**Exhibit
      3.4**





**BYLAWS**


**OF**


**ASIA
      PREMIUM TELEVISION GROUP, INC.**





**ARTICLE
      I**


**INDENTIFICATION**







Section
      1. Principal Office. The principal office of the Corporation shall be located
      at
      Room 602, North Tuanjiehu Street 2, Chaoyang, Beijing 100026, PRC. The address
      of the principal office may be changed by the Board of Directors.




Section
      2. Other Offices. The Corporation may have such other offices, either within
      or
      without the State of Nevada, as the Board of Directors may designate or as
      the
      business affairs of the Corporation may require from time to time.




**ARTICLE
      II**


**MEETINGS
      OF SHAREHOLDERS**




Section
      1. Place of Meetings. All meetings of shareholders shall be held at the
      principal office of the Corporation, or at such other place, either within
      or
      without the State of Nevada, as shall be designated in the notice of the meeting
      or agreed upon by a majority of the shareholders entitled to vote thereat.




Section
      2. Annual Meetings. The annual meeting of the shareholders shall be held at
      the
      principal office of the Corporation on the first Tuesday in march of each year,
      if not a legal holiday, but if a legal holiday, then in the next day following
      not a legal holiday, for the purpose of electing directors of the Corporation
      and for the transaction of such other business as may be properly brought before
      the meeting.




Section
      3. Substitute Annual Meeting. If the annual meeting shall not be held on the
      day
      designated by these by- laws, a substitute annual meeting may be called in
      accordance with the provisions of Section 4 of this Article. A meeting so called
      shall be designated and treated for all purposes as the annual meeting.




Section
      4. Special Meeting. Special meetings or the shareholders may be called at any
      time by the President, Secretary or Board of Directors of the Corporation,
      or by
      any shareholder pursuant to the written request of the holder of not less then
      one-tenth of all the shares entitled to vote at the meeting.




Section
      5. Notice of Meetings. Written or printed notice stating the time and place
      of
      the meeting shall be delivered not less than ten nor more than fifty days before
      the date of any shareholders' meeting, either personally or by mail, by or
      at
      the direction of the President, the Secretary , or other person calling the
      meeting, to each shareholder 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 shareholder at his address as it appears on the
      record of shareholders of the Corporation, with postage thereon prepaid.




In
      this
      case of a special meeting, the notice of meeting shall specifically state the
      purpose or purposes for which the meeting is called; but in the case of an
      annual or substitute annual meeting, the notice of meeting need not specifically
      state the business to be transacted thereat unless such a statement is required
      by the provision of the State of Nevada.




1




When
      a
      meeting is adjourned for thirty days or more, notice of the adjourned meeting
      shall be given as in the case of an original meeting. When a meeting is
      adjourned for less than thirty days in any one adjournment, it is not necessary
      to give any notice of the adjourned meeting other than by announcement at the
      meeting at which the adjournment is taken.




Section
      6. Voting Lists. At least ten days before each meeting of shareholders the
      Secretary of the Corporation shall prepare an alphabetical list of the
      shareholders entitled to vote at such meeting or any adjournment thereof, with
      the address of and number of shares held by each, which list shall be kept
      on
      file at the registered office of the Corporation for a period of ten days prior
      to such meeting, and shall be subject to inspection by any shareholder during
      the whole time of the meeting.




Section
      7. Quorum. A majority of the outstanding shares of the Corporation entitled
      to
      vote, represented in person or by proxy, shall constitute a quorum at a meeting
      of shareholders.




The
      shareholders at a meeting at which a quorum is present may continue to do
      business until adjournment, notwithstanding the withdrawal of enough
      shareholders to leave less than a quorum.




In
      the
      absence of a quorum at the opening of any meeting of shareholders, such meeting
      may be adjourned from time to time by a vote of the majority of the shares
      voting on the motion to adjourn; and at any adjourned meeting at which a quorum
      is present, any business may be transacted which might have been transacted
      at
      the original meeting.




Section
      8. Proxies. Shares may be voted either in person b one or more agents authorized
      by a written proxy executed by the shareholder or by his duly authorized
      attorney-in-fact.




A
      proxy
      is not valid after the expiration of eleven months from the date of its
      execution, unless the person executing it specifies therein the length of time
      for which it is to continue in force, or limits its use to a particular meeting,
      but no proxy shall be valid after ten years from the date of its execution.




Section
      9. Voting of Shares. Each outstanding share entitled to vote shall be entitled
      to one vote on each matter submitted to a vote at a meeting of shareholders.




Except
      in
      the election of directors, the vote of a majority of the shares voted on any
      matter at a meeting of shareholders at which a quorum is present shall be the
      act of the shareholders on the matter, unless the vote of a greater number
      is
      required by law or by the charter or by- laws of this corporation.




Shares
      of
      its own stock owned by the Corporation, directly or indirectly, through a
      subsidiary corporation or otherwise, or held directly or indirectly in a
      fiduciary capacity by it or by a subsidiary corporation, shall not be voted
      at
      any meeting and shall not be counted in determining the total number of
      outstanding shares at a given time.




Section
      10. Cumulative Voting. No Shareholder shall have the right of Cumulative Voting
      unless required by law.




Section
      11. Informal Action by Shareholders. Any action which may be taken at a meeting
      of the shareholders may be taken without a meeting if a consent in writing,
      setting forth the action so taken, shall b4e signed by all the persons who
      would
      be entitled to vote upon such action at a meeting, and filed with the Secretary
      of the Corporation to be kept as part of the corporate records.




Section
      12. Indemnification. On September 27, 2002, Fulton Ventures, Inc. prior to
      changing its name to Asia Premium Television Group, Inc. adopted a resolution
      to
      indemnify the officers and directors of the corporation from and against any
      liability which might be asserted against them for actions taken while serving
      in their respective capacities on behalf of the corporation or at its request.
      The corporation will indemnify and hold harmless all officers and directors
      from
      and against liability and litigation expense, including reasonable attorneys
      fees, arising out of their status as such or their activities in any of their
      capacities as officers or directors. No indemnification shall be permitted
      is
      such indemnification is clearly in conflict with the best interests of the
      corporation.




2




The
      corporation shall indemnify and hold harmless all of its officers and directors
      for claims made of liabilities asserted prior to the adoption of this resolution
      and for that purpose and to the extent, the resolution was ratified, authorized,
      and approved by the Shareholders of the corporation.




In
      accordance with this resolution, the corporation may advance expenses in
      defending any civil or criminal action prior to its final disposition if the
      Shareholders authorizes it in an particular case and if the person for whose
      benefit such expenses are paid shall agree to repay the corporation unless
      it
      shall be ultimately determined that he is entitled to be indemnified by the
      corporation.





**ARTICLE
      III**


**BOARD
      OF DIRECTORS**




Section
      1. General Powers. The business and affairs of the Corporation shall be managed
      by its Board of Directors.




Section
      2. Number, Term and Qualifications. The number of directors of the Corporation
      shall be not less than that required by law nor more than which allowed by
      law.




The
      Directors shall be elected at the annual or adjourned annual meeting of the
      shareholders (except as herein otherwise provided for the filling of vacancies)
      and each director shall hold office until his death, resignation, retirement,
      removal disqualifiction, or his successor shall have been elected and qualified.




Directors
      need not be residents of the State of Nevada or shareholders of the Corporation.




Section
      3. Removal. Any director may be removed at any time with or without cause by
      a
      vote of the shareholders holding a majority of the outstanding shares entitled
      to vote at an election of directors.




Section
      4. Vacancies. Any vacancy occurring in the Board of Directors may be filled
      by
      the affirmative vote of a majority of the remaining directors even though less
      than a quorum or by the sole remaining director.




Any
      vacancy created by an increase in the authorized number of directors shall
      be
      filled only by election at an annual meeting or at a special meeting of
      shareholders called for that purpose.




Any
      director elected to fill a vacancy shall be elected for the unexpired term
      of
      his predecessor in office. At a special meeting of shareholders the shareholders
      may elect a director to fill any vacancy not filled by the directors.




Section
      5. Chairman of the Board. There may be a Chairman of the Board of Directors
      elected by the directors from their number at any meeting of the Board. of
      Directors and perform such other duties as may be directed by the Board.




Section
      6. Compensation. The Board of Directors may compensate directors for their
      services as such and may provide for the payment of all expenses incurred by
      directors in attending regular and special meetings of the Board.




**ARTICLE
      IV**


**MEETINGS
      OF DIRECTORS**





Section
      1. Regular Meeting. A regular meeting of the Board of Directors shall be held
      immediately after, and at the same place as, the annual meeting of shareholders.
      In addition, the Board of Directors may provide, by resolution, the time and
      place, either within or without the State of Nevada, for the holding of
      additional regular meetings.




Section
      2. Special Meetings. Special meetings of the board of Directors may be called
      by
      or at the request of the President or any two directors. Such meetings may
      be
      held either within or without the State of Nevada.




3




Section
      3. Notice of Meetings. Regular meetings of the Board of Directors may be held
      without notice.






The
      person or persons calling a special meeting of the Board of Directors shall,
      at
      least three days before the meeting, give notice thereof by any usual means
      of
      communication. Such notice need not specify the purpose for which the meeting
      is
      called.




Section
      4. Waiver by Attendance. Attendance by 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




Section
      5. Quorum. A majority of the number of directors fixed by these by-laws
      shall constitute a quorum for the transaction of business at any meeting of
      the
      Board of Directors.




Section
      6. Manner of Acting. Except as otherwise provided in these by-laws, the act
      of
      the majority of the directors present at a meeting at which a quorum is present
      shall be the act of the Board of Directors.




Section
      7. Presumption of Assent. A director of the Corporation who is present at a
      meeting of the Board of Directors at which action on any corporate matter is
      taken shall be presumed to have assented to the action taken unless his contrary
      vote is recorded or his dissent is otherwise 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 immediately
      after
      the adjournment of the meeting. Such right to dissent shall not apply to a
      director who voted in favor of such action.




Section
      8. Informal Action by Directors. Action taken by a majority of the directors
      without a meeting is nevertheless Board action if written consent to the action
      in question is signed by all directors and filed with the minutes of the
      proceedings of the Board, whether done before or after the action so taken
      .




**ARTICLE
      V**


**EXECUTIVE
      COMMITTEE**







Section
      1. Creation. The Board of Directors, by resolution adopted by a majority of
      the
      number of directors fixed by these by-laws, may designate two or more directors
      to constitute an Executive Committee, which committee, which committee, to
      the
      extent provided in such resolution, shall have and may exercise all of the
      authority of the Board of Directors in the management of the Corporation.




Section
      2. Vacancy. Any vacancy occurring in an Executive Committee shall be filled
      by a
      majority of the number of directors fixed by these by-laws at a regular or
      special meeting of the Board of Directors.




Section
      3. Removal. Any member of any Executive Committee may be removed at any time
      with or without cause by a majority of the number of directors fixed by these
      by- laws.




Section
      4. The Executive Committee shall keep regular minutes of its proceeding and
      report same to the Board when required.




Section
      5. Responsibility of Directors. The designation of an Executive Committee and
      the delegation thereto of authority shall not operate to relieve the Board
      of
      Directors, or any member thereof, of any responsibility or liability imposed
      upon it or him by law.




If
      action
      taken by an Executive Committee is not thereafter formally considered by the
      Board, a director may dissent from such action by filing his written objection
      with the Secretary with reasonable promptness after learning of such
      action.




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**ARTICLE
      VI**


**OFFICERS**




Section
      1. Officers of the Corporation. The officers of the Corporation shall consist
      of
      a President, a Secretary, a Treasurer and such Vice-Presidents, Assistant
      Treasurers as the Board of Directors may from time to time elect. In addition,
      the Board of Directors may from time to time elect a Chairman of the Executive
      Committee. Any two or more offices may be held by the same person, but no
      officer may act in more than one capacity where action of two or more officers
      is required.




Section
      2. Election and Term. The officers of the Corporation shall be elected by the
      Board of Directors and each officer shall hold office until the death,
      resignation, retirement, removal, disqualification or his successor shall have
      been elected and qualified.




Section
      3. Compensation of Officers. The compensation of all officers of the Corporation
      shall be fixed by the Board of Directors and no officer shall serve the
      Corporation in any other capacity and receive compensation therefor unless
      such
      additional compensation be authorized by the Board of Directors.




Section
      4. Removal of Officers and Agents. Any officer or agent elected or appointed
      by
      the Board of Directors may be removed by the Board with or without cause; but
      such removal shall be without prejudice to the contract rights, if any, of
      the
      person so removed.




Section
      5. Bonds. The Board of Directors may be resolution require any officer, agent,
      or employee of the Corporation to give bond to the Corporation, with sufficient
      sureties conditioned on the faithful performance of the duties of his respective
      office or position, and to comply with such other conditions as may from time
      to
      time be required by the Board of Directors.




Section
      6. 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 shareholders. He shall sign, with
      the Secretary, as Assistant Secretary, or any other proper officer of the
      Corporation thereunto authorized by the Board of Directors, certificates for
      shares of the Corporation, any deeds, mortgages, bonds, contracts, or other
      instruments which the Board of Directors has authorized to be executed, except
      in cases where the signing and execution thereof shall be expressly delegated
      by
      the Board of 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 President
      and
      such other duties as may be prescribed by the Board of Directors from time
      to
      time..




Section
      7. Vice-President. In the absence of the President or in the event of his death,
      inability or refusal to act, the Vice-Presidents in the order of their length
      of
      service as Vice-Presidents, unless otherwise determined by the Board of
      Directors, 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. Any Vice-President may sign, with the Secretary or an Assistant
      Secretary, certificates for shares of the Corporation; and shall perform such
      other duties as from time to time may be assigned to him by the President of
      Board of Directors.




Section
      8. Secretary. The Secretary shall: (a) keep the minutes of the meetings of
      shareholders, of the Board of Directors and of all Executive Committees in
      one
      or more books provided for the purposes; (b) see that all notices are duly
      given
      in accordance with the provisions of these by-laws or as required by law; (c)
      be
      custodian of the corporate records and of the seal of the Corporation and see
      that the seal of the Corporation is affixed to all documents the execution
      of
      which on behalf of the Corporation under its seal is duly authorized; (d) Keep
      a
      register of the post office address of each shareholder; (e) sign with
      President, or Vice President, certificates for shares of the Corporation, the
      issuance of which shall have been authorized by resolution of the Board of
      Directors; (f) have general charge of the stock transfer books of the
      Corporation; and (g) in general perform all duties incident to the office of
      Secretary and such other duties as from time to time may be assigned to him
      by
      the President or by the Board of Directors.


5


The
      Secretary shall keep, or cause to be kept in the State of at the Corporation's
      principal place of business, and in the State of Nevada at the Corporation's
      Registered Office, a record of the Corporation's shareholders, giving the names
      and addresses of all shareholders and the number and class of shares held by
      each.




Section
      9. Assistant Secretaries. In the absence of the Secretary or in the event of
      his
      death, inability or refusal to act, the Assistant Secretaries in the order
      of
      their length of service as Assistant Secretaries, unless otherwise determined
      by
      the Board of Directors, shall perform the duties of the Secretary, an when
      so
      acting shall have all the powers of and be subject to all the restrictions
      upon
      the Secretary. They shall perform such other duties as may be assigned to them
      by the Secretary, by the President, or by the Board of Directors.




Any
      Assistant Secretary may sign, with the President, certificates for shares of
      the
      Corporation.




Section
      10. Treasurer. The Treasurer shall; (a) have charge and custody of and be
      responsible for all funds and securities of the Corporation; receive and give
      receipts for monies due and payable to the Corporation from any source
      whatsoever, and deposit all such monies in the name of the Corporation in such
      depositories as shall be selected in accordance with the provisions of Article
      VII, Section 4, of these By-laws; and (b) in general perform all of the duties
      as from time to time may be assigned to him by the President or by the Board
      of
      Directors, or by these By- laws.




The
      Treasurer shall prepare, or cause to be prepared, a true statement of the
      Corporation's assets and liabilities as of the close of each fiscal year, all
      in
      reasonable detail, which statement shall be made and filed at the Corporation's
      registered office or principal place of business in the State of New York within
      four months after the end of such fiscal year and thereat kept available for
      a
      period of at least ten years. Such statement shall include, when applicable,
      a
      statement of the then current conversion ratio of any outstanding securities
      and
      a statement of the number of shares covered by any outstanding options and
      the
      price at which the options are exercisable.




Section
      11. Assistant Treasurers. In the absence of the Treasurer or in the event of
      his
      death, inability or refusal to act the Assistant Treasurers in the order of
      their Length of service as Assistant Treasurer, unless otherwise determined
      by
      the Board of Directors, shall perform the duties of the Treasurer, unless
      otherwise determined by the Board of Directors, shall perform the duties of
      the
      Treasurer, and when so acting shall have all the powers of and be subject to
      all
      the restrictions upon the Treasurer. They shall perform such other duties as
      maybe assigned to them by the Treasurer, by the President, or by the Board
      of
      Directors.




Section
      12. Chairman of the Board. The Chairman of the Board, who shall be chosen from
      among the Directors, shall preside at all meetings of the Board of Directors
      if
      present, and shall, in general, perform all duties incident to the office of
      Chairman of the Board and such other duties as from time to time may be assigned
      to him by the Board of Directors.




Section
      13. Chairman of the Executive Committee. The Chairman of the Executive
      Committee, who shall be chosen by and from among the Directors, shall have
      general supervision and direction over the business and affairs of the
      Corporation, subject, however, to the control of the Board of Directors and
      the
      Executive Committee. He shall, in general, perform all duties incident to the
      office of the Chairman of the Executive Committee and such other duties as
      from
      time to time may be assigned to him by the Board of Directors or the Executive
      Committee.




**ARTICLE
      VII**


**CONTRACT,
      LOANS, CHECKS AND DEPOSITS**




Section
      1. Contracts. The Board of Directors may authorize any officer or officers,
      agent or agents to enter into any contract or execute and deliver any instrument
      in the name of and on behalf of the Corporation, and such authority may be
      general or confined to the specific instances.




Section
      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 Board of Directors. Such authority shall be general or
      confirmed to specific instances.




6




Section
      3. Checks and Drafts. All checks, drafts or other orders for the payment of
      money, issued in the name of the Corporation, shall be signed by such officer
      or
      officers, agent or agents of the Corporation and in such manner as shall from
      time to time be determined by resolution of the Board of Directors.




Section
      4. Deposits. All funds of the Corporation not other wise employed shall be
      deposited from time to time to the credit of the Corporation in such
      depositories as the Board of Directors may select.




**ARTICLE
      VIII**


**CERTIFICATES
      FOR SHARES AND THEIR TRANSFER**





Section
      1. Certificates for Shares. Certificates representing shares of the Corporation
      shall be in such form as shall be determined by the Board of Directors. The
      Corporation shall issue and deliver to each shareholder certificates
      representing all fully paid shares owned by him. Certificates shall be signed
      by
      the President or a Vice-President and by the Secretary or Treasurer or an
      Assistant Secretary or Assistant Treasurer. All certificates for shares shall
      be
      consecutively numbered or otherwise identified. The name and address of the
      person to whom the shares represented thereby are issued, with the number and
      class of shares and the date of issue, shall be entered on the stock transfer
      books of the Corporation.




Section
      2. Transfer of Shares. Transfer of shares of the Corporation shall be made
      only
      on the stock transfer books of the Corporation by the holder of record thereof
      or by his legal representative, who shall furnish proper evidence of authority
      to transfer, or by his attorney thereunto authorized by power of attorney duly
      executed and filed with the Secretary, and on surrender for cancellation of
      the
      Certificate for such shares.




Section
      3. Lost Certificate. The Board of Directors may direct a new certificate to
      be
      issued in place of any certificate to be issued in place of any certificate
      theretofore issued by the Corporation claimed to have been lost or destroyed,
      upon receipt of an affidavit of such fact from the person claiming the
      certificate of stock to have been lost or destroyed. When authorizing such
      issue
      of a new certificate, the Board of Directors shall require that the owner of
      such lost or destroyed certificate, or his legal representative give the
      Corporation a bond in such sum as the Board may direct as indemnity against
      any
      claim that may be made against the Corporation with respect to the certificate
      claimed to have been lost or destroyed, except where the Board of Directors
      by
      resolution finds that in the judgment of the Directors the circumstances justify
      omission of a bond.




Section
      4. Closing Transfer Books and Fixing Record Date. For the purpose of determining
      shareholders entitled to notice of or to vote at any meeting of shareholders
      or
      any adjournment thereof, or entitled to receive payment of any dividend, or
      in
      order to make a determination of shareholders for any other proper purpose,
      the
      Board of Directors may provide that the stock transfer books shall be closed
      for
      a stated period but not to exceed, in any case, fifty days. If the stock
      transfer books shall be closed for the purpose of determining shareholders
      entitled to notice of or so vote at a meeting of shareholders, such books shall
      be closed for at least ten days immediately proceeding such meeting.




In
      lien
      of closing the stock transfer books, the Board of Directors may fix in advance
      a
      date as the record date for any such determination of shareholders, such record
      date in any case to be not more than fifty days and, in case of a meeting of
      shareholders, not less than ten days immediately preceding the date on which
      the
      particular action, requiring such determination of shareholders, is to be taken.




If
      stock
      transfer books are not closed and no record date is fixed for the determination
      of shareholders entitled to notice of or to vote at a meeting of shareholders,
      or shareholders 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
      Board
      of Directors declaring such dividend is adopted as the case may be, shall be
      the
      record date for such determination of shareholders. When a determination of
      shareholders entitled to vote at any meeting of shareholders has been made
      as
      provided in this section, such determination shall apply to any adjournment
      thereof except where the determination has been made through the closing of
      the
      stock transfer books and the stated period of closing has expired.


7




Section
      5. Holder of Record. The Corporation may treat as absolute owners of shares
      the
      person in whose name the shares stand of record on its books just as if that
      person had full competency, capacity and authority to exercise all rights of
      ownership irrespective of any knowledge or notice to the contrary or any
      description a representative, pledge or other fiduciary relation or any
      reference to any other instrument or to the rights of any other person appearing
      upon its record or upon the share certificate except that any person furnishing
      to the Corporation proof of his appointment as a fiduciary shall be treated
      as
      if he were a holder of record of its shares.




Section
      6. Treasury Shares. Treasury shares of the Corporation shall consist of such
      shares as have been issued and thereafter acquired but not canceled by the
      Corporation. Treasury shares shall not carry voting or dividend rights.




**ARTICLE
      IX**


**GENERAL
      PROVISIONS**




Section
      1. Dividends. The Board of Directors may from time to time declare, and the
      Corporation may pay, dividends on its outstanding shares in cash, property,
      or
      its own shares pursuant to law and subject to the provisions of its Charter.




Section
      2. Seal. The corporate seal of the Corporation shall consist of a concentric
      circles between which is the name of the Corporation and in the center of which
      is inscribed SEAL; and such seal, as impressed on the margin hereof, is hereby
      adopted as the corporate seal of the Corporation.




Section
      3. Waiver of Notice. Whenever any notice is required to be given to any
      shareholder or Director by law, by the Charter or by these By-laws, 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 equivalent to the
      giving of such notice.




Section
      4. Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board
      of Directors, and shall be a calendar year unless otherwise designated.




Section
      5. Amendments. Except as otherwise provided herein, these By-laws may be amended
      or repealed and new By-laws may be adopted by the affirmative vote of a majority
      of the Directors then holding office at any regular or special meeting of the
      Board of Directors.




The
      Board
      of Directors shall have no power to adopt a By-law; (1) requiring more than
      a
      majority of the voting shares for a quorum at a meeting of shareholders or
      more
      than a majority of the votes cast to constitute action by the shareholders,
      except where higher percentages are required by law; (2) providing for the
      management of the Corporation otherwise than by the Board of Directors or its
      Executive Committees; (3) increasing or decreasing the number of Directors;
      (4)
      classifying and staggering the election of Directors.




No
      By-laws adopted or amended by the shareholders shall be altered or repealed
      by
      the Board of Directors.






**This
      the 28** **day
      of June** **,
      2006**




/s/
      Bulin Miao




**Bulin Miao, Secretary**




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