AMENDED AND RESTATED BYLAWS
                                       OF
                           GULF COAST OIL & GAS, INC.

                             (ADOPTED JUNE 17, 2005)

            ARTICLE 1: IDENTIFICATION, RECORDS, SEAL AND FISCAL YEAR

      SECTION 1.01. NAME. The name of the Corporation is Gulf Coast Oil & Gas,
Inc. (the "CORPORATION").

      SECTION 1.02. PLACE OF KEEPING CORPORATE BOOKS AND RECORDS. The
Corporation shall keep and maintain at its principal office, or at such other
place or places within or without the State of Nevada as may be provided, from
time to time, by the Board of Directors of the Corporation (the "BOARD"), a copy
of (a) its Articles of Incorporation and all amendments thereto currently in
effect (the "ARTICLES"); (b) its Bylaws and all amendments thereto currently in
effect (the "BYLAWS") (c) minutes of all meetings of the Board and of each
committee, and records of all actions taken by the Board and by each committee
without a meeting; (d) minutes of all meetings of the stockholders of the
Corporation (the "STOCKHOLDERS") and records of all actions taken by the
Stockholders without a meeting; (e) a record of the Stockholders in a form that
permits preparation of a list of the names and addresses of all the
Stockholders, in alphabetical order by class of shares, stating the number and
class of shares held by each Stockholder; and (f) accounting books and other
records of its business or properties as may be necessary or advisable. All of
the records of the Corporation described in this Section shall be maintained in
written form or in another form capable of conversion into written form within a
reasonable time.

      SECTION 1.03. SEAL. The Board may designate the design and cause the
Corporation to obtain and use a corporate seal, but the failure of the Board to
designate a seal or the absence of the impression of the corporate seal from any
document does not affect in any way the validity or effect of such document.

      SECTION 1.04. FISCAL YEAR. The fiscal year of the Corporation shall end at
such time as the Board shall determine. In the event the Board shall not make
such a determination, the fiscal year of the Corporation shall be the fiscal
year adopted in the first federal income tax return of the Corporation.

                                ARTICLE 2: SHARES

      SECTION 2.01. CERTIFICATES FOR SHARES. Each holder of the shares of the
Corporation shall be entitled to a certificate in such form as the Board may
prescribe from time to time. However, unless the Articles provide otherwise, the
Board may authorize the issue of some or all of the shares of any or all of the
Corporation's classes or series without certificates. Within a reasonable time
after the issue or transfer of shares without certificates, the Corporation
shall send the Stockholder a written statement of the information required on
certificates by the Nevada Corporation Law, as amended from time to time (the
"ACT"), and the information required by the Nevada Uniform Commercial Code, as
in effect from time to time. A holder of such shares may request that a
certificate be provided to him by giving notice to the Secretary of the
Corporation. The certificate shall be provided in the form prescribed by the
Board.
<PAGE>

      SECTION 2.02. TRANSFER OF SHARES. The shares of the Corporation shall be
transferable only on the books of the Corporation upon delivery to the
Corporation of the certificate(s) representing the same or, in the case of
shares without certificates, an instrument of assignment in respect of the
shares being transferred, in form and substance satisfactory to the Corporation,
properly endorsed by the registered holder or by his duly authorized attorney,
such endorsement or endorsements to be witnessed by one witness or guaranteed by
a bank or registered securities broker or dealer. The requirement for such
witnessing may be waived in writing upon the form of endorsement by the
President of the Corporation. Within a reasonable time after the transfer of
shares without certificates, the Corporation shall send the Stockholder a
written statement of the information required by SECTION 2.01 of these Bylaws.

      SECTION 2.03. LOST, STOLEN OR DESTROYED CERTIFICATES. The Corporation may
issue a new certificate for shares in the place of any certificate theretofore
issued and alleged to have been lost, stolen or destroyed, but the Board may
require the owner of such lost, stolen or destroyed certificate, or his legal
representative, to furnish affidavit as to such loss, theft or destruction and
representative, to furnish an affidavit as to such loss, theft or destruction
and to give a bond in such form and substance, and with such surety or sureties,
with fixed or open penalty, as it may direct to indemnify the Corporation
against any claim that may be made on account of the alleged loss, theft or
destruction of such certificate or the issuance of a new certificate or
uncertificated share. A new certificate may be issued without requiring any bond
when, in the judgment of the Board, it is not imprudent to do so.

      SECTION 2.04. ISSUE AND CONSIDERATION FOR SHARES. The Board may authorize
shares to be issued for consideration consisting of any tangible or intangible
property or benefit to the Corporation, including, but not limited to, cash,
promissory notes, services performed, contracts for services to be performed, or
other securities of the Corporation. The adequacy of the consideration is to be
determined by the Board, and that determination is conclusive insofar as the
adequacy of the shares relates to whether the shares are validly issued, fully
paid, and nonassessable. Once the Corporation receives the consideration for
which the Board authorized the issuance of the shares, the shares are fully paid
and nonassessable.


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<PAGE>

                       ARTICLE 3: MEETINGS OF STOCKHOLDERS

      SECTION 3.01. PLACE OF MEETINGS. All meetings of Stockholders shall be
held at the principal office of the Corporation or at such other place, within
or without the State of Nevada, as may be specified in the respective notices or
waivers of notice thereof.

      SECTION 3.02. ANNUAL MEETING. Unless otherwise determined by the Board,
the annual meeting of the Stockholders for the election of Directors, and for
the transaction of such other business as may properly come before the meeting,
shall be held on such date and at such time as shall be designated by the Board
and stated in the notice of the meeting. Failure to hold the Annual Meeting at
the designated time does not affect the validity of any corporate action.

      SECTION 3.03. SPECIAL MEETINGS. Special meetings, for any purpose or
purposes (unless otherwise prescribed by law), may be called by the Board or the
President, and shall be called by the President or any Vice President at (a) the
request in writing of a majority of the Board, or (b) the written demand,
delivered to the Secretary, of Stockholders holding of record more than 50% of
the voting power of all the shares of the Corporation issued and outstanding and
entitled by the Articles to vote on the business proposed to be transacted
thereat. All requests or demands for special meetings shall state the purpose or
purposes thereof, and the business transacted at such meeting shall be confined
to the purposes stated in the call and matters germane thereto.

      SECTION 3.04. RECORD DATE. The Board may fix a record date, not more than
sixty (60) days nor less than ten (10) days prior to the date of any meeting of
the Stockholders, for the purpose of determining the Stockholders entitled to
notice of and to vote at such meeting. A new record date may be fixed by the
Board if the meeting of Stockholders is adjourned.

      SECTION 3.05. NOTICE OF MEETINGS. A written or printed notice, stating the
place, day and hour of meeting, and, in the case of a special meeting or when
otherwise required by any provision of the Act, the Articles or these Bylaws,
the purpose or purposes for which the meeting is called, shall be delivered or
mailed by the President, a Vice President or the Secretary or by the persons
calling the meeting to each Stockholder at the time entitled to vote, at such
address as appears on the records of the Corporation, at least ten (10) and not
more than sixty (60) days before the date of the meeting. Notice of any special
meeting called at the written demand of Stockholders shall be delivered or
mailed within sixty (60) days of the Secretary's receipt of such demand. Each
Stockholder who has in the manner provided in SECTION 3.06 of these Bylaws
waived notice of a Stockholders' meeting, or who personally attends a
Stockholders' meeting, or is represented thereat by a proxy duly authorized to
appear by an instrument of proxy complying with the requirements hereinafter set
forth, shall be conclusively presumed to have been given due notice of such
meeting.


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      SECTION 3.06. WAIVER OF NOTICE. Notice of any annual or special meeting
may be waived in writing by any Stockholder, before or after the date and time
of the meeting specified in the notice thereof, by a written waiver delivered to
the Corporation for inclusion in the minutes or filing with the corporate
records. A Stockholder's attendance at any meeting in person or by proxy shall
constitute a waiver of (a) notice of such meeting, unless the Stockholder at the
beginning of the meeting objects to the holding of or the transaction of
business at the meeting and (b) consideration at such meeting of any business
that is not within the purpose or purposes described in the meeting notice,
unless the Stockholder objects to considering the matter when it is presented.

      SECTION 3.07. PROXIES. A Stockholder entitled to vote at any meeting may
vote either in person or by proxy executed in writing by the Stockholder or a
duly authorized agent of such Stockholder. For purposes of this Section, a proxy
granted by telegram, telex, telecopy or other record transmitted electronically
for or by a Stockholder shall be deemed as executed in writing by the
Stockholder. The revocability of a proxy that states on its face that it is
irrevocable shall be governed by the provisions of Section 78.355 of the Nevada
Revised Statutes.

      SECTION 3.08. QUORUM. At any meeting of Stockholders, the holders of a
majority of the voting power of the Corporation, which includes the voting power
that is present in person or by proxy, regardless of whether the proxy has
authority to vote on all matters, constitutes a quorum for the transaction of
business except as otherwise provided by statute or the Articles. In case a
quorum shall not be present at a meeting, the holders of record of a majority of
the voting power so present in person or by proxy may adjourn the meeting from
time to time, without notice, other than announcement at the meeting, unless a
new record date is set by the Board, in which case notice of the adjourned
meeting shall be given. At any 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 scheduled.

      In all matters other than the election of directors, if a quorum is
present, the vote of the holders of shares constituting a majority of the voting
power present in person or represented by proxy (and authorized to vote on such
matters) shall be the act of the Stockholders, unless the vote of a greater
number is required by the Bylaws, the Articles or the Act. If a quorum is
present, directors shall be elected by a plurality of the votes cast at the
election.

      SECTION 3.09. STOCKHOLDER LIST. The Secretary shall prepare before each
meeting of Stockholders a complete list of the Stockholders entitled to notice
of the meeting, arranged in alphabetical order by class of shares (and each
series within a class), and showing the address of, and the number of shares
entitled to vote held by, each stockholder (the "STOCKHOLDER LIST"). Beginning
five business days before the meeting and continuing throughout the meeting, the
Stockholder List shall be on file at the principal office or at a place
identified in the meeting notice as the city where the meeting will be held and
shall be available for inspection by any Stockholder entitled to vote at the
meeting. On written demand, made in good faith and for a proper purpose and
describing with reasonable particularity the Stockholder's purpose, the
Stockholder (or such Stockholder's agent or attorney authorized in writing)
shall be entitled to inspect and to copy the Stockholder List, during regular
business hours and at the Stockholder's expense, during the period the
Stockholder List is available for inspection. The original stock register or
transferred book, or a duplicate thereof, shall be the only evidence as to who
are the Stockholders entitled to examine the Stockholder List, or to notice of
or to vote at any meeting.


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<PAGE>

      SECTION 3.10. MEETING BY TELEPHONE, ETC. Any or all of the Stockholders
may participate in a meeting by or through the use of any means of communication
by which all Stockholders participating may simultaneously hear each other
during the meeting. A Stockholder participating in a meeting by this means is
deemed to be present in person at the meeting.

      SECTION 3.11. ACTION BY CONSENT. Any action required to by taken at any
annual or special meeting of Stockholders of the Corporation or any action which
may be taken at any annual or special meeting of such Stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent or
consents 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 and shall be
delivered to the Corporation by delivery to its registered office, 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. Delivery
made to the Corporation's registered office shall be by hand or by certified
registered mail, return receipt requested.

      Every written consent shall bear the date of signature of each Stockholder
who signs the consent, and no written consent shall be effective to take the
corporate action referred to therein unless, within 50 days of the earliest
dated consent delivered in the manner required by this Section to the
Corporation, written consents signed by a sufficient number of holders to take
action are delivered to the Corporation by delivery to its registered office,
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. Delivery made to the Corporation's registered office shall be made by
hand or by certified or registered mail, return receipt requested.

      Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to the Stockholders who have
not consented in writing.


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<PAGE>

                          ARTICLE 4: BOARD OF DIRECTORS

      SECTION 4.01. DUTIES AND NUMBER. The business and affairs of the
Corporation shall be managed under the direction of a Board of Directors. The
number of directors who shall constitute the Board shall equal not less than 1
nor more than 10, as the Board may determine by resolution from time to time.

      SECTION 4.02. ELECTION, TERM OF OFFICE AND QUALIFICATION. Directors shall
be elected at each annual meeting by the Stockholders entitled by the Articles
to elect Directors. Directors shall be elected for a term of one year and shall
hold office until their respective successors are elected and qualified.
Directors need not be residents of the State of Nevada or Stockholders of the
Corporation. No decrease in the number of Directors at any time provided for by
these Bylaws shall have the effect of shortening the term of any incumbent
Director.

      SECTION 4.03. POWERS OF DIRECTORS. The Board shall exercise all of the
powers of the Corporation, subject to the restrictions imposed by law, the
Articles, or these Bylaws.

      SECTION 4.04. USE OF COMMON AND PREFERRED STOCK WITHOUT SHAREHOLDER
APPROVAL. The Board of Directors may, by resolution or resolutions, use
authorized but unissued shares of Common Stock and Preferred Stock without
shareholder approval in order to acquire businesses, to obtain additional
financing or for other corporate purposes. Purchases of Convertible Preferred
Stock shall be treated in all respects as equivalent to purchases of Common
Stock, such that, upon acquisition, the requisite holding period for Rule 144
purposes shall begin when the Convertible Preferred Stock is acquired, and not
when it is converted from Preferred to Common Stock. Accordingly, if Preferred
Stock has been held for longer than two years and the holder is not an
affiliate, he/she/it shall be eligible for the safe harbor afforded by Rule 144
immediately upon conversion from Preferred to Common, as tacking shall be
explicitly permitted between the Preferred Stock Certificate and its equivalent
Common Stock Certificate (or Certificates).

      SECTION 4.05. SPECIAL POWERS. The Board of Directors shall have the right
to re-incorporate the corporation, to declare splits or reverse splits of the
stock of the corporation, increase or decrease the number of Common and/or
Preferred shares authorized to be issued and outstanding, or otherwise act on
matters concerning the corporate status and capital structure of the
corporation, without shareholder approval.

      SECTION 4.06. ANNUAL MEETING. Unless otherwise determined by the President
or the Board, the Board shall meet each year immediately after the annual
meeting of the Stockholders, at the place where such meeting of the Stockholders
has been held, for the purpose of organization, election of officers, and
consideration of any other business that may properly be brought before the
meeting. No notice shall be necessary for the holding of this annual meeting. If
such meeting is not held as above provided, the election of officers may be held
at any subsequent duly constituted meeting of the Board.


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      SECTION 4.07. REGULAR BOARD MEETINGS. Regular meetings of the Board may be
held at stated times or from time to time, and at such place, either within or
without the State of Nevada, as the Board may determine, without call and
without notice.

      SECTION 4.08. SPECIAL BOARD MEETINGS. Special meetings of the Board may be
called at any time or from time to time, and shall be called on the written
request of a majority of the Directors then in office or the President, by
causing the Secretary or any Assistant Secretary to give each Director, either
personally or by mail, telephone, telegraph, teletype or other form of
electronic communication at least two days' notice of the date, time and place
of such meeting. Special meetings shall be held at the principal office or at
such other place, within or without the State of Nevada, as shall be specified
in the respective notices or waivers of notice thereof. A Director may waive
notice of any special meeting of the Board before or after the date and time
stated in the notice by a written waiver signed by the Director and filed with
the minutes or corporate records. A Director's attendance at or participation in
a special meeting waives any required notice to the Director of the meeting
unless the Director at the beginning of the meeting (or promptly upon the
Director's arrival) objects to holding the meeting or transacting business at he
meeting and does not thereafter vote for or assent to action taken at the
meeting.

      SECTION 4.09. MEETING BY TELEPHONE, ETC. Any or all of the members of the
Board or of any committee designated by the Board may participate in a meeting
of the Board or the committee, or conduct a meeting through the use of any means
of communication by which all persons participating may simultaneously hear each
other during the meeting, and participation in a meeting using these means
constitutes presence in person at the meeting.

      SECTION 4.10. QUORUM. At all meetings of the Board, a majority of the
number of Directors then in office shall be necessary to constitute a quorum for
the transaction of any business, except (a) that for the purpose of filling of
vacancies of the Board, a majority of Directors then in office shall constitute
a quorum, and (b) that a lesser number may adjourn the meeting from time to time
until a quorum is present. The affirmative vote of a majority of the Directors
present at a meeting at which a quorum is present shall be the act of the Board,
unless the act of a greater number is required by law, the Articles or these
Bylaws.

      SECTION 4.11. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if the action is taken by all members of the Board or of such
committee. The action must be evidenced by one (1) or more written consents
describing the action taken, signed by each member of the Board or of the
committee, and included in the minutes or filed with the corporate records
reflecting the action taken. Action taken under this Section is effective when
the last member of the Board or of the committee signs a written consent, unless
the consent specifies a different prior or subsequent effective date.


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<PAGE>

      SECTION 4.12. RESIGNATIONS. Any Director may resign at any time by
delivering written notice to the Board, its Chairman, the President, or the
Secretary. Such resignation shall take effect when the notice is delivered
unless the notice specifies a later effective date. If the resignation specifies
a later effective date, the Board may fill the pending vacancy before the
effective date, but the new Director may not take office until the vacancy
occurs.

      SECTION 4.13. REMOVAL. Any Director may be removed, with or without cause,
at any meeting of the Stockholders may be removed from office by the vote of
stockholders representing not less than two-thirds of the voting power of the
issued and outstanding stock entitled to vote.

      SECTION 4.14. VACANCIES. Any vacancy occurring in the Board, including a
vacancy resulting from an increase in the number of Directors, may be filled by
the Board by the affirmative vote of a majority of all the Directors remaining
in office. Each Director so chosen shall hold office until the expiration of the
term of the Director, if any, whom he has been chosen to succeed, or, if none,
until the expiration of the term designated by the Board for the directorship to
which he has been elected, or until his earlier removal, resignation, death, or
other incapacity.

      SECTION 4.15. COMPENSATION OF DIRECTORS. The Board is empowered and
authorized to fix and determine the compensation of Directors for attendance at
meetings of the Board and additional compensation for such additional services
any of such Directors may perform for the Corporation.

                 ARTICLE 5: COMMITTEES OF THE BOARD OF DIRECTORS

      SECTION 5.01. CREATION OF COMMITTEES. The Board may create one (1) or more
committees and appoint members of the Board to serve on them. Each committee may
have one (1) or more members, who serve at the pleasure of the Board. The
creation of the committee and appointment of members to it must be approved by
the greater of: (a) a majority of all the Directors in office when the action is
taken; or (b) the number of Directors required by the Articles or these Bylaws
to take action under the Act.

      SECTION 5.02. POWERS OF THE COMMITTEES. To the extent specified by the
Board, each committee may exercise the authority of the Board. A committee may
not, however (a) authorize distributions, except a committee (or an executive
officer of the Corporation designated by the Board) may authorize or approve a
reacquisition of shares or other distribution if done according to a formula or
method, or within a range, prescribed by the Board; (b) approve or propose to
Stockholders action that the Act requires to be approved by Stockholders; (c)
fill vacancies on the Board or on any of its committees; (d) except to the
extent permitted by subsection (g) of this SECTION 5.02, amend the Articles; (e)
adopt, amend, or repeal these Bylaws; (f) approve a plan of merger not requiring
Stockholder approval; or (g) authorize or approve the issuance or sale or a
contract for sale of shares, or determine the designation and relative rights,
preferences, and limitations of a class or series of shares, except the Board
may authorize a committee (or an executive officer designated by the Board) to
take the action described in this subsection (g) within limits prescribed by the
Board.


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<PAGE>

      SECTION 5.03. MEETINGS: PROCEDURE; QUORUM. Sections 4.07 through 4.11 of
these Bylaws dealing with meetings, action without a meeting, notice and waiver
of notice, and quorum and voting requirements of the Board apply to the
committees and their members as well.

                               ARTICLE 6: OFFICERS

      SECTION 6.01. NUMBER. The officers of the Corporation shall consist of the
President, one (1) or more Vice-Presidents (if any), the Secretary, the
Treasurer, and such other officers as may be chosen by the Board at such time
and in such manner and for such terms as the Board may prescribe. Any two (2) or
more offices may be held by the same person.

      SECTION 6.02. ELECTION AND TERM OF OFFICE. The officers shall be chosen by
the Board or by an officer duly elected or appointed and duly authorized by the
Board. Each officer shall hold office until his successor is chosen and
qualified, until his death, until he shall have resigned, or shall have been
removed pursuant to SECTION 6.04 of the Bylaws.

      SECTION 6.03. RESIGNATIONS. Any officer may resign at any time by
delivering written notice to the Board, its Chairman, the President, or the
Secretary. Such resignation shall take effect when the notice is delivered
unless the notice specifies a later effective date. If a resignation is made
effective at a later date and the Corporation accepts the future effective date,
the Board may fill the pending vacancy before the effective date if the Board
provides that the successor does not take office until the effective date.

      SECTION 6.04. REMOVAL. Any officer may be removed either with or without
cause, at any time, by the vote of a majority of the actual number of Directors
elected and qualified from time to time, or by the officer who appointed that
officer.

      SECTION 6.05. VACANCIES. Whenever any vacancy shall occur in any office,
the same shall be filled by the Board or by an officer duly appointed by the
Board, and the officer so chosen shall hold office during the remainder of the
term for which his predecessor was chosen or as otherwise provided herein.

      SECTION 6.06. PRESIDENT. Subject to the general control of the Board, the
President shall manage and supervise all the affairs and personnel of the
Corporation and shall discharge all the usual function of the chief executive
officer of a corporation. He shall preside at all meetings of Stockholders and
Directors, discharge all the duties which devolve upon a presiding officer, and
shall exercise and perform such other powers and duties as these Bylaws or the
Board may prescribe. The President shall have full authority to execute proxies
in behalf of the Corporation, to vote stock owned by it in any other
Corporation, and to execute, with the Secretary, powers of attorney appointing
other corporations, partnerships, or individuals the agent of the Corporation,
all subject to the provisions of the Act, the Articles and these Bylaws.


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      SECTION 6.07. VICE-PRESIDENTS. Vice Presidents, in the order designated by
the President or the Board, shall exercise and perform all powers of, and
perform duties incumbent upon, the President during his absence or disability
and shall exercise and perform such other powers and duties as these Bylaws, the
Board or the President may prescribe.

      SECTION 6.08. SECRETARY. The Secretary shall attend all meetings of the
Stockholders and of the Board, and shall keep or cause to be kept in a book
provided for the purpose a true and complete record of the proceedings of such
meetings, and shall perform a like duty, when required, for all committees
created by the Board. He shall authenticate the records of the Corporation when
necessary and shall exercise and perform such other powers and duties as these
Bylaws, the Board, or the President may prescribe. He shall give all notices of
the Corporation and, in case of his absence, negligence, or refusal so to do,
any notice may be given by a person so directed by the President or by the
requisite number of Directors or Stockholders upon whose request the meeting is
called as provided by these Bylaws.

      SECTION 6.09. TREASURER. The Treasurer shall keep correct and complete
records of account, showing accurately at all times the financial condition of
the Corporation. He shall be the legal custodian of all moneys, notes,
securities and other valuables that may from time to time come into the
possession of the Corporation. He shall immediately deposit all funds of the
Corporation coming into his hands in some reliable bank or other depository to
be designated by the Board, and shall keep such bank account in the name of the
Corporation. He shall furnish at meetings of the Board, or whenever requested
thereby, a statement of the financial condition of the Corporation, and shall
exercise and perform such other powers and duties as these Bylaws, the Board, or
the President may prescribe. The Treasurer may be required to furnish bond in
such amount as shall be determined by the Board.

      SECTION 6.10. ASSISTANT OFFICERS. The Board or an officer duly appointed
by the Board may from time to time designate Assistant Officers who shall
exercise and perform such powers and duties as the officers whom they are
elected to assist shall specify and delegate to them, and such other powers and
duties as these Bylaws, the Board, or the President may prescribe. An Assistant
Secretary may, in the absence or disability of the Secretary, attest the
execution of all documents by the Corporation.


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      SECTION 6.11. DELEGATION OF AUTHORITY. In case of the absence of any
officer of the Corporation, or for any other reason that the Board may deem
sufficient, the Board may delegate the powers or duties of such officer to any
other officer or to any Director, for the time being.

         ARTICLE 7: NEGOTIABLE INSTRUMENTS, DEEDS, CONTRACTS, STOCK AND
                             LIMITATION OF LIABILITY

      SECTION 7.01. EXECUTION OF NEGOTIABLE INSTRUMENTS. All checks, drafts,
bills of exchange and orders for the payment of money by the Corporation shall,
unless otherwise directed by the Board, or unless otherwise required by law, be
signed by any two of the following officers: the President, any Vice-President,
the Secretary or the Treasurer. The Board may, however, authorize any one or
more of such officers to sign checks, drafts, bills of exchange and orders for
the payment of money by the Corporation singly and without necessity of
countersignature and the Board may designate any other employee or employees of
the Corporation, who may, in the name of the Corporation, execute checks,
drafts, bills of exchange and orders for the payment of money by the Corporation
or in its behalf.

      SECTION 7.02. EXECUTION OF DEEDS, CONTRACTS, ETC. All deeds, notes, bonds
and mortgages made by the Corporation and all other written contracts and
agreements, other than those executed in the ordinary course of corporate
business, to which the Corporation shall be a party shall be executed in its
name by the President, a Vice-President or by any other officer so authorized by
the Board, acting by resolution, and the Secretary, when necessary or required,
shall attest the execution thereof.

      SECTION 7.03. ORDINARY CONTRACTS AND AGREEMENTS. All written contracts and
agreements into which the Corporation enters in the ordinary course of business
operations shall be executed by any officer or by any other employee of the
Corporation designated by the President to execute such contracts and
agreements.

      SECTION 7.04. ENDORSEMENT OF CERTIFICATES FOR SHARES. Unless otherwise
directed by the Board, any share or shares issued by any corporation and owned
by the Corporation (including reacquired shares of the Corporation) may, for
sale or transfer, be endorsed in the name of the Corporation by the President or
a Vice-President and the Secretary, when necessary or required, shall attest
such endorsement.

      SECTION 7.05. VOTING OF SHARES OWNED BY CORPORATION. Unless otherwise
directed by the Board, any share or shares issued by any other corporation and
owned or controlled by the Corporation may be voted at any stockholders' meeting
of such other corporation by the President of the Corporation, or in his absence
by a Vice-President of the Corporation. Whenever, in the judgment of the
President, it is desirable for the Corporation to execute a proxy or give a
stockholder's consent in respect to any share or shares issued by any other
corporation and owned by the Corporation, such proxy or consent shall be
executed in the name of the Corporation by the President or a Vice-President of
the Corporation. Any person or persons designated in the manner above stated as
the proxy or proxies of the Corporation shall have full right, power and
authority to vote the share or shares issued by such other corporation and owned
by the Corporation in the same manner as such share or shares might be voted by
the Corporation.


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      SECTION 7.06. LIMITATION OF LIABILITY. Except as otherwise provided in
Section 78.138 of the Nevada Revised Statutes, a director or officer of the
Corporation shall not be liable to the Corporation or its stockholders or
creditors for any damages as a result of such director's or officer's failure to
act in his capacity as a director or officer unless it is proven that (1) his
act or failure to act constituted a breach of his fiduciary duties as a director
or officer and (2) his breach of those duties involved intentional misconduct,
fraud or a knowing violation of law.

                           ARTICLE 8: INDEMNIFICATION

      SECTION 8.01. DEFINITIONS. In the Article:

      (a) "INDEMNITEE" means (i) any present or former Director, advisory
director or officer of the Corporation, (ii) any person who while serving in any
of the capacities referred to in clause (i) hereof served at the Corporation's
request as a director, officer, partner, venturer, proprietor, trustee,
employee, agent or similar functionary of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, and (iii) any person nominated or designated by (or pursuant to
authority granted by) the Board or any committee thereof to serve in any of the
capacities referred to in clauses (i) or (ii) hereof.

      (b) "OFFICIAL CAPACITY" means (i) when used with respect to a Director,
the office of Director of the Corporation, and (ii) when used with respect to a
person other than a Director, the elective or appointive office of the
Corporation held by such person or the employment or agency relationship
undertaken by such person on behalf of the Corporation, but in each case does
not include service for any other foreign or domestic corporation or any
partnership, joint venture, sole proprietorship, trust, employee benefit plan or
other enterprise.

      (c) "PROCEEDING" means any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative, arbitrative or
investigative, any appeal in such an action, suit or proceeding, and any inquiry
or investigation that could lead to such an action, suit or proceeding.

      SECTION 8.02. INDEMNIFICATION. The Corporation shall indemnify every
Indemnitee against all judgments, penalties (including excise and similar
taxes), fines, amounts paid in settlement and reasonable expenses actually
incurred by the Indemnitee in connection with any Proceeding in which he was, is
or is threatened to be named defendant or respondent, or in which he was or is a
witness without being named a defendant or respondent, by reason, in whole or in
part, of his serving or having served, or having been nominated or designated to
serve, in any of the capacities referred to in SECTION 8.01, unless it is
determined in accordance with SECTION 8.04 that (a) the Indemnitee acted or
failed to act in a manner that constituted a breach of his fiduciary duties in
his Official Capacity and (b) such breach of those duties involved intentional
misconduct, fraud or a knowing violation of law. No indemnification shall be


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made under this SECTION 8.02 in respect of any Proceeding in which such
Indemnitee shall have been found liable on the basis that personal benefit was
improperly received by him, whether or not the benefit resulted from an action
taken in the Indemnitee's Official Capacity, or found liable to the Corporation
or for amounts paid in settlement to the Corporation. The termination of any
Proceeding by judgment, order, settlement or conviction, or on a plea of nolo
contendere or its equivalent, is not of itself determinative that the Indemnitee
met the requirements set forth in clauses (a) or (b) in the first sentence of
this SECTION 8.02. An Indemnitee shall be deemed to have been found liable in
respect of any claim, issue or matter only after the Indemnitee shall have been
so adjuged by a court of competent jurisdiction after exhaustion of all appeals
therefrom. Reasonable expenses shall, include, without limitation, all court
costs and all fees and disbursements of attorneys for the Indemnitee.

      SECTION 8.03. SUCCESSFUL DEFENSE. Without limitation of SECTION 8.02 and
in addition to the indemnification provided for in SECTION 8.02, the Corporation
shall indemnify every Indemnitee against reasonable expenses incurred by such
person in connection with any Proceeding in which he is a witness or a named
defendant or respondent because he served in any of the capacities referred to
in SECTION 8.01, if such person has been wholly successful, on the merits or
otherwise, in defense of the Proceeding.

      SECTION 8.04. DETERMINATIONS. Any indemnification under SECTION 8.02
(unless ordered by a court of competent jurisdiction) shall be made by the
Corporation only upon a determination that indemnification of the Indemnitee is
proper in the circumstances because he has met the applicable standard of
conduct. Such determination shall be made (a) by the Board of Directors by a
majority vote of a quorum consisting of Directors who, at the time of such vote,
are not named defendants or respondents in the Proceeding; (b) in a written
opinion by independent legal counsel, either (i) upon the order of the Board of
Directors by a majority vote of a quorum consisting of Directors who, at the
time of such vote, are not named defendants or respondents in the Proceeding or
(ii) if a quorum consisting of Directors who are not named defendants or
respondents in the Proceeding cannot be obtained; or (c) by the Stockholders in
a vote that excludes the shares held by Directors that are named defendants or
respondents in the Proceeding. Determination as to reasonableness of expenses
shall be made in the same manner as the determination that indemnification is
permissible, except that if the determination that indemnification is
permissible is made by special legal counsel, determination as to reasonableness
of expenses must be made in the manner specified in clause (b) of the preceding
sentence for the selection of special legal counsel. In the event a
determination is made under this SECTION 8.04 that the Indemnitee has met the
applicable standard of conduct as to some matters but not as to others, amounts
to be indemnified may be reasonable prorated.


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      SECTION 8.05. ADVANCEMENT OF EXPENSES. Reasonable expenses (including
court costs and attorney's fees) incurred by an Indemnitee who was or is a
witness or was, is or is threatened to be made a named defendant or respondent
in a Proceeding shall be paid by the Corporation at reasonable intervals in
advance of the final disposition of such Proceeding, and without making any of
the determinations specified in Section 8.04, after receipt by the Corporation
of (a) a written affirmation by such Indemnitee of his good faith belief that he
has met the standard of conduct necessary for indemnification by the Corporation
under this Article and (b) a written undertaking by or on behalf of such
Indemnitee to repay the amount paid or reimbursed by the Corporation if it shall
ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized in the Article. Such written undertaking shall be an
unlimited obligation of the Indemnitee but need not be secured and it may be
accepted without reference to financial ability to make repayment.
Notwithstanding any other provision of the Article, the Corporation may pay or
reimburse expenses incurred by an Indemnitee in connection with his appearance
as a witness or other participation in a Proceeding at a time when he is not
named a defendant or respondent in the Proceeding.

      SECTION 8.06. EMPLOYEE BENEFIT PLANS. For purposes of this Article, the
Corporation shall be deemed to have requested an Indemnitee to serve an employee
benefit plan whenever the performance by him of his duties to the Corporation
also imposes duties on or otherwise involves services by him to the plan or
participants or beneficiaries of the plan. Excise taxes assessed on an
Indemnitee with respect to an employee benefit plan pursuant to applicable law
shall be deemed fines. Action taken or omitted by an Indemnitee with respect to
an employee benefit plan in the performance of his duties for a purpose
reasonable believed by him to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose which is not
opposed to the best interests of the Corporation.

      SECTION 8.07. OTHER INDEMNIFICATION AND INSURANCE. The indemnification
provided by this Article shall (a) not be deemed exclusive of, or to preclude,
any other rights to which those seeking indemnification may at any time be
entitled under the Corporation's Articles of Incorporation, any law, agreement
or vote of Stockholders or disinterested Directors, or otherwise, or under any
policy or policies of insurance purchased and maintained by the Corporation on
behalf of any Indemnitee, both as to action in his Official Capacity and as to
action in any other capacity, (b) continue as to a person who has ceased to be
in the capacity by reason of which he was an Indemnitee with respect to matters
arising during the period he was in such capacity, (c) inure to the benefit of
the heirs, executors and administrators of such a person and (d) not be required
if and to the extent that the person otherwise entitled to payment of such
amounts hereunder has actually received payment therefore under any insurance
policy, contract or otherwise.

      SECTION 8.08 CONSTRUCTION. The indemnification provided by this Article
shall be subject to all valid and applicable laws, including, without
limitation, the Nevada General Corporation Law, and, in the event this Article
or any of the provisions hereof or the indemnification contemplated hereby are
found to be inconsistent with or contrary to any such valid laws, the latter
shall be deemed to control and this Article shall be regarded as modified
accordingly, and, as so modified, to continue in full force and effect.


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      SECTION 8.9. CONTINUING OFFER, RELIANCE, ETC. The provisions of this
Article (a) are for the benefit of, and may be enforced by, each Indemnitee of
the Corporation, the same as if set forth in their entirety in a written
instrument duly executed and delivered by the Corporation and such Indemnitee
and (b) constitute a continuing offer to all present and future Indemnitees. The
Corporation, by its adoption of these Bylaws, (x) acknowledges and agrees that
each Indemnitee of the Corporation has relied upon and will continue to rely
upon the provisions of this Article in becoming, and serving in any of the
capacities referred to in SECTION 8.01(A) of this Article, (y) waives reliance
upon, and all notices of acceptance of, such provisions by such Indemnitees and
(z) acknowledges and agrees that no present or future Indemnitee shall be
prejudiced in his right to enforce the provisions of this Article in accordance
with their terms by any act or failure to act on the part of the Corporation.

      SECTION 8.10. EFFECT OF AMENDMENT. No amendment, modification or repeal of
this Article or any provision hereof shall in any manner terminate, reduce or
impair the right of any past, present or future Indemnitees nor the obligation
of the Corporation to indemnify any such Indemnitees, under and in accordance
with the provisions of the Article as in effect immediately prior to such
amendment, modification or repeal with respect to claims arising from or
relating to matters occurring, in whole or in part, prior to such amendment,
modification or repeal, regardless of when such claims may arise or be asserted.

                              ARTICLE 9: AMENDMENTS

      SECTION 9.01. AMENDMENT OF BYLAWS. The power to make, alter, amend or
repeal these Bylaws is vested in the Board, but the affirmative vote of a number
of Directors equal to a majority of the number then in office shall be necessary
to take any action for the making, alteration, amendment or repeal of these
Bylaws.

      The undersigned hereby certifies that the foregoing constitutes a true and
correct copy of the Amended and Restated Bylaws of the Corporation as adopted by
the Board on the 17th day of June, 2005.

      Executed as of this 17th day of June, 2005.


                                                 /s/ Rahim Rayani
                                                 -------------------------------
                                                 RAHIM RAYANI, PRESIDENT


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