**AMENDED
      & RESTATED**


**BYLAWS**


**OF**


**HUIHENG
      MEDICAL, INC.**




**ARTICLE
      I**


**OFFICES**




Section
      1.01  **Registered
      Office** .
      The
      registered office shall be at such address as shall be set forth from time
      to
      time in the office of  the Secretary of State of the State of
      Nevada.




Section
      1.02  **Locations
      of Offices** .
      The
      corporation may also have offices at such other places both within and without
      the state of Nevada as the board of directors may from time to time determine
      or
      the business of the corporation may require.




**ARTICLE
      II**


**SHAREHOLDERS**




Section
      2.01  **Annual
      Meeting** .
      The
      annual meeting of the shareholders shall be held within 180 days after the
      end
      of the corporation's fiscal year at such time as is designated by the board
      of
      directors and as is provided for in the notice of the meeting. If the election
      of directors shall not be held on the day designated herein for the annual
      meeting of the shareholders or at any adjournment thereof, the board of
      directors shall cause the election to be held at a special meeting of the
      shareholders as soon thereafter as may be convenient.




Section
      2.02  **Special
      Meetings** .
      Special
      meetings of the shareholders may be called at any time in the manner provided
      in
      the articles of incorporation. At any special meeting of the shareholders,
      only
      such business shall be conducted as shall have been stated in the notice of
      such
      special meeting.




Section
      2.03  **Place
      of Meetings** .
      The
      board of directors may designate any place, either within or without the state
      of incorporation, as the place of meeting for any annual meeting or for any
      special meeting called by the board of directors. A waiver of notice signed
      by
      all shareholders entitled to vote at a meeting may designate any place, either
      within or without the state of incorporation, as the place for the holding
      of
      such meeting. If no designation is made, the place of meeting shall be at the
      registered office of the corporation.




Section
      2.04  **Notice
      of Meetings** .
      The
      secretary or assistant secretary, if any, shall cause notice of the time, place,
      and purpose or purposes of all meetings of the shareholders (whether annual
      or
      special), to be mailed at least 10 but not more than 60 days prior to the
      meeting, to each shareholder of record entitled to vote.




Section
      2.05  **Waiver
      of Notice** .
      Any
      shareholder may waive notice of any meeting of shareholders (however called
      or
      noticed, whether or not called or noticed, and whether before, during, or after
      the meeting) by signing a written waiver of notice or a consent to the holding
      of such meeting or an approval of the minutes thereof. Attendance at a meeting,
      in person or by proxy, shall constitute waiver of all defects of notice
      regardless of whether a waiver, consent, or approval is signed or any objections
      are made, unless attendance is solely for the purpose of objecting at the
      beginning of the meeting to the transaction of any business because the meeting
      is not lawfully called or convened. All such waivers, consents, or approvals
      shall be made a part of the minutes of the meeting.







Section
      2.06  **Fixing
      Record Date** .
      For the
      purpose of determining: (i) shareholders entitled to notice of or to vote at
      any
      meeting of shareholders or any adjournment thereof, or to express consent to
      corporate action in writing without a meeting; (ii) shareholders entitled to
      receive payment of any dividend or other distribution or allotment of any rights
      or entitled to exercise any rights in respect to any change, conversion, or
      exchange of stock; or (iii) shareholders of the corporation for any other lawful
      purpose, the board of directors may fix in advance a date as the record date
      for
      any such determination of shareholders, such date in any case to be not more
      than 60 days and, in case of a meeting of shareholders, not less than 10 days
      prior to the date on which the particular action requiring such determination
      of
      shareholders is to be taken. If no record date is fixed for the determination
      of
      shareholders entitled to notice of or to vote at a meeting, the day preceding
      the date on which notice of the meeting is mailed shall be the record date.
      For
      any other purpose, the record date shall be the close of business on the date
      on
      which the resolution of the board of directors pertaining thereto is adopted.
      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. Failure to comply with this section shall
      not
      affect the validity of any action taken at a meeting of
      shareholders.




Section
      2.07  **Voting
      Lists** .
      The
      officers of the corporation shall cause to be prepared from the stock ledger,
      at
      least ten days before every meeting of shareholders, a complete list of the
      shareholders entitled to vote at such meeting or any adjournment thereof,
      arranged in alphabetical order, and showing the address of each shareholder
      and
      the number of shares registered in the name of each shareholder. Such list
      shall
      be open to the examination of any shareholder, for any purpose germane to the
      meeting, during ordinary business hours, for a period of at least ten days
      prior
      to the meeting, either at a place within the city where the meeting is to be
      held, which place shall be specified in the notice of the meeting, or, if not
      so
      specified, at the registered office of the corporation. The list shall also
      be
      produced and kept at the time and place of the meeting during the whole time
      thereof and may be inspected by any shareholder who is present. The original
      stock ledger shall be the only evidence as to who are the shareholders entitled
      to examine the stock ledger, the list required by this section, or the books
      of
      the corporation, or to vote in person or by proxy at any meeting of
      Sockholders.




Section
      2.08  **Quorum** .
      Stock
      representing a majority of the voting power of all outstanding stock of the
      corporation entitled to vote, present in person or represented by proxy, shall
      constitute a quorum at all meetings of the shareholders for the transaction
      of
      business, except as otherwise provided by statute or by the articles of
      incorporation. If, however, such quorum shall not be present or represented
      at
      any meeting of the shareholders, the shareholders entitled to vote thereat,
      present in person or represented by proxy, shall have power to adjourn the
      meeting from time to time, without notice other than announcement at the
      meeting, until a quorum shall be present or represented. At such reconvened
      meeting at which a quorum is present or represented, any business may be
      transacted which might have been transacted at the meeting as originally
      notified. If the adjournment is for more than 30 days or if after the
      adjournment a new record date is fixed for the adjourned meeting, a notice
      of
      the adjourned meeting shall be given to each shareholder of record entitled
      to
      vote at the meeting.




Section
      2.09  **Vote
      Required** .
      When a
      quorum is present at any meeting, the vote of the holders of stock having a
      majority of the voting power present in person or represented by proxy shall
      decide any question brought before such meeting, unless the question is one
      on
      which by express provision of the statutes of the state of Nevada or of the
      articles of incorporation a different vote is required, in which case such
      express provision shall govern and control the decision of such
      question.




Section
      2.10  **Voting
      of Stock** .
      Unless
      otherwise provided in the articles of incorporation, each shareholder shall
      at
      every meeting of the shareholders be entitled to one vote in person or by proxy
      for each share of the capital stock having voting power held by such
      shareholder, subject to the modification of such voting rights of any class
      or
      classes of the corporation's capital stock by the articles of
      incorporation.




2


Section
      2.11  **Proxies** .
      At each
      meeting of the shareholders, each shareholder entitled to vote shall be entitled
      to vote in person or by proxy; provided, however, that the right to vote by
      proxy shall exist only in case the instrument authorizing such proxy to act
      shall have been executed in writing by the registered holder or holders of
      such
      stock, as the case may be, as shown on the stock ledger of the corporation
      or by
      his attorney thereunto duly authorized in writing. Such instrument authorizing
      a
      proxy to act shall be delivered at the beginning of such meeting to the
      secretary of the corporation or to such other officer or person who may, in
      the
      absence of the secretary, be acting as secretary of the meeting. In the event
      that any such instrument shall designate two or more persons to act as proxy,
      a
      majority of such persons present at the meeting, or if only one be present,
      that
      one (unless the instrument shall otherwise provide) shall have all of the powers
      conferred by the instrument on all persons so designated. Persons holding stock
      in a fiduciary capacity shall be entitled to vote the stock so held, and the
      persons whose shares are pledged shall be entitled to vote, unless the transfer
      by the pledgor in the books and records of the corporation shall have expressly
      empowered the pledgee to vote thereon, in which case the pledgee or his proxy
      may represent such stock and vote thereon. No proxy shall be voted or acted
      on
      after six months from its date, unless the proxy is coupled with an interest,
      or
      unless the proxy provides for a longer period not to exceed seven
      years.




Section
      2.12  **Nomination
      of Directors** .
      Only
      persons who are nominated in  accordance with the procedures set forth in
      this section shall be eligible for election as directors. Nominations of persons
      for election to the board of directors of the corporation may be made at a
      meeting of shareholders at which directors are to be elected only (a) by or
      at
      the direction of the board of directors or (b) by any shareholder of the
      corporation entitled to vote for the election of directors at a meeting who
      complies with the notice procedures set forth in this section. Such nominations,
      other than those made by or at the direction of the board of directors, shall
      be
      made by timely notice in writing to the secretary of the corporation. To be
      timely, a shareholder's notice must be delivered or mailed to and received
      at
      the registered office of the corporation not less than 30 days prior to the
      date
      of the meeting; provided, in the event that less than 40 days' notice of the
      date of the meeting is given or made to shareholders, to be timely, a
      shareholder's notice must be so received not later than the close of business
      on
      the tenth day following the day on which such notice of the date of the meeting
      was mailed. Such shareholder's notice shall set forth (a) as to each person
      whom
      such shareholder proposes to nominate for election or reelection as a director,
      all information relating to such person that is required to be disclosed in
      solicitations of proxies for election of directors, or is otherwise required,
      in
      each case pursuant to regulation 14A under the Securities Exchange Act of 1934,
      as amended (including each such person's written consent to serve as a director
      if elected); and (b) as to the shareholder giving the notice (i) the name and
      address of such shareholder as it appears on the corporation's books, and (ii)
      the class and number of shares of the corporation's capital stock that are
      beneficially owned by such shareholder. t the request of the board of directors,
      any person nominated by the board of directors for election as a director shall
      furnish to the secretary of the corporation that information required to be
      set
      forth in a shareholder's notice of nomination which pertains to the nominee.
      No
      person shall be eligible for election as a director of the corporation unless
      nominated in accordance with the provisions of this section. The officer of
      the
      corporation or other person presiding at the meeting shall, if the facts so
      warrant, determine and declare to the meeting that a nomination was not made
      in
      accordance with such provisions, and if such officer should so determine, such
      officer shall so declare to the meeting, and the defective nomination shall
      be
      disregarded.




3


Section
      2.13  **Inspectors
      of Election** .
      There
      shall be appointed at least one inspector of the vote for each shareholder’s
      meeting. Such inspector(s) shall first take and subscribe an oath or affirmation
      faithfully to execute the duties of inspector at such meeting with strict
      impartiality and according to the best of their ability. Unless appointed in
      advance of any such meeting by the board of directors, the presiding officer
      shall appoint such inspector(s) for the meeting. No director or candidate for
      the office of director shall be appointed as such inspector. Such inspector(s)
      shall be responsible for tallying and certifying each vote required to be
      tallied and certified by them as provided in the resolution of the board of
      directors appointing them or in their appointment by the person presiding at
      such meeting, as the case may be.




Section
      2.14  **Election
      of Directors** .
      At all
      meetings of the shareholders at which directors are to be elected, except as
      otherwise set forth in any preferred stock designation (as defined in the
      articles of incorporation) with respect to the right of the holders of any
      class
      or series of preferred stock to elect additional directors under specified
      circumstances, directors shall be elected by a plurality of the votes cast
      at
      the meeting. The election need not be by ballot unless any shareholder so
      demands before the voting begins. Except as otherwise provided by law, the
      articles of incorporation, any preferred stock designation, or these bylaws,
      all
      matters other than the election of directors submitted to the shareholders
      at
      any meeting shall be decided by a majority of the votes cast with respect
      thereto.




Section
      2.15  **Business
      at Annual Meeting** .
      At any
      annual meeting of the shareholders, only such business shall be conducted as
      shall have been brought before the meeting (a) by or at the direction of the
      board of directors or (b) by any shareholder of the corporation who is entitled
      to vote with respect thereto and who complies with the notice procedures set
      forth in this section. For business to be properly brought before an annual
      meeting by a shareholder, the shareholder must have given timely notice thereof
      in writing to the secretary of the corporation. To be timely, a shareholder's
      notice shall be delivered or mailed to and received at the registered offices
      of
      the corporation not less than 30 days prior to the date of the annual meeting;
      provided, in the event that less than 40 days' notice of the date of the meeting
      is given or made to shareholders, to be timely, a shareholder's notice shall
      be
      so received not later than the close of business on the tenth day following
      the
      day on which such notice of the date of the annual meeting was mailed. A
      shareholder's notice to the secretary shall set forth as to each matter such
      shareholder proposes to bring before the annual meeting (a) a brief description
      of the matter desired to be brought before the annual meeting and the reasons
      for presenting such matter at the annual meeting, (b) the name and address,
      as
      they appear on the corporation's books, of the shareholder proposing such
      matter, (c) the class and number of shares of the corporation's capital stock
      that are beneficially owned by such shareholder, and (d) any material interest
      of such shareholder in such matter. Notwithstanding anything in these bylaws
      to
      the contrary, no matter shall be brought before or conducted at an annual
      meeting except in accordance with the provisions of this section. The officer
      of
      the corporation or other person presiding at the annual meeting shall, if the
      facts so warrant, determine and declare to the meeting that a matter was not
      properly brought before the meeting in accordance with such provisions, and
      such
      matter shall not be presented or voted on by the shareholders.




Section
      2.16  **Business
      at Special Meeting** .
      At any
      special meeting of the shareholders, only such business shall be conducted
      as
      shall have been stated in the notice of such special meeting.




Section
      2.17  **Written
      Consent to Action by Shareholders** .
      Unless
      otherwise provided in the articles of incorporation, any action required to
      be
      taken at any annual or special meeting of shareholders of the corporation,
      or
      any action which may be taken at any annual or special meeting of such
      shareholders, may be taken without a meeting, without prior notice, and without
      a vote, if a consent in writing, setting forth the action so taken, shall be
      signed by the holders of outstanding stock having not less than the minimum
      number of votes that would be necessary to authorize or take such action at
      a
      meeting at which all shares entitled to vote thereon were present and voted.
      Prompt notice of the taking of the corporate action without a meeting by less
      than unanimous written consent shall be given to those shareholders who have
      not
      consented in writing.




4


Section
      2.18  **Procedure
      for Meetings** .
      Meeting
      of the shareholders shall be conducted pursuant to such reasonable rules of
      conduct and protocol as the board of directors or the officer of the Corporation
      or other person presiding at the meeting may prescribe or, if no such rules
      are
      prescribed, in accordance with the most recently published edition of Robert's
      Rules of Order.




**ARTICLE
      III**


**DIRECTORS**




Section
      3.01  **General
      Powers** .
      The
      business of the corporation shall be managed under the direction of its board
      of
      directors, which may exercise all such powers of the corporation and do all
      such
      lawful acts and things as are not by statute or by the articles of incorporation
      or by these bylaws directed or required to be exercised or done by the
      shareholders.




Section
      3.02  **Number,
      Term, and Qualifications** .
      The
      number of directors which shall constitute the board, subject to the limitations
      set forth in the articles of incorporation, shall be determined by resolution
      of
      a majority of the total number of directors if there were no vacancies (the
      "Whole Board") or, if there are fewer directors than a majority of the Whole
      Board, by the unanimous consent of the remaining directors or by the
      shareholders at the annual meeting of the shareholders or a special meeting
      called for such purpose, except as provided in section 3.03 of this article,
      which such resolution shall be incorporated by this reference into and shall
      be
      a part of these bylaws. Each director elected shall hold office until his
      successor is elected and qualified. Directors need not be residents of the
      state
      of incorporation or shareholders of the
      corporation.




Section
      3.03  **Vacancies
      and Newly Created Directorships** .
      Vacancies and newly created directorships resulting from any increase in the
      authorized number of directors may be filled by a majority of the directors
      then
      in office, though less than a quorum of the Whole Board, or by a sole remaining
      director, and the directors so chosen shall hold office until the next annual
      election and until their successors are duly elected and qualified. If there
      are
      no directors in office, then an election of directors may be held in the manner
      provided by statute.




Section
      3.04  **Regular
      Meetings** .
      A
      regular meeting of the board of directors shall be held without other notice
      than this bylaw immediately following and at the same place as the annual
      meeting of shareholders. The board of directors may provide by resolution the
      time and place, either within or without the state of incorporation, for the
      holding of additional regular meetings without other notice than such
      resolution.




Section
      3.05  **Special
      Meetings** .
      Special
      meetings of the board of directors may be called by or at the request of the
      chairman of the board, president, or any two directors or, in the absence or
      disability of the president, by any vice-president. The person or persons
      authorized to call special meetings of the board of directors may fix any place,
      either within or without the state of incorporation, as the place for holding
      any special meeting of the board of directors called by them.




Section
      3.06  **Meetings
      by Telephone Conference Call** .
      Members
      of the board of directors may participate in a meeting of the board of directors
      or a committee of the board of directors by means of conference telephone or
      similar communication equipment by means of which all persons participating
      in
      the meeting can hear each other, and participation in a meeting pursuant to
      this
      section shall constitute presence in person at such meeting.




5


Section
      3.07  **Notice** .
      Notice
      of any special meeting can be given at least 72 hours prior thereto by written
      notice delivered personally or sent by facsimile transmission confirmed by
      registered mail or certified mail, postage prepaid, or by overnight courier
      to
      each director. Any such notice shall be deemed to have been given as of the
      date
      so personally delivered or sent by facsimile transmission or as of the day
      following dispatch by overnight courier. Each director shall register his or
      her
      address and telephone number(s) with the secretary for purpose of receiving
      notices. Any director may waive notice of any meeting. Attendance of a director
      at a meeting shall constitute a waiver of notice
      of
      such meeting, except where a director attends a meeting solely for the express
      purpose of objecting to the transaction of any business because the meeting
      is
      not lawfully called or convened. An entry of the service of notice given in
      the
      manner and at the time provided for in this section may be made in the minutes
      of the proceedings of the board of directors, and such entry, if read and
      approved at a subsequent meeting of the board of directors, shall be conclusive
      on the issue of notice.




Section
      3.08  **Quorum** .
      A
      majority of the Whole Board shall constitute a quorum for the transaction of
      business at any meeting of the board of directors, provided, that the directors
      present at a meeting at which a quorum is initially present may continue to
      transact business notwithstanding the withdrawal of directors if any action
      taken is approved by a majority of the required quorum for such meeting. 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.




Section
      3.09  **Manner
      of Acting** .
      The act
      of a majority of the directors present at a meeting at which a quorum is present
      shall be the act of the board of directors, and individual directors shall
      have
      no power as such.




Section
      3.10  **Compensation** .
      By
      resolution of the board of directors, the directors may be paid 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.




Section
      3.11  **Presumption
      of Assent** .
      A
      director of the corporation who is present at a meeting of the board of
      directors at which action on any corporate matter is taken shall be presumed
      to
      have assented to the action taken unless his dissent shall be entered in the
      minutes of the meeting, unless he shall file his written dissent to such action
      with the person acting as the secretary of the meeting before the adjournment
      thereof, or unless he shall forward such dissent by registered or certified
      mail
      to the secretary of the corporation immediately after the adjournment of the
      meeting. Such right to dissent shall not apply to a director who voted in favor
      of such action.




Section
      3.12  **Resignations** .
      A
      director may resign at any time by delivering a written resignation to either
      the president, a vice president, the secretary, or assistant secretary, if
      any.
      The resignation shall become effective on giving of such notice, unless such
      notice specifies a later time for the effectiveness of such
      resignation.




Section
      3.13  **Written
      Consent to Action by Directors** .
      Any
      action required to be taken at a meeting of the directors of the corporation
      or
      any other action which may be taken at a meeting of the directors or of a
      committee, may be taken without a meeting, if a consent in writing, setting
      forth the action so taken, shall be signed by all of the directors, or all
      of
      the members of the committee, as the case may be. Such consent shall have the
      same legal effect as a unanimous vote of all the directors or members of the
      committee.




6


Section
      3.14  **Removal** .
      Subject
      to any limitations set forth in the articles of incorporation or the corporate
      statutes of the state of Nevada, at a meeting expressly called for that purpose,
      one or more directors may be removed by a vote of a majority of the shares
      of
      outstanding stock of the corporation entitled to vote at an election of
      directors.




**ARTICLE
      IV**


**OFFICERS**




Section
      4.01  **Number** .
      The
      officers of the corporation shall be a president, a secretary, a treasurer,
      and
      such other officers as may be appointed by the board of directors. The board
      of
      directors may elect, but shall not be required to elect, a chairman of the
      board
      and one or more vice-presidents, and the board of directors may appoint a
      general manager.




Section
      4.02  **Election,
      Term of Office, and Qualifications** .
      The
      board of directors shall choose the officers at its annual meeting. In the
      event
      of failure to choose officers at an annual meeting of the board of directors,
      officers may be chosen at any regular or special meeting of the board of
      directors. Each such officer (whether chosen at an annual meeting of the board
      of directors) shall hold his office until the next ensuing annual meeting of
      the
      board of directors and until his successor shall have been chosen and qualified,
      or until his death or until his resignation or removal in the manner provided
      in
      these bylaws. Any one person may hold any two or more of such offices, except
      that the president shall not also be the secretary. No person holding two or
      more offices shall execute any instrument in the capacity of more than one
      office. The chairman of the board, if any, shall be and remain director of
      the
      corporation during the term of his office. No other officer need be a
      director.




Section
      4.03  **Subordinate
      Officers, Etc** .
      The
      board of directors from time to time may appoint such other officers or agents,
      as it may deem advisable, each of whom shall have such title, hold office for
      such period, have such authority, and perform such duties as the board of
      directors from time to time may determine. The board of directors from time
      to
      time may delegate to any officer or agent the power to appoint any such
      subordinate officer or agents and to prescribe their respective titles, terms
      of
      office, authorities, and duties. Subordinate officers need not be shareholders
      or directors.




Section
      4.04  **Resignations** .
      Any
      officer may resign at any time by delivering a written resignation to the board
      of directors, the president, or the secretary. Unless otherwise specified
      therein, such resignation shall take effect on delivery.




Section
      4.05  **Removal** .
      Any
      officer may be removed from office at any special meeting of the board of
      directors called for that purpose or at a regular meeting, by the vote of a
      majority of the directors, with or without cause. Any officer or agent appointed
      in accordance with the provisions of section 4.03 hereof may also be removed,
      either with or without cause, by any officer on whom such power of removal
      shall
      have been conferred by the board of directors.




Section
      4.06  **Vacancies
      and Newly Created Offices** .
      If any
      vacancy shall occur in any office by reason of death, resignation, removal,
      disqualification, or any other cause or if a new office shall be created, then
      such vacancies or newly created offices may be filled by the board of directors
      at any regular or special meeting.




7


Section
      4.07  **The
      Chairman of the Board** .
      The
      chairman of the board, if there be such an officer, shall have the following
      powers and duties:




(a)
      To
      preside at all shareholders' meetings;




(b)
      To
      preside at all meetings of the board of directors; and




(c)
      To be
      a member of the executive committee, if any.




Section
      4.08  **The
      President** .
      The
      president shall have the following powers and duties:




(a)
      To be
      the chief executive officer of the corporation and, subject to the direction
      of
      the board of directors, to have general charge of the business, affairs, and
      property of the corporation and general supervision over its officers,
      employees, and agents;




(b)
      If no
      chairman of the board has been chosen or if such officer is absent or disabled,
      to preside at meetings of the shareholders and board of directors;




(c)
      To be
      a member of the executive committee, if any;




(d)
      To be
      empowered to sign certificates representing stock of the corporation, the
      issuance of which shall have been authorized by the board of directors;
      and




(e)
      To
      have all power and perform all duties normally incident to the office of a
      president of a corporation and shall exercise such other powers and perform
      such
      other duties as from time to time may be assigned to him by the board of
      directors.




Section
      4.09  **The
      Vice-Presidents** .
      The
      board of directors may, from time to time, designate and elect one or more
      vice-presidents, one of whom may be designated to serve as executive
      vice-president. Each vice-president shall have such powers and perform such
      duties as from time to time may be assigned to him by the board of directors
      or
      the president. At the request or in the absence or disability of the president,
      the executive vice-president or, in the absence or disability of the executive
      vice-president, the vice-president designated by the board of directors or
      (in
      the absence of such designation by the board of directors) by the president,
      as
      senior vice-president, may perform all the duties of the president, and when
      so
      acting, shall have all the powers of, and be subject to all the restrictions
      on,
      the president.




Section
      4.10  **The
      Secretary** .
       The secretary shall have the following powers and duties:




(a)
      To
      keep or cause to be kept a record of all of the proceedings of the meetings
      of
      the shareholders and of the board of directors in books provided for that
      purpose;




(b)
      To
      cause all notices to be duly given in accordance with the provisions of these
      bylaws and as required by statute;




(c)
      To be
      the custodian of the records and of the seal of the corporation, and to cause
      such seal (or a facsimile thereof) to be affixed to all certificates
      representing stock of the corporation prior to the issuance thereof and to
      all
      instruments, the execution of which on behalf of the corporation under its
      seal
      shall have been duly authorized in accordance with these bylaws, and when so
      affixed, to test the same;




8


(d)
      To
      see that the books, reports, statements, certificates, and other documents
      and
      records required by statute are properly kept and filed;




(e)
      To
      have charge of the stock ledger and books of the corporation and cause such
      books to be kept in such manner as to show at any time the amount of the stock
      of the corporation of each class issued and outstanding, the manner in which
      and
      the time when such stock was paid for, the names alphabetically arranged and
      the
      addresses of the holders of record thereof, the amount of stock held by each
      holder and time when each became such holder of record; and he shall exhibit
      at
      all reasonable times to any director, on application, the original or duplicate
      stock ledger. He shall cause the stock ledger referred to in section 6.04 hereof
      to be kept and exhibited at the registered office of the corporation, or at
      such
      other place as the board of directors shall determine, in the manner and for
      the
      purpose provided in such section;




(f)
      To be
      empowered to sign certificates representing stock of the corporation, the
      issuance of which shall have been authorized by the board of directors;
      and




(g)
      To
      perform in general all duties incident to the office of secretary and such
      other
      duties as are given to him by these bylaws or as from time to time may be
      assigned to him by the board of directors or the president.




Section
      4.11  **The
      Treasurer** .
       The treasurer shall have the following powers and duties:




(a)
      To
      have charge and supervision over and be responsible for the monies, securities,
      receipts, and disbursements of the corporation;




(b)
      To
      cause the monies and other valuable effects of the corporation to be deposited
      in the name and to the credit of the corporation in such banks or trust
      companies or with such banks or other depositories as shall be selected in
      accordance with section 5.03 hereof;




(c)
      To
      cause the monies of the corporation to be disbursed by checks or drafts (signed
      as provided in section 5.04 hereof) drawn on the authorized depositories of
      the
      corporation, and to cause to be taken and preserved property vouchers for all
      monies disbursed;




(d)
      To
      render to the board of directors or the president, whenever requested, a
      statement of the financial condition of the corporation and of all of his
      transactions as treasurer, and render a full financial report at the annual
      meeting of the shareholders, if called on to do so;




(e)
      To
      cause to be kept correct books of account of all the business and transactions
      of the corporation and exhibit such books to any directors on request during
      business hours;




(f)
      To be
      empowered from time to time to require from all officers or agents of the
      corporation reports or statements giving such information as he may desire
      with
      respect to any and all financial transactions of the corporation;




9


(g)
      To
      perform in general all duties incident to the office of treasurer and such
      other
      duties as are given to him by these bylaws or as from time to time may be
      assigned to him by the board of directors or the president; and




(h)
      To,
      in the absence of the designation to the contrary by the board of directors,
      to
      act as the chief financial officer and/or principal accounting officer of the
      corporation.




Section
      4.12  **Salaries** .
      The
      salaries or other compensation of the officers of the corporation shall be
      fixed
      from time to time by the board of directors, except that the board of directors
      may delegate to any person or group of persons the power to fix the salaries
      or
      other compensation of any subordinate officers or agents appointed in accordance
      with the provisions of section 4.03 hereof. No officer shall be prevented from
      receiving any such salary or compensation by reason of the fact that he is
      also
      a director of the corporation.




Section
      4.13  **Surety
      Bonds** .
      In case
      the board of directors shall so require, any officer or agent of the corporation
      shall execute to the corporation a bond in such sums and with such surety or
      sureties as the board of directors may direct, conditioned on the faithful
      performance of his duties to the corporation, including responsibility for
      negligence and for the proper accounting of all property, monies, or securities
      of the corporation which may come into his hands.




**ARTICLE
      V**


**EXECUTION
      OF INSTRUMENTS, BORROWING OF MONEY,**


**AND
      DEPOSIT OF CORPORATE FUNDS**




Section
      5.01  **Execution
      of Instruments** .
      Subject
      to any limitation contained in the articles of incorporation or these bylaws,
      the president or any vice-president may, in the name and on behalf of the
      corporation, execute and deliver any contract or other instrument authorized
      in
      writing by the board of directors. The board of directors may, subject to any
      limitation contained in the articles of incorporation or in these bylaws,
      authorize in writing any officer or agent to execute and deliver any contract
      or
      other instrument in the name and on behalf of the corporation; any such
      authorization may be general or confined to specific instances.




Section
      5.02  **Loans** .
      No loan
      or advance shall be contracted on behalf of the corporation, no negotiable
      paper
      or other evidence of its obligation under any loan or advance shall be issued
      in
      its name, and no property of the corporation shall be mortgaged, pledged,
      hypothecated, transferred, or conveyed as security for the payment of any loan,
      advance, indebtedness, or liability of the corporation, unless and except as
      authorized by the board of directors. Any such authorization may be general
      or
      confined to specific instances.




Section
      5.03  **Deposits** .
      All
      monies of the corporation not otherwise employed shall be deposited from time
      to
      time to its credit in such banks or trust companies or with such bankers or
      other depositories as the board of directors may select or as from time to
      time
      may be selected by any officer or agent authorized to do so by the board of
      directors.




Section
      5.04  **Checks,
      Drafts, Etc** .
      All
      notes, drafts, acceptances, checks, endorsements, and, subject to the provisions
      of these bylaws, evidences of indebtedness of the corporation shall be signed
      by
      such officer or officers or such agent or agents of the corporation and in
      such
      manner as the board of directors from time to time may determine. Endorsements
      for deposit to the credit of the corporation in any of its duly authorized
      depositories shall be in such manner as the board of directors from time to
      time
      may determine.


10




Section
      5.05  **Bonds
      and Debentures** .
      Every
      bond or debenture issued by the corporation shall be evidenced by an appropriate
      instrument, which shall be signed by the president or a vice president and
      by
      the secretary and sealed with the seal of the corporation. The seal may be
      a
      facsimile, engraved or printed. Where such bond or debenture is authenticated
      with the manual signature of an authorized officer of the corporation, or other
      trustee designated by an indenture of trust or other agreement under which
      such
      security is issued, the signature of any of the corporation's officers named
      thereon may be a facsimile. In case any officer who signed or whose facsimile
      signature has been used on any such bond or debenture shall cease to be an
      officer of the corporation for any reason before the same has been delivered
      by
      the corporation, such bond or debenture may nevertheless be adopted by the
      corporation and issued and delivered as through the person who signed it or
      whose facsimile signature has been
      used
      thereon had not ceased to be such officer.




Section
      5.06  **Sale,
      Transfer, Etc** .
      of
      Securities. Sales, transfers, endorsements, and assignments of stocks, bonds,
      and other securities owned by or standing in the name of the corporation and
      the
      execution and delivery on behalf of the corporation of any and all instruments
      in writing incident to any such sale, transfer, endorsement, or assignment
      shall
      be effected by the president or by any vice-president and the secretary or
      assistant secretary, or by any officer or agent thereunto authorized by the
      board of directors.




Section
      5.07  **Proxies** .
      Proxies
      to vote with respect to stock of other corporations owned by or standing in
      the
      name of the corporation shall be executed and delivered on behalf of the
      corporation by the president or any vice-president and the secretary or
      assistant secretary of the corporation or by any officer or agent thereunder
      authorized by the board of directors.




**ARTICLE
      VI**


**CAPITAL
      STOCK**




Section
      6.01  **Stock
      Certificates** .
      Every
      holder of stock in the corporation shall be entitled to have a certificate,
      signed by the president or any vice-president and the secretary or assistant
      secretary, and sealed with the seal (which may be a facsimile, engraved or
      printed) of the corporation, certifying the number and kind, class, or series
      of
      stock owned by him in the corporation; provided, however, that where such a
      certificate is countersigned by (a) a transfer agent or an assistant transfer
      agent, or (b) registered by a registrar, the signature of any such president,
      vice-president, secretary, or assistant secretary may be a facsimile; provided
      further, however, that the Board of Directors may provide by resolution or
      resolutions that some or all of any class or series of its stock shall be
      uncertificated shares; provided, however, that no such resolution shall apply
      to
      shares represented by a certificate until such certificate is surrendered to
      the
      corporation. In case any officer who shall have signed or whose facsimile
      signature or signatures shall have been used on any such certificate shall
      cease
      to be such officer of the corporation, for any reason, before the delivery
      of
      such certificate by the corporation, such certificate may nevertheless be
      adopted by the corporation and be issued and delivered as though the person
      who
      signed it or whose facsimile signature or signatures shall have been used
      thereon has not ceased to be such officer. Certificates representing stock
      of
      the corporation shall be in such form as provided by the statutes of the state
      of incorporation. There shall be entered on the stock books of the corporation
      at the time of issuance of each share, the number of the certificate issued,
      the
      name and address of the person owning the stock represented thereby, the number
      and kind, class, or series of such stock, and the date of issuance thereof.
      Every certificate exchanged or returned to the corporation shall be marked
      "canceled" with the date of cancellation.




Each
      certificate for shares of stock which are subject to any restriction on transfer
      pursuant to the Certificate of Incorporation, the Bylaws, applicable securities
      laws or any agreement among any number of shareholders or among such holders
      and
      the corporation shall have conspicuously noted on the face or back of the
      certificate either the full text of the restriction or a statement of the
      existence of such restriction.


11




Section
      6.02  **Transfer
      of Stock** .
      Transfers of stock of the corporation shall be made on the books of the
      corporation on authorization of the holder of record thereof or by his attorney
      thereunto duly authorized by a power of attorney duly executed in writing and
      filed with the secretary of the corporation or its transfer agent, and on
      surrender of the certificate or certificates, properly endorsed or accompanied
      by proper instruments of transfer, representing such stock. Except as provided
      by law, the corporation and its transfer agents and registrars, if any, shall
      be
      entitled to treat the holder of record of any stock as the absolute owner
      thereof for all purposes, and accordingly shall not be bound to recognize any
      legal, equitable, or other claim to or interest in such stock on the part of
      any
      other person whether or not it or they shall have express or other notice
      thereof.




Section
      6.03  **Regulations** .
      Subject
      to the provisions of the articles of incorporation, the board of directors
      may
      make such rules and regulations as they may deem  expedient concerning the
      issuance, transfer, redemption, and registration of certificates for stock
      of
      the corporation.




Section
      6.04  **Maintenance
      of Stock Ledger at Principal Place of Business** .
      A stock
      ledger (or ledgers where more than one kind, class, or series of stock is
      outstanding) shall be kept at the principal place of business of the
      corporation, or at such other place as the board of directors shall determine,
      containing the names alphabetically arranged of the shareholders of the
      corporation, their addresses, their interest, the amount paid on their shares,
      and all transfers thereof and the number and class of stock held by each. Such
      stock ledgers shall at all reasonable hours be subject to inspection by persons
      entitled by law to inspect the same.




Section
      6.05  **Transfer
      Agents and Registrars** .
      The
      board of directors may appoint one or more transfer agents and one or more
      registrars with respect to the certificates representing stock of the
      corporation and may require all such certificates to bear the signature of
      either or both. The board of directors may from time to time define the
      respective duties of such transfer agents and registrars. No certificate for
      stock shall be valid until countersigned by a transfer agent, if at the date
      appearing thereon the corporation had a transfer agent for such stock, and
      until
      registered by a registrar, if at such date the corporation had a registrar
      for
      such stock.




Section
      6.06  **Closing
      of Transfer Books and Fixing of Record Date**




(a)
      The
      board of directors shall have power to close the stock ledgers of the
      corporation for a period of not to exceed 60 days preceding the date of any
      meeting of shareholders, the date for payment of any dividend, the date for
      the
      allotment of rights, the date when any change or conversion or exchange of
      capital stock shall go into effect, or a date in connection with obtaining
      the
      consent of shareholders for any purpose.




(b)
      In
      lieu of closing the stock ledgers as aforesaid, the board of directors may
      fix
      in advance a date, not less than 10 days and not exceeding 60 days preceding
      the
      date of any meeting of shareholders, the date for the payment of any dividend,
      the date for the allotment of rights, the date when any change or conversion
      or
      exchange of capital stock shall go into effect, or the date for obtaining the
      consent of the shareholders for any purpose, as a record date for the
      determination of the shareholders entitled to a notice of, and to vote at,
      any
      such meeting and any adjournment thereof, entitled to receive payment of any
      such dividend, to any such allotment of rights, to exercise the rights in
      respect of any such change, conversion or exchange of capital stock, or to
      give
      such consent.


12




(c)
      If
      the stock ledgers shall be closed or a record date set for the purpose of
      determining shareholders entitled to notice of, or to vote at, a meeting of
      shareholders, such books shall be closed for or such record date shall be set
      as
      of a date at least 10 days immediately preceding such meeting.




Section
      6.07  **Lost
      or Destroyed Certificates** .
      The
      corporation may issue a new certificate for stock of the corporation in place
      of
      any certificate theretofore issued by it, alleged to have been lost or
      destroyed, and the board of directors may, in its discretion, require the owner
      of the lost or destroyed certificate or his legal representatives to give the
      corporation a bond in such form and amount as the board of directors may direct
      and with such surety or sureties as may be satisfactory to the board, and to
      indemnify the corporation and its transfer agents and registrars, if any,
      against any claims that may be made against it or any such transfer agent or
      registrar on account of the issuance of the new certificate. A new certificate
      may be issued without requiring any bond when, in the judgment of the board
      of
      directors, it is proper to do so.




**ARTICLE
      VII**


**EXECUTIVE
      COMMITTEE AND OTHER COMMITTEES**




Section
      7.01  **Executive
      Committee** .
      The
      board of directors, by resolution adopted by a majority of the Whole Board,
      may
      appoint from its membership an executive committee of not less than three
      members (whose members shall include the chairman of the board, if any, and
      the
      president, one of whom shall act as chairman of the executive committee, as
      the
      board may designate). The board of directors shall have the power at any time
      to
      dissolve the executive committee, to change the membership thereof, and to
      fill
      vacancies thereon. When the board of directors is not in session, the executive
      committee shall have and may exercise all of the powers delegated to it by
      the
      board of directors, except the following powers: to fill vacancies in the board
      of directors; to appoint, change membership of, or fill vacancies in any other
      committee appointed by the board of directors; to declare dividends or other
      distributions to shareholders; to adopt, amend, or repeal the articles of
      incorporation or these bylaws; to approve any action that also requires
      shareholder approval; to amend or repeal any resolution of the board of
      directors which by its express terms is not so amendable or repealable; to
      fix
      the compensation of directors for serving on the board of directors or on any
      committee; to adopt an agreement of merger or consolidation; to recommend to
      the
      shareholders the sale, lease, or exchange of all or substantially all of the
      corporation's property and assets; to recommend to the shareholders a
      dissolution of the corporation or a revocation of a dissolution; to recommend
      to
      shareholders an amendment of bylaws; or to authorize the issuance of stock
      (provided that the executive committee, if so directed by the board of
      directors, may determine the number of shares of stock to be issued to
      individuals and the amount of consideration for which such shares shall be
      issued not in excess of the number of shares authorized to be issued by the
      board of directors).




Section
      7.02  **Other
      Committees** .
      The
      board of directors, by resolution adopted by a majority of the Whole Board,
      may
      appoint such other committees as it may, from time to time, deem proper and
      may
      determine the number of members, frequency of meetings, and duties
      thereof.




Section
      7.03  **Proceedings** .
      The
      executive committee and such other committees as may be designated hereunder
      by
      the board of directors may fix their own presiding and recording officer or
      officers and may meet at such place or places, at such time or times, and on
      such notice (or without notice) as it shall determine from time to time. Each
      committee may make rules for the conduct of its business as it shall from time
      to time deem necessary. It will keep a record of its proceedings and shall
      report such proceedings to the board of directors at the meeting of the board
      of
      directors next following.


13




Section
      7.04  **Quorum
      and Manner of Acting** .
      At all
      meetings of the executive committee and of such other committees as may be
      designated hereunder by the board of directors, the presence of members
      constituting a majority of the total membership of the committee shall be
      necessary and sufficient to constitute a quorum for the transaction of business,
      and the act of a majority of the members present at any meeting at which a
      quorum is present shall be the act of such committee. The members of the
      executive committee and of such other committees as may be designated hereunder
      by the board of directors shall act only as a committee, and the individual
      members thereof shall have no powers as such.




Section
      7.05  **Resignations** .
      Any
      member of the executive committee and of such other committees as may be
      designated hereunder by the board of directors may resign at any time by
      delivering a written resignation to either the board of directors, the
      president, the secretary, or assistant secretary, or to the presiding officer
      of
      the committee of which he is a member, if any shall have been appointed and
      shall be in office. Unless otherwise specified therein, such resignation shall
      take effect on delivery.




Section
      7.06  **Removal** .
      The
      board of directors may, by resolutions adopted by a majority of the Whole Board,
      at any time remove any member of the executive  committee or of any other
      committee designated by it hereunder either for or without cause.




Section
      7.07  **Vacancies** .
      If any
      vacancy shall occur in the executive committee or of any other committee
      designated by the board of directors hereunder, by reason of disqualification,
      death, resignation, removal, or otherwise, the remaining members shall, until
      the filling of such vacancy, constitute the then total authorized membership
      of
      the committee and continue to act, unless such committee is left with only
      one
      member as a result thereof. Such vacancy may be filled at any meeting of the
      Whole Board or, if the authority to do so is delegated to the board of directors
      by the Whole Board, by action taken by a majority of the quorum of the board
      of
      directors.




Section
      7.08  **Compensation** .
      The
      Whole Board may allow a fixed sum and expenses of attendance to any member
      of
      the executive committee or of any other committee designated by it hereunder
      who
      is not an active salaried employee of the corporation for attendance at each
      meeting of the said committee.




**ARTICLE
      VIII**


**INSURANCE
      AND OFFICER AND DIRECTOR CONTRACTS**




Section
      8.01  **Indemnification:
      Third-Party Actions** .
      The
      corporation shall indemnify any officer or director 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
      (other than an action by or in the right of the corporation), by reason of
      the
      fact that he is or was a director or officer of the corporation (and, in the
      discretion of the board of directors, may so indemnify a person by reason of
      the
      fact that he is or was an 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 any such action, suit, or proceeding, if he acted 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 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, shall not,
      of
      itself, create a presumption that the person 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, or, with respect to any criminal action or
      proceeding, he had reasonable cause to believe that his conduct was
      unlawful.


14




Section
      8.02  **Indemnification:
      Corporate Actions** .
      The
      corporation shall indemnify any director or officer 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 or officer of the corporation
      (and, in the discretion of the board of directors, may so indemnify a person
      by
      reason of the fact that he is or was an employee or agent of the corporation
      or
      is or was serving as an employee or agent of another corporation, partnership,
      joint venture, trust, or other enterprise), against expenses (including
      attorneys' fees) actually and reasonably incurred by him in connection with
      the
      defense or settlement of such action or suit, if he acted in good faith and
      in a
      manner which he reasonably believed to be in or not opposed to the best
      interests of the corporation, except that no indemnification shall be made
      in
      respect of any claim, issue, or matter as to which such person shall have 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 shall
      determine upon application that, despite the adjudication of liability but
      in
      view of all the circumstances of the case, such person is fairly and reasonably
      entitled to indemnity for such expenses as the court deems proper.




Section
      8.03  **Determination** .
      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 sections 8.01 and 8.02 hereof, or in defense of any
      claim, issue, or matter therein, he shall be indemnified against expenses
      (including attorneys' fees) actually and reasonably incurred by him in
      connection therewith. Any other indemnification under sections 8.01 or 8.02
      hereof, unless ordered by a court, shall be made by the corporation only in
      a
      specific case in which a determination is made that indemnification of the
      director, officer, employee, or agent is proper in the circumstances because
      he
      has met the applicable standard or conduct set forth in sections 8.01 or 8.02
      hereof. Such determination shall be made either (i) by the board of directors
      by
      a majority vote of a quorum consisting of directors who were not parties to
      such
      action, suit, or proceeding, (ii) if such a quorum is not obtainable, or, even
      if obtainable, a quorum of disinterested directors so directs, by independent
      legal counsel in a written opinion, or (iii) by the shareholders by a majority
      vote of a quorum of shareholders at any meeting duly called for such
      purpose.




Section
      8.04  **Advances** .
      Expenses incurred by an officer or director in defending a civil or criminal
      action, suit, or proceeding shall be paid by the corporation in advance of
      the
      final disposition of such action, suit, or proceeding on 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 by this section. Such expenses incurred by other
      employees and agents may be so paid on such terms and conditions, if any, as
      the
      board of directors deems appropriate.




Section
      8.05  **Scope
      of Indemnification** .
      The
      indemnification and advancement of expenses provided by, or granted pursuant
      to,
      sections 8.01, 8.02, and 8.04:




(a)
      Shall
      not be deemed exclusive of any other rights to which those seeking
      indemnification or advancement of expenses may be entitled, under any bylaw,
      agreement, vote of shareholders or disinterested directors, or otherwise, both
      as to action in his official capacity and as to action in another capacity
      while
      holding such office; and


15




(b)
      Shall, unless otherwise provided when authorized or ratified, continue as to
      a
      person who ceases to be a director, officer, employee, or agent of the
      corporation and shall inure to the benefit of the heirs, executors, and
      administrators of such a person.




Section
      8.06  **Insurance** .
      The
      corporation may 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
      any
      such liability.




Section
      8.07  **Officer
      and Director Contracts** .
      No
      contract or other transaction between the corporation and one or more of its
      directors or officers or between the corporation and any corporation,
      partnership, association, or other organization in which one or more of the
      corporation's directors or officers are directors, officers, or have a financial
      interest, is either void or voidable solely on the basis of such relationship
      or
      solely because any such director or officer is present at or participates
 in the meeting of the board of directors or a committee thereof which
      authorizes the contract or transaction or solely because the vote or votes
      of
      each director or officer are counted for such purpose, if:




(a)
      The
      material facts of the relationship or interest are disclosed or known to the
      board of directors or committee and the board or committee in good faith
      authorizes the contract or transaction by the affirmative votes of a majority
      of
      the disinterested directors even though the disinterested directors be less
      than
      a quorum;




(b)
      The
      material facts of the relationship or interest is disclosed or known to the
      shareholders and they approve or ratify the contract or transaction in good
      faith by a majority vote of the shares voted at a meeting of shareholders called
      for such purpose or written consent of shareholders holding a majority of the
      shares entitled to vote (the votes of the common or interested directors or
      officers shall be counted in any such vote of shareholders); or




(c)
      The
      contract or transaction is fair as to the corporation at the time it is
      authorized, approved, or ratified by the board of directors, a committee
      thereof, or the shareholders.




**ARTICLE
      IX**


**FISCAL
      YEAR**




The
      fiscal year of the corporation shall be fixed by resolution of the Whole
      Board.




**ARTICLE
      X**


**DIVIDENDS**




The
      board
      of directors may from time to time declare, and the corporation may pay,
      dividends on its outstanding stock in the manner and on the terms and conditions
      provided by the articles of incorporation and bylaws.


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**ARTICLE
      XI**


**AMENDMENTS**




All
      bylaws of the corporation, whether adopted by the board of directors or the
      shareholders, shall be subject to amendment, alteration, or repeal, and new
      bylaws may be made, except that:




(a)
      No
      bylaw adopted or amended by the shareholders shall be altered or repealed by
      the
      board of directors;




(b)
      No
      bylaw shall be adopted by the board of directors which shall require more than
      the stock representing a majority of the voting power for a quorum at a meeting
      of shareholders or more than a majority of the votes cast to constitute action
      by the shareholders, except where higher percentages are required by
      law;




(c)
      If
      any bylaw regulating an impending election of directors is adopted or amended
      or
      repealed by the board of directors, there shall be set forth in the notice
      of
      the next meeting of the shareholders for the election of directors, the bylaws
      so adopted or amended or repealed, together with a concise statement of the
      changes made; and




(d)
      No
      amendment, alteration, or repeal of this article XI shall be made except by
      the
      shareholders.


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**CERTIFICATE
      OF SECRETARY**




The
      undersigned does hereby certify that such is the secretary of Huiheng Medical,
      Inc., a corporation duly organized and existing under and by virtue of the
      laws
      of the state of Nevada; that the above and foregoing bylaws of said corporation
      were duly and regularly adopted as such by the board of directors of said
      corporation by unanimous written consent dated effective April 2, 2008, and
      that
      the above and foregoing bylaws are now in full force and effect and supersede
      and replace any prior bylaws of the corporation.




Dated:
      April 3, 2008.




By:
            /s/
              Li BoLi
                Bo, Secretary


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