
participating in the meeting can hear each other will be deemed present in
person at the meeting and all acts taken by him or her during his or her
participation will be deemed taken at the meeting.
 
 Section
4.6. Action Without
Meeting.Any action required or permitted to be taken at any
meeting of the Board or any committee thereof may be taken without a meeting, if
a written consent to such action is signed by all members of the Board or of
such committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board.
  ARTICLE
V
 COMMITTEES
  Section
5.1. Board
Committees.  The Board may designate from among its members an
Executive Committee and other committees, each consisting of two or more
directors, and may also designate one or more of its members to serve as
alternates on these committees. To the extent permitted by law, the Executive
Committee will have all the authority of the Board, except as the Board
otherwise provides, and other committees will have such authority as the Board
grants them. The Board will have power at any time to change the membership of
any committees, to fill vacancies in their membership and to discharge any
committees. All resolutions establishing or discharging committees, designating
or changing members of committees, or granting or limiting authority of
committees, may be adopted only by the affirmative vote of a majority of the
entire Board.
  4
 Section
5.2. Committee
Minutes.  Each committee must keep regular minutes of its
proceedings and report to the Board as and when the Board requires. Unless the
Board otherwise provides, a majority of the members of any committee may
determine its actions and the procedures to be followed at its meetings (which
may include a procedure for participating in meetings by conference telephone or
similar communications equipment by which all persons participating in the
meeting can hear each other), and may fix the time and place of its
meetings.
 
 Section
5.3. Action Without
Meeting.  Any action of a committee may be taken without a
meeting if written consent to the action signed by all the members of the
committee is filed with the minutes of the committee.
 
 ARTICLE
VI
 NOTICES
  Section
6.1. Notice to a
Stockholder.Any notice to a stockholder may be given
personally or by mail. If mailed, a notice will be deemed given when deposited
in the United States mail, postage prepaid, directed to the stockholder at his
or her address as it appears on the records of stockholders.
 
 Section
6.2. Notice to a
Director.  Any notice to a director may be given personally, by
telephone or by mail, facsimile transmission, telex, telegram, cable or similar
instrumentality. A notice will be deemed given when actually given in person or
by telephone, when received if given by facsimile transmission or telex, on the
third (3rd) business day after the day when deposited in the United States mail,
postage prepaid, or on the day when delivered to a cable or similar
communications company, directed to the director at his or her business address
or at such other address as the director may have designated to the Secretary in
writing as the address to which notices should be sent.
 
 Section
6.3. Waiver of
Notice.  Any person may waive notice of any meeting by signing
a written waiver, whether before or after the meeting. In addition, attendance
at a meeting will be deemed a waiver of notice unless the person attends for the
purpose, expressed to the meeting at its commencement, of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.
 
 ARTICLE
VII
 OFFICERS
  Section
7.1. Offices.  The
officers of the Corporation will be a President, a Chief Executive Officer, a
Chief Financial Officer or Treasurer, and a Secretary, and the Board may also
elect a Chairman of the Board, a Vice Chairman of the Board, one or more Vice
Presidents (one or more of whom may be designated an Executive Vice President or
a Senior Vice President), and such other officers as it may from time to time
deem advisable. Any two or more offices, may be held by the same person. No
officer except the Chairman of the Board need be a director of the
Corporation.
  5
  Section
7.2. Election of
Officers.  Each officer will be elected by the Board and will
hold office for such term, if any, as the Board shall determine. Any officer may
be removed at any time, either with or without cause, by the vote of a majority
of the entire Board.
 
 Section
7.3. Compensation of
Officers.  The compensation of officers will be fixed by the
Board or in such manner as it may provide.
 
 Section
7.4. Chairman of the
Board.  The Chairman of the Board, if any, shall preside at all
meetings of the stockholders and of the Board and shall have such other duties
as from time to time may be assigned to him or her by the Board.
 
 Section
7.5. President.  The
President will have general charge of management of the business and affairs of
the Corporation, subject to the control of the Board, and will see that all
orders and resolutions of the Board are carried into effect. The President will
preside over any meeting of the stockholders or the Board at which neither the
Chairman of the Board nor a Vice Chairman of the Board is present.
 
 Section
7.6. Other Officers.  The
officers of the Corporation, other than the Chairman of the Board and the
President, will have such powers and perform such duties in the management of
the property and affairs of the Corporation, subject to the control of the Board
and the President, as generally pertain to their respective offices, as well as
such powers and duties as from time to time may be prescribed by the
Board.
 
 Section
7.7. Removal of
Officers.  Any officer of the Corporation may be removed from
office, with or without cause, by a vote of a majority of the
Board.
 
 ARTICLE
VIII
 CERTIFICATES
FOR SHARES
  Section
8.1. Share
Certificates.  The shares of stock of the Corporation will be
represented by certificates, in such form as the Board may from time to time
prescribe, signed by the President and by the Chief Financial Officer or the
Secretary.
 
 Section
8.2. Signatures.Any or
all signatures upon a certificate may be a facsimile. Even if an officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate ceases to be that officer, transfer agent or registrar
before the certificate is issued, that certificate may be issued by the
Corporation with the same effect as if he, she or it were that officer, transfer
agent or registrar at the date of issue.
  6
  Section
8.3. Replacement of
Certificate.  The Board may direct that a new certificate be
issued in place of any certificate issued by the Corporation which is alleged to
have been lost, stolen or destroyed. When doing so, the Board may prescribe such
terms and conditions precedent to the issuance of the new certificate as it
deems expedient, and may require a bond sufficient to indemnify the Corporation
against any claim that may be made against it with regard to the allegedly lost,
stolen or destroyed certificate or the issuance of the new
certificate.
 
 Section
8.4. New
Certificate.  The Corporation or a transfer agent of the
Corporation, upon surrender to it of a certificate representing shares, duly
endorsed or accompanied by proper evidence of lawful succession, assignment or
authority to transfer, shall issue a new certificate to the person entitled to
it, and shall cancel the old certificate and record the transaction upon the
books of the Corporation.
 
 Section
8.5. Record Date.  The
Board may fix in advance a date as the record date for determination of the
stockholders entitled to notice of or to vote at any meeting of stockholders, or
to express consent to, or dissent from, any proposal without a meeting, or to
receive payment of any dividend or allotment of any rights, or to take or be the
subject of any other action. That date must be not fewer than ten (10) nor more
than sixty (60) days before the date of the meeting, nor more than sixty days
(60) prior to any other action. If no record date is fixed, the record date will
be as provided by law. A determination of stock holders entitled to notice of or
to vote at any meeting of stockholders which has been made as provided in this
Section will apply to any adjournment of the meeting, unless the Board fixes a
new record date for the adjourned meeting.
 
 Section
8.6. Stockholders of
Record.  The Corporation will for all purposes be entitled to
treat a person registered on its books as the owner of shares as the owner of
those shares, with the exclusive right, among other things, to receive dividends
and to vote with regard to those shares, and the Corporation will not be bound
to recognize any equitable or other claim to or interest in shares of its stock
on the part of any other person, whether or not the Corporation has notice of
the claim or interest of the other person, except as otherwise provided by
Delaware Law.
 
 ARTICLE
IX
 INDEMNIFICATION
  Section
9.1. Indemnification.  The
Corporation shall indemnify any person who was or is made 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 or she, or a person of whom he or she is the legal representative,
is or was a director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by Delaware law as the same now or may hereafter exist (but, in the
case of any change, only to the extent that such change authorizes the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such change) against all costs, charges,
expenses, liabilities and losses (including reasonable attorneys’ fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement) actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person 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 the 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 the person reasonably believed to be in or not opposed to the best
interests of the Corporation, or, with respect to any criminal action or
proceeding, had reasonable cause to believe that the conduct was
unlawful.
  7
  Section
9.2. Indemnification for Derivative
Actions.The Corporation shall indemnify any person who was or
is made 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, or a person of whom
he or she is the legal representative, is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by Delaware Law as the same now or
may hereafter exist (but, in the case of any change, only to the extent that
such change authorizes the Corporation to provide broader indemnification rights
than said law permitted the Corporation to provide prior to such change) against
all costs, charges, expenses, liabilities and losses (including reasonable
attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) actually and reasonably incurred by him or her
in connection with the defense or settlement of such action, suit or proceeding
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue or manner as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or such suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem
proper.
 
 Section
9.3. Indemnification Against
Expenses.  The right to indemnification conferred in this
Section shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition upon receipt by the Corporation of an undertaking, by or
on behalf of such director or officer, to repay all amounts so advanced if it
shall ultimately be determined that the director or officer is not entitled to
be indemnified under this Section or otherwise. The Corporation may, by action
of its Board, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers. 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 9.1 and 9.2, or in defense of
any claim, issue or matter therein, the person shall be indemnified against
expenses (including attorneys’ fees) actually and reasonable incurred by the
person in connection therewith. If a claim under this Section is not paid in
full by the Corporation within thirty (30) days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall also be entitled to be paid
the expense of prosecuting such claim. It shall be a defense to any action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking has been tendered to the Corporation) that the claimant has failed
to meet a standard of conduct which makes it permissible under Delaware Law for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is permissible in the circumstances
because he or she has met such standard of conduct, nor an actual determination
by the Corporation (including its Board, independent legal counsel, or its
stockholders) that the claimant has not met such standard of conduct, nor the
termination of any proceeding by judgment, order, settlement, conviction or upon
a plea of nolo contendere or its equivalent, shall be a defense to the action or
create a presumption that the claimant has failed to meet the required standard
of conduct.
  8
  Section
9.4. Determination to
Indemnify.  Any indemnification under Sections 9.1 and 9.2
(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 or she has
met the applicable standard of conduct set forth in Section 9.1 or 9.2. Such
determination shall be made (1) by the Board by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (2) if such a quorum is not obtainable, or, even if obtainable and a quorum
of disinterested directors so directs, by independent legal counsel (compensated
by the Corporation) in a written opinion, or (3) by the
stockholders.
 
 Section
9.5. Advancement of
Expenses.  Expenses incurred by an officer, director, employee
or agent in defending a civil, criminal, administrative or investigative action,
suit or proceeding, or threat thereof, may be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount if it shall ultimately be determined that the person is not entitled
to be indemnified by the Corporation as authorized in this Article. To the
extent that any director, officer, employee or agent of the Corporation is by
reason of such position, or a position with another entity at the request of the
Corporation, a witness in any proceeding, he or she shall be indemnified against
all costs and expenses actually and reasonably incurred by him or her or on his
or her behalf in connection therewith.
  9
  Section
9.6. Non-Exclusivity.  The
indemnification and advancement of expenses provided by, or granted pursuant to,
the other Sections of this Article shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any agreement, vote of stockholders 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.
 
 Section
9.7. Former Directors, Officers, Employees
and Agents.The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article shall, unless otherwise
provided when authorized or ratified, 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
9.8. Insurance.  The
Corporation may 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 the person and incurred by him
or her in any such capacity, or arising out of the person’s status as such,
whether or not the Corporation would have the power to indemnify him or her
against such liability under the provisions of this Article or Delaware
Law.
 
 Section
9.9. Scope of
Article.  References in this Article to “the Corporation” will
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers and employees or agents so that
any person who is or was a director, office, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, will stand in the same
position under the provisions of this Article with respect to the resulting or
surviving corporation as he or she would have with respect to the constituent
corporation if its separate existence had continued.
 
 Section
9.10. Amendment.  Any
amendment, repeal or modification of any provision of this Section by the
stockholders or the directors of the Corporation shall not adversely affect any
right or protection of a director or officer of the Corporation existing at the
time of such amendment, repeal or modification.
 
 10
  ARTICLE
X
 GENERAL
PROVISIONS
  Section
10.1. Corporate Seal.  The
corporate seal will have inscribed on it the name of the Corporation, the year
of its creation, the words “CORPORATE SEAL DELAWARE,” and such other appropriate
legend as the Board may from time to time determine. Unless prohibited by the
Board, a facsimile of the corporate seal may be affixed or reproduced in lieu of
the corporate seal itself.
  Section
10.2. Fiscal Year.  The
fiscal year of the Corporation will end on the 31st day of December of each
year.
  Section
10.3. Depositories.  The
Board or an officer designated by the Board shall appoint banks, trust companies
or other depositories in which shall be deposited from time to time the money or
securities of the Corporation.
  Section
10.4. Checks, Drafts and
Notes.  All checks, drafts or other orders for the payment of
money and all notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer or officers or agent or agents as
shall from time to time be designated by resolution of the Board or by an
officer appointed by the Board.
  Section
10.5. Contracts and Other
Instruments.  The Board may authorize any officer, agent or
agents to enter into any contract or execute and deliver any instrument in the
name and on behalf of the Corporation and such authority may be general or
confined to specific instances.
  ARTICLE
XI
 AMENDMENTS
  Section
11.1. Amendment
Procedure.  The Board, by the affirmative vote of a majority of
the whole Board, may adopt, amend or repeal these By-Laws at any meeting.
By-Laws made by the Board of Directors may be altered or repealed by the
stockholders.
  11