Exhibit 3.1




AMENDED
AND RESTATED BYLAWS


OF


CHINA
BROADBAND INC.


(the
“Corporation”)





Adopted
on July 30, 2010









ARTICLE
I


OFFICES





Section
1.1.       Registered Office.
The registered office and registered agent of the Corporation shall be as from
time to time set forth in the Corporation’s Articles of
Incorporation.




Section
1.2.        Other 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
II


STOCKHOLDERS





Section
2.1.       Place of Meetings.
All meetings of the stockholders for the election of Directors shall be held at
such place, within or without the State of Nevada, as may be fixed from time to
time by the Board of Directors.  Meetings of stockholders for any
other purpose may be held at such time and place, within or without the State of
Nevada, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.




Section
2.2.       Annual Meeting. An
annual meeting of the stockholders shall be held at such time as may be
determined by the Board of Directors, at which meeting the stockholders shall
elect a Board of Directors and transact such other business as may properly be
brought before the meeting.




Section
2.3.        List of Stockholders.
At least ten days before each meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order,
with the address of and the number of voting shares registered in the name of
each, shall be prepared by the officer or agent having charge of the stock
transfer books.  Such list shall be kept on file at the registered
office of the Corporation for a period of ten days prior to such meeting and
shall be subject to inspection by any stockholder at any time during usual
business hours. Such list shall be produced and kept open at the time and place
of the meeting during the whole time thereof, and shall be subject to the
inspection of any stockholder who may be present.




Section
2.4.        Special Meetings.
Special meetings of the stockholders, for any purpose or purposes, unless
otherwise prescribed by law, by the Articles of Incorporation or by these
Amended and Restated Bylaws, may be called by the Chief Executive Officer or the
President or the Board of Directors, or shall be called by the President or
Secretary at the request in writing of the holders of not less than thirty
percentof all the
shares issued, outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting.  Business transacted at
all special meetings shall be confined to the purposes stated in the notice of
the meeting unless all stockholders entitled to vote are present and
consent.







Section
2.5.       Notice. Written or
printed notice stating the place, day and hour of any meeting of the
stockholders and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten nor more than
sixty days before the date of the meeting, either personally or by mail, by or
at the direction of the Chief Executive Officer, the President, the Secretary,
or the officer or person calling the meeting, to each stockholder of record
entitled to vote at the meeting.  If mailed, such notice shall be
deemed to be delivered when deposited in the mail, addressed to the stockholder
at his address as it appears on the stock transfer books and records of the
Corporation or its transfer agent, with postage thereon prepaid.




Section
2.6.       Quorum. At all
meetings of the stockholders, the presence in person or by proxy of the holders
of a majority of the shares issued and outstanding and entitled to vote shall be
necessary and sufficient to constitute a quorum for the transaction of business
except as otherwise provided by law, by the Articles of Incorporation or by
these Amended and Restated Bylaws.  If, however, such quorum shall not
be present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or
represented.  If the adjournment is for more than 30 days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.




Section
2.7.       Voting. When a quorum
is present at any meeting of the Corporation’s stockholders, the vote of the
holders of a majority of the shares having voting power present in person or
represented by proxy at such meeting shall decide any questions brought before
such meeting, unless the question is one upon which, by express provision of
law, the Articles of Incorporation or these Amended and Restated Bylaws, a
different vote is required, in which case such express provision shall govern
and control the decision of such question.  The stockholders present
at a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.




Section
2.8.       Method of Voting.
Each outstanding share of the Corporation’s capital stock shall be entitled to
one vote on each matter submitted to a vote at a meeting of stockholders, except
to the extent that the voting rights of the shares of any class or classes are
otherwise provided by applicable law or the Articles of Incorporation, as
amended from time to time.  At any meeting of the stockholders, every
stockholder having the right to vote shall be entitled to vote in person or by
proxy appointed by an instrument in writing subscribed by such stockholder or by
his duly authorized attorney-in-fact and bearing a date not more than 6 months
prior to such meeting, unless such instrument provides for a longer
period.  Each proxy shall be revocable unless expressly provided
therein to be irrevocable and if, and only so long as, it is coupled with an
interest sufficient in law to support an irrevocable power.  Such
proxy shall be filed with the Secretary of the Corporation prior to or at the
time of the meeting.  Voting for directors shall be in accordance with
Article III of these Amended and Restated Bylaws.  Voting on any
question or in any election may be by voice vote or show of hands unless the
presiding officer shall order or any stockholder shall demand that voting be by
written ballot.


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Section
2.9.       Record Date; Closing
Transfer Books. The Board of Directors may fix in advance a record date
for the purpose of determining stockholders entitled to notice of or to vote at
a meeting of stockholders, such record date to be not less than ten nor more
than sixty days prior to such meeting, or the Board of Directors may close the
stock transfer books for such purpose for a period of not less than ten nor more
than sixty days prior to such meeting.  In the absence of any action
by the Board of Directors, the date upon which the notice of the meeting is
mailed shall be the record date.




Section
2.10.     Action By Consent.
Any action required or permitted by law, the Articles of Incorporation, or these
Amended and Restated Bylaws to be taken at a meeting of the stockholders of the
Corporation may be taken without a meeting if a consent or consents in writing,
setting forth the action so taken, shall be signed by stockholders holding at
least a majority of the voting power; provided that if a different proportion of
voting power is required for such an action at a meeting, then that proportion
of written consents is required.  Such signed consent shall be
delivered to the Secretary for inclusion in the Minute Book of the
Corporation.




ARTICLE
III


BOARD
OF DIRECTORS





Section
3.1.       Management. The
business and affairs of the Corporation shall be managed by or under the
direction of the Board of Directors, who may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by law, the
Articles of Incorporation, a stockholders’ agreement or these Amended and
Restated Bylaws directed or required to be exercised or done by the
stockholders.




Section
3.2.       Qualification; Election;
Term. None of the directors need be a stockholder of the Corporation or a
resident of the State of Nevada.  The directors shall be elected by
plurality vote at the annual meeting of the stockholders, except as hereinafter
provided, and each director elected shall hold office until his successor shall
be elected and qualified.




Section
3.3.       Number. The number of
directors of the Corporation shall be fixed as the Board of Directors may from
time to time designate.  No decrease in the number of directors shall
have the effect of shortening the term of any incumbent director.




Section
3.4.       Removal. Any director
may be removed either for or without cause at any special meeting of
stockholders by the affirmative vote of at least two-thirds of the voting power
of the issued and outstanding stock entitled to vote; provided, however, that
notice of intention to act upon such matter shall have been given in the notice
calling such meeting.




Section
3.5.       Vacancies. Any
vacancy occurring in the Board of Directors by death, resignation, removal or
otherwise may be filled by an affirmative vote of at least a majority of the
remaining directors though less than a quorum of the Board of
Directors.  A director elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in office.  A directorship to be
filled by reason of an increase in the number of directors may be filled by the
Board of Directors for a term of office only until the next election of one or
more directors by the stockholders.


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Section
3.6.       Place of Meetings.
Meetings of the Board of Directors, regular or special, may be held at such
place within or without the State of Nevada as may be fixed from time to time by
the Board of Directors.




Section
3.7.       Annual Meeting. The
first meeting of each newly elected Board of Directors shall be held without
further notice immediately following the annual meeting of stockholders and at
the same place, unless by unanimous consent or unless the directors then elected
and serving shall change such time or place.




Section
3.8.       Regular Meetings.
Regular meetings of the Board of Directors may be held without notice at such
time and place as shall from time to time be determined by resolution of the
Board of Directors.




Section
3.9.       Special Meetings.
Special meetings of the Board of Directors may be called by the Chief Executive
Officer or President on oral or written notice to each director, given either
personally, by telephone, by telegram, by mail, by facsimile or by e-mail at
least forty-eight hours prior to the time of the meeting.  Special
meetings shall be called by the Chief Executive Officer, President or the
Secretary in like manner and on like notice on the written request of 2
directors. Except as may be otherwise expressly provided by law, the Articles of
Incorporation or these Amended and Restated Bylaws, neither the business to be
transacted at, nor the purpose of, any special meeting need to be specified in a
notice or waiver of notice.




Section
3.10.     Quorum and Voting. At
all meetings of the Board of Directors the presence of a majority of the number
of directors shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the affirmative vote of at least a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by law,
the Articles of Incorporation or these Amended and Restated
Bylaws.  If a quorum shall not be present at any meeting of directors,
the directors present thereat may adjourn the meeting from time to time without
notice other than announcement at the meeting, until a quorum shall be
present.




Section
3.11.      Interested Directors.
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, solely because the director or
officer is present at or participates in the meeting of the Board of Directors
or committee thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if: (1) the fact as to
his relationship or interest and as to the contract or transaction is known to
the Board of Directors or the committee, and the Board of Directors or committee
in good faith authorizes the contract or transaction by the affirmative vote of
a majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or (2) the fact as to his relationship or
interest and as to the contract or transaction is known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or (3) 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 thereof, or the
stockholders.  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.


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Section
3.12.     Action by Consent.
Any action required or permitted to be taken at any meeting of the Board of
Directors may be taken without such a meeting if a consent or consents in
writing, setting forth the action so taken, is signed by all the members of the
Board of Directors.




Section
3.13.     Compensation of
Directors. Directors shall receive such compensation for their services,
and reimbursement for their expenses as the Board of Directors, by resolution,
shall establish; provided that nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.




ARTICLE
IV


COMMITTEES





Section
4.1.       Designation. The
Board of Directors may, by resolution passed by a majority of the whole Board,
designate committees, each committee to consist of two or more directors of the
Corporation, which committees shall have such power and authority and shall
perform such functions as may be provided in such resolution.




Section
4.2.       Authority. Each
committee, to the extent provided in such resolution, shall have and may
exercise all of the authority of the Board of Directors in the management of the
business and affairs of the Corporation, except where action of the full Board
of Directors is required by statute or by the Articles of
Incorporation.




Section
4.3.       Change in Number. The
number of committee members may be increased or decreased (but not below two)
from time to time by resolution adopted by a majority of the whole Board of
Directors.




Section
4.4.       Removal. Any
committee member may be removed by the Board of Directors by the affirmative
vote of a majority of the whole Board, whenever in its judgment the best
interests of the Corporation will be served thereby.




Section
4.5.       Vacancies. A vacancy
occurring in any committee (by death, resignation, removal or otherwise) may be
filled by the Board of Directors in the manner provided for original designation
in Section 4.1.




Section
4.6.       Meetings. The time,
place and notice (if any) of all committee meetings shall be determined by the
respective committee.  Unless otherwise determined by a particular
committee, meetings of the committees may be called by the Chief Executive
Officer or President on oral or written notice to each member, given either
personally, by telephone, by telegram, by mail, by facsimile or by e-mail at
least forty-eight hours prior to the time of the meeting and special meetings
shall be called by the Chief Executive Officer, the President or the Secretary
in like manner and on like notice on the written request of any committee
member.  Neither the business to be transacted at, nor the purpose of,
any meeting need be specified in a notice or waiver of notice of any
meeting.




Section
4.7.       Quorum; Majority
Vote. Unless otherwise determined by a particular committee, at any
meeting a majority of the committee members shall constitute a quorum for the
transaction of business and the act of a majority of the members present at any
meeting at which a quorum is present shall be the act of the committee, except
as otherwise specifically provided by statute or by the Articles of
Incorporation or by these Amended and Restated Bylaws.  If a quorum is
not present at a meeting of the committee, the members present thereat may
adjourn the meeting from time to time, without notice other than an announcement
at the meeting until a quorum is present.


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Section
4.8.       Action by Consent.
Any action required or permitted to be taken at any committee meeting may be
taken without such a meeting if a consent or consents in writing, setting forth
the action so taken, is signed by all the members of such
committee.




Section
4.9.        Compensation.
Compensation of committee members shall be fixed pursuant to the provisions of
Section 3.13.




ARTICLE
V


NOTICE





Section
5.1.       Form of Notice.
Whenever required by law, the Articles of Incorporation or these Amended and
Restated Bylaws, notice is to be given to any director or stockholder, and no
provision is made as to how such notice shall be given, such notice may be
given: (a) in writing, by mail, postage prepaid, addressed to such director or
stockholder at such address as appears on the books and records of the
Corporation or its transfer agent; or (b) in any other method permitted by
law.  Any notice required or permitted to be given by mail shall be
deemed to be given at the time when the same shall be deposited in the United
States mail.




Section
5.2.       Waiver. Whenever any
notice is required to be given to any stockholder or director of the Corporation
as required by law, the Articles of Incorporation or these Amended and Restated
Bylaws, a waiver thereof in writing signed by the person or persons entitled to
such notice, whether before or after the time stated in such notice, shall be
equivalent to the giving of such notice. Attendance of a stockholder or director
at a meeting shall constitute a waiver of notice of such meeting, except where
such stockholder or director attends for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.





ARTICLE
VI


OFFICERS
AND AGENTS





Section
6.1.       In General. The
officers of the Corporation shall be elected by the Board of Directors and shall
be a President, a Treasurer, and a Secretary.  The Board of Directors
may also elect a Chairman of the Board, a Chief Executive Officer, a Chief
Operating Officer, a Chief Financial Officer, and one or more Vice Presidents,
Assistant Vice Presidents, Assistant Secretaries and Assistant
Treasurers.  Any two or more offices may be held by the same
person.




Section
6.2.       Election. The Board
of Directors, at its first meeting after each annual meeting of stockholders,
shall elect the officers, none of whom need be a member of the Board of
Directors.




Section
6.3.       Other Officers and
Agents. The Board of Directors may also elect and appoint such other
officers and agents as it shall deem necessary, who shall be elected and
appointed for such terms and shall exercise such powers and perform such duties
as shall be determined from time to time by the Board.


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Section
6.4.       Salaries. The
salaries of all officers and agents of the Corporation shall be fixed by the
Board of Directors or any committee of the Board, if so authorized by the
Board.




Section
6.5.       Term of Office and
Removal. Each officer of the Corporation shall hold office until his
death, or his resignation or removal from office, or the election and
qualification of his successor, whichever shall first occur.  Any
officer or agent elected or appointed by the Board of Directors may be removed
at any time, for or without cause, by the affirmative vote of a majority of the
whole Board of Directors, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.  If the office of
any officer becomes vacant for any reason, the vacancy may be filled by the
Board of Directors.




Section
6.6.       Employment and Other
Contracts. The Board of Directors may authorize any officer or officers
or agent or agents to enter into any contract or execute and deliver any
instrument in the name or on behalf of the Corporation, and such authority may
be general or confined to specific instances.  The Board of Directors
may, when it believes the interest of the Corporation will best be served
thereby, authorize executive employment contracts which will contain such terms
and conditions as the Board of Directors deems appropriate.




Section
6.7.       Chairman of the
Board. The Chairman of the Board, subject to the direction of the Board
of Directors, shall perform such executive, supervisory and management functions
and duties as from time to time may be assigned to him or her by the Board of
Directors.  The Chairman of the Board shall preside at all meetings of
the stockholders of the Corporation and all meetings of the Board of
Directors.




Section
6.8.       Chief Executive
Officer. The Chief Executive Officer shall have general and active
management of the business of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect.  The
Chief Executive Officer shall preside at all meetings of the stockholders of the
Corporation and all meetings of the Board of Directors in the absence of the
Chairman of the Board.




Section
6.9.       President. The
President shall be subject to the direction of the Board of Directors and the
Chief Executive Officer and shall have general charge of the business, affairs
and property of the Corporation and general supervision over its other officers
and agents.  The President shall see that the officers carry all other
orders and resolutions of the Board of Directors into effect.  The
President shall execute all authorized conveyances, contracts, or other
obligations in the name of the Corporation except where required by law to be
otherwise signed and executed and except where the signing and execution shall
be expressly delegated by the Board of Directors to some other officer or agent
of the Corporation or reserved to the Board of Directors or any committee
thereof.  The President shall preside at all meetings of the
stockholders of the Corporation and all meetings of the Board of Directors in
the absence of the Chairman of the Board and the Chief Executive
Officer.  The President shall perform all duties incident to the
office of the President and such other duties as may be prescribed by the Board
of Directors from time to time.




Section
6.10.     Chief Operating
Officer. The Chief Operating Officer shall be subject to the direction of
the Chief Executive Officer, the President and the Board of Directors and shall
have day-to-day managerial responsibility for the operation of the
Corporation.


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Section
6.11.     Chief Financial
Officer. The Chief Financial Officer shall be subject to the direction of
the Chief Executive Officer, the President and the Board of Directors and shall
have day-to-day managerial responsibility for the finances of the
Corporation.




Section
6.12.     Vice Presidents. Each
Vice President shall have such powers and perform such duties as the Board of
Directors or any committee thereof may from time to time prescribe, or as the
President may from time to time delegate to him.  In the absence or
disability of the President, any Vice President may perform the duties and
exercise the powers of the President.




Section
6.13.     Secretary. The
Secretary shall attend all meetings of the stockholders and record all votes and
the minutes of all proceedings in a book to be kept for that
purpose.  The Secretary shall perform like duties for the Board of
Directors when required.  He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors and shall perform such other duties as may be prescribed by the Board
of Directors under whose supervision he shall be.  He shall keep in
safe custody the seal of the Corporation. He shall be under the supervision of
the President.  He shall perform such other duties and have such other
authority and powers as the Board of Directors may from time to time prescribe
or as the President may from time to time delegate.




Section
6.14.     Assistant
Secretaries. Each Assistant Secretary shall have such powers and perform
such duties as the Board of Directors may from time to time prescribe or as the
President may from time to time delegate to him.




Section
6.15.     Treasurer. The
Treasurer shall have the custody of all corporate funds and securities, shall
keep full and accurate accounts of receipts and disbursements of the
Corporation, and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors.  He shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking proper vouchers
for such disbursements, shall render to the Directors, at the regular meetings
of the Board of Directors, or whenever they may require it, an account of all
his transactions as Treasurer and of the financial condition of the Corporation,
and shall perform such other duties as the Board of Directors may prescribe or
the President may from time to time delegate.




Section
6.16.     Assistant Treasurers.
Each Assistant Treasurer shall have such powers and perform such duties as the
Board of Directors may from time to time prescribe or as the President may from
time to time delegate to him.




Section
6.17.     Bonding. If required
by the Board of Directors, all or certain of the officers shall give the
Corporation a bond, in such form, in such sum, and with such surety or sureties
as shall be satisfactory to the Board of Directors, for the faithful performance
of the duties of their office and for the restoration to the Corporation, in
case of their death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in their
possession or under their control belonging to the Corporation.


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ARTICLE
VII


CERTIFICATES
OF SHARES





Section
7.1.       Form of
Certificates.  The Corporation may, but is not required to,
deliver to each stockholder a certificate or certificates, in such form as may
be determined by the Board of Directors, representing shares to which the
stockholder is entitled.  Such certificates shall be consecutively
numbered and shall be registered on the books and records the Corporation or its
transfer agent as they are issued.  Each certificate shall state on
the face thereof the holder’s name, the number, class of shares, and the par
value of such shares or a statement that such shares are without par
value.




Section
7.2.        Shares without
Certificates.  The Board of Directors may authorize the
issuance of uncertificated shares of some or all of the shares of any or all of
its classes or series.  The issuance of uncertificated shares has no
effect on existing certificates for shares until surrendered to the Corporation,
or on the respective rights and obligations of the stockholders. Unless
otherwise provided by the Nevada Revised Statutes, the rights and obligations of
stockholders are identical whether or not their shares of stock are represented
by certificates.  Within a reasonable time after the issuance or
transfer of uncertificated shares, the Corporation shall send the stockholder a
written statement containing the information required on the certificates
pursuant to Section 6.1.  At least annually thereafter, the
Corporation shall provide to its stockholders of record, a written statement
confirming the information contained in the informational statement previously
sent pursuant to this Section.




Section
7.3.       Lost Certificates.
The Board of Directors may direct that a new certificate be issued, or that
uncertificated shares be issued, in place of any certificate theretofore issued
by the Corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost or
destroyed. When authorizing such issue of a new certificate or uncertificated
shares, the Board of Directors, in its discretion and as a condition precedent
to the issuance thereof, may require the owner of such lost or destroyed
certificate, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the Corporation a bond, in such form, in such
sum, and with such surety or sureties as it may direct as indemnity against any
claim that may be made against the Corporation with respect to the certificate
alleged to have been lost or destroyed. When a certificate has been lost,
apparently destroyed or wrongfully taken, and the holder of record fails to
notify the Corporation within a reasonable time after he has notice of it, and
the Corporation registers a transfer of the shares represented by the
certificate before receiving such notification, the holder of record is
precluded from making any claim against the Corporation for the transfer or a
new certificate or uncertificated shares.




Section
7.4.       Transfer of Shares.
Shares of stock shall be transferable only on the books of the Corporation or
its transfer agent by the holder thereof in person or by his duly authorized
attorney.  Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation or the transfer agent of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.




Section
7.5.       Registered
Stockholders. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
law.


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ARTICLE
VIII


GENERAL
PROVISIONS





Section
8.1.       Dividends. Dividends
upon the outstanding shares of the Corporation, subject to the provisions of the
Articles of Incorporation, if any, may be declared by the Board of Directors at
any regular or special meeting.  Dividends may be declared and paid in
cash, in property, or in shares of the Corporation, subject to the provisions of
the Nevada Revised Statutes and the Articles of Incorporation.  The
Board of Directors may fix in advance a record date for the purpose of
determining stockholders entitled to receive payment of any dividend, such
record date to be not more than sixty days prior to the payment date of such
dividend, or the Board of Directors may close the stock transfer books for such
purpose for a period of not more than sixty days prior to the payment date of
such dividend.  In the absence of any action by the Board of
Directors, the date upon which the Board of Directors adopts the resolution
declaring such dividend shall be the record date.




Section
8.2.       Reserves. There may
be created by resolution of the Board of Directors out of the surplus of the
Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to equalize
dividends, or to repair or maintain any property of the Corporation, or for such
other purpose as the directors shall think beneficial to the Corporation, and
the directors may modify or abolish any such reserve in the manner in which it
was created.  Surplus of the Corporation to the extent so reserved
shall not be available for the payment of dividends or other distributions by
the Corporation.




Section
8.3.       Telephone and Similar
Meetings. Stockholders, directors and committee members may participate
in and hold a meeting by means of conference telephone or similar communications
equipment by which all persons participating in the meeting can hear each
other.  Participation in such a meeting shall constitute presence in
person at the meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.




Section
8.4.       Books and Records.
The Corporation shall keep correct and complete books and records of account and
minutes of the proceedings of its stockholders and Board of Directors, and shall
keep at its registered office or principal place of business, or at the office
of its transfer agent or registrar, a record of its stockholders, giving the
names and addresses of all stockholders and the number and class of the shares
held by each.




Section
8.5.        Checks and Notes. All
checks or demands for money and notes of the Corporation shall be signed by such
officer or officers or such other person or persons as the Board of Directors
may from time to time designate.




Section
8.6.       Loans. No loans shall
be contracted on behalf of the Corporation and no evidence of indebtedness shall
be issued in its name unless authorized by a resolution of the Board of
Directors. Such authority may be general or confined to specific
instances.


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Section
8.7.        Fiscal Year. The
fiscal year of the Corporation shall be fixed, and shall be subject to change,
by the Board of Directors.




Section
8.8.       Seal. The Corporation
may have a seal, and such seal may be used by causing it or a facsimile thereof
to be impressed or affixed or reproduced or otherwise.  Any officer of
the Corporation shall have authority to affix the seal to any document requiring
it.




Section
8.9.       Indemnification. The
Corporation shall indemnify its directors to the fullest extent permitted by the
Nevada Revised Statutes and may, if and to the extent authorized by the Board of
Directors, so indemnify its officers and any other person whom it has the power
to indemnify against liability, reasonable expense or other matter
whatsoever.




Section
8.10.     Insurance. The
Corporation may at the discretion of the Board of Directors purchase and
maintain insurance on behalf of any person who holds or who has held any
position identified in Section 8.9 against any and all liability incurred by
such person in any such position or arising out of his status as
such.




Section
8.11.     Resignation. Any
director, officer or agent may resign by giving written notice to the President
or the Secretary.  Such resignation shall take effect at the time
specified therein or immediately if no time is specified therein. Unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.




Section
8.12.     Off-Shore
Offerings.  In all offerings of securities pursuant to
Regulation S of the Securities Act of 1933, as amended (the “Act”), the
Corporation shall require that its stock transfer agent refuse to register any
transfer of securities not made in accordance with the provisions of Regulation
S, pursuant to registration under the Act or an available exemption
thereunder.




Section
8.13.     Amendment of Bylaws.
These Amended and Restated Bylaws may be altered, amended or repealed at any
meeting of the Board of Directors at which a quorum is present, by the
affirmative vote of a majority of the Directors present at such
meeting.




Section
8.14.     Invalid Provisions.
If any part of these Amended and Restated Bylaws shall be held invalid or
inoperative for any reason, the remaining parts, so far as possible and
reasonable, shall be valid and operative.




Section
8.15.      Relation to Articles of
Incorporation. These Amended and Restated Bylaws are subject to, and
governed by, the Articles of Incorporation.




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