AMENDED
AND RESTATED
 BY-LAWS
 OF
 IMAGENETIX,
INC.
 
 Adopted
as of August 7, 2009
 
 ARTICLE I —
OFFICES
 
 The
corporation may have such offices, either within or without the State of Nevada,
as the board of directors may designate or as the business of the corporation
may from time to time require.
 
 ARTICLE II —
STOCKHOLDERS
 1.
 STOCKHOLDER
MEETING.
 
 The
annual meeting of the stockholders of the corporation shall be held on such date
as is determined by the board of directors for the purpose of electing directors
and for the transaction of such other business as may come before the
meeting.
 
 2.
 SPECIAL
MEETINGS.
 
 Special
meetings of the stockholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the President or by the board of
directors, and shall be called by the President at the request of the holders of
not less than two-thirds (2/3)  of all the outstanding shares of the
corporation entitled to vote at the meeting.
 
 3.
 PLACE
OF MEETING.
 
 The board
of directors may designate any place, either within or without the State of
Nevada, unless otherwise prescribed by statute, as the place of meeting for any
annual meeting or for any special meeting called by the board of directors. A
notice signed by not less than two-thirds (2/3) of the stockholders entitled to
vote at a meeting may designate any place, either within or without the State of
Nevada, unless otherwise prescribed by statute, as the place of holding such
meeting. If no designation is made, or if a special meeting be otherwise called,
the place of meeting shall be the principal office of the
corporation.
 
 4.
 NOTICE
OF MEETING.
 
 Written
or printed notice stating the place, day and hour of the meeting 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
President or the secretary, to each stockholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the stockholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon pre-paid.
 
 
 
 5.
 CLOSING
OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
 
 For the
purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or stockholders entitled to
receive payment of any dividend, or in order to make a determination of
stockholders for any other proper purpose, the directors of the corporation may
provide that the stock transfer books shall be closed for a stated period but
not to exceed, in any case, thirty days; provided, however,
that for so long as any class of the corporation's capital stock is listed on an
exchange or included for quotation on an interdealer quotation system, the
directors of the corporation shall not authorize closing of the stock transfer
books for any purpose. If the stock transfer books shall be closed for the
purpose of determining stockholders entitled to notice of or to vote at a
meeting of stockholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the directors may fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not more than sixty
days and, in case of a meeting of stockholders, not less than ten days prior to
the date on which the particular action requiring such determination of
stockholders is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of stockholders entitled to notice of
or to vote at a meeting of stockholders, or stockholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination of
stockholders. When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
 
 6.
 VOTING
LISTS.
 
 The
officer or agent having charge of the stock transfer books for shares of the
corporation shall make, at least ten days before each meeting of stockholders, a
complete list of the stockholders entitled to vote at such meeting, or any
adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares held by each, which list, for a period of ten days prior to
such meeting, shall be kept on file at the principal office of the corporation
or transfer agent and shall be subject to inspection by any stockholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any stockholder during the whole time of the meeting. The original stock
transfer book shall be prima facie evidence as to who are the stockholders
entitled to examine such list or transfer books or to vote at the meeting of
stockholders.
 
 7.
 QUORUM.
 
 Unless
otherwise provided by law, at any meeting of stockholders one-third of the
outstanding shares of the corporation entitled to vote, represented in person or
by proxy, shall constitute a quorum at a meeting of stockholders. If less than
said number of the outstanding shares are represented at a meeting, a majority
of the shares so represented may adjourn the meeting from time to time without
further notice. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted at the meeting as originally
notified. 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.
  
 
 8.
 PROXIES.
 
 At all
meetings of stockholders, a stockholder may vote by proxy executed in writing by
the stockholder or by his duly authorized attorney in fact. Such proxy shall be
filed with the secretary of the corporation before or at the time of the
meeting.
 
 9.
 VOTING.
 
 Each
stockholder entitled to vote in accordance with the terms and provisions of the
certificate of incorporation and these by-laws shall be entitled to one vote, in
person or by proxy, for each share of stock entitled to vote held by such
stockholders. Upon the demand of any stockholder, the vote for directors and
upon any question before the meeting shall be by ballot. All elections for
directors shall be decided by plurality vote; all other questions shall be
decided by majority vote except as otherwise provided by the certificate of
incorporation or the laws of this State.
 
 10.
 ORDER
OF BUSINESS.
 
 The order
of business at all meetings of the stockholders, shall be as
follows:
 
 1.
 Roll
Call.
 2.
 Proof of
notice of meeting or waiver of notice.
 3.
 Reading
of minutes of preceding meeting.
 4.
 Reports
of Officers.
 5.
 Reports
of Committees.
 6.
 Election
of Directors.
 7.
 Unfinished
Business
 8.
 New
Business.
 
 11.
 INFORMAL
ACTION BY STOCKHOLDERS.
 
 Unless
otherwise provided by law, any action required to be taken at a meeting of the
stockholders, or any other action which may be taken at a meeting of the
stockholders, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by at least two-thirds of all the
stockholders entitled to vote with respect to the subject matter
thereof.
 
 ARTICLE III - BOARD OF
DIRECTORS
 
 1.
 GENERAL
POWERS.
 
 The
business and affairs of the corporation shall be managed by its board of
directors. The directors shall in all cases act as a board, and they may adopt
such rules and regulations for the conduct of their meetings and the management
of the corporation, as they may deem proper, not inconsistent with these by-laws
and the laws of the State of Nevada.
 
 
 2.
 NUMBER,
TENURE AND QUALIFICATIONS.
 
 The
number of directors of the corporation shall as established by the board of
directors, but shall be no less than one. As of the date of adoption of these
Bylaws, the number of directors shall be five (5).  Each director
shall hold office until the next meeting of stockholders and until his successor
shall have been elected and qualified.
 
 3.
 REGULAR
MEETINGS.
 
 A regular
meeting of the directors shall be held without other notice than this bylaw
immediately after, and at the same place as, the meeting of stockholders. The
board of directors may provide, by resolution, the time and place for the
holding of additional regular meetings without other notice than such
resolution.
 
 4.
 SPECIAL
MEETINGS.
 
 Special
meetings of the directors may be called by or at the request of the President.
The President may fix the place for holding any special meeting of the directors
called by him. A director may attend any meeting by telephonic participation at
the meeting.
 
 5.
 NOTICE.
 
 Notice of
any special meeting shall be given at least two days previously thereto by
written notice delivered personally, or by telegram or mailed to each director
at his business address. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail so addressed, with postage thereon
prepaid. If notice be given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company. The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened.
 
 6.
 QUORUM.
 
 At any
meeting of the directors a majority shall constitute a quorum for the
transaction of business, but if less than said number is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice.
 
 7.
 MANNER
OF ACTING.
 
 The act
of the majority of the directors present at a meeting at which a quorum is
present shall be the act of the directors.
  
 
 8.
 NEWLY
CREATED DIRECTORSHIPS AND VACANCIES.
 
 Newly
created directorships resulting from an increase in the number of directors and
vacancies occurring in the board for any reason shall be filled by a person
nominated by the President of the corporation and approved by a vote of a
majority of the directors then in office, although less than a quorum exists.
 Vacancies occurring by reason of the removal of directors shall be filled
by a person nominated by the President of the corporation and approved by a vote
of a majority of the directors then in office, although less than a quorum
exists. A director elected to fill a vacancy caused by resignation, death or
removal shall be elected to hold office for the unexpired term of his
predecessor.
 
 9.
 REMOVAL
OF DIRECTORS.
 
 Any or
all of the directors may be removed for cause by vote of the stockholders or by
action of the board. Directors may not be removed without cause. “Cause” means any of
the following: (i) the director’s willful and material disregard of his
material duties as a director of a Nevada corporation; (ii) the director’s
moral turpitude, material dishonesty or gross misconduct in the performance of
his duties as a director of a Nevada corporation which has materially and
demonstrably injured the finances or future business of the corporation; or
(iii) the director’s conviction of, or confession or plea of no contest to,
any felony or any other act of fraud, misappropriation, embezzlement, or the
like involving the corporation’s property; provided, however, that no such act
or event described in clause (i) of this paragraph (a) shall constitute
Cause hereunder if the director has materially cured such act or event during
the applicable thirty (30) day notice period.
 
 10.
 RESIGNATION.
 
 A
director may resign at any time by giving written notice to the board, the
President or the secretary of the corporation. Unless otherwise specified in the
notice, the resignation shall take effect upon receipt thereof by the board or
such officer, and the acceptance of the resignation shall not be necessary to
make it effective.
 
 11.
 COMPENSATION.
 
 The board
of directors shall have the authority to fix the compensation of directors.
Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefore.
 
 12.
 PRESUMPTION
OF ASSENT.
 
 A
director of the corporation who is present at a meeting of the directors at
which action on any corporate matter is taken shall be presumed to have assented
to the action taken unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such
action.
  
 
 13.
 EXECUTIVE
AND OTHER COMMITTEES.
 
 The
board, by resolution, may designate from among its members an audit committee
and other committees, each consisting of two or more directors. Each such
committee shall serve at the pleasure of the board.
 
 ARTICLE IV —
OFFICERS
 
 1.
 NUMBER
 
 The
officers of the corporation shall be a President and chief executive officer, a
secretary and a treasurer, each of whom shall be elected by the board of
directors. Such other officers and assistant officers as may be deemed necessary
may be elected or appointed by the directors. Any officer may also serve as a
director of the corporation. A director who is also an officer of the
corporation shall not be disqualified from voting on his or her election as an
officer solely as a result of serving both as an officer and a director of the
corporation.
 
 2.
 ELECTION AND TERM OF
OFFICE.
 
 The
officers of the corporation to be elected by the directors shall be elected at
the first meeting of the directors held after each meeting of the stockholders.
Each officer shall hold office until his successor shall have been duly elected
and shall have qualified or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided.
 
 3.
 REMOVAL.
 
 Subject
to the rights of officers under any employment agreement, any officer or agent
elected or appointed by the board of directors may be removed by the board of
directors whenever in their judgment the best interests of the corporation would
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.
 
 4.
 VACANCIES.
 
 A vacancy
in any office because of death, resignation, removal, disqualification or
otherwise, may be filled by the board of directors for the unexpired portion of
the term.
 
 5.
 PRESIDENT.
 
 The
President shall be the principal executive officer of the corporation and,
subject to the control of the board of directors, shall in general supervise and
control all of the business and affairs of the corporation. He shall, when
present, preside at all meetings of the stockholders and of the board of
directors. He may sign, with the secretary or any other proper officer of the
corporation thereunto authorized by the directors, certificates for shares of
the corporation, any deeds, mortgages, bonds, contracts, or other instruments
which the directors have authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the directors or
by these by-laws to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed or executed; and in general shall perform
all duties incident to the office of the President and such other duties as may
be prescribed by the directors from time to time.  The President may
be removed from office, with or without cause, only with the vote and approval
of two-thirds (2/3) or more of the stockholders entitled to vote at a
meeting.
  
 
 6.
 VICE-PRESIDENT.
 
 In the
absence of the president or in event of his death, inability or refusal to act,
a vice-president shall perform the duties of the president, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
president. A vice-president shall perform such other duties as from time to time
may be assigned to him by the president or by the directors.
 
 7.
 SECRETARY.
 
 The
secretary shall keep the minutes of the stockholders' and of the directors'
meetings in one or more books provided for that purpose, see that all notices
are duly given in accordance with the provisions of these by-laws or as
required, be custodian of the corporate records and of the seal of the
corporation and keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform all
duties incident to the office of the secretary and such other duties as from
time to time may be assigned to him by the President or by the
directors.
 
 8.
 TREASURER.
 
 If
required by the directors, the treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such surety or sureties as the
directors shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these by-laws and in general perform all of the duties incident to the
office of the treasurer and such other duties as from time to time may be
assigned to him by the President or by the directors.
 
 9.
 SALARIES.
 
 The
salaries of the officers shall be fixed from time to time by the directors and
no officer shall be prevented from receiving or voting on such salary by reason
of the fact that he is also a director of the corporation.
 
 ARTICLE V - CONTRACTS,
LOANS, CHECKS AND DEPOSITS
 
 1.
 CONTRACTS.
 
 The
President may enter into any contract or execute and deliver any instrument in
the name of and on behalf of the corporation, in the ordinary course of business
of the corporation or with the specific approval of the board of directors, and
such authority may be general or confined to specific instances.
  
 
 2.
 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 directors.
Such authority may be general or confined to specific instances.
 
 3.
 DEPOSITS.
 
 All funds
of the corporation not otherwise employed shall be deposited from time to time
to the credit of the corporation in such banks, trust companies or other
depositaries as the directors may select.
 
 ARTICLE VI — CERTIFICATES
FOR SHARES AND THEIR TRANSFER
 
 1.
 CERTIFICATES.
 
 The name
and address of the stockholders, the number of shares and date of issue, shall
be entered in the stock transfer books of the corporation. Shares of the capital
stock of the corporation may be certificated or uncertificated, as provided
under Nevada law. Any certificates for shares ("Certificates") shall be in such
form, consistent with law and the Articles of Incorporation, as shall be
approved by the board of directors. Any Certificates for each class, or series
within a class, of shares, shall be numbered consecutively as issued or
otherwise identified. Any  Certificate  shall be signed  (either
 manually or in facsimile) by (i) the President or a vice president and
(ii) the secretary or an assistant  secretary,  or by any two or more
 officers who may be designated by the board or directors, and may have
 affixed  thereto the corporate seal,  which may be a
 facsimile, engraved or printed.
 
 2.
 UNCERTIFICATED
SHARES.
 
 The board
of directors may authorize the issuance of uncertificated or book-entry shares
of some or all of the shares of any or all of its classes or series. The
issuance of uncertificated or book-entry shares has no effect on existing
certificates for shares until surrendered to the corporation, or on the
respective rights and obligations of the stockholders. Within a reasonable time
after the issuance or transfer of shares without certificates and a least
annually thereafter, the corporation shall send the stockholder a written
statement certifying the number of shares in the corporation owned by the
stockholder.  Notwithstanding  the foregoing,  upon the
 written  request of a holder of shares of the corporation delivered
 to the  Secretary  of the  corporation or the corporation’s
transfer agent,  such  holder is  entitled to receive one or more
certificates representing the shares of capital stock of the corporation held by
such holder.
  
 
 3.
 RECORD OF CERTIFICATES;
TRANSFERS.
 
 Transfers
of certificated shares shall be assignable and transferable only on the books of
the corporation or by transfer agents designated to transfer shares of the stock
of the corporation. An outstanding certificate for the number of shares involved
shall be surrendered for cancellation, duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, before a new
certificate or uncertificated share is issued therefore. Transfers of
uncertificated shares of capital stock shall be entered on the books of the
corporation only by the holder thereof or by attorney upon presentment of proper
evidence of succession, assignment or authority to transfer in accordance with
customary procedures for transferring shares in uncertificated form. Upon
receipt of proper transfer instructions from the registered owner of
uncertificated shares, such uncertificated shares shall be cancelled, issuance
of new equivalent uncertificated shares or certificated shares shall be made to
the person entitled thereto and the transaction shall be recorded upon the books
of the corporation.  The corporation shall be entitled to treat the holder
of record of any share 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 on the part of any other person whether or not it shall have express or
other notice thereof, except as expressly provided by the laws of this
State.
 
 4.
 LOST, STOLEN OR DESTROYED
CERTIFICATES.
 
 The
corporation may issue a new certificate of stock or, if authorized by the board
of directors or these by-laws, uncertificated shares in place of a certificate
previously issued by it and alleged to have been lost, stolen or destroyed.
 Any person claiming a Certificate to be lost, stolen or destroyed shall
make affidavit or affirmation of that fact in such form as the corporation may
require and, if the board, the President or the secretary shall so require,
shall give the corporation and/or the transfer agents and registrars, if they
shall so require, a bond of indemnity, in form and with one or more sureties
satisfactory to the board, the President, the secretary and/or the transfer
agents and registrars, in such amount as the board, the President or the
secretary may direct and/or the transfer agents and registrars may require,
whereupon a new Certificate or uncertificated shares may be issued of the same
tenor and for the same number of shares as the one alleged to be lost, stolen or
destroyed.  An uncertificated share may be issued in place of the lost,
stolen or destroyed Certificate.
 
 ARTICLE VII - FISCAL
YEAR
 
 The
fiscal year of the corporation shall end on the last day of such month on each
year as the directors may prescribe.
 
 ARTICLE VIII –
DIVIDENDS
 
 The
directors may from time to time declare, and the corporation may pay, dividends
on its outstanding shares in the manner and upon the terms and conditions
provided by law.
 
 ARTICLE IX –
SEAL
 
 The
directors may, in their discretion, provide a corporate seal which shall have
inscribed thereon the name of the corporation, the state of incorporation, and
the words, "Corporate Seal".
 
 
  ARTICLE X - WAIVER OF
NOTICE
  Unless
otherwise provided by law, whenever any notice is required to be given to any
stockholder or director of the corporation under the provisions of these by-laws
or under the provisions of the certificate of incorporation, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.
 
 ARTICLE XI –
AMENDMENTS
 
 These
by-laws may be altered, amended or repealed and new by-laws may be adopted by
action of the board of directors or by vote of the holders of
seventy-five
 percent
or more of the stockholders entitled to vote at a meeting of
stockholders.
 
 ARTICLE XII –
INDEMNIFICATION
 
 1.
 INDEMNIFICATION
OF THIRD PARTY ACTIONS.
 
 The
corporation shall to the fullest extent permitted by law indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interest of the corporation, and, with respect
to any criminal action or proceeding, had not reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in the
best interest of the corporation, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was
unlawful.
 
 2.
 INDEMNIFICATION
- CORPORATE ACTIONS.
 
 The
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorney's fees)
actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which the person shall have been adjudged to be
liable to the corporation, unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such expenses as the
court considers proper.
  
 
 3.
 DETERMINATION.
 
 To the
extent that a director, officer, employee or agent of the corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 1 and 2 of this Article XII, or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorney's fees) which he actually and reasonably incurred in
connection therewith. Any other indemnification under Section 1 and 2 of this
Article XII not ordered by a court shall be made by the corporation upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in Section 1 or 2 hereof. Such determination shall be made
either by (1) the board of directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or proceeding, (2) by
independent legal counsel in a written opinion, or (3) by the stockholders by a
majority vote of a quorum of stockholders at any meeting duly called for such
purpose.
 
 4.
 GENERAL
INDEMNIFICATION.
 
 The
indemnification and advancement of expenses provided by this Article may not be
construed to be exclusive of any of the rights to which a person seeking
indemnification or advancement of expenses may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to an action in his official capacity and as to an action in another capacity
while holding office.
 
 5.
 ADVANCES.
 
 Expenses
incurred in defending a civil or criminal action, suit or proceeding may be paid
by the corporation in advance of the final disposition of the action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent that he shall repay the amount advanced if it is
ultimately determined that he is not entitled to be indemnified by the
corporation as authorized by this Article.
 
 6.
 SCOPE OF
INDEMNIFICATION.
 
 The
indemnification and advancement of expenses authorized by this Article shall
apply to all present and future directors, officers, employees and agents of the
corporation and shall continue as to such persons who cease to be directors,
officers, employees, or agents of the corporation and shall inure to the benefit
of the heirs, executors, and administrators of all such persons and shall be in
addition to all other indemnification and advancement of expenses provided by
law.
 
 7.
 INSURANCE.
 
 The
corporation shall purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity or arising out of his status in any such capacity, whether or not
the corporation would have the power to indemnify him against any such liability
under the provision of this Article X11 or the laws of the State of Nevada, as
the same may hereafter be amended or modified.