AMENDED AND RESTATED

                                    BYLAWS OF

                                ITEX CORPORATION

                             (A Nevada Corporation)


                                    ARTICLE I
                 OFFICES, REGISTERED OFFICE AND REGISTERED AGENT

         1.1 Offices. The Corporation may maintain offices at such places,
either within or without the State of Nevada, as the Board of Directors may from
time to time determine or the business of the Corporation may require.

         1.2 The registered office of the Corporation shall be located in the
State of Nevada at such place as may be fixed from time to time by the Board of
Directors upon filing of such notices as may be required by law, and the
registered agent shall have a business office identical with the registered
office. A registered agent so appointed shall consent to appointment in writing
and the registered agent's certificate of acceptance shall be filed with the
Secretary of State of the State of Nevada.

         1.3 If a registered agent changes the street address of its business
office, the registered agent may change the street address of the registered
office of the Corporation by notifying the Corporation in writing of the change
and signing, either manually or in facsimile, and delivering to the Secretary of
State for filing a statement of such change, as required by law.

         1.4 The Corporation may change its registered agent at any time upon
the filing of an appropriate notice with the Secretary of State, with the
written certificate of acceptance of the new registered agent either included in
or attached to such notice.



                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

         2.1 Annual Meeting. The annual meeting of the shareholders of the
Corporation shall be held on such date, time, and place, either within or
without the State of Nevada, as may be designated by resolution of the Board of
Directors each year. At the meeting, directors shall be elected and any other
proper business may be transacted.

         2.2 Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the Chairman of the Board, or the Chief Executive Officer, and shall be called
by the President or the Secretary at the request in writing of a majority of the
Board of Directors. Further, a special meeting of the shareholders shall be held
if the holders of not less than a majority of all the votes entitled to be cast
on any issue proposed to be considered at such special meeting have dated,
signed and delivered to the Secretary of the Corporation no later than 20 days
prior to the date of such meeting one or more written demands for such meeting,
describing the purpose or purposes for which it is to be held.

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         2.3 Place of Meeting. The Board of Directors may designate any place
within or outside of the State of Nevada as the place of meeting for any annual
meeting or for any special meeting called by the Board of Directors.

         2.4 Notice of Meeting. Written or printed notice stating the place,
day, and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) nor more than sixty (60) days, except as otherwise required by statute,
before the date of the meeting, either personally or by mail, by or at the
direction of the President, Secretary, or the officer or persons calling the
meeting, to each shareholder of record entitled to vote at the meeting. If
mailed, the notice shall be deemed to be delivered when deposited in the United
States mail with postage prepaid, addressed to the shareholder at his address as
it appears on the stock transfer books of the Corporation. Any shareholder may
waive notice of any meeting by written notice signed by him or his duly
authorized attorney-in-fact, either before or after the meeting.

         2.5 Record Date. For the purpose of determining the shareholders
entitled to notice of or to vote at any meeting of shareholders 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 (60) days nor less than ten (10) days before the date of such
meeting. If no record date is fixed by the Board of Directors, the record date
for determining shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the day preceding the date of
notice, or if notice is waived, at the close of business on the day preceding
the date of the meeting. Written notice of any meeting of shareholders, if
mailed, is given when deposited in the United States mail, postage prepaid,
directed to the stockholder at his address as it appears on the records of the
Corporation. An affidavit of the Secretary or an Assistant Secretary of the
Corporation shall, in the absence of fraud, be prima facie evidence of the facts
stated therein. A determination of shareholders of record entitled to notice of
or to vote at a meeting of shareholders 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.

         For the purpose of determining the shareholders entitled to consent to
any corporate action of the Corporation 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 record date shall not be more than ten (10) 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 shareholders entitled to consent to corporate action
of the Corporation in writing without a meeting, when no prior action by the
Board of Directors is required under Nevada 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. If no record date has been fixed by the
Board of Directors and prior action by the Board of Directors is required under
Nevada law, the record date for determining which shareholders are entitled to
consent to corporate action of the Corporation in writing without a meeting
shall be at the close of business on the day on which the Board of Directors
adopts a resolution taking such prior action.

         For the purpose of determining the shareholders entitled to receive
payment of any dividend or other distribution or allotment of any rights or the
shareholders 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 date shall be not more that sixty (60) days prior to such action. If
no record date is fixed, the record date for determining shareholders 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.

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         2.6 Notice of Specific Purpose. Business transacted at a special
meeting shall be limited to the purposes stated in the notice of the annual
meeting or a special meeting with the exception of shareholder proposals made
pursuant to rules promulgated under the Securities Exchange Act of 1934 which
provide for shareholder proposals to be included in proxy statements.

         2.7 Quorum. Fifty-one percent (51%) 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. If less than fifty-one percent
(51%) of the outstanding shares is represented at a meeting, then either (a) the
Chairman of the meeting or (b) a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At the adjourned
meeting at which a quorum is present or represented, any business may be
transacted that might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting will be given to each shareholder of record entitled to
vote at the meeting. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.

         2.8 Action of Shareholders. When a quorum is present at any meeting,
action of the stockholders on a matter other than the election of directors is
approved if the number of votes cast in favor of the action exceeds the number
of votes cast in opposition to the action, unless the question is one upon which
by express provision of the statutes, or the Articles of Incorporation, or these
Bylaws, a different vote is required in which case such express provision shall
govern and control the decision of such question. Directors shall be elected by
a plurality of the votes cast by the stockholders.

         2.9 Proxies. At all meetings of shareholders, a shareholder may vote by
proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. The proxy shall be filed with the Secretary of the Corporation
before or at the time of the meeting. Any solicitation of proxies by the
Directors or management of the Corporation shall be made by mailing the proxies
by certified mail or providing them to the shareholder in an alternative
acceptable manner at least not less than ten (10) days nor more than sixty (60)
days before the date of the meeting for which the proxies are solicited. Each
shareholder as of the record date shall receive a proxy. Proxies shall describe
the location and purpose of the meeting and the matter or business for which the
proxy is solicited. No proxy shall be valid after eleven (11) months from the
date it is received by the secretary of the Corporation or other officer or
agent authorized to tabulate votes unless otherwise provided in the proxy.

         2.10 Voting of Shares. Subject to the provisions of any applicable law,
each outstanding share entitled to vote shall be entitled to one vote on each
matter submitted to a vote at a meeting of the shareholders. No shareholder
shall be entitled to cumulate his votes for election of directors.

         2.11 Action Without Meeting. To the extent permitted by the provisions
of the Nevada Revised Statutes or the Articles of Incorporation, any action
which may be taken at any annual or special meeting of the shareholders may be
taken without a meeting, without prior notice, if a consent in writing setting
forth the action so taken is signed in original, facsimile or counterpart form
by shareholders holding at least a majority of the voting power of all the
outstanding shares entitled to vote with respect to the subject matter of the
action. Notice requirements of these Bylaws which apply to meetings of
shareholders are deemed waived by all shareholders if a consent action is signed
in lieu of holding an actual meeting.

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         2.12 Action of Shareholders by Communications Equipment. Shareholders
may participate in a meeting of shareholders by means of telephonic, internet
broadcast or other communication device by means of which all persons
participating in the meeting can hear each other at the same time, and
participation by these means shall constitute presence in person at a meeting.

         2.13 Conduct of Meeting. The Board of Directors or the chairman of the
meeting may from time to time designate rules for the conduct of any annual or
special meeting of shareholders, including without limitation, how to obtain
recognition from the meeting chair, any time limits on comments, the authority
of the chair to stop discussions; may appoint an inspector of election and
prescribe the duties of the inspector; and may establish rules pertaining to the
opening and closing of the polls.


                                   ARTICLE III
                                    DIRECTORS

         3.1 General Powers and Duties. Subject to the provisions of the Nevada
Revised Statutes and any limitations in the Articles of Incorporation or these
Bylaws relating to action required to be approved by the stockholders or by the
outstanding shares, the business and affairs of the Corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the
Board of Directors. The Board of Directors may elect any member of the Board as
Chairman. He shall, if present, preside at all meetings of the Board of
Directors. He shall have other powers and duties as the Board prescribes, but
shall not be considered an officer of the Corporation by virtue of his duties as
Chairman.

         3.2 Number, Tenure and Qualifications. The number of Directors of the
Corporation shall be no fewer than three (3) nor more than nine (9). The number
of Directors may at any time be increased or decreased by the Directors or by
the shareholders at any regular or special meeting provided that no decrease
shall have the effect of shortening the term of any incumbent Director except as
otherwise provided in these Bylaws. Directors shall be elected at the annual
meeting of shareholders and the term of office of each Director shall be until
the next annual meeting of shareholders and the election and qualification of
his successor. Any directorship to be filled by reason of an increase in the
number of Directors may be filled by the Board of Directors for a term of office
continuing only until the next election of Directors. Directors need not be
shareholders of the Corporation or residents of any particular state.

         3.3 Removal of Directors by Shareholders. Any Director may be removed
in accordance with Nevada law.

         3.4 Removal of Directors by Directors. A Director may be removed by a
two-thirds vote of the Board of Directors and may only be removed for cause. A
director whose removal is sought shall be entitled to a notice of the charges
against him and a reasonable opportunity to respond to such charges.

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         3.5 Resignation. Any Director may resign his or her office at any time.
The resignation will be made in writing and will take effect immediately without
acceptance. Such resignation shall not affect the legality of any action taken
by the Board of Directors or any Committee of the Board between the effective
time of the resignation and receipt of notice thereof by the Board or Executive
Committee.

         3.6 Regular Meetings. A regular meeting (annual meeting) of the Board
of Directors shall be held without notice other than the notice given by these
Bylaws immediately after and at the same place as the annual meeting of
shareholders. Additional regular meetings of the Board of Directors may be held
without notice at such time and at such place as will from time to time be
determined by the Board.

         3.7 Special Meetings. Special meetings of the Board of Directors for
any purpose or purposes may be called by or at the request of the Chief
Executive Officer, Chairman of the Board, or any two directors, and shall be
held at the principal place of business of the Corporation or at any other place
as the Directors may determine.

         3.8 Place of Meeting. The Board of Directors of the Corporation may
hold meetings, both regular and special, within or without the State of Nevada.

         3.9 Action of Directors by Communications Equipment. Any regular or
special meeting of the Directors may be called and held over telephone or other
electronic means or communication equipment by means of which all persons
participating in the meeting can hear each other, and communication from a
Director by telephone or other electronic means constitutes attendance at the
meeting so held.

         3.10 Notice. Notice of any special meeting shall be given at least
forty-eight (48) hours before the time fixed for the meeting, by written or oral
notice delivered personally or mailed to each Director at his business address,
by email, by facsimile, by telegram, or by teletype, wire or wireless equipment
which transmits a facsimile of the notice. If mailed, the notice shall be deemed
to be delivered when deposited in the United States mail with postage prepaid,
not less than five (5) days prior to the commencement of the above stated notice
period. If notice is given by telegram, the notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company. Any Director
may waive notice of any annual, regular, or special meeting of Directors of the
Executive Committee by executing a written notice of waiver either before or
after the time of the meeting. The attendance of a Director at a meeting shall
constitute a waiver of notice of the meeting, except where a Director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting was not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
Board of Directors need be specified in the notice or waiver of notice of the
meeting.

         3.11 Quorum. Except as otherwise required by law, a majority of the
number of Directors fixed by these Bylaws, or as amended, shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors,
but if less than a majority is present at a meeting, a majority of the Directors
present may adjourn the meeting from time to time without further notice. At an
adjourned meeting at which a quorum is present or represented, any business may
be transacted that might have been transacted at the meeting as originally
notified. The Directors present at the duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Directors to leave less than a quorum, if any action taken is approved by at
least a majority of the remaining Directors.

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         3.12 Board Decisions. 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. However, an actual majority shall be required for:

(a)      Recommending to the shareholders an amendment to the Articles of
         Incorporation;

(b)      Adopting a plan of merger or consolidation;

(c)      Recommending to the shareholders the sale, lease, exchange, mortgage,
         pledge, or other disposition of all or substantially all the property
         and assets of the Corporation other than in the usual and regular
         course of its business;

(d)      Recommending to the shareholders a voluntary dissolution of the
         Corporation or a revocation of the Corporation;

(e)      Amending the Bylaws of the Corporation.

(f)      Filling vacancies on the Board of Directors;

(g)      Authorizing or approving reacquisition of shares, except according to a
         formula or method prescribed by the Board of Directors;

(h)      Authorizing or approving the issuance or sale or contract for sale of
         shares, or determine the designation and relative rights, preferences
         and limitations of a class or series of shares, except that the Board
         of Directors may authorize a committee to do so within the limits
         specifically prescribed by the Board of Directors.

         3.13 Vacancies. Any vacancy occurring in the Board of Directors
including one created by an increase in the number of Directors shall be filled
by the affirmative vote of a majority of the remaining Directors though less
than a quorum of the Board of Directors, or by a sole remaining Director. A
Director elected to fill a vacancy not created by an increase in the number of
Directors shall be elected for the unexpired term of his predecessor in office.
A Director elected to fill a vacancy created by an increase in the number of
directors shall be elected for a term of office continuing until the next
election of Directors.

         3.14 Board Action By Written Consent Without A Meeting. Unless
otherwise restricted by the Articles of Incorporation or these Bylaws, any
action required or permitted to be taken at any meeting of the Board of
Directors, or of 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 is filed with the minutes of proceedings of the board or committee. The
consent shall have the same force and effect as a unanimous vote of the
Directors, or any committee thereof. Written consents representing actions taken
by the Board of Directors or committee may be executed by telex, telecopy or
other facsimile transmission, and such facsimile shall be valid and binding to
the same extent as if it were an original. Notice requirements of these Bylaws
which apply to meetings of Directors or of any committee thereof are deemed
waived by all Directors if a Consent to Action is signed in lieu of holding an
actual meeting.

         3.15 Executive Committee. By resolution passed by a majority of the
entire Board of Directors, the Board of Directors may designate one or more
committees, each committee to consist of one or more Directors to constitute an
executive committee to the extent provided in the resolution and shall have and
may exercise all the authority of the Board of Directors in the management of
the Corporation, but no such committee shall have the power or authority to:

(a)      Recommend to the shareholders the amendment to the Articles of
         Incorporation;

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(b)      Adopt a plan of merger or consolidation;

(c)      Recommend to the shareholders the sale, lease, exchange, mortgage,
         pledge, or other disposition of all or substantially all the property
         and assets of the Corporation otherwise than in the usual and regular
         course of its business;

(d)      Recommend to the shareholders a voluntary dissolution of the
         Corporation or a revocation of the Corporation;

(e)      Amend the Bylaws of the Corporation.

(f)      Fill vacancies on the Board of Directors;

(g)      Authorize or approve reacquisition of shares, except according to a
         formula or method prescribed by the Board of Directors;

(h)      Authorize or approve the issuance or sale or contract for sale of
         shares, including warrants, options and other derivative securities, or
         determine the designation and relative rights, preferences and
         limitations of a class or series of shares, except that the Board of
         Directors may authorize a committee to do so within the limits
         specifically prescribed by the Board of Directors;

         Special meetings of the Executive Committee will be called, and notice
given or waived, in the same manners as is provided in these Bylaws for the
call, notice, and waiver of notice of special meetings of the Board of
Directors.

         3.16 Compensation. Unless otherwise restricted by the Articles of
Incorporation or these Bylaws, the Board of Directors shall have the authority
to fix the compensation of the Directors or reimburse the Directors for their
expenses, if any, of attendance at each meeting of the Board of Directors, and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as Director. No such payment shall preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed compensation
for attending committee meetings. The amount or rate of such compensation of
members of the Board of Directors or of committees will be established by the
Board of Directors and will be set forth in the minutes of the Board.

         3.17 Presumption of Assent. A Director of the Corporation who is
present at a meeting of the Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless his or her
dissent shall be entered in the minutes of the meeting or unless he or she shall
file his or her written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the Secretary of the Corporation immediately after
the adjournment of the meeting. The right to dissent shall not apply to a
Director who voted in favor of the action.

         3.18 Standards of Conduct for Directors. A Director shall discharge the
duties of a Director, including the duties as a member of a committee, in good
faith and in a manner the Director reasonably believes to be in the interests of
the Corporation. In discharging the duties of a Director, a Director is entitled
to rely in good faith upon information, opinions, reports, books of account or
statements including financial statements and other financial data, if prepared
or presented by (1) one or more directors, officers or employees of the
corporation whom the Director reasonably believes to be reliable and competent
in the matters presented; (2) legal counsel, public accountants, financial
advisers, valuation advisers, investment bankers or other persons as to matters
reasonably believed to be within the preparer's or presenter's professional or
expert competence; or (3) a committee of the Board of Directors of which the
Director is not a member if the Director reasonably believes the committee
merits confidence, but a director or officer is not entitled to rely on such
information, opinions, reports, books of account or statements if he has
knowledge concerning the matter in question that would cause reliance thereon to
be unwarranted. Directors, in deciding upon matters of business, shall be
presumed to act in good faith, on an informed basis and with a view to the
interests of the corporation.

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                                   ARTICLE IV
                                    OFFICERS

         4.1 Number. The officers of the Corporation shall be those officers
appointed from time to time by the Board or by any other officer empowered to do
so. The officers of the Corporation shall, at the minimum, include a President,
Secretary and Treasurer, and also may include a Chief Executive Officer, none,
one or more Vice Presidents, and a Chief Financial Officer, each of whom shall
be appointed by the Board of Directors. The Board shall have the sole power and
authority to appoint executive officers. The Board may delegate to any officer
the power to appoint any subordinate officers and to prescribe their respective
terms of office, authority and duties. Any two or more offices may be held by
the same person. Unless an officer dies, resigns or is removed from office, he
or she shall hold office until his or her successor is appointed.

         Each officer has the authority and shall perform the duties set forth
in these Bylaws or, to the extent consistent with these Bylaws, the duties
prescribed by the Board of Directors or by direction of an officer authorized by
the Board of Directors to prescribe the duties of other officers.

         4.2 Election and Term of Office. The officers of the Corporation to be
elected by the Board of Directors shall be elected annually at the first meeting
of the Board of Directors held after each annual meeting of the shareholders. If
the election of officers is not held at the meeting, the election shall be held
as soon thereafter as is convenient. Each officer shall hold office until his
successor has been duly elected and qualifies or until his death or until he
resigns or is removed in the manner provided by these Bylaws.

         4.3 Removal. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors, with or without cause,
whenever in its judgment the best interests of the Corporation would be served
by that removal, but the removal shall be without prejudice to the contractual
rights, if any, of the person so removed.

         4.4 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the Board of Directors
at any time for the unexpired portion of the term in the manner prescribed by
these Bylaws for the regular election or appointment of such office.

         4.5 Salaries. The salaries of the officers shall be fixed from time to
time by the Board of Directors. No officer will be prevented from receiving a
salary by reason of the fact that he or she is also a Director of the
Corporation.

         4.6 Duties.

         (A) Powers and Duties of the Chief Executive Officer. The Chief
Executive Officer shall preside at all meetings of the shareholders and in the
absence of the Chairman of the Board, at all meetings of the Board of Directors.
Subject to the policies and directives of the Board of Directors, he shall: (1)
have ultimate responsibility and authority for management including but not
limited to, the power to appoint committees, officers, agents or employees from
time to time as he may, in his discretion, decide is appropriate to assist in
the conduct of the affairs of the Corporation; (2) enforce these Bylaws and
generally shall supervise and control the business, affairs and property of the
Corporation; and (3) have general and active supervision over the Corporation's
officers and may sign, execute and deliver in the name of the Corporation
corporate documents, instruments, powers of attorney, contracts, bonds and other
obligations.

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         (B) Powers and Duties of the President. The President shall have the
authority and perform such duties as the Board of Directors authorizes or
directs. If no Chief Executive Officer has been appointed, or in the event of
the death of the Chief Executive Officer or his or her inability to act, the
President shall perform the duties of the Chief Executive Officer, except as may
be limited by resolution of the Board, with all the powers of, and subject to
all of the restrictions upon, the Chief Executive Officer.

         (C) Duties of the Vice President(s). The Vice President(s) shall have
the authority and perform duties as the Board of Directors or Chief Executive
Officer may authorize or direct. Any one of the Vice-Presidents, as authorized
by the Board, will have all the powers and perform all the duties of the
President in case of a temporary absence of the President or in case of his or
her temporary inability to act.

          (D) Secretary. The Secretary shall subscribe the minutes of all
meetings of the shareholders and the Board of Directors. He or she shall mail
notices to the shareholders and the Directors of the Corporation of the holding
of any meeting as prescribed by these Bylaws. If the Corporation has a seal, the
Secretary shall be the custodian of the seal and shall affix it to minutes,
notices or other instruments executed by the Corporation as required. He or she
will have charge of all the books and records of the Corporation except the
books of account, and shall have the authority and perform other duties as the
Board of Directors or Chief Executive Officer may authorize or direct.

          (F) Duties of the Chief Financial Officer. The Chief Financial Officer
for the Corporation shall have charge of and be responsible for all funds and
securities belonging to the Corporation and shall keep and deposit the funds for
and on behalf of the Corporation in a bank or banks to be designated by the
Board of Directors. In the absence of a designation he may select the bank or
banks in which to deposit the funds. Regular books of account will be kept under
his or her direction and supervision, and he or she will at all reasonable hours
exhibit books and accounts to any Director at the office of the Corporation
during business hours. He or she will render a report of the condition of the
finances of the Corporation at each regular meeting of the Board of Directors
and at such other times as will be required of him or her. He or she will have
charge of the preparation and filing of such reports, financial statements, and
returns as may be required by law. He or she shall have the authority and
perform other duties as the Board of Directors or Chief Executive Officer may
authorize or direct.

          (G) Duties of the Treasurer. The Treasurer shall have the authority
and perform such duties as the Board of Directors or Chief Financial Officer may
authorize or direct.

         4.7 Standards of Conduct for Officers. A officer shall discharge the
duties of an officer in good faith and in a manner the officer reasonably
believes to be in the interests of the Corporation. In discharging the duties of
a officer, an officer is entitled to rely in good faith upon information,
opinions, reports, books of account or statements including financial statements
and other financial data, if prepared or presented by (1) one or more directors,
officers or employees of the corporation whom the officer reasonably believes to
be reliable and competent in the matters presented; (2) legal counsel, public
accountants, financial advisers, valuation advisers, investment bankers or other
persons as to matters reasonably believed to be within the preparer's or
presenter's professional or expert competence; or (3) a committee of the Board
of Directors of which the officer is not a member if the officer reasonably
believes the committee merits confidence, but a director or officer is not
entitled to rely on such information, opinions, reports, books of account or
statements if he has knowledge concerning the matter in question that would
cause reliance thereon to be unwarranted.

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                                    ARTICLE V
                       CERTIFICATES FOR SHARES; TRANSFERS

         5.1 Certificates for Shares. Certificates representing shares of the
Corporation shall be in a form as shall be determined by the Board of Directors.
The certificates shall be signed by the President or a Vice President, if any,
and by the Secretary or an Assistant Secretary, or by the Treasurer. All
certificates for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented by the
certificates are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books to the Corporation. All certificates
surrendered to the Corporation for transfer shall be canceled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and canceled, except that in case of a lost,
destroyed, or mutilated certificate a new one may be issued on the terms and
indemnity to the Corporation as the Board of Directors may prescribe.

         5.2 Multiple Classes or Series. If the Corporation shall be authorized
to issue more than one class of stock or more than one series of any class, the
voting powers, designations, preferences, limitations, restrictions and relative
rights of each class of stock or series thereof and the qualification,
limitations or restrictions of such preferences and/or rights shall be set forth
in full or summarized on the face or back of the certificate which the
Corporation shall issue to represent such class or series of stock, provided
that, except as otherwise provided in section 78.195 of the Revised Nevada
Statutes, in lieu of the foregoing requirements, there may be set forth on the
face or back of the certificate which the Corporation shall issue a statement
setting forth the office or agency of the Corporation from which the
stockholders may obtain a copy of a statement setting forth in full or
summarizing the voting powers, designations, preferences, limitations,
restrictions and relative rights of each class of stock or series thereof that
the Corporation will furnish without charge to each stockholder who so requests.

         5.3 Signatures. Any or all of the signatures on the 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 he were
such officer, transfer agent, or registrar at the date of issue.

         5.4 Lost, Stolen or Destroyed Certificates. The Board of Directors may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or certificates, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.

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         5.5 Registrar. The registrar is the person designated by the
Corporation to keep official shareholder records, including names and addresses
of shareholders and number of shares owned. The registrar may hold one or more
offices or no offices of the Corporation.

         5.6 Transfer of Shares. Transfer of shares of the Corporation shall be
made in the manner specified in the Uniform Commercial Code. The Corporation
shall maintain stock transfer books, and any transfer shall be registered only
on request and surrender of the stock certificate representing the transferred
shares, duly endorsed, or accompanied by proper evidence of succession,
assignation or authority to transfer. The Corporation shall have the absolute
right to recognize as the owner of any shares of stock issued by it, the person
or persons in whose name the certificate representing the shares stands
according to the books of the Corporation for all proper Corporation purposes,
including the voting of the shares represented by the certificate at a regular
or special meeting of shareholders, and the issuance and payment of dividends on
the shares. The Corporation shall not be bound to recognize any equitable or
other claim or interest in such share on the part of any other person, whether
or not it shall have express or other notice thereof, save as expressly provided
by the laws of the State of Nevada.

         5.7 Shares of Another Corporation. Shares owned by the Corporation in
another corporation, domestic or foreign, may be voted by an officer, agent or
proxy as the Board of Directors may determine or, in the absence of a
determination, by the President of the Corporation.

         5.8 Subscriptions. Subscriptions to the shares shall be paid at times
and in installments as the Board of Directors may determine. The Board of
Directors may adopt resolutions prescribing penalties for default on
subscription agreements.


                                   ARTICLE VI
             CONTRACTS, CORPORATE FUNDS, LOANS, CHECKS AND DEPOSITS

         6.1 Contracts. Without limiting any powers elsewhere granted by these
Bylaws to the Chief Executive Officer or other officer of the Corporation, 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 the authority may be general or confined to
specific instances.

         6.2 Corporate Funds. All funds of the Corporation shall be under the
supervision of the Board of Directors and shall be handled and disposed of in
the manner and by the officers or agents of the Corporation as provided in these
Bylaws or as the Board of Directors may authorize by proper resolutions from
time to time.

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

         6.4 Checks, Drafts, or Orders. All checks, drafts, or other orders for
the payment of money, notes, or other evidence of indebtedness issued in the
name of the Corporation shall be signed by an officer or officers, agent or
agents of the Corporation and in a manner as shall from time to time be
determined by resolution of the Board of Directors.

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         6.5 Deposits. All funds of the Corporation not otherwise employed shall
be deposited from time to time to the credit of the Corporation in banks, trust
companies, or other depositories as the Board of Directors may in its discretion
select.


                                   ARTICLE VII
                                    DIVIDENDS

         7.1 Subject to the restrictions of the Nevada Revised Statutes, the
Board of Directors may from time to time declare, and the Corporation may pay,
dividends on its outstanding shares in the manner and on the terms and
conditions provided by law and its Articles of Incorporation.

         7.2 Before payment of any distribution there may be set aside out of
any funds of the Corporation available for distributions such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing distributions, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interests of the
Corporation, and the directors may abolish any such reserve.


                                  ARTICLE VIII
                                  FISCAL YEAR.

         8.1 The fiscal year of the Corporation will be the year ending July 31,
unless otherwise changed by the Board of Directors. The Board of Directors may
change the fiscal year of the Corporation from time to time.


                                   ARTICLE IX
                                      SEAL

         9.1 The Board of Directors may adopt a corporate seal, which shall be
circular in form and shall have inscribed on it the name of the Corporation, the
year incorporated, the state of incorporation and the words "corporate seal."
The seal shall be stamped or affixed to documents as may be prescribed by law or
by the Board of Directors.



                                    ARTICLE X
                              CONFLICTS OF INTEREST


         10.1 No contract or other transaction between the Corporation and one
or more of its Directors or any other corporation, firm, association or entity
in which one or more of its Directors are directors or officers or are
financially interested, shall be either void or voidable because of the
relationship or interest or because the Director or Directors are present at the
meeting of the Board of Directors or a committee of Directors or joins in the
execution of a written consent which authorizes, approves or ratifies a contract
or transaction or because his or their votes are counted for that purpose, if:

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         (a) The fact of the relationship or interest is disclosed or known to
the Board of Directors or committee which in good faith authorizes, approves or
ratifies the contract or transaction by a vote or consent sufficient for the
purpose without counting the votes or consents of the interested Director(s); or

         (b) The fact of the relationship or interest is disclosed or known to
the shareholders entitled to vote and they authorize, approve or ratify a
contract or transaction by vote or written consent. The votes of the common or
interested directors or officers must be counted in any such vote of
stockholders; or

         (c) The fact of the common directorship, office or financial interest
is not known to the director or officer at the time the transaction is brought
before the board of directors of the corporation for action; or

         (d) The contract or transaction is fair as to the Corporation at the
time it is authorized, approved, and ratified by the Board of Directors,
committee designated by the Board of Directors, or the shareholders.

         10.2 Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or a committee
thereof which authorizes, approves or ratifies a contract or transaction, and if
the votes of the common or interested directors are not counted at the meeting,
then a majority of the disinterested directors may authorize, approve or ratify
a contract or transaction.


                                   ARTICLE XI
                                     NOTICE

         11.1 Whenever, under the provisions of the statutes or of the Articles
of Incorporation or of these Bylaws, notice is required to be given to any
director or stockholder, it shall not be construed to mean personal notice, but
such notice may be given in any manner as may be permitted by law reasonably
intended to give actual notice, to such address, physical or electronic, as
appears on the records of the Corporation, with any required postage prepaid.
Notice to any director may be by any reasonable means, including, without
limitation, mail, personal delivery, facsimile, or electronic communication. All
notices shall be deemed given when sent.

         11.2 Waiver of Notice. Whenever any notice is required to be given to
any shareholder or Director of the Corporation under the provisions of these
Bylaws, the Articles of Incorporation, or by law, a waiver in writing, signed in
original, facsimile or counterpart by the person or persons entitled to notice,
whether before or after the time stated in the notice, shall be deemed
equivalent to the giving of a notice. Any shareholder or Director may waive
notice of any meeting by a notice signed by him or his duly authorized attorney,
either before or after the meeting. Attendance of a shareholder or Director of
the Corporation at a meeting shall constitute waiver of notice of a meeting
except where a shareholder or Director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or adjourned.

         Notice requirements of these Bylaws which apply to meetings of
Directors or of any committee thereof are deemed waived by all Directors if a
Consent to Action is signed in lieu of holding an actual meeting. Notice
requirements of these Bylaws which apply to meetings of shareholders are deemed
waived by all shareholders if a consent action is signed in lieu of holding an
actual meeting.

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                                   ARTICLE XII
                            RESTRICTIONS ON TRANSFER

         12.1 Transfer of shares. No securities of this Corporation or
certificates representing the securities shall be transferred in violation of
any law or of any restriction on transfer set forth in the Articles of
Incorporation or amendments to the Articles, or the Bylaws; or contained in any
buy-sell agreements, right of first refusal, or other agreement restricting a
transfer which has been executed by the Corporation, or filed with the Secretary
of the Corporation and signed by the parties to the agreement. The Corporation
shall not be bound by any restrictions not so filed and noted.

         12.2 Restrictive Legend. The Corporation and any party to any agreement
shall have the right to have a restrictive legend imprinted upon any of the
certificates and any certificates issued in replacement or exchange or with
respect to them.


                                  ARTICLE XIII
                                   AMENDMENTS

         13.1 The Board of Directors is expressly authorized to make, alter or
repeal any or all of the Bylaws of the Corporation, to the fullest extent
provided by the Nevada Revised Statutes, at the annual or any regular or special
meeting of the Board of Directors.


         13.2 These Bylaws may also be altered, amended or repealed at a duly
convened meeting of the stockholders by the affirmative vote of the holders of a
majority of the voting power of the Corporation's stock.
 The stockholders may provide by resolution that any Bylaw provision repealed,
amended, adopted or altered by them may not be repealed, amended, adopted or
altered by the Board of Directors.


                                   ARTICLE XIV
                                 INDEMNIFICATION

         14.1 The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the Corporation, by reason
of the fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another Corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with the action, suit or proceeding if he either is not
liable pursuant to Nevada Revised Statutes 78.138 or acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person is liable pursuant to Nevada Revised Statutes 78.138
or did not act in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.

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<PAGE>

         14.2 The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another Corporation,
partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys' fees actually and reasonably
incurred by him in connection with the defense or settlement of the action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation. Indemnification shall
not be made for any claim, issue or matter as to which such a person has been
adjudged by a court of competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable to the Corporation or for amounts paid in settlement to
the Corporation unless and only to the extent that the court in which such
action or suit was brought or other court of competent jurisdiction determines
upon application that in view of all the circumstances of the case, the person
is fairly and reasonably entitled to indemnity for such expenses as the court
deems proper.

         14.3 To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in paragraphs 14.1 and 14.2, or in
defense of any claim, issue or matter therein, he must be indemnified by the
Corporation against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense.

         14.4 Any indemnification under paragraphs 14.1 and 14.2, unless ordered
by a court shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances. The determination shall be
made (1) by the holders of a majority of the voting power of the corporation's
stock, (2) by the Board of Directors by majority vote of a quorum consisting of
directors who were not parties to the act, suit or proceeding, (3) if a majority
vote of a quorum consisting of directors who are not parties to the act, suit or
proceeding so order, by independent legal counsel in a written opinion, or (4)
if a quorum consisting of directors who were not parties to the act, suit or
proceeding cannot be obtained, by independent legal counsel in a written
opinion.

         14.5 Expenses incurred by an officer or director in defending a civil
or criminal action, suit or proceeding may be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized in this Article 14. Such expenses incurred by
other employees and agents may be so paid upon such terms and conditions, if
any, as the Board of Directors deems appropriate.

         14.6 The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to the other paragraphs of this Article 14, (i) does
not exclude any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his official capacity or an action in another capacity while holding his office
except that indemnification, unless ordered by a court pursuant to paragraph (b)
or for the advancement of expenses made pursuant to paragraph (e), may not be
made to or on behalf of any director or officer if a final adjudication
establishes that his acts or omissions involved intentional misconduct, fraud or
a knowing violation of the law and was material to the cause of action; and (ii)
continues for a person who has ceased to be a director, officer, employee or
agent and inures to the benefit of the heirs, executors and administrators of
such a person. If a claim for indemnification or payment of expenses under this
Article 14 is not paid in full within ninety (90) days after a written claim
therefor has been received by the Corporation, the claimant may file suit to
recover the unpaid amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of prosecuting such claim. In any such
action the Corporation shall have the burden of proving that the claimant was
not entitled to the requested indemnification or payment of expenses under
applicable law.

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         14.7 The Board of Directors may authorize, by a vote of a majority of a
quorum of the Board of Directors, the Corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another Corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of this Article 14.

         14.8 The Board of Directors may authorize the Corporation to enter into
a contract with any person who is or was a director, officer, employee or agent
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another partnership, joint venture,
trust or other enterprise providing for indemnification rights equivalent to or,
if the Board of Directors so determines, greater than those provided for in this
Article 14.

         14.9 For the purposes of this Article 14, references to "the
Corporation" shall include, in addition to the resulting Corporation, any
constituent Corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent Corporation, or is or was serving at the request of
such constituent Corporation as a director, officer, employee or agent of
another Corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article with
respect to the resulting or surviving Corporation as he would have with respect
to such constituent Corporation if its separate existence had continued.

         14.10 For purposes of this Article, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the Corporation" shall include service
as a director, officer, employee or agent of the Corporation which imposes
duties on, or involves services by, such director, officer, employee or agent
with respect to an employee benefit plan, its participants or beneficiaries; and
a person who acted in good faith and in a manner he reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests of
the Corporation" as referred to in this Article.

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<PAGE>

                CERTIFICATION AS TO THE BYLAWS OF THE CORPORATION

         I, the undersigned, being the Secretary of the Corporation do hereby
certify the foregoing to be the Bylaws of the Corporation, adopted November 11,
2003.




/s/  John Wade
----------------------------
John Wade, Secretary



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