BYLAWS





OF





XTREME
GREEN PRODUCTS INC.





(a Nevada
corporation)





_____________





ARTICLE I





STOCKHOLDERS





1.  CERTIFICATES REPRESENTING STOCK.  Certificates
representing stock in the corporation shall be signed by, or in the name of, the
corporation by the Chairperson or Vice-Chairperson of the Board of Directors, if
any, or by the Chief Executive Officer or a President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of the
corporation.  Any or all the signatures on any such certificate may be
a facsimile.  In case any officer, transfer agent, or registrar who
has signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent, or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if such person were such officer, transfer agent, or registrar at the date of
issue.





Whenever the corporation shall be
authorized to issue more than one class of stock or more than one series of any
class of stock, and whenever the corporation shall issue any shares of its stock
as partly paid stock, the certificates representing shares of any such class or
series or of any such partly paid stock shall set forth thereon the statements
prescribed by the Private Corporations Law.  Any restrictions on the
transfer or registration of transfer of any shares of stock of any class or
series shall be noted conspicuously on the certificate representing such
shares.





The corporation may issue a new
certificate of stock or uncertificated shares in place of any certificate
theretofore issued by it, alleged to have been lost, stolen, or destroyed, and
the Board of Directors may require the owner of the lost, stolen, or destroyed
certificate, or such owner's legal representative, to give the corporation a
bond sufficient to indemnify the corporation against any claim that may be made
against it on account of the alleged loss, theft, or destruction of any such
certificate or the issuance of any such new certificate or uncertificated
shares.





2.  UNCERTIFICATED SHARES.  Subject
to any conditions imposed by the Private Corporations Law, the Board of
Directors of the corporation may provide by resolution or resolutions that some
or all of any or all classes or series of the stock of the corporation shall be
uncertificated shares.  Within a reasonable time after the issuance or
transfer of any uncertificated shares, the corporation shall send to the
registered owner thereof any written notice prescribed by the Private
Corporations Law.










3.  FRACTIONAL SHARE INTERESTS.  The
corporation may, but shall not be required to, issue fractions of a
share.  If the corporation does not issue fractions of a share, it
shall (1) arrange for the disposition of fractional interests by those entitled
thereto, (2) pay in cash the fair value of fractions of a share as of the time
when those entitled to receive such fractions are determined, or (3) issue scrip
or warrants in registered form (either represented by a certificate or
uncertificated) or bearer form (represented by a certificate) which shall
entitle the holder to receive a full share upon the surrender of such scrip or
warrants aggregating a full share.  A certificate for a fractional
share or an uncertificated fractional share shall, but scrip or warrants shall
not unless otherwise provided therein, entitle the holder to exercise voting
rights, to receive dividends thereon, and to participate in any of the assets of
the corporation in the event of liquidation.  The Board of Directors
may cause scrip or warrants to be issued subject to the conditions that they
shall become void if not exchanged for certificates representing the full shares
or uncertificated full shares before a specified date, or subject to the
conditions that the shares for which scrip or warrants are exchangeable may be
sold by the corporation and the proceeds thereof distributed to the holders of
scrip or warrants, or subject to any other conditions which the Board of
Directors may impose.





4.  STOCK TRANSFERS.  Upon
compliance with provisions restricting the transfer or registration of transfer
of shares of stock, if any, transfers or registration of transfers of shares of
stock of the corporation shall be made only on the stock ledger of the
corporation by the registered holder thereof, or by the registered holder's
attorney thereunto authorized by power of attorney duly executed and filed with
the Secretary of the corporation or with a transfer agent or a registrar, if
any, and, in the case of shares represented by certificates, on surrender of the
certificate or certificates for such shares of stock properly endorsed and the
payment of all taxes due thereon.





5.  RECORD DATE FOR STOCKHOLDERS.  In
order that the corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than sixty nor less than ten
days before the date of such meeting.  If no record date is fixed by
the Board of Directors, 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 day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held.  A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.  In order that the
corporation may determine the stockholders entitled to consent to corporate
action in writing without a meeting, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which date
shall not be more than ten days after the date upon which the resolution fixing
the record date is adopted by the Board of Directors.  If no record
date has been fixed by the Board of Directors, the record date for determining
the stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is required by the
Private Corporations Law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the corporation by delivery to its principal place of business or an officer or
agent of the corporation having custody of the book in which proceedings of
meetings of stockholders are recorded.  If no record date has been
fixed by the Board of Directors and prior action by the Board of Directors is
required by the Private Corporations Law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action. In order that the
corporation may determine 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 change, conversion, or
exchange of stock, or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted, and which record
date shall be not more than sixty days prior to such action.  If no
record date is fixed, 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 resolution relating thereto.










6.  MEANING OF CERTAIN TERMS.  As
used herein in respect of the right to notice of a meeting of stockholders or a
waiver thereof or to participate or vote thereat or to consent or dissent in
writing in lieu of a meeting, as the case may be, the term "share" or "shares"
or "share of stock" or "shares of stock" or "stockholder" or "stockholders"
refers to an outstanding share or shares of stock and to a holder or holders of
record of outstanding shares of stock when the corporation is authorized to
issue only one class of shares of stock, and said reference is also intended to
include any outstanding share or shares of stock and any holder or holders of
record of outstanding shares of stock of any class upon which or upon whom the
certificate of incorporation confers such rights where there are two or more
classes or series of shares of stock or upon which or upon whom the Private
Corporations Law confers such rights notwithstanding that the certificate of
incorporation may provide for more than one class or series of shares of stock,
one or more of which are limited or denied such rights thereunder; provided,
however, that no such right shall vest in the event of an increase or a decrease
in the authorized number of shares of stock of any class or series which is
otherwise denied voting rights under the provisions of the certificate of
incorporation, except as any provision of law may otherwise
require.





7.  STOCKHOLDER MEETINGS.





- TIME.  The
annual meeting shall be held on the date and at the time fixed, from time to
time, by the directors, provided, that the first annual meeting shall be held on
a date within thirteen months after the organization of the corporation, and
each successive annual meeting shall be held on a date within thirteen months
after the date of the preceding annual meeting.  A special meeting
shall be held on the date and at the time fixed by the directors.





- PLACE.  Annual
meetings and special meetings may be held at such place, either within or
without the State of Nevada, as the directors may, from time to time, fix.
Whenever the directors shall fail to fix such place, the meeting shall be held
at the registered office of the corporation in the State of
Nevada.  The board of directors may also, in its sole discretion,
determine that the meeting shall not be held at any place, but may instead be
held solely by means of remote communication as authorized by Section 78.320 of
the Nevada Private Corporations Law. If a meeting by remote communication is
authorized by the board of directors in its sole discretion, and subject to
guidelines and procedures as the board of directors may adopt, stockholders and
proxyholders not physically present at a meeting of stockholders may, by means
of remote communication participate in a meeting of stockholders and be deemed
present in person and vote at a meeting of stockholders whether such meeting is
to be held at a designated place or solely by means of remote communication,
provided that (a) the corporation shall implement reasonable measures to verify
that each person deemed present and permitted to vote at the meeting by means of
remote communication is a stockholder or proxyholder, (b) the corporation shall
implement reasonable measures to provide such stockholders and proxyholders a
reasonable opportunity to participate in the meeting and to vote on matters
submitted to the stockholders, including an opportunity to read or hear the
proceedings of the meeting substantially concurrently with such proceedings, and
(c) if any stockholder or proxyholder votes or takes other action at the meeting
by means of remote communication, a record of such vote or other action shall be
maintained by the corporation.










- CALL.  Annual
meetings and special meetings may be called by the directors or by any officer
instructed by the directors to call the meeting.





- NOTICE OR WAIVER OF NOTICE.  Written
notice of all meetings shall be given, which shall state the place, if any,
date, and hour of the meeting, the means of remote communication, if any, by
which stockholders and proxyholders may be deemed to be present in person and
vote at such meeting, and in the case of a special meeting, the purpose or
purposes for which the meeting is called.  The notice of an annual
meeting shall state that the meeting is called for the election of directors and
for the transaction of other business which may properly come before the
meeting, and shall (if any other action which could be taken at a special
meeting is to be taken at such annual meeting) state the purpose or purposes.
The notice of any meeting shall also include, or be accompanied by, any
additional statements, information, or documents prescribed by the Private
Corporations Law.  Except as otherwise provided by the Private
Corporations Law, the written notice of any meeting shall be given not less than
ten days nor more than sixty days before the date of the meeting to each
stockholder entitled to vote at such meeting.  If mailed, notice is
given when deposited in the United States mail, postage prepaid, directed to the
stockholder at such stockholder’s address as it appears on the records of the
corporation.  If a meeting is adjourned to another time or place,
notice need not be given of the adjourned meeting if the time, place, if any,
thereof, and the means of remote communications, if any, by which stockholders
and proxyholders may be deemed to be present in person and vote at such
adjourned meeting are announced at the meeting at which the adjournment is
taken.  At the adjourned meeting the corporation may transact any
business which might have been transacted at the original meeting.  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.  Whenever notice is required to be given under the Nevada
Private Corporations Law, certificate of incorporation or bylaws, a written
waiver signed by the person entitled to notice, or a waiver by electronic
transmission by the person entitled to notice, whether before or after the time
stated therein, shall be deemed equivalent to notice. Attendance of a
stockholder at a meeting of stockholders shall constitute a waiver of notice of
such meeting, except when the stockholder attends the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders need be specified in any written waiver of notice or any
waiver by electronic transmission unless so required by the certificate of
incorporation or these bylaws.










- STOCKHOLDER LIST.  The
officer who has charge of the stock ledger of the corporation shall prepare and
make, at least ten days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting for a
period of at least ten days prior to the meeting on a reasonably accessible
electronic network, provided that the information required to gain access to
such list is provided with the notice of the meeting or during ordinary business
hours at the principal place of business of the corporation.  In the
event that the corporation determines to make the list available on an
electronic network, the corporation may take reasonable steps to ensure that
such information is available only to stockholders of the
corporation.  If the meeting is to be held at a place, then the list
shall be produced and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is
present.  If the meeting is to be held solely by means of remote
communication, then the list shall also be open to the examination of any
stockholder during the whole time of the meeting on a reasonably accessible
electronic network, and the information required to access such list shall be
provided with the notice of the meeting.  The stock ledger shall be
the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by this section or the books of the corporation, or to
vote in person or by proxy at any meeting of stockholders.





- CONDUCT OF MEETING.  Meetings
of the stockholders shall be presided over by one of the following officers in
the order of seniority and if present and acting - the Chairperson of the Board,
if any, the Vice-Chairperson of the Board, if any, the Chief Executive Officer,
President, an Executive Vice-President, or, if none of the foregoing is in
office and present and acting, by a chairperson to be chosen by the
stockholders.  The Secretary of the corporation, or in such
Secretary's absence, an Assistant Secretary, shall act as secretary of every
meeting, but if neither the Secretary nor an Assistant Secretary is present the
chairperson of the meeting shall appoint a secretary of the
meeting.





- PROXY REPRESENTATION.  Each
stockholder entitled to vote at a meeting of stockholders or to express consent
or dissent to corporate action in writing without a meeting may authorize
another person or persons to act for such stockholder by proxy, but no such
proxy shall be voted or acted upon after 3 years from its date, unless the proxy
provides for a longer period. A stockholder may execute a writing authorizing
another person or persons to act for such stockholder as
proxy.  Execution may be accomplished by the stockholder or such
stockholder’s authorized officer, director, employee or agent signing such
writing or causing such person’s signature to be affixed to such writing by any
reasonable means including, but not limited to, by facsimile
signature.  A stockholder may also authorize another person or persons
to act for such stockholder as proxy by transmitting or authorizing the
transmission of a telegram, cablegram, or other means of electronic transmission
to the person who will be the holder of the proxy or to a proxy solicitation
firm, proxy support service organization or like agent duly authorized by the
person who will be the holder of the proxy to receive such transmission,
provided that any such telegram, cablegram or other means of electronic
transmission must either set forth or be submitted with information from which
it can be determined that the telegram, cablegram or other electronic
transmission was authorized by the stockholder.  If it is determined
that such telegrams, cablegrams or other electronic transmissions are valid, the
inspectors or, if there are no inspectors, such other persons making the
determination shall specify the information upon which they
relied.  Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission created pursuant to Section 78.355
of the Nevada Private Corporations Law may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the original
writing or transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and, if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable
power.  A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally.










- INSPECTORS.  The
directors, in advance of any meeting, may, but need not, appoint one or more
inspectors of election to act at the meeting or any adjournment
thereof.  If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more
inspectors.  In case any person who may be appointed as an inspector
fails to appear or act, the vacancy may be filled by appointment made by the
directors in advance of the meeting or at the meeting by the person presiding
thereat.  Each inspector, if any, before entering upon the discharge
of duties of inspector, shall take and sign an oath faithfully to execute the
duties of inspector at such meeting with strict impartiality and according to
the best of such inspector's ability.  The inspectors, if any, shall
determine the number of shares of stock outstanding and the voting power of
each, the shares of stock represented at the meeting, the existence of a quorum,
the validity and effect of proxies, and shall receive votes, ballots, or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots, or consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all stockholders.  On request of the person
presiding at the meeting, the inspector or inspectors, if any, shall make a
report in writing of any challenge, question, or matter determined by such
inspector or inspectors and execute a certificate of any fact found by such
inspector or inspectors.





- QUORUM.  The
holders of a majority of the outstanding shares of stock shall constitute a
quorum at a meeting of stockholders for the transaction of any
business.  The stockholders present may adjourn the meeting despite
the absence of a quorum.





- VOTING.  Each
share of stock shall entitle the holder thereof to one
vote.  Directors shall be elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and entitled to
vote on the election of directors.  Any other action shall be
authorized by a majority of the votes cast except where the Private Corporations
Law prescribes a different percentage of votes and/or a different exercise of
voting power, and except as may be otherwise prescribed by the provisions of the
certificate of incorporation and these Bylaws.  In the election of
directors, and for any other action, voting need not be by ballot.





8.  STOCKHOLDER ACTION WITHOUT MEETINGS.  Except
as any provision of the Private Corporations Law may otherwise require, any
action required by the Private Corporations Law to be taken at any annual or
special meeting of stockholders, or any action which may be taken at any annual
or special meeting of stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. A telegram, cablegram or other electronic transmission
consenting to an action to be taken and transmitted by a stockholder or
proxyholder, or by a person or persons authorized to act for a stockholder or
proxyholder, shall be deemed to be written, signed and dated for the purposes of
this section, provided that any such telegram, cablegram or other electronic
transmission sets forth or is delivered with information from which the
corporation can determine that the telegram, cablegram or other electronic
transmission was transmitted by the stockholder or proxyholder or by a person or
persons authorized to act for the stockholder or proxyholder and the date on
which such stockholder or proxyholder or authorized person or persons
transmitted such telegram, cablegram or electronic transmission.  The
date on which such telegram, cablegram or electronic transmission is transmitted
shall be deemed to be the date on which such consent was signed.  No
consent given by telegram, cablegram or other electronic transmission shall be
deemed to have been delivered until such consent is reproduced in paper form and
until such paper shall be delivered to the corporation by delivery to its
principal place of business or an officer or agent of the corporation having
custody of the book in which the proceedings of meetings of stockholders are
recorded, to the extent and in the manner provided by resolution of the board of
directors of the corporation.    Any copy, facsimile or
other reliable reproduction of a consent in writing may be substituted or used
in lieu of the original writing for any and all purposes for which the original
writing could be used, provided that such copy, facsimile or other reproduction
shall be a complete reproduction of the entire original
writing.  Prompt notice of the taking of the corporate action without
a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.  Action taken pursuant
to this paragraph shall be subject to the provisions of Section 78.320 of the
Private Corporations Law.










ARTICLE II





DIRECTORS





1.  FUNCTIONS AND DEFINITION.  The
business and affairs of the corporation shall be managed by or under the
direction of the Board of Directors of the corporation.  The Board of
Directors shall have the authority to fix the compensation of the members
thereof.  The use of the phrase "whole board" herein refers to the
total number of directors which the corporation would have if there were no
vacancies.





2.  QUALIFICATIONS AND NUMBER.  A
director need not be a stockholder, a citizen of the United States, or a
resident of the State of Nevada.  The initial Board of Directors shall
consist of one person.  Thereafter the number of directors
constituting the whole board shall be at least one.  Subject to the
foregoing limitation and except for the first Board of Directors, such number
may be fixed from time to time by action of the stockholders or of the
directors, or, if the number is not fixed, the number shall be
one.  The number of directors may be increased or decreased by action
of the stockholders or of the directors.





3.  ELECTION AND TERM.  The
first Board of Directors, unless the members thereof shall have been named in
the certificate of incorporation, shall be elected by the incorporator or
incorporators and shall hold office until the first annual meeting of
stockholders and until their successors are elected and qualified or until their
earlier resignation or removal.  Any director may resign at any time
upon notice given in writing or by electronic transmission to the
corporation.  Thereafter, directors who are elected at an annual
meeting of stockholders, and directors who are elected in the interim to fill
vacancies and newly created directorships, shall hold office until the next
annual meeting of stockholders and until their successors are elected and
qualified or until their earlier resignation or removal.  Except as
the Private Corporations Law may otherwise require, in the interim between
annual meetings of stockholders or of special meetings of stockholders called
for the election of directors and/or for the removal of one or more directors
and for the filling of any vacancy in that connection, newly created
directorships and any vacancies in the Board of Directors, including unfilled
vacancies resulting from the removal of directors for cause or without cause,
may be filled by the vote of a majority of the remaining directors then in
office, although less than a quorum, or by the sole remaining
director.














4.  MEETINGS.





- TIME.  Meetings
shall be held at such time as the Board shall fix, except that the first meeting
of a newly elected Board shall be held as soon after its election as the
directors may conveniently assemble.





- PLACE.  Meetings
shall be held at such place within or without the State of Nevada as shall be
fixed by the Board.





- CALL.  No
call shall be required for regular meetings for which the time and place have
been fixed. Special meetings may be called by or at the direction of the
Chairperson of the Board, if any, the Vice-Chairperson of the Board, if any, of
the President, or of a majority of the directors in office.





- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER.  No
notice shall be required for regular meetings for which the time and place have
been fixed.  Written, oral, or any other mode of notice of the time
and place shall be given for special meetings in sufficient time for the
convenient assembly of the directors thereat. Whenever notice is required to be
given under the Nevada Private Corporations Law, certificate of incorporation or
bylaws, a written waiver signed by the person entitled to notice, or a waiver by
electronic transmission by the person entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent to notice. Attendance
of any such person at a meeting shall constitute a waiver of notice of such
meeting, except when such person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.  Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the directors need be specified in any written waiver of notice.





- QUORUM AND ACTION.  A
majority of the whole Board shall constitute a quorum except when a vacancy or
vacancies prevents such majority, whereupon a majority of the directors in
office shall constitute a quorum, provided, that such majority shall constitute
at least one-third of the whole Board.  A majority of the directors
present, whether or not a quorum is present, may adjourn a meeting to another
time and place.  Except as herein otherwise provided, and except as
otherwise provided by the Private Corporations Law, the vote of the majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board.  The quorum and voting provisions herein stated shall
not be construed as conflicting with any provisions of the Private Corporations
Law and these Bylaws which govern a meeting of directors held to fill vacancies
and newly created directorships in the Board or action of disinterested
directors.





Any member or members of the Board of
Directors or of any committee designated by the Board, may participate in a
meeting of the Board, or any such committee, as the case may be, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other.










- CHAIRPERSON OF THE MEETING.  The
Chairperson of the Board, if any and if present and acting, shall preside at all
meetings.  Otherwise, the Vice-Chairperson of the Board, if any and if
present and acting, or the President, if present and acting, or any other
director chosen by the Board, shall preside.





5.  REMOVAL OF DIRECTORS.  Except
as may otherwise be provided by the Private Corporations Law, any director or
the entire Board of Directors may be removed, with or without cause, by the
holders of a majority of the shares then entitled to vote at an election of
directors.





6. COMMITTEES.  The
Board of Directors may designate one or more committees, each committee to
consist of one or more of the directors of the corporation.  The Board
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 any member of any
such committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not such member or members
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.  Any such committee, to the extent provided in the resolution
of the Board, shall have and may exercise all the powers and authority of the
Board of Directors in the management of the business and affairs of the
corporation with the exception of any power or authority the delegation of which
is prohibited by Section 78.125 of the Private Corporations Law, and may
authorize the seal of the corporation to be affixed to all papers which may
require it.





7.  WRITTEN ACTION. Any action
required or permitted to be taken at any meeting of the Board of Directors or
any committee thereof may be taken without a meeting if all members of the Board
or committee, as the case may be, consent thereto in writing or electronic
transmission, and the writing or writings or electronic transmission or
transmissions are filed with the minutes of proceedings of the Board or
committee.  Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form.





ARTICLE III





OFFICERS





The officers of the corporation shall
consist of a Chief Executive Officer, President, a Secretary, a Treasurer, and,
if deemed necessary, expedient, or desirable by the Board of Directors, a
Chairperson of the Board, a Vice-Chairperson of the Board, one or more Executive
Vice-Presidents, one or more other Vice-Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers with such
titles as the resolution of the Board of Directors choosing them shall
designate.  Except as may otherwise be provided in the resolution of
the Board of Directors choosing such officer, no officer other than the
Chairperson or Vice-Chairperson of the Board, if any, need be a
director.  Any number of offices may be held by the same person, as
the directors may determine.










Unless otherwise provided in the
resolution choosing such officer, each officer shall be chosen for a term which
shall continue until the meeting of the Board of Directors following the next
annual meeting of stockholders and until such officer's successor shall have
been chosen and qualified.





All officers of the corporation shall
have such authority and perform such duties in the management and operation of
the corporation as shall be prescribed in the resolutions of the Board of
Directors designating and choosing such officers and prescribing their authority
and duties, and shall have such additional authority and duties as are incident
to their office except to the extent that such resolutions may be inconsistent
therewith.  The Secretary or an Assistant Secretary of the corporation
shall record all of the proceedings of all meetings and actions in writing of
stockholders, directors, and committees of directors, and shall exercise such
additional authority and perform such additional duties as the Board shall
assign to such Secretary or Assistant Secretary.  Any officer may be
removed, with or without cause, by the Board of Directors.  Any
vacancy in any office may be filled by the Board of Directors.





ARTICLE IV





CORPORATE SEAL





The corporate seal shall be in such
form as the Board of Directors shall prescribe.





ARTICLE V





FISCAL YEAR





The fiscal year of the corporation
shall be fixed, and shall be subject to change, by the Board of
Directors.





ARTICLE VI





CONTROL OVER BYLAWS





Subject to the provisions of the
certificate of incorporation and the provisions of the Private Corporations Law,
the power to amend, alter, or repeal these Bylaws and to adopt new Bylaws may be
exercised by the Board of Directors or by the stockholders.














ARTICLE VII





INDEMNIFICATION





A director or officer of the
Corporation shall have no personal liability to the Corporation or its
stockholders for damages for breach of fiduciary duty as a director or officer,
except for damages for breach of fiduciary duty resulting from (a) acts or
omissions which involve intentional misconduct, fraud, or a knowing violation of
law, or (b) the payment of dividends in violation of section 78.3900 of the
Nevada Revised Statutes as it may from time to time be amended or any successor
provision thereto.