Exhibit
10.1








AMENDED
AND RESTATED BYLAWS


OF


INTERMOST
CORPORATION


(as
amended February 18, 2008)





ARTICLE
I


OFFICES





1.01           REGISTERED
OFFICE AND AGENT.  The registered office or the registered agent, or
both, may be changed by resolution of the Board of Directors, upon filing the
statement required by law.




1.02           PRINCIPAL
OFFICE.  The principal office of the Corporation shall be at 38th
Floor, GuomaoBuilding, Renmin South Road, Shenzhen, China provided that the
Board of Directors shall have power to change the location of the principal
office in its discretion.




1.03           OTHER
OFFICES.  The Corporation may also maintain other offices at such
places within or without China, or the State of Wyoming, as the Board of
Directors may from time to time appoint or as the business of the Corporation
may require.





ARTICLE
II


SHAREHOLDERS





2.01           PLACE
OF MEETING.  All meetings of shareholders, both regular and special,
shall be held either at the principal office of the Corporation, or at such
other place as shall be designated in the notice of the meeting.




2.02           ANNUAL
MEETING.  The annual meeting of shareholders for the election of
directors and for the transaction of all other business which may come before
the meeting shall be held at such date and time as may be specified by the Board
of Directors as set forth in the notice of meeting.





The
annual meeting of shareholders may be held for any other purpose in addition to
the election of directors which may be specified in a notice of such meeting.
The meeting may be called by resolution of the Board of Directors or by a
writing filed with the secretary signed either by a majority of the directors or
by shareholders owning a majority in amount of the entire capital stock of the
Corporation issued and outstanding and entitled to vote at any such
meeting.





2.03           NOTICE
OF SHAREHOLDERS’ MEETING.  A 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 before the date of the meeting,
either personally or by mail, by or at the direction of the president, secretary
or the officer or 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 share transfer books of the Corporation,
with postage thereon prepaid.


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2.04           VOTING
OF SHARES.  Each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, except to the extent that the voting rights of the shares of any
class or classes are modified, limited or denied by the Articles of
Incorporation or by law.





Treasury
shares, shares of its own stock owned by another corporation the majority of the
voting stock of which is owned or controlled by this Corporation, and shares of
its own stock held by this Corporation in a fiduciary capacity shall not be
voted, directly or indirectly, at any meeting, and shall not be counted in
determining the total number of outstanding shares at any given
time.





A
shareholder may vote either in person or by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact.  No proxy
shall be valid after eleven (11) months from the date of its execution unless
otherwise provided in the proxy.  Each proxy shall be revocable unless
expressly provided therein to be irrevocable, and in no event shall it remain
irrevocable for a period of more than eleven (11) months.





At each
election for directors, every shareholder entitled to vote at such election
shall have the right to vote, in person or by proxy, the number of shares owned
by him for as many persons as there are directors to be elected and for whose
election he has a right to vote, or if authorized by the Articles of
Incorporation, to cumulate his votes by giving one candidate as many votes as
the number of such directors multiplied by the number of his shares shall equal,
or by distributing such votes on the same principal among any number of such
candidates. Any shareholder who intends to cumulate his votes as herein
authorized shall give written notice of such intention to the secretary of the
Corporation on or before the day preceding the election at which such
shareholder intends to cumulate his votes.





2.05           CLOSING
TRANSFER BOOKS AND FIXING RECORD DATES.  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 share transfer books
shall be closed for a stated period not exceeding sixty (60) days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least ten (10) days immediately preceding such meeting. In lieu
of closing the stock transfer books, the Bylaws or, in the absence of an
applicable Bylaw, the Board of Directors may fix in advance a date as the record
date for any such determination of shareholders, not later than sixty (60) days
and, in case of a meeting of shareholders, not earlier than ten (10) days, prior
to the date on which the particular action requiring such determination of
shareholders is to be taken. If the share 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 share transfer books and the
stated period of closing has expired.


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2.06           QUORUM
OF SHAREHOLDERS.  Unless otherwise provided in the Articles of
Incorporation, the holders of a majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders, but in no event shall a quorum consist of the holders of less than
one-third (1/3) of the share entitled to vote and thus represented at such
meeting. The vote of the holders of a majority of the shares entitled to vote
and thus represented at a meeting at which a quorum is present shall be the act
of the shareholders’ meeting, unless the vote of a greater number is required by
law, the Articles of Incorporation or the Bylaws.




2.07           VOTING
LISTS.  The officer or agent having charge of the share transfer books
for the shares of the Corporation shall make, at least ten (10) days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting or any adjournment thereof, arranged in alphabetical order, with
the address of and the number of shares held by each, which list, for a period
of ten (10) days prior to such meeting, shall be kept on file at the registered
office of the Corporation and shall be subject to inspection by any shareholders
at any time during usual business hours. Such list shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting. The original
share transfer books shall be prima-facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders.




2.08           ACTION
BY CONSENT OF SHAREHOLDERS.  In lieu of a formal meeting, action may
be taken by written consent of such number of the shareholders as is required by
either State law or the Corporation’s Bylaws for passage of such corporate
action.





ARTICLE
III


DIRECTORS





3.01           BOARD
OF DIRECTORS.  The business of affairs of the Corporation shall be
managed by a Board of Directors. Directors need not be residents of the State of
Wyoming or shareholders in the Corporation.




3.02           NUMBER
AND ELECTION OF DIRECTORS.  The number of directors shall be not less
than three (3) nor more than seven (7), and shall be fixed at four
(4).  The number of directors constituting the board shall be fixed
from time to time by the Directors provided that the number may be increased or
decreased from time to time by an amendment to these Bylaws, but no decrease
shall have the effect of shortening the term of any incumbent director. At each
annual election the shareholders shall elect directors to hold office until the
next succeeding annual meeting.




3.03           VACANCIES.  Any
vacancy occurring in the Board of Directors may be filled by the affirmative
vote of the remaining directors, though less than a quorum of the Board. A
director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors shall be filled by election at an annual
meeting or at a special meeting of shareholders called for that
purpose.


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3.04           QUORUM
OF DIRECTORS.  A quorum for purposes of all Board meetings and the
transaction of business thereat shall consist of a majority of the Directors.
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.




3.05           ANNUAL
MEETING OF DIRECTORS.  Within thirty (30) days after each annual
meeting of shareholders, the Board of Directors elected at such meeting shall
hold an annual meeting at which they shall elect officers and transact such
other business as shall come before the meeting.




3.06           REGULAR
MEETING OF DIRECTORS.  A regular meeting of the Board of Directors may
be held at such time as shall be determined from time to time by resolution of
the Board of Directors.




3.07           SPECIAL
MEETINGS OF DIRECTORS.  The secretary shall call a special meeting of
the Board of Directors whenever requested to do so by the President or by two
directors. Such special meeting shall be held at the time specified in the
notice of meeting.




3.08           PLACE
OF DIRECTORS MEETING.  All meetings of the Board of Directors (annual,
regular or special) shall be held either at the principal office of the
Corporation or at such other place, either within or without the State of
Wyoming, as shall be specified in the notice of meeting.




3.09           NOTICE
OF DIRECTORS MEETINGS.  All meetings of the Board of Directors
(annual, regular or special) shall be held upon five (5) days written notice
stating the date, place and hour of meeting delivered to each director either
personally or by mail or at the direction of the president or the secretary or
the officer or person calling the meeting.





In any
case where all of the directors execute a waiver of notice of the time and place
of meeting, no notice thereof shall be required, and any such meeting (whether
annual, regular or special) shall be held at the time and at the place (either
within or without the State of Wyoming) specified in the waiver of notice.
Attendance of a director at any meeting shall constitute a waiver of notice of
such meeting, except where the directors attends a meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.





Neither
the business to be transacted at, nor the purpose of, any annual, regular or
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.





3.10           COMPENSATION.  Directors,
as such, shall not receive any stated salary for their services, but by
resolution of the Board of Directors a fixed sum and expenses of attendance, if
any, may be allowed for attendance at each annual, regular or special meeting of
the Board, provided, that nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefore.


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3.11           ACTION
BY CONSENT OF DIRECTORS.  In lieu of a formal meeting, action may be
taken by written consent of such number of the directors as is required by
either State law or the Corporation’s Bylaws for passage of such corporate
action.




3.12           COMMITTEES.  The
board of directors may, by resolution passed by a majority of the whole board,
designate an executive committee and one or more other committees, each
committee to consist of one or more of the directors of the Corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee.





Any such
committee, to the extent provided in the resolution of the board of directors,
shall have and may exercise all the powers and authority of the board of
directors in the management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to making, altering or repealing any bylaw of the Corporation; electing or
appointing any director, or removing any officer or director; submitting to
shareholders any action that requires shareholders’ approval; or amending or
repealing any resolution theretofore adopted by the board which by its terms is
amendable or repealable only by the board. Such committee or committees shall
have such name or names as may be determined from time to time by resolution
adopted by the board of directors. Each committee shall keep regular minutes of
its meetings and report the same to the board of directors when
required.





ARTICLE
IV


OFFICERS





2.01           OFFICERS
ELECTION.  The officers of the Corporation shall consist of a
president, one or more vice presidents, a secretary, and a treasurer. The board
of directors may also choose, at its discretion, a Chairman of the Board, Vice
Chairman of the Board, Chief Executive Officer, Chief Operating Officer, one or
more assistant secretaries and one or more assistant treasurers. Al such
officers shall be elected at the annual meeting of the Board of Directors
provided for in Article III, Section 5.  If any office is not filled
at such annual meeting, it may be filled at any subsequent regular or special
meeting of the Board. The Board of Directors at such annual meeting, or at any
subsequent regular or special meeting may also elect or appoint such other
officers and assistant officers and agents as may be deemed necessary. Any two
or more offices may be held by the same person, except the offices of president
and secretary.





All
officers and assistant officers shall be elected to serve until the next annual
meeting of directors (following the next annual meeting of shareholders) or
until their successors are elected; provided, that any officer or assistant
officer elected or appointed by the Board of Directors may be removed with or
without case at any regular or special meeting of the Board whenever in the
judgment of the Board of Directors the best interests of the Corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Any agent appointed shall serve for
such term as shall be specified, subject to like right of removal by the Board
of Directors.





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2.01           VACANCIES.  If
any office becomes vacant for any reason, the vacancy may be filled by the Board
of Directors.




2.02           POWER
OF OFFICERS.  Each officer shall have, subject to these Bylaws, in
addition to the duties and powers specifically set forth herein, such powers and
duties as are commonly incident to his office and such duties and powers as the
Board of Directors shall from time to time designate. All officers shall perform
their duties subject to the directions and under the supervision of the Board of
Directors. The president may secure the fidelity of any and all officers by bond
or otherwise.




2.03           CHAIRMAN
OF THE BOARD.  The Chairman of the Board shall preside at all meetings
of the stockholders and of the Board of Directors.




2.04           VICE
CHAIRMAN OF THE BOARD.  The Vice Chairman of the Board shall, at the
request, or in the absence or disability, of the Chairman of the Board, perform
the duties and exercise the powers of such office.




2.05           CHIEF
EXECUTIVE OFFICER.  The Chief Executive Officer of the Corporation
shall have general supervision of the business, affairs and property of the
Corporation, and over its several officers. In general, the Chief Executive
Officer shall have all authority incident to the Office of Chief Executive
Officer and shall have such other authority and perform such other duties as may
from time to time be assigned by the Board of Directors or by any duly
authorized committee of directors. The Chief Executive Officer shall have the
power to fix the compensation of elected officers whose compensation is not
fixed by the Board of Directors or a committee thereof and also to engage,
discharge, determine the duties and fix the compensation of all employees and
agents of the Corporation necessary or proper for the transaction of the
business of the Corporation. If the Chief Executive Officer is not also the
Chairman of the Board, then the Chief Executive Office shall report to the
Chairman of the Board or the Vice Chairman, as the case may be.




2.06           PRESIDENT.  The
President shall be the chief operating officer of the Corporation and, subject
to the direction of the Board of Directors, or any duly authorized committee of
directors, shall have general supervision of the operations of the Corporation.
In general, but subject to any contractual restriction, the President shall have
all authority incident to the office of President and chief operating officer
and shall have such other authority and perform such other duties as may from
time to time be assigned by the Board of Directors or by any duly authorized
committee of directors or by the Chairman of the Board of Directors. The
President shall, at the request or in the absence or disability of the Chairman
or Vice Chairman of the Board, or the Chief Executive Officer, perform the
duties and exercise the powers of such officer.




2.07           VICE
PRESIDENTS.  Each vice president shall have such powers and duties as
the Board, the Chief Executive Officer or the President assigns to him or
her.


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2.08           SECRETARY
AND ASSISTANT SECRETARIES.  The secretary shall attend all meetings of
the Board and all meetings of the shareholders and shall record all votes and
the minutes of all proceedings and shall perform like duties for the standing
committees when required. He shall give or cause to be given notice of all
meetings of the shareholders and all meetings of the Board of Directors and
shall perform such other duties as may be prescribed by the Board. He shall keep
in safe custody the seal of the Corporation, and when authorized by the Board,
affix the same to any instrument requiring it, and when so affixed, it shall be
attested by his signature or by the signature of an assistant
secretary.





The
assistant secretary shall, in the absence or disability of the secretary,
perform the duties and exercise the powers of the secretary, and they shall
perform such other duties as the Board of Directors shall
prescribe.





In the
absence of the secretary or an assistant secretary, the minutes of all meetings
of the Board and shareholders shall be recorded by such person as shall be
designated by the president or by the Board of Directors.





2.09           TREASURER
AND ASSISTANT TREASURER.  The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors.





The
treasurer shall disburse the funds of the Corporation as may be ordered by the
Board of Directors, taking proper vouchers for such disbursements. He shall keep
and maintain the Corporation’s books of account and shall render to the
president and directors an account of all of his transactions as treasurer and
of the financial condition of the Corporation and exhibit his books, records and
accounts to the president or directors at any time. He shall disburse funds for
capital expenditures as authorized by the Board of Directors and in accordance
with the orders of the president, and present to the president for his attention
any requests for disbursing funds if in the judgment of the treasurer any such
request is not properly authorized. He shall perform such other duties as may be
directed by the Board of Directors or by the president.





If
required by the Board of Directors, he shall give the Corporation a bond in such
sum and with such surety or sureties as shall be satisfactory to the Board for
the faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the
Corporation.





The
assistant treasurers in the order of their seniority shall, in the absence or
disability of the treasurer, perform the duties and exercise the powers of the
treasurer, and they shall perform such other duties as the Board of Directors
shall prescribe.





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ARTICLE
V


CERTIFICATES
OF STOCK:  TRANSFER, ETC.





2.01           CERTIFICATES
OF STOCK.  The certificates for shares of stock of the Corporation
shall be numbered and shall be entered in the Corporation as they are issued.
They shall exhibit the holder’s name and number of shares and shall be signed by
the president or a vice president and the secretary or an assistant secretary or
if the Board of Directors determines, by any one of the afore named officers and
shall be sealed with the seal of the Corporation or a facsimile thereof. If the
Corporation has a transfer agent or a registrar, other than the Corporation
itself or an employee of the Corporation, the signatures of any such officer may
be facsimile. In case any officer or officers who shall have signed or whose
facsimile signature or signatures shall have been used on any such certificate
or certificates shall cease to be such officer or officers of the Corporation,
whether because of death, resignation or otherwise, before said certificate or
certificates shall have been issued, such certificate may nevertheless be issued
by the Corporation with the same effect as though the person or persons who
signed such certificates or whose facsimile signature or signatures shall have
been used thereon had been such officer or officers at the date of its issuance.
Certificates shall be in such form as shall in conformity to law be prescribed
from time to time by the Board of Directors.





The
Corporation may appoint from time to time transfer agents and registrars, who
shall perform their duties under the supervision of the secretary.





5.02           TRANSFERS
OF SHARES.  Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its
books.




5.03           REGISTERED
SHAREHOLDERS.  The Corporation shall be entitled to treat the holder
of record of any share or shares of stock as the holder in fact thereof and
accordingly shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by
law.




5.04           LOST
CERTIFICATE.  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 or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate to be lost. When authorizing such issue of a new certificate or
certificates, the Board of Directors in its discretion and as a condition
precedent to the issuance thereof, may require the owner of such lost or
destroyed certificate or certificates or his legal representative to advertise
the same in such manner as it shall require or to give the corporation a bond
with surety and in form satisfactory to the Corporation (which bond shall also
name the Corporation’s transfer agents and registrars, if any, as obligees) in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation or other obligees with respect to the certificate
alleged to have been lost or destroyed, or to advertise and also give such
bond.





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ARTICLE
VI


DIVIDEND





6.01           DECLARATION.  The
Board of Directors may declare at any annual, regular or special meeting of the
Board and the Corporation may pay, dividends on the outstanding shares in cash,
property or in the shares of the Corporation to the extent permitted by, and
subject to the provisions of, the laws of the State of Wyoming.




6.02           RESERVES.  Before
payment of any dividend there may be set aside out of any funds of the
Corporation available for dividends 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 dividends or for repairing or maintaining any
property of the Corporation or for such other purpose as the directors shall
think conducive to the interest of the Corporation, and the directors may
abolish any such reserve in the manner in which it was created.





ARTICLE
VII


MISCELLANEOUS





7.01           INFORMAL
ACTION.  Any action required to be taken or which may be taken at a
meeting of the shareholders, directors or members of the executive committee,
may be taken without a meeting if a consent in writing setting forth the action
so taken shall be signed by such number of shareholders, directors, or members
of the executive committee as is required by law, as the case may be, entitled
to vote with respect to the subject matter thereof, and such consent shall have
the same force and effect as a vote of the shareholders, directors, or members
of the executive committee, as the case may be, at a meeting of said
body.




7.02           SEAL.  The
corporate seal shall be circular in form and shall contain the name of the
Corporation, the year of its incorporation and the words “Wyoming”, and
“CORPORATE SEAL”.  The seal may be used by causing it or a facsimile
to be impressed or affixed or in any other manner reproduced. The corporate seal
may be altered by order of the Board of Directors at any time.




7.03           CHECKS.  All
checks or demands for money and notes of the Corporation shall be signed by such
officer or officers or such other person or persons as the Board of Directors
may from time to time designate.




7.04           FISCAL
YEAR.  The fiscal year of the Corporation shall be determined by
resolution of the Board of Directors.




7.05           AMENDMENTS.  These
Bylaws may be altered, amended or repealed in whole or in part by the
affirmative vote of the Board of Directors.





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ARTICLE
VIII


INDEMNIFICATION
OF OFFICERS AND DIRECTORS





8.01           RIGHT
TO INDEMNIFICATION.  Each person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a “proceeding”), by reason of the fact that he or she 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 or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an “indemnitee”), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent or in
any other capacity while serving as a director, officer, employee, or agent,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the laws of the State of Wyoming, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than such law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith and such indemnification shall continue as to an indemnitee who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the indemnitee’s heirs, executors and administrators; provided,
however, that except as provided in Section 2 hereof with respect to proceedings
to enforce rights to indemnification, the Corporation shall indemnify any such
indemnitee in connection with a proceeding (or part thereof) initiated by
indemnitee only if such proceeding (or part thereof) was authorized by the Board
of Directors of the Corporation. The right to indemnification conferred in this
Section shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition (hereinafter an “advancement of expenses”); provided,
however, if Wyoming law requires, an advancement of expenses incurred by an
indemnitee in his or her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such indemnitee, including,
without limitation, service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a “final adjudication”) that such
indemnitee is not entitled to be indemnified for such expenses under this
Section or otherwise.


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8.02           RIGHT
OF INDEMNITEE TO BRING SUIT.  If a claim under Section 1 of this
Article is not paid in full by the Corporation within sixty days after a written
claim has been received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be twenty
days, the indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If successful in whole or
in part in any such suit, or in a suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the indemnitee
shall be entitled to be paid also the expense of prosecuting or defending such
suit. In (i) any suit brought by the indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the indemnitee to
enforce a right to an advancement of expenses) it shall be a defense that, and
(ii) in any suit by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking the Corporation shall be entitled to
recover such expenses upon a final adjudication that, the indemnitee has not met
the applicable standard of conduct set forth in Wyoming law. Neither the failure
of the Corporation (including its Board of Directors, independent legal counsel,
or its stockholders) to have made a determination prior to the commencement of
such suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
Wyoming law nor an actual determination by the Corporation (including its Board
of Directors, independent legal counsel, or its stockholders) that the
indemnitee has not met such applicable standard of conduct, shall create a
presumption that the indemnitee has not met the applicable standard of conduct,
or, in the case of such suit brought by the indemnitee, be a defense to such
suit. In any suit brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder, or by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not entitled to be
indemnified, or to such advancement of expenses, under this Article or otherwise
shall be on the Corporation.




8.03           NON-EXCLUSIVITY
OF RIGHTS.  The rights to indemnification and to the advancement of
expenses conferred in this Article shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, the
Corporation’s certification of incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.




8.04           INSURANCE.  The
Corporation may maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expenses, liability or loss under Wyoming
law.





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