Exhibit 3.1






BYLAWS
 OF
 OCTUS,
INC.,
 A
NEVADA CORPORATION
 
 
 These
bylaws are subject to, and governed by, the Nevada Revised Statutes 78 and the
articles of incorporation of OCUuS, Inc. (the "Corporation").  In
the event of a direct conflict between the provisions of these bylaws and the
mandatory provisions of the Nevada Revised Statutes 78 (“NRS 78”)
or the provisions of the articles of incorporation of the Corporation (the
“Articles”),
such provisions of NRS 78 or the Articles, as the case may be, will be
controlling.
 
 ARTICLE 1
 
 CORPORATE
OFFICES
 
 1.1Principal
Office.The principal
office of the Corporation shall be located at such place, either within or
outside of the State of Nevada, as the Board of Directors of the Corporation
(the “Board
of Directors”) may determine.
 
 1.2Other
Offices.The Corporation
may also have offices at such other places, both within and without the State of
Nevada, as the board of directors may from time to time determine or the
business of the Corporation may require.
 
 ARTICLE 2
 
 STOCKHOLDERS’
MEETINGS
 
 All
meetings of stockholders shall be held either at the principal office of the
Corporation or at any other place within or without the State of Nevada or the
United States as the Board of Directors or any person authorized to call such
meeting or meetings may designate.
 
 ARTICLE 3
 
 ANNUAL
MEETINGS
 
 The
annual meeting of the stockholders of the Corporation shall be held at such date
and time as designated from time to time by the Board of
Directors.  At the annual meeting, directors shall be elected and any
other business may be transacted as may be properly brought before the
meeting.
 
 ARTICLE 4
 
 SPECIAL
MEETINGS
 
 Except as
otherwise provided by law, special meetings of the stockholders of this
Corporation shall be held whenever called by the president of the Corporation,
by a majority of the Board of Directors or by one or more stockholders holding
shares in the aggregate entitled to cast not less than 10% of the votes at that
meeting.  At any time or times that the Corporation is subject to
Section 2115(b) of the California General Corporation Law (“CGCL”),
stockholders holding ten percent (10%) or more of the outstanding shares shall
have the right to call a special meeting of stockholders as set forth
herein.  If any person(s) other than the Board of Directors call a
special meeting, the request shall:
 
 (a)           be
in writing;
 
 (b)          specify
the time of such meeting and the nature of the business proposed to be
transacted; and
 
 (c)           be
delivered personally or sent by registered mail or facsimile transmission to the
chief executive officer, the president (in the absence of a chief executive
officer) or the secretary of the Corporation.
 
 The
officer(s) receiving the request shall cause notice to be promptly given to the
stockholders entitled to vote at such meeting, in accordance with the provisions
of Article 5 below.
  1
 
 ARTICLE 5
 
 NOTICE
 
 5.1           Notice Of
Stockholders’ Meetings.The president,
chief executive officer, if any, a vice president, the secretary, an assistant
secretary or any other individual designated by the Board of Directors shall
sign and deliver or cause to be delivered to the stockholders written notice of
any stockholders’ meeting not less than ten (10) days, but not more than sixty
(60) days, before the date of such meeting.  The notice shall state
the purpose or purposes for which the meeting is called, the time when and
place, which can be within or without the State of Nevada, where the meeting is
to be held and the means of electronic communication(s), if any, by which the
stockholders or the proxies thereof shall be deemed to be present in person and
vote.  The notice shall contain or be accompanied by such additional
information as may be required by NRS 78.379, 92A.120 or
92A.410.
  In
the case of an annual meeting, subject to Section 6.3 below, any proper business
may be presented for action, except that (a) if a proposed plan of merger,
conversion or exchange is submitted to a vote, the notice of the meeting must
state that the purpose, or one of the purposes, of the meeting is to consider
the plan of merger, conversion or exchange and must contain or be accompanied by
a copy or summary of the plan and (b) if a proposed action creating dissenters’
rights is to be submitted to a vote, the notice of the meeting must state that
the stockholders are or may be entitled to assert dissenters’ rights under NRS
92A.300 to 92A.500, inclusive, and be accompanied by a copy of those
sections.
 
 A copy of
the notice shall be (i) personally delivered or (ii) mailed postage prepaid to
each stockholder of record entitled to vote at the meeting at the address
appearing on the records of the Corporation, unless he, she or it shall have
filed with the secretary of the Corporation a written request that notice
intended for him, her or it be mailed to some other address, in which case it
shall be delivered to the address designated in such request.  Upon
mailing, service of the notice is complete, and the time of the notice begins to
run from the date upon which the notice is deposited in the mail.  If
the address of any stockholder does not appear upon the records of the
Corporation or is incomplete, it will be sufficient to address any notice to
such stockholder at the registered office of the
Corporation.  Notwithstanding the foregoing and in addition thereto,
any notice to stockholders given by the Corporation pursuant to Chapters 78 or
92A of the NRS, the Articles of the Corporation, as amended from time to time,
or these Bylaws, may be given pursuant to the forms of electronic transmission
listed herein provided such forms of transmission are consented to in writing by
the stockholder receiving such electronically transmitted notice and such
consent is filed by the secretary of the Corporation in the corporate
records.  Electronic notice as contemplated herein shall be deemed
given (1) by facsimile when directed to a number consented to by the stockholder
to receive notice, (2) by electronic mail when directed to an e-mail address
consented to by the stockholder to receive notice, (3) by posting on an
electronic network together with a separate notice to the stockholder of the
specific posting on the later of the specific posting or the giving of the
separate notice or (4) any other electronic transmission as consented by and
when directed to the stockholder.  The stockholder consent necessary
to permit electronic transmission of notice to such stockholder shall be deemed
revoked and of no force and effect if (A) the Corporation is unable to deliver
by electronic transmission two consecutive notices given by the Corporation in
accordance with the stockholder’s consent and (B) the inability to deliver by
electronic transmission becomes known to the secretary, assistant secretary,
transfer agent or other agent of the Corporation responsible for the giving of
notice.
 
 The
written certificate or affidavit of the individual signing a notice of a
meeting, setting forth the substance of the notice or having a copy thereof
attached thereto, the date the notice was mailed or personally delivered to the
stockholders and the addresses to which the notice was mailed, shall be prima
facie evidence of the manner and fact of giving such notice.  In
addition, in the absence of fraud, an affidavit of the individual signing a
notice of a meeting that the notice thereof has been given by a form of
electronic transmission is prima facie evidence of the facts stated in the
certificate or affidavit.
 
 5.2           Telephonic
Meetings.Stockholders may
participate in a meeting of the stockholders by means of a telephone conference
network, or a similar communications method by which all persons participating
in the meeting can hear each other. Participation in a meeting pursuant to this
subsection constitutes presence in person at such meeting.
 
 ARTICLE 6
 
 WAIVER;
CONSENT; RATIFICATION
 
 6.1           Waiver Of
Notice.  Whenever any notice whatsoever is required to be given
by these Bylaws, or the Articles, or the NRS, a waiver thereof in a signed
writing or by transmission of an electronic record by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
 
 6.2Action By
Written Consent Of Stockholders In Lieu Of Meeting.  Any action which,
pursuant to applicable provisions of law, may be taken or ratified at a meeting
if authorized in writing by stockholders, may be taken or ratified without a
meeting if authorized in writing by shareholders holding percentage of the
voting power required by law for taking the action by written consent and the
written consent is filed with the Secretary.
 
 6.3Ratification
And Approval Of Actions At Special Meetings.  Whenever all
persons entitled to vote at any meeting, whether of directors or stockholders,
consent, either by a writing on the record of the meeting or filed with the
secretary, or presence at such meeting and oral consent entered on the minutes,
or taking part in the deliberations at such meeting without objection, the
doings of such meeting shall be valid as if such meeting was regularly called
and noticed. At such meeting any business may be transacted which is not
excepted from the written consent or to the consideration of which no objection
for want of notice is made at the time.
  2
 
 If any
meeting be irregular for want of notice or of consent, provided a quorum was
present at such meeting, the proceedings of the meeting may be ratified and
approved and rendered likewise valid and the irregularity or defect therein
waived by a writing signed by all parties having the right to vote at such
meeting. Such consent or approval of stockholders or creditors may be by proxy
or power of attorney, but all such proxies and powers of attorney must be in
writing.
 
 ARTICLE 7
 
 QUORUM
OF STOCKHOLDERS; ADJOURNED MEETINGS
 
 Except as
hereinafter provided or otherwise provided by the Articles or by law, at any
meeting of the stockholders, stockholders holding at least a majority of the
voting power of the Corporation’s capital stock, represented in person or by
proxy (regardless of whether the proxy has authority to vote on all matters),
shall constitute a quorum. If, on any issue, voting by classes or series is
required by the NRS, the Articles or these Bylaws, at least a majority of the
voting power, represented in person or by proxy (regardless of whether the proxy
has authority to vote on all matters), within each such class or series is
necessary to constitute a quorum of each such class or series.
 
 If a
quorum is not represented, a majority of the voting power represented or the
person presiding at the meeting may adjourn the meeting from time to time until
a quorum shall be represented.  At any such adjourned meeting at which
a quorum shall be represented, any business may be transacted which might have
been transacted as originally called.  When a stockholders’ meeting is
adjourned to another time or place hereunder, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken.  However, if a new record date is
fixed for the adjourned meeting, notice of the adjourned meeting must be given
to each stockholder of record as of the new record date.  The
stockholders present at a duly convened meeting at which a quorum is present may
continue to transact business until adjournment, notwithstanding the departure
of enough stockholders to leave less than a quorum.
 
 ARTICLE 8
 
 VOTING
 
 Unless
otherwise provided in the NRS or the Articles,each stockholder of
record, or such stockholder’s duly authorized proxy, shall be entitled to one
vote for each share of voting stock standing registered in such stockholder’s
name at the close of business on the record date.
 
 Except as
otherwise provided in these Bylaws, all votes with respect to shares standing in
the name of an individual at the close of business on the record date (including
pledged shares) shall be cast only by that individual or such individual’s duly
authorized proxy.  With respect to shares held by a representative of
the estate of a deceased stockholder, or a guardian, conservator, custodian or
trustee, even though the shares do not stand in the name of such holder, votes
may be cast by such holder upon proof of such representative
capacity.  In the case of shares under the control of a receiver, the
receiver may cast votes carried by such shares even though the shares do not
stand of record in the name of the receiver; provided, that the order of a court
of competent jurisdiction which appoints the receiver contains the authority to
cast votes carried by such shares.  If shares stand of record in the
name of a minor, votes may be cast by the duly appointed guardian of the estate
of such minor only if such guardian has provided the Corporation with written
proof of such appointment.
 
 With
respect to shares standing of record in the name of another corporation,
partnership, limited liability company or other legal entity on the record date,
votes may be cast: (i) in the case of a corporation, by such individual as the
bylaws of such other corporation prescribe, by such individual as may be
appointed by resolution of the board of directors of such other corporation or
by such individual (including, without limitation, the officer making the
authorization) authorized in writing to do so by the chairman of the board, if
any, president, chief executive officer, if any, or any vice president of such
corporation and (ii) in the case of a partnership, limited liability company or
other legal entity, by an individual representing such stockholder upon
presentation to the corporation of satisfactory evidence of his or her authority
to do so.
 
 Notwithstanding
anything to the contrary contained herein and except for the Corporation’s
shares held in a fiduciary capacity, the Corporation shall not vote, directly or
indirectly, shares of its own stock owned by it and such shares shall not be
counted in determining the total number of outstanding shares entitled to
vote.
  3
 
 Any
holder of shares entitled to vote on any matter may cast a portion of the votes
in favor of such matter and refrain from casting the remaining votes or cast the
same against the proposal, except in the case of elections of
directors.  If such holder entitled to vote does vote any of such
stockholder’s shares affirmatively and fails to specify the number of
affirmative votes, it will be conclusively presumed that the holder is casting
affirmative votes with respect to all shares held.
 
 No
stockholder entitled to vote at an election for directors may cumulate votes to
which such stockholder is entitled, unless, at the time of such election, the
Corporation is subject to Section 2115(b) of the CGCL.  During
such time or times that the Corporation is subject to Section 2115(b) of
the CGCL, every stockholder entitled to vote at an election for directors may
cumulate such stockholder’s votes and give one candidate a number of votes equal
to the number of directors to be elected multiplied by the number of votes to
which such stockholder’s shares are otherwise entitled, or distribute the
stockholder’s votes on the same principle among as many candidates as such
stockholder thinks fit.  No stockholder, however, shall be entitled to
so cumulate such stockholder’s votes unless (i) the names of such candidate or
candidates have been placed in nomination prior to the voting and (ii) the
stockholder has given notice at the meeting, prior to the voting, of such
stockholder’s intention to cumulate such stockholder’s votes.  If any
stockholder has given proper notice to cumulate votes, all stockholders may
cumulate their votes for any candidates who have been properly placed in
nomination.  Under cumulative voting, the candidates receiving the
highest number of votes, up to the number of directors to be elected, are
elected.
 
 With
respect to shares standing of record in the name of two or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, husband
and wife as community property, tenants by the entirety, voting trustees or
otherwise and shares held by two or more persons (including proxy holders)
having the same fiduciary relationship in respect to the same shares, votes may
be cast in the following manner:
 
 (a)         If
only one person votes, the vote of such person binds all.
 
 (b)         If
more than one person casts votes, the act of the majority so voting binds
all.
 
 (c)         If
more than one person casts votes, but the vote is evenly split on a particular
matter, the votes shall be deemed cast proportionately, as split.
 
 If a
quorum is present, unless the Articles, these Bylaws, the NRS or other
applicable law provide for a different proportion, action by the stockholders
entitled to vote on a matter, other than the election of directors, is approved
by and is the act of the stockholders if the number of votes cast in favor of
the action exceeds the number of votes cast in opposition to the action, unless
voting by classes or series is required for any action of the stockholders by
the NRS, the Articles or these Bylaws, in which case the number of votes cast in
favor of the action by the voting power of each such class or series must exceed
the number of votes cast in opposition to the action by the voting power of each
such class or series.  If a quorum is present, directors shall be
elected by a plurality of the votes cast.
 
 ARTICLE 9
 
 PROXIES
 
 Stockholders
of record may vote at any meeting or to express consent or dissent to corporate
action in writing without a meeting either in person or by proxy or proxies
appointed by a signed and executed instrument in writing, or by telegram,
cablegram, or other means of electronic transmission or copy thereof, provided
that the validity of such transmission can be determined by reference to
information set forth thereon. Such instrument or transmission shall be filed
with the secretary of the meeting before being voted. In the event that any such
instrument or transmission shall designate two or more persons to act as
proxies, a majority of such persons present at the meeting or signing such
written consent, or, if only one shall be present or have signed such written
consent, then that one, shall have and may exercise all of the powers conferred
by such instrument or transmission upon all of the persons so designated unless
such instrument or transmission shall otherwise provide.
 
 No proxy
shall be valid after the expiration of six (6) months from the date of its
execution unless coupled with an interest, or unless the person executing it
specifies therein the length of time for which it is to continue in force, which
in no case shall exceed seven (7) years from the date of its execution. Subject
to the above, any proxy duly executed is not revoked and continues in full force
and effect until an instrument revoking it or a duly executed proxy bearing a
later date is filed with the secretary of the Corporation.
 
 ARTICLE 10
 
 BOARD
OF DIRECTORS
 
 The Board
of Directors shall be elected at the annual meeting of the stockholders or at
any meeting held in place thereof as provided by these Bylaws and by applicable
law.  Subject to any provisions in the Articles concerning the
authorized number of directors, the initial number of directors that shall
constitute the whole Board of Directors shall be three (3), and thereafter the
number of directors that shall constitute the whole Board of Directors shall be
determined by resolution of the Board of Directors from time to
time.  The Board of Directors may, from time to time, by resolution
adopted, increase or decrease the number of the directors that shall constitute
the whole Board of Directors, provided that no such reduction of the authorized
number of directors shall have the effect of removing any director before that
director’s term of office expires.
  4
 
 Each
director shall serve until the next annual meeting of the stockholders and until
his or her successor is duly elected and qualified. Except as otherwise required
by the Articles or by resolution adopted by the Board of Directors, directors
need not be stockholders of the Corporation.  Directors shall be over
the age of eighteen (18).
 
 ARTICLE 11
 
 POWERS
OF DIRECTORS
 
 In the
management and control of the property, business, and affairs of the
Corporation, the Board of Directors is hereby vested with all the powers
possessed by the Corporation itself, so far as this delegation of authority is
not inconsistent with the NRS, with the Articles, or with these Bylaws. The
Board of Directors may fix the compensation of directors for services in any
capacity.
 
 ARTICLE 12
 
 BOARD
OF DIRECTORS MEETINGS AND CONSENTS
 
 12.1Meetings.Regular meetings
of the Board of Directors shall be held at such places and at such times as the
Board of Directors by vote may, from time to time, determine, and if so
determined no notice thereof need be given. Special meetings of the Board of
Directors may be held at any time or place, whenever called by the president, a
vice-president, the treasurer, the secretary, an assistant secretary or two
directors, notice thereof being given to each director by the secretary or an
assistant secretary or an officer calling the meeting, or at any time without
formal notice provided all the directors are present or those not present shall
waive or have waived notice thereof. Notice of special meetings, stating the
time and place thereof, shall be given by mailing the same to each director at
his or her residence or business address at least four (4) days before the
meeting, or by delivering the same to him or her personally or telephoning or
transmitting by facsimile the same to him or her at his or her residence or
business address not later than forty-eight (48) hours before the time at which
the meeting is to be held, unless, in case of emergency, the chairman of the
Board of Directors or the president shall prescribe a shorter notice
period.
 
 12.2Telephonic/Electronic
Meetings.Members of the
Board of Directors, or of any committee designated by the Board of Directors,
may participate in a meeting of the Board of Directors or committee by means of
a telephone conference network, or a similar communications method by which all
persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this subsection constitutes presence in person at such
meeting.
 
 12.3         Consent
To Action.Any action
required or permitted to be taken at any meeting of the Board of Directors or
committee may be taken without a meeting if, before or after such action, a
written consent thereto is signed by all members of the Board of Directors or
committee.  Such unanimous written consent shall be filed with the
minutes of the proceedings of the Board of Directors or
committee.
 
 ARTICLE 13
 
 QUORUM
OF DIRECTORS
 
 Unless
the Articles or these Bylaws provide for a different proportion, a majority of
members of the Board of Directors, at a meeting duly assembled, shall constitute
a quorum for the transaction of business. When a quorum is present at any
meeting, the act of directors holding a majority of the voting power of the
directors present shall be the act of the Board of Directors.
 
 ARTICLE 14
 
 LIMITATIONS
OF POWER
 
 The
enumeration of the powers and duties of the Board of Directors in these Bylaws
shall not be construed to exclude all or any powers and duties, except insofar
as the same are expressly prohibited or restricted by the provisions of these
Bylaws or the Articles.  The Board of Directors may exercise all other
powers and perform all such duties as may be granted by the NRS and as do not
conflict with the provisions of these Bylaws or the Articles.
  5
 
 ARTICLE 15
 
 COMMITTEES
 
 15.1Committees
Of Directors.The Board of
Directors may, by resolution passed by a majority of the Board of Directors,
designate one or more committees, each committee to consist of one or more of
the directors of the Corporation.  The Board of Directors 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 a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he, she or they 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.  Subject to applicable law and to the extent provided in the
resolution of the Board of Directors, any such committee shall have and may
exercise all the powers of the Board of Directors in the management of the
business and affairs of the Corporation.  Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors.
 
 15.2Committee
Minutes.Each committee
shall keep regular minutes of its meetings and report the same to the Board of
Directors when required.
 
 15.3Meetings
And Action of Committees.Meetings and
actions of committees shall be governed by, and held and taken in accordance
with, the provisions of these Bylaws applicable to the full Board of Directors,
with such changes in the context of those Bylaws as are necessary to substitute
the committee and its members for the Board of Directors and its members;
provided, however, that (a) the time of regular meetings of committees may be
determined either by resolution of the Board of Directors or by resolution of
the committee and (b) special meetings of committees may also be called by
resolution of the Board of Directors and that notice of special meetings of
committees shall also be given to all alternate members, who shall have the
right to attend all meetings of the committee.  The Board of Directors
may adopt rules not inconsistent with the provisions of these Bylaws for the
government of any committee.
 
 ARTICLE 16
 
 OFFICERS
 
 The
officers of the Corporation shall include, without limitation, a president, a
secretary, and a treasurer.  The Board of Directors, in its
discretion, may appoint a chairman of the board, who, when present, shall
preside at all meetings of the Board of Directors, and who shall have such other
powers as the Board of Directors shall prescribe.
 
 The
officers of the Corporation shall be appointed by the Board of Directors after
its election by the stockholders, and a meeting may be held without notice for
this purpose immediately after the annual meeting of the stockholders and at the
same place.  Any person may hold two or more offices at
once.
 
 ARTICLE 17
 
 ELIGIBILITY
OF OFFICERS
 
 Except as
otherwise required by the Articles or by resolution adopted by the Board of
Directors, the president, secretary, treasurer, and such other officers as may
be appointed need not be stockholders or directors of the
Corporation.  Any person may hold more than one office, provided the
duties thereof can be consistently performed by the same person.
 
 ARTICLE 18
 
 ADDITIONAL
OFFICERS AND AGENTS
 
 The Board
of Directors, at its discretion, may appoint a chief executive officer, chief
operating officer, chief financial officer, one or more vice presidents,
assistant secretaries, assistant treasurers, and such other officers or agents
as it may deem advisable, and prescribe the duties thereof.
 
 ARTICLE 19
 
 CHIEF
EXECUTIVE OFFICER
 
 Notwithstanding
the generality of the foregoing, the chief executive officer, if any, shall be
the senior executive officer of the Corporation and, when present, shall preside
at all meetings of the stockholders and, unless a chairman of the board has been
appointed and is present, shall preside at meetings of the Board of
Directors.  The chief executive officer, if any, and any other persons
authorized by the Board of Directors, shall sign all certificates of stock,
bonds, deeds, mortgages, extension agreements, modification of mortgage
agreements, leases and contracts of the Corporation.  The chief
executive officer, if any, shall perform all of the duties commonly incident to
his or her office and shall perform such other duties as the Board of Directors
shall designate.
  6
 
 ARTICLE 20
 
 PRESIDENT
 
 Notwithstanding
the generality of the foregoing, in the absence of a chief executive officer,
the president shall be the senior executive officer of the
Corporation.  The president shall report to the chief executive
officer or, if no chief executive officer has been appointed, to the Board of
Directors and shall have such duties as may be assigned by the chief executive
officer or by the Board of Directors.  The president shall perform all
of the duties commonly incident to his or her office and shall perform such
other duties as the Board of Directors shall designate.  In the
absence of a chief executive officer, the president shall preside at all
meetings of the stockholders and, unless a chairman of the board has been
appointed and is present, shall preside at meetings of the Board of
Directors.
 
 ARTICLE 21
 
 CHIEF
OPERATING OFFICER
 
 The chief
operating officer, if any, shall report to the chief executive officer or, if no
chief executive officer has been appointed, to the president and shall have such
duties as may be assigned by the chief executive officer or by the
president.  The chief operating officer, if any, shall perform all of
the duties commonly incident to his or her office and shall perform such other
duties as the Board of Directors shall designate.
 
 ARTICLE 22
 
 CHIEF
FINANCIAL OFFICER
 
 The chief
financial officer, if any, shall keep and maintain, or cause to be kept and
maintained, adequate and correct books and records of accounts of the properties
and business transactions of the Corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained earnings,
and shares.  He or she shall perform all of the duties commonly
incident to his or her office and such other duties as the Board of Directors
shall designate.  The books of account shall at all reasonable times
be open to inspection by any director.
 
 ARTICLE 23
 
 SECRETARY
 
 The
secretary shall keep accurate minutes of all meetings of the stockholders and
the Board of Directors, and shall perform all the duties commonly incident to
his or her office, and shall perform such other duties and have such other
powers as the Board of Directors shall designate.  The secretary shall
have power, together with the chief executive officer, if any, the president,
and any vice president, to sign certificates of stock of the
Corporation.  In his or her absence at the meeting an assistant
secretary or a secretary pro tempore shall perform his or her
duties.
 
 ARTICLE 24
 
 TREASURER
 
 The
treasurer, subject to the order of the Board of Directors, shall have the care
and custody of the money, funds, valuable papers, and documents of the
Corporation (other than his or her own bond, if any, which shall be in the
custody of the president), and shall have and exercise, under the supervision of
the Board of Directors, all the powers and duties commonly incident to his or
her office, and shall give bond in such form and with such sureties as shall be
required by the Board of Directors.  He or she shall deposit all funds
of the Corporation in such bank or banks, trust company or trust companies, or
with such firm or firms, doing a banking business, as the directors shall
designate.  He or she may endorse for deposit or collection all checks
and notes payable to the Corporation or to its order, may accept drafts on
behalf of the Corporation, and together with the president may sign certificates
of stock.  He or she shall keep accurate books of account of the
Corporation’s transactions which shall be the property of the Corporation, and,
together with all property in his or her possession, shall be subject at all
times to the inspection and control of the Board of Directors.
 
 All
checks, drafts, notes, or other obligations for the payment of money shall be
signed by such officer or officers or agent or agents as the Board of Directors
shall by general or special resolution direct.  The Board of Directors
may also in its discretion require, by general or special resolutions, that
checks, drafts, notes, and other obligations for the payment of money shall be
countersigned or registered as a condition to their validity by such officer or
officers or agent or agents as shall be directed in such
resolution.
  7
 
 ARTICLE 25
 
 RESIGNATIONS
AND REMOVALS
 
 Any
director or officer of the Corporation may resign at any time by giving written
notice to the Corporation, to the Board of Directors, or to the chairman of the
board, if any, or to the president or to the secretary of the
Corporation.  Any such resignation shall take effect at the time
specified therein, or, if the time be not specified therein, upon its acceptance
by the Board of Directors.  Any director may be removed from office by
the vote of stockholders representing not less than two-thirds (2/3) of the
issued and outstanding capital stock entitled to voting power. Any officer or
agent appointed by the Board of Directors may be removed by the Board of
Directors at any time, with or without cause.  Any such removal or
resignation of the directors, officers or agents of the Corporation shall be
subject to the rights, if any, of the respective parties under any contract
between the Corporation and such officer or agent.
 
 ARTICLE 26
 
 VACANCIES
 
 Vacancies
in the Board of Directors, including those caused by an increase in the number
of directors, may be filled by a majority of the remaining directors, though
less than a quorum. Vacancies in the Board of Directors may be filled for the
unexpired term by the stockholders at a meeting called for that purpose, unless
such vacancy shall have been filled by the directors. Vacancies resulting from
an increase in the number of directors may be filled in the same
manner.  Any vacancy in any office of the Corporation may be filled by
the Board of Directors for the unexpired portion of the term of such
office.
 
 At any
time or times that the Corporation is subject to Section 2115(b) of the CGCL,
if, after the filling of any vacancy, the directors then in office who have been
elected by stockholders shall constitute less than a majority of the directors
then in office, then
  (1)           any
holder or holders of an aggregate of five percent (5%) or more of the total
number of shares at the time outstanding having the right to vote for those
directors may call a special meeting of stockholders; or
  (2)           the
Superior Court of the proper county shall, upon application of such stockholder
or stockholders, summarily order a special meeting of the stockholders, to be
held to elect the entire board, all in accordance with Section 305(c) of
the CGCL, the term of office of any director shall terminate upon that election
of a successor. (CGCL §305(c).
 
 ARTICLE 27
 
 CERTIFICATES
OF STOCK
 
 Every
stockholder shall be entitled to a certificate or certificates of the capital
stock of the Corporation in such form as may be prescribed by the Board of
Directors, duly numbered and sealed with the corporate seal of the Corporation
and setting forth the number and kind of shares signed by the president, the
chief executive officer, if any, or a vice president, and by the secretary or an
assistant secretary, of the Corporation (or any other two officers or agents so
authorized by the Board of Directors); provided, however, whenever such
certificate is countersigned or otherwise authenticated by a transfer agent or a
transfer clerk and by a registrar (other than the Corporation), then a facsimile
of the signatures of any corporate officers or agents, the transfer agent,
transfer clerk or the registrar of the Corporation may be printed or
lithographed upon the certificate in lieu of the actual signatures.
 
 ARTICLE 28
 
 TRANSFER
OF STOCK
 
 Unless
further limited by the Articles, shares of stock may be transferred by delivery
of the certificate accompanied either by an assignment in writing on the back of
the certificate or by a written power of attorney to sell, assign, and transfer
the same on the books of the Corporation, signed by the person appearing by the
certificate to be the owner of the shares represented thereby, together with all
necessary federal and state transfer tax stamps affixed and shall be
transferable on the books of the Corporation upon surrender thereof so assigned
or endorsed.  The person registered on the books of the Corporation as
the owner of any shares of stock shall be entitled to all the rights of
ownership with respect to such shares.  It shall be the duty of every
stockholder to notify the Corporation of his or her post office
address.
  8
 
 ARTICLE 29
 
 INDEMNITY
 
 29.1Indemnification
Of Officers And Directors In Advance.The Corporation
shall, to the maximum extent and in the manner permitted by Section 78.751 of
the NRS, indemnify each of its directors and officers against expenses,
including attorneys’ fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the Corporation. For
purposes of this Article, an “officer” or “director” of the Corporation includes
any person (i) who is or was a director or officer of the Corporation, (ii) is
or was serving at the request of the Corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise, or
(iii) was a director or officer of a corporation which was a predecessor
corporation of the Corporation or of another enterprise at the request of such
predecessor corporation.
 
 The
Corporation shall, to the maximum extent permitted by Section 78.751 of the NRS,
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he or
she is or was a director or officer of the Corporation, or is or was serving at
the request of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, or was a director or
officer of a corporation which was a predecessor corporation of the Corporation
or of another enterprise at the request of such predecessor corporation against
expenses, including amounts paid in settlement and attorneys’ fees.
 
 The
Corporation shall pay the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding as they are incurred
and in advance of the final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the director or officer to repay
the amount if it is ultimately determined by a court of competent jurisdiction
that he or she is not entitled to be indemnified by the
Corporation.
 
 29.2         Indemnification
Of Employees And Agents.The Corporation
shall have the power, to the maximum extent and in the manner permitted by
Section 78.751 of the NRS, to indemnify each of its employees and agents against
expenses, including attorneys’ fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the right of the
Corporation.  For purposes of this Article, an “employee” or “agent”
of the Corporation includes any person (i) who is or was an employee or agent of
the Corporation, (ii) is or was serving at the request of the Corporation as an
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, or (iii) was an employee or agent of a corporation which was a
predecessor corporation of the Corporation or of another enterprise at the
request of such predecessor corporation.
 
 The
Corporation shall have the power, to the maximum extent and in the manner
permitted by Section 78.751 of the NRS, 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, she or it is or was an
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as an employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, or was an employee or agent of a corporation
which was a predecessor corporation of the Corporation or of another enterprise
at the request of such predecessor corporation against expenses, including
amounts paid in settlement and attorneys’ fees.
 
 29.3         Indemnity
Not Exclusive.The
indemnification provided by this Article shall not be deemed exclusive of any
other rights to which those seeking indemnification may be entitled under the
Articles, any Bylaw, agreement, vote of stockholders or disinterested directors
or otherwise, both as to action in an official capacity and as to action in
another capacity while holding such office.
 
 29.4Indemnification
For Successful Defense.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 subsections 1 and 2 of Section 78.751 of the NRS, or
in defense of any claim, issue or matter therein, he, she or it must be
indemnified by the Corporation against expenses, including attorneys’ fees,
actually and reasonably incurred by him, her or it in connection with the
defense.
 
 29.5Continuing
Right To Indemnification.The
indemnification and advancement of expenses authorized in or ordered by a court
pursuant to Section 78.751 of the NRS continues for a person who has ceased to
be a director, officer, employee or agent and inures to the benefit of the
heirs, executors and administrators of such a person.
 
 29.6Insurance
And Other Financial Arrangements.The Corporation
shall have the power, to the maximum extent and in the manner permitted by
Section 78.752 of the NRS, to purchase and maintain insurance or make other
financial arrangements 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, or was a
director, officer, employee or agent of a corporation which was a predecessor
corporation of the Corporation or of another enterprise at the request of such
predecessor corporation for any liability asserted against him and liability and
expenses incurred by him in his capacity as a director, officer, employee or
agent, or arising out of his status as such, whether or not the Corporation has
the authority to indemnify him against such liability and
expenses.
  9
 
 29.7Amendment
of Article.The provisions of
this Article 29 relating to indemnification shall constitute a contract between
the Corporation and each of its directors and officers which may be modified as
to any director or officer only with that person’s consent or as specifically
provided in this Section.  Notwithstanding any other provision of
these Bylaws relating to their amendment generally, any repeal or amendment of
this Article 29 which is adverse to any director or officer shall apply to such
director or officer only on a prospective basis and shall not limit the rights
of such director or officer to indemnification with respect to any action or
failure to act occurring prior to the time of such repeal or
amendment.  Notwithstanding any other provision of these Bylaws
(including, without limitation, Article 34 below), no repeal or amendment of
these Bylaws shall affect any or all of this Article 29 so as to limit or reduce
the indemnification in any manner unless adopted by (a) the unanimous vote of
the directors of the Corporation then serving or (b) by the stockholders as set
forth in Article 34 below; provided that no such amendment shall have a
retroactive effect inconsistent with the preceding sentence.
 
 ARTICLE 30
 
 TRANSFER
BOOKS AND RECORD DATES
 
 30.1Record
Date For Notice And Voting.The Board of
Directors may prescribe a period not exceeding sixty (60) days before any
meeting of the stockholders during which no transfer of stock on the books of
the Corporation may be made, or may fix a day not more than sixty (60) days
before the holding of any such meeting as the day as of which stockholders
entitled to notice of and to vote at such meetings must be
determined.  Only stockholders of record on that day are entitled to
notice or to vote at such meeting.
 
 If the
Board of Directors does not so fix a record date:
 
 (1)           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 business day
next preceding the day on which notice is given or, if notice is waived, at the
close of business on the business day next preceding the day on which the
meeting is held; and
 
 (2)           the
record date for determining stockholders entitled to give consent to corporate
action in writing without a meeting, (i) when no prior action by the Board of
Directors has been taken, shall be the day on which the first written consent is
given, or (ii) when prior action by the Board of Directors has been taken, shall
be at the close of business on the day on which the Board of Directors adopts
the resolution relating to that action, or the sixtieth (60th) day before the
date of such other action, whichever is later.
 
 30.2Record
Date For Purposes Other Than Notice And Voting.For purposes of
determining 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 other lawful action (other than action by
stockholders by written consent without a meeting), the Board of Directors may
fix, in advance, a record date, which shall not be more than sixty (60) days
before any such action. In that case, only stockholders of record at the close
of business on the date so fixed are entitled to receive the dividend,
distribution or allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any shares on the books of the Corporation
after the record date so fixed, except as otherwise provided in the NRS. If the
Board of Directors does not so fix a record date, then 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 applicable resolution or
the sixtieth (60th) day before the date of that action, whichever is
later.
  ARTICLE 31
 
 LOSS
OF CERTIFICATES
 
 In case
of loss, mutilation, or destruction of a certificate of stock, a duplicate
certificate may be issued upon such terms as the Board of Directors shall
prescribe.
 
 ARTICLE 32
 
 CORPORATE
AUTHORITY
 
 32.1Checks; Drafts;
Evidences Of Indebtedness.From time to
time, the Board of Directors shall determine by resolution which person or
persons may sign or endorse all checks, drafts, other orders for payment of
money, notes or other evidences of indebtedness that are issued in the name of
or payable to the Corporation, and only the persons so authorized shall sign or
endorse those instruments.
 
 32.2Corporate
Contracts And Instruments; How
Executed.The Board of
Directors, except as otherwise provided in these Bylaws, may authorize any
officer or officers, or agent or agents, to enter into any contract or execute
any instrument in the name of and on behalf of the Corporation; such authority
may be general or confined to specific instances. Unless so authorized or
ratified by the Board of Directors or within the agency power of an officer, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or for any amount.
  10
 
 ARTICLE 33
 
 CHANGES
IN NEVADA LAW
 
 References
in these Bylaws to Nevada law or the NRS or to any provision thereof shall be to
such law as it existed on the date these Bylaws were adopted or as such law
thereafter may be changed; provided that (a) in the case of any change which
expands the liability of directors or officers or limits the indemnification
rights or the rights to advancement of expenses which the Corporation may
provide in Article 29 hereof, the rights to limited liability, to
indemnification and to the advancement of expenses provided in the Articles
and/or these Bylaws shall continue as theretofore to the extent permitted by law
and (b) if such change permits the Corporation, without the requirement of any
further action by stockholders or directors, to limit further the liability of
directors or limit the liability of officers or to provide broader
indemnification rights or rights to the advancement of expenses than the
Corporation was permitted to provide prior to such change, then liability
thereupon shall be so limited and the rights to indemnification and the
advancement of expenses shall be so broadened to the extent permitted by
law.
 
 ARTICLE 34
 
 AMENDMENTS
 
 The
Bylaws of the Corporation, regardless of whether made by the stockholders or by
the Board of Directors, may be amended, added to, or repealed by the
stockholders of the issued and outstanding capital stock of this corporation, at
any meeting of the stockholders, provided notice of the proposed change is given
in the notice of meeting, or notice thereof is waived in writing.
 
 Subject
to the Bylaws, if any, adopted by the stockholders of the issued and outstanding
capital stock of this corporation, the Board of Directors may amend, add to, or
repeal the Bylaws of the Corporation.
  ARTICLE
34
 
 CONTROL
SHARES
 
 The Board
of Directors may, from time to time, determine that, or may amend the Bylaws to
provide that, the provisions of NRS 78.378 through NRS 78.3793 and any successor
provisions (the “Control
Provisions”), dealing with acquisition of a controlling interest in
certain Nevada corporations, do not apply to the Corporation or to an
acquisition of a controlling interest specifically by types of existing or
future stockholders, whether or not identified.  In addition, the
Articles the Bylaws or a resolution adopted by the Board of Directors may impose
stricter requirements on the acquisition of a controlling interest in the
Corporation than the Control Provisions.
 
 ARTICLE
35
 
 SECTION
2115
 
 At any
time or times that the Corporation is subject to Section 2115(b) of the CGCL,
then these Bylaws shall be interpreted so as to be consistent with, and shall be
deemed to include, those provisions of the CGCL that are required by applicable
law to apply to the corporation.
  11