---

Adopted
      October 11, 2007





**BY-LAWS**


**OF**


**PETROLEUM
      DEVELOPMENT CORPORATION**


**(a
      Nevada Corporation)**





ARTICLE
      I


OFFICES





Section
      1.01 Principal
      Offices.  The Board of Directors shall fix the location of the
      principal executive office of the Corporation at any place within or outside
      the
      State of Nevada.  If the principal executive office is located outside
      the State of Nevada and the Corporation has no principal office in the State
      of
      Nevada, the Board of Directors shall fix and designate the office of its Agent
      for service as its Nevada office.





Section
      1.02 Other
      Offices.  The officers or the Board of Directors may, at any time,
      establish branch or subordinate offices at any place or places where the
      Corporation is qualified to do business, and may change the location of any
      office of the Corporation.





ARTICLE
      II


MEETING
      OF SHAREHOLDERS





Section
      2.01 Place of
      Meeting.  Meetings of shareholders shall be held upon proper
      notice at any place within or outside the State of Nevada designated by the
      Board of Directors.  In the absence of any such designation, meetings
      of shareholders shall be held at the principal executive office of the
      Corporation.





Section
      2.02 Annual
      Meetings.  Unless held at a time and date designated by the Board
      of Directors in accordance with applicable law, an annual meeting of
      shareholders shall be held each year on the third Wednesday in July at 10:00
      a.m. (local time), provided, however, that should such day fall upon a legal
      holiday, then the annual meeting of shareholders shall be held at the same
      time
      and place on the next day thereafter ensuing which is neither a Saturday, a
      Sunday, nor a legal holiday.  At the annual meeting, Directors shall
      be elected and any other proper business may be transacted.





Section
      2.03 Special
      Meetings.





(a)           A
      special meeting of the shareholders may be called at any time by the Board
      of
      Directors and shall be called by the Secretary upon the request of the Chairman
      of the Board, the President, or one or more shareholders holding shares which,
      in the aggregate, entitle them to cast not less than ten percent of the votes
      at
      any such meeting at which all of the voting shares are represented.





(b)           If
      a special meeting is requested by any person or persons other than the Board
      of
      Directors, the request shall be in writing specifying the time of such meeting
      (which shall be no earlier than twenty days following the delivery to the
      Secretary of the request for the meeting) and the general nature of the business
      proposed to be transacted, and shall be delivered personally or sent by
      registered mail or by telegraphic or other confirmed facsimile transmission
      to
      the Secretary of the Corporation.  The Secretary shall cause notice to
      be given to the shareholders entitled to vote, in accordance with the provisions
      of sections 2.01, 2.04 and 2.05 of this Article II, that a meeting will be
      held
      at the time requested by the person or persons calling the
      meeting.  Nothing contained in this section 2.03 shall be construed as
      limiting, fixing or affecting the time when a meeting of shareholders called
      by
      action of the Board of Directors may be held.





Section
      2.04 Notice of Meetings of
      Shareholders.





(a)           All
      notices of meetings of shareholders shall be sent or otherwise given in
      accordance with section 2.05 not less than ten nor more than sixty days before
      the date of the meeting being noticed.  The notice shall specify the
      place, date and hour of the meeting and (i) in the case of a special
      meeting, the general nature of the business to be transacted, or (ii) in
      the case of the annual meeting, those matters which the Board of Directors
      or
      the other person or persons calling the meeting, at the time of giving the
      notice, intend to present for action by the shareholders.  The notice
      of any meeting at which Directors are to be elected shall include the names
      of
      any nominees which, at the time of the notice, management intends to present
      for
      election.





(b)           If
      action is proposed to be taken at any meeting for approval of (i) a
      contract or transaction in which a Director has a direct or indirect financial
      interest, (ii) an amendment of the Articles of Incorporation, (iii) a
      reorganization of the Corporation, pursuant to the Nevada General Corporation
      Law, or (iv) a voluntary dissolution of the Corporation as defined by the
      Nevada General Corporation Law, the notice shall also state the general nature
      of such proposal.





Section
      2.05 Manner of Giving Notice
      and Affidavit of Notice.





(a)           Notice
      of any meeting of shareholders shall be given either personally or by first
      class mail, telegraphic, express mail, or other written communication, charges
      prepaid, addressed to each shareholder at the address of such shareholder
      appearing on the books of the Corporation or more recently given by the
      shareholder to the Corporation for the purpose of notice.  If no such
      address appears on the Corporation's books or has been so given, notice shall
      be
      deemed to have been properly given to such shareholder if sent by first class
      mail or telegraphic or other written communication to the Corporation's
      principal executive office to the attention of such shareholder, or if published
      at least once in a newspaper of general circulation in the county where such
      office is located.  Notice shall be deemed to have been given at the
      time when delivered personally or deposited in the mail or sent by telegraphic
      or other written communication.





(b)           If
      any notice addressed to a shareholder at the address of such shareholder
      appearing on the books of the Corporation is returned to the Corporation by
      the
      United States Postal Service marked to indicate that the United States Postal
      Service is unable to deliver the notice to the shareholder at such address,
      all
      future notices or reports shall be deemed to have been duly given without
      further mailing if the same shall be available to the shareholder upon written
      demand of the shareholder at the principal executive office of the Corporation
      for a period of one year from the date of the giving of such
      notice.





(c)           An
      affidavit of the mailing or other means of giving any notice of any meeting
      of
      shareholders shall be executed by the Secretary, Assistant Secretary or any
      transfer agent of the Corporation giving such notice, and shall be filed and
      maintained in the minute book of the Corporation.





Section
      2.06
Quorum.  The presence in person or by proxy of the holders of a
      majority of the shares entitled to vote shall constitute a quorum for the
      transaction of business at a meeting of shareholders.  The
      shareholders present at a duly called or held meeting at which a quorum is
      present may continue to transact business until adjournment, notwithstanding
      the
      withdrawal of enough shareholders to leave less than a quorum, if any action
      taken (other than adjournment) is approved by at least a majority of the shares
      required to constitute a quorum.





Section
      2.07 Adjourned Meeting and
      Notice Thereof.





(a)           Any
      meeting of shareholders, annual or special, whether or not a quorum is present,
      may be adjourned from time to time by the vote of a majority of the shares
      represented at such meeting, either in person or by proxy, but in the absence
      of
      a quorum, no other business may be transacted at such meeting, except as
      provided in section 2.06.





(b)           When
      any meeting of shareholders, either annual or special, is adjourned to another
      time or place, notice need not be given of the adjourned meeting if the time
      and
      place thereof are announced at the meeting at which the adjournment is taken,
      unless a new record date for the adjourned meeting is fixed, or unless the
      adjournment is for more than forty-five days from the date set for the original
      meeting, in which case the Board of Directors shall set a new record
      date.  Notice of any such adjourned meeting, if required, shall be
      given to each shareholder of record entitled to vote at the adjourned meeting
      in
      accordance with the provisions of sections 2.04 and 2.05.  At any
      adjourned meeting, the Corporation may transact any business which might have
      been transacted at the original meeting.





Section
      2.08
Voting.





(a)           The
      persons entitled to vote at any meeting of shareholders shall be determined
      in
      accordance with the provisions of section 2.11, subject to the provisions of
      the
      Nevada General Corporation Law and any supplemental rules, regulations, and
      procedures for the conduct of meetings adopted by the board of directors or
      the
      chairman of the meeting.  Such vote may be by voice vote or by ballot;
      provided, however, that all elections for Directors must be by ballot upon
      demand by a shareholder at such election made before the voting
      begins.  Any shareholder entitled to vote on any matter (other than
      the election of Directors) may vote part of the shares in favor of the proposal
      and refrain from voting the remaining shares or vote them against the proposal,
      but if the shareholder fails to specify the number of shares such shareholder
      is
      voting, it will be conclusively presumed that the shareholder's vote is with
      respect to all shares such shareholder is entitled to vote.  If a
      quorum is present, the affirmative vote of a majority of the shares represented
      at the meeting, entitled to vote and voting on any matter (other than the
      election of Directors) shall be the act of the shareholders, unless the vote
      of
      a greater number or voting by classes is required by the Nevada General
      Corporation Law or the Articles of Incorporation.





(b)           At
      a meeting of shareholders involving the election of Directors, no shareholder
      shall be entitled to cumulate votes (i.e., cast for any candidate a number
      of
      votes greater than the number of the shareholder's shares).  The
      candidates receiving the highest number of votes, up to the number of Directors
      to be elected, shall be elected.





Section
      2.09 Waiver of Notice or
      Consent by Absent Shareholders.





(a)           The
      transactions of any meeting of shareholders, either annual or special, however
      called and noticed and wherever held shall be valid as though conducted at
      a
      meeting duly held after regular call and notice, if a quorum be present either
      in person or by proxy, and if, either before or after the meeting, each person
      entitled to vote but not present in person or by proxy signs a written waiver
      of
      notice, a consent to the holding of the meeting, or an approval of the minutes
      thereof.  The waiver of notice, consent or approval need not specify
      either the business to be transacted or the purpose of the meeting, except
      that
      if action is taken or proposed to be taken for approval of any of those matters
      specified in section 2.04(b), the waiver of notice shall state the general
      nature of such proposal.  All such waivers, consents and approvals
      shall be filed with the corporate records of the Corporation or made a part
      of
      the minutes of the meeting.





(b)           Attendance
      of a person at a meeting shall constitute a waiver of notice and presence at
      such meeting unless such person objects at the beginning of the meeting to
      the
      transaction of any business because the meeting is not lawfully called or
      convened, except that attendance at a meeting is not a waiver of any right
      to
      object to the consideration of matters required by the Nevada General
      Corporation Law to be included in the notice of the meeting but not so included
      if such objection is expressly made at the meeting.





Section
      2.10 Record Date for
      Shareholder Notice, Voting and Giving Consents.





(a)           For
      purposes of determining the shareholders entitled to notice of any meeting,
      to
      vote, or to give consent to corporate action without a meeting, the Board of
      Directors may fix, in advance, a record date which shall not be more than sixty
      days nor less than ten days prior to the date of such meeting, nor more than
      sixty days prior to such action without a meeting, and in such case, only
      shareholders of record at the close of business on the date so fixed are
      entitled to notice and to vote or to give consents, as the case may be,
      notwithstanding any transfer of any shares on the books of the Corporation
      after
      the record date fixed as aforesaid, except as otherwise provided in the Nevada
      General Corporation Law.





(b)           If
      the Board of Directors does not so fix a record date:





(i)           the
      record date for determining shareholders entitled to notice of, or to vote
      at, a
      meeting of shareholders shall be at the close of business on the business day
      next preceding the day on which notice is given or, if notice is waived, at
      the
      close of business on the business day next preceding the day on which the
      meeting is held; and





(ii)           the
      record date for determining shareholders entitled to give consent to corporate
      action in writing without a meeting, (A) when no prior action by the Board
      has been taken, shall be the day on which the first written consent is given,
      or
      (B) when prior action of the Board has been taken, shall be at the close of
      business on the day on which the Board adopts the resolution relating thereto,
      or the sixtieth day prior to the date of such other action, whichever is
      later.





Section
      2.11
Proxies.  Every person entitled to vote for Directors or on any
      other matter shall have the right to do so either in person or by one or more
      agents authorized by a written proxy signed by such person and filed with the
      Secretary of the Corporation.  A proxy shall be deemed signed if the
      shareholder's name is placed on the proxy (whether by manual signature,
      typewriting, telegraphic transmission or otherwise) by the shareholder or the
      shareholder's attorney-in-fact.  A validly executed proxy which does
      not state that it is irrevocable shall continue in full force and effect unless
      (i) revoked by the person executing it, prior to the vote pursuant thereto,
      by a writing delivered to the Corporation stating that the proxy is revoked,
      or
      by a subsequent proxy executed by the person who executed the prior proxy and
      presented to the meeting, or by such person's attendance at the meeting and
      voting in person; or (ii) written notice of the death or incapacity of the
      maker of such proxy is received by the Corporation before the vote pursuant
      thereto is counted; provided, however, that no such proxy shall be valid after
      the expiration of six months from the date of its creation unless it is coupled
      with an interest, or another length of time (not exceeding seven years from
      the
      date of its creation) is specified in the proxy.





Section
      2.12 Inspectors of
      Election.





(a)           Before
      any meeting of shareholders, the Board of Directors may appoint any persons
      other than nominees for office to act as inspectors of election at the meeting
      or its adjournment.  If no inspectors of election are so appointed,
      the chairman of the meeting may, and on the request of any shareholder or a
      shareholder's proxy shall, appoint inspectors of election at the
      meeting.  The number of inspectors shall be either one or
      three.  If inspectors are appointed at the meeting on the request of
      one or more shareholders or proxies, the holders of a majority of shares or
      their proxies present at the meeting shall determine whether one or three
      inspectors are to be appointed.  If any person appointed as inspector
      fails to appear or fails or refuses to act, the chairman of the meeting may,
      and
      upon the request of any shareholder or shareholder's proxy shall, appoint a
      person to serve in place of such person.





(b)           The
      inspectors shall:





(i)           determine
      the number of shares outstanding and the voting power of each, the shares
      represented at the meeting, the existence of a quorum, and the authenticity,
      validity and effect of proxies;





(ii)           receive
      votes, ballots or consents;





(iii)           hear
      and determine all challenges and questions in any way arising in connection with
      the right to vote;





(iv)           count
      and tabulate all votes or consents;





(v)           determine
      when the polls shall close; and





(vi)           do
      any other acts that may be proper to conduct the election or vote with fairness
      to all shareholders.





Section
      2.13 Conduct of Meeting of
      Shareholders.





(a)           The
      Chairman of the Board shall preside at the meetings of the
      shareholders.  In the absence of the Chairman of the Board, the Chief
      Executive Officer shall preside at the meetings of the
      shareholders.  In the absence of both the Chairman of the Board and
      the Chief Executive Officer, the President shall preside at the meetings of
      the
      shareholders.  In the anticipated absence of all officers designated
      to preside, the board of directors may designate an individual to preside at
      a
      meeting of shareholders.  If the individual or individuals designated
      to preside are not present or do not assert the right to preside, the
      shareholders may elect a chairman of the meeting.





(b)           The
      Board of Directors of the Corporation may, to the extent not prohibited by
      law,
      the Articles of Incorporation, or these By-Laws, adopt such additional or
      supplemental rules and regulations for the conduct of the meetings of
      shareholders as it shall deem appropriate.  Except to the extent
      inconsistent with such rules and regulations as are adopted by the Board of
      Directors, the chairman of any meeting of shareholders shall have the right
      and
      authority, prior to, at the inception of, or during the meeting, to prescribe
      such additional supplemental rules, regulations, and procedures and to do all
      such acts as, in the judgment of such chairman of the meeting, are appropriate
      for the proper conduct of the meeting.  Such rules, regulations, or
      procedures, whether adopted by the Board of Directors or prescribed by the
      chairman of the meeting, may include, without limitation, the following:
      (i) the establishment of an agenda or order of business for the meeting;
      (ii) rules and procedures for maintaining order at the meeting and the
      safety of those present; (iii) limitations on attendance at or
      participation in the meeting to shareholders of record of the Corporation,
      their
      duly authorized and constituted proxies, or such other persons as the chairman
      of the meeting shall determine; (iv) restrictions on entry to the meeting
      after the time fixed for the commencement thereof; and (v) limitations on
      the time allotted to questions or comments by participants.  Unless
      and to the extent determined by the Board of Directors or the chairman of the
      meeting, meetings of shareholders shall not be required to be held in accordance
      with the rules of parliamentary procedure.





Section
      2.14 Notice of Business and
      Nominations.





(a)           To
      be properly brought before any meeting of shareholders, business and nominations
      of persons for election to the Board of Directors of the Corporation must be
      (i) specified in the notice of meeting given by or at the direction of the
      Chairman of the Board or the President or the Board of Directors,
      (ii) otherwise properly brought before such meeting by or at the direction
      of the Board of Directors, or (iii) otherwise properly brought before such
      meeting by a shareholder or shareholders who was a shareholder or were
      shareholders, respectively, of record at the time that notice of such meeting
      was given, who is or are entitled to vote for the election of Directors at
      such
      meeting and who complies or comply with the notice procedures set forth in
      this
      By-Law.





(b)           For
      business to be properly brought before any meeting of shareholders by a
      shareholder or shareholders, the shareholder or shareholders must have given
      timely notice thereof in writing to the Secretary of the Corporation and such
      business must otherwise be a proper matter for shareholder action.  To
      be timely, a notice of a shareholder or shareholders shall be delivered to
      or
      received at the principal executive offices of the Corporation not later than
      eighty days nor earlier than ninety days prior to (a) in the case of a
      special meeting called at the request of such shareholder or shareholders,
      the
      date the shareholder has, or the shareholders have, as applicable, selected
      for
      such special meeting, and (b) in the case of an annual meeting, the first
      anniversary of the preceding year's annual meeting; provided, however, that
      in
      the event that the date of the annual meeting is more than thirty days before
      or
      more than sixty days after such anniversary date, notice by such shareholder
      or
      shareholders to be timely must be so received by the Secretary of the
      Corporation (i) not later than the close of business on the later of the
      eightieth day prior to such annual meeting or the tenth day following the day
      on
      which public announcement of the date of such annual meeting is first made
      by
      the Corporation and (ii) not earlier than the ninetieth day prior to such
      annual meeting.  In the event that the number of directors to be
      elected to the Board of Directors of the Corporation is increased and there
      is
      no public announcement by the Corporation naming all of the nominees for
      director or specifying the size of the increased Board of Directors at least
      ninety days prior to the first anniversary of the preceding year's annual
      meeting, a notice of a shareholder or shareholders required by this By-Law
      shall
      also be considered timely, but only with respect to nominees for any new
      positions created by such increase, if it shall be delivered to the Secretary
      at
      the principal executive offices of the Corporation not later than the close
      of
      business on the tenth day following the day on which such public announcement
      is
      first made by the Corporation.  In the event the Corporation calls a
      special meeting of shareholders for the purpose of electing one or more
      directors to the Board of Directors, any such shareholder may nominate a person
      or persons (as the case may be), for election to such position or positions
      as
      specified in the Corporation's notice of meeting, if the shareholder's notice
      required by this By-Law shall be delivered to the Secretary at the principal
      executive offices of the Corporation (i) not later than the close of
      business on the later of the eightieth day prior to such special meeting or
      the
      tenth day following the day on which public announcement is first made of the
      date of the special meeting and of the nominees proposed by the Board of
      Directors to be elected at such meeting and (ii) not earlier than the close
      of business on the ninetieth day prior to such special meeting.  In no
      event shall the public announcement of an adjournment of a meeting commence
      a
      new time period for the giving of a shareholder's notice as described
      above.





(c)           A
      shareholder's notice to the Secretary of the Corporation shall set forth as
      to
      each matter that the shareholder proposes to bring before such meeting
      (i) as to each person whom the 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 in an election contest, or is otherwise required, in each case
      pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
      (the "Exchange Act"), and Rule 14a-11 thereunder (including such person's
      written consent to being named in the proxy statement as a nominee and to
      serving as a director if elected); (ii) as to any other business that the
      shareholder proposes to bring before the meeting, a brief description of the
      business desired to be brought before such meeting and the reasons for
      conducting such business at such meeting of such shareholder and the beneficial
      owner, if any, on whose behalf the proposal is made; (iii) as to the
      shareholder giving the notice and the beneficial owner, if any, on whose behalf
      such nomination or proposal of business is made (A) the name and address of
      such shareholder, as they appear on the Corporation's books, and of such
      beneficial owner, (B) the class and number of shares of the securities of
      the Corporation that are beneficially owned by such shareholder and such
      beneficial owner; and (iv) any material interest of such shareholder and
      such beneficial owner in such nomination and such business.





(d)           Only
      such persons who are nominated in accordance with the procedures set forth
      in
      this By-Law shall be eligible to serve as directors, and only such business
      to
      be brought before a meeting of shareholders by a shareholder or shareholders
      shall be conducted at a meeting of shareholders as shall have been brought
      before the meeting in accordance with the procedures set forth in this
      By-Law.  Except as otherwise provided by law, the chairman of the
      meeting shall, if the facts warrant, determine and declare to the meeting that
      the nomination or business that the shareholder proposes to bring before such
      meeting was not properly brought before such meeting in accordance with the
      foregoing procedure, and if he should so determine, he shall so declare to
      the
      meeting, and the defective proposal or nomination shall be
      disregarded.





(e)           For
      purposes of this By-Law:





(i)           "public
      announcement" shall mean disclosure in a press release reported by the Dow
      Jones
      News Service, Associated Press, or comparable national news service or in a
      document publicly filed by the Corporation with the Securities and Exchange
      Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act;
      and





(ii)           calculating
      the number of days elapsed between (A) the date on which a notice is given
      and (B) (I) the date on which a special meeting is to be held,
      (II) the date that is the anniversary of an annual meeting, or
      (III) the date that is the tenth day following the day on which public
      announcement of the date of an annual meeting is first made shall be made
      inclusive of dates between which such calculation is made.





(f)           Notwithstanding
      the foregoing provisions of this By-Law, a shareholder shall also comply with
      all applicable requirements of the Exchange Act and the rules and regulations
      thereunder with respect to the matters set forth in this
      By-Law.  Nothing in this By-Law shall be deemed to affect any rights
      (i) of shareholders to request inclusion of proposals in the Corporation's
      proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of
      the holders of any series of preferred stock to elect directors under specified
      circumstances.





ARTICLE
      III


DIRECTORS





Section
      3.01
Powers.





(a)           Subject
      to the provisions of the Nevada General Corporation Law, any limitations in
      the
      Articles of Incorporation, and these By-Laws relating to action required to
      be
      approved by the shareholders or by the outstanding shares, the business and
      affairs of the Corporation shall be managed and all corporate powers shall
      be
      exercised by or under the direction of the Board of Directors.





(b)           Without
      prejudice to such general powers but subject to the same limitations, it is
      hereby expressly declared that the Directors shall have the power and authority
      to:





(i)           select
      and remove all officers, agents and employees of the Corporation, prescribe
      such
      powers and duties for them as are not inconsistent with law, the Articles of
      Incorporation, or these By-Laws, fix their compensation, and require from them
      security for faithful service;





(ii)           change
      the principal executive office or the principal business office of the
      Corporation from one location to another; cause the Corporation to be qualified
      to conduct or do business in any state, territory, dependency, or foreign
      country; designate any place within or without the State of Nevada for the
      holding of any meeting or meetings of shareholders, including annual meetings;
      and adopt, make or use a corporate seal, prescribe the forms of certificates
      of
      stock, and alter the form of such seal and of such certificates;





(iii)           authorize
      the issuance of options and warrants to purchase shares of stock of the
      Corporation, from time to time, upon such terms as may be lawful, in
      consideration of money paid, labor done, services actually rendered, debts
      or
      securities cancelled, or tangible or intangible property actually received;
      and





(iv)           borrow
      money and incur indebtedness for the purposes of the Corporation, and cause
      to
      be executed and delivered therefor, in the corporate name, promissory notes,
      bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other
      evidences of debt and securities therefor.





Section
      3.02 Number and
      Qualifications of Directors.  The number of members of the Board
      of Directors shall be designated from time to time by a resolution of the Board
      of Directors and, in absence of such designation, the number of Directors shall
      be seven.  Except as hereinafter provided in the case of vacancies,
      Directors shall be elected by the shareholders, and each Director shall be
      elected for a three-year term and until his successor shall have been elected,
      subject to removal as provided by statute.





Section
      3.03
Classes.  The Board of Directors shall be divided into three
      classes.  At each annual meeting of the shareholders, the successors
      to the Directors of the class whose term shall expire in that year shall be
      elected for a term of three years so that the term of office of one class of
      Directors shall expire in each year.  The number of Directors in each
      class shall be as nearly equal as possible so that, except for temporary
      vacancies, the number in any class shall not exceed the number in any other
      class by more than one.





Section
      3.04
Vacancies.





(a)           A
      vacancy or vacancies in the Board of Directors shall be deemed to exist in
      the
      case of the death, resignation or removal of any Director, or if the Board
      of
      Directors, by resolution, declares vacant the office of a Director who has
      been
      declared of unsound mind by a court order or convicted of a felony, or if the
      authorized number of Directors is increased, or if the shareholders fail, at
      any
      meeting of shareholders at which any Director or Directors are elected, to
      elect
      the full authorized number of Directors to be voted for at the
      meeting.





(b)           Vacancies
      in the Board of Directors may be filled by a majority of the remaining
      Directors, though less than a quorum, or by a sole remaining Director, except
      that a vacancy created by the removal of a Director by the vote or written
      consent of the shareholders or by court order may be filled only by the vote
      of
      a majority of the shares represented and voting at a duly held meeting at which
      a quorum is present (which shares voting affirmatively also constitute at least
      a majority of the required quorum), or by the unanimous written consent of
      all
      shares entitled to vote for the election of Directors.  Each Director
      so elected by the vote or written consent of the shareholders shall hold office
      until the expiration of the term of office of the class of Directors to which
      the Director has been elected.  Each Director who, by action of a
      majority of the remaining Directors, or by a sole remaining Director, is named
      to fill a vacancy shall hold office until the expiration of the term of office
      of the class of Directors to which the Director has been elected, unless the
      Director or Directors whose action filled the vacancy specified at the time
      it
      so acted that the Director should hold office only until the next annual meeting
      of the shareholders and until a successor has been elected and
      qualified.  Whenever the shareholders or a majority of the remaining
      Directors or a sole remaining Director fills a vacancy caused by the death,
      resignation, or removal of a Director, or by a declaration that a Director
      was
      of unsound mind or by the conviction of a Director of a felony, the Director
      who
      is elected or named to fill that vacancy will be a member of the class of
      Directors to which the deceased, resigned, or removed Director or the Director
      who was subject to the declaration or conviction was a member.





(c)           The
      shareholders may elect a Director or Directors at any time to fill any vacancy
      or vacancies not filled by the Directors, but any such election by written
      consent, other than to fill a vacancy created by removal, shall require the
      consent of a majority of the outstanding shares entitled to vote.





(d)           Any
      Director may resign upon giving written notice to the Chairman of the Board,
      the
      President, the Secretary or the Board of Directors.  A resignation
      shall be effective upon the giving of the notice, unless the notice specifies
      a
      later time for its effectiveness.  If the resignation of a Director is
      effective at a future time, the Board of Directors may elect a successor to
      take
      office when the resignation becomes effective.





(e)           No
      reduction of the authorized number of Directors shall have the effect of
      removing any Director prior to the expiration of his term of
      office.





Section
      3.05 Place of Meeting and
      Telephonic Meetings.  Regular meetings of the Board of Directors
      may be held without notice at any time and at any place within or outside the
      State of Nevada that may be designated by these By-Laws, or from time to time
      by
      resolution of the Board.  In the absence of the designation of a
      place, regular meetings shall be held at the principal executive office of
      the
      Corporation.  Special meetings of the Board shall be held at any place
      that has been designated in the notice of the meeting or, if not stated in
      the
      notice, at the principal executive office of the Corporation.  Any
      meeting, regular or special, may be held by conference telephone or similar
      communications equipment, so long as all Directors participating in such meeting
      can hear one another, and all such Directors shall be deemed to be present
      in
      person at such meeting.





Section
      3.06 Annual
      Meetings.  Immediately following each annual meeting of
      shareholders, the Board of Directors shall hold a regular meeting for purposes
      of organization, any desired election of officers, and the transaction of other
      business.  Notice of such meeting shall not be required.





Section
      3.07 Other Regular
      Meetings.  Other regular meetings of the Board of Directors may be
      held not less than quarterly as shall from time to time be fixed by the Board
      of
      Directors.





Section
      3.08 Special
      Meetings.





(a)           Special
      meetings of the Board of Directors for any purpose or purposes may be called
      at
      any time by the Chairman of the Board, the President, any Vice President, the
      Secretary or any two Directors.





(b)           Notice
      of the time and place of special meetings shall be delivered personally or
      by
      telephone to each Director or sent by first class mail or telegram, charges
      prepaid, addressed to each Director at his or her address as it is shown upon
      the records of the Corporation.  In case such notice is mailed, it
      shall be deposited in the United States mail at least four days prior to the
      time of the holding of the meeting.  In case such notice is delivered
      personally, or by telephone or telegram, it shall be deliver personally or
      by
      telephone or to the telegraph company at least forty-eight hours prior to the
      time of the holding of the meeting.  Any oral notice given personally
      or by telephone may be communicated to either the Director or to a person at
      the
      office of the Director who the person giving the notice has reason to believe
      will promptly communicate it to the Director.  The notice need not
      specify the purpose of the meeting.  The notice need not specify the
      place of the meeting if the meeting is to be held at the principal executive
      office of the Corporation.





Section
      3.09
Quorum.  A majority of the authorized number of Directors shall
      constitute a quorum for the transaction of business, except to adjourn as
      hereinafter provided.  Every act or decision done or made by a
      majority of the Directors present at a meeting duly held at which a quorum
      is
      present shall be regarded as the act of the Board of Directors.  A
      meeting at which a quorum is initially present may continue to have business
      transacted notwithstanding the withdrawal of Directors, if any action taken
      is
      approved at least a majority of the required quorum for such
      meeting.





Section
      3.10 Waiver of
      Notice.  The transactions of any meeting of the Board of
      Directors, however called and noticed and wherever held, shall be as valid
      as
      though conducted at a meeting duly held after regular call and notice if a
      quorum is present and if, either before or after the meeting, each of the
      Directors not present signs a written waiver of notice thereof.  The
      waiver of notice or consent need not specify the purpose of the
      meeting.  All such waivers, consents and approvals shall be filed with
      the corporate records or made a part of the minutes of the
      meeting.  Notice of a meeting shall also be deemed given to any
      Director who attends the meeting without protesting, prior thereto or at its
      commencement, the lack of notice to such Director.





Section
      3.11
Adjournment.  A majority of the Directors present, whether or
      not constituting a quorum, may adjourn any meeting to another time and
      place.





Section
      3.12 Notice of
      Adjournment.  Notice of the time and place of holding an adjourned
      meeting need not be given, unless the meeting is adjourned for more than
      twenty-four hours, in which case notice of such time and place shall be given,
      prior to the time of the adjourned meeting, to the Directors who were not
      present at the time of the adjournment.





Section
      3.13 Action Without
      Meeting.  Any action required or permitted to be taken by the
      Board of Directors may be taken without a meeting if all members of the Board
      shall consent in writing to such action.  Such action by written
      consent shall have the same force and effect as a unanimous vote of the Board
      of
      Directors.  Such written consent or consents shall be filed with the
      minutes of the proceedings of the Board.





Section
      3.14 Fees and Compensation
      of Directors.  Directors and members of committees may receive
      such compensation, if any, for their services, and such reimbursements of
      expenses as may be fixed or determined by resolution of the Board of
      Directors.  Nothing herein contained shall be construed to preclude
      any Director from serving the Corporation in any other capacity as an officer,
      agent, employee, or otherwise, and receiving compensation for such
      services.





ARTICLE
      IV


COMMITTEES





Section
      4.01 Committees of
      Directors.  The Board of Directors may, by resolution adopted by a
      majority of the authorized number of Directors, designate one or more
      committees, each consisting of one or more Directors, to serve at the pleasure
      of the Board.  The Board may designate one or more Directors as
      alternate members of any committee who may replace any disqualified or absent
      member or members at any meeting of the committee.  The appointment of
      members or alternate members of a committee requires the vote of a majority
      of
      the authorized number of Directors.  Any such committee, to the extent
      provided in the resolution of the Board, shall have all the authority of the
      Board, except with respect to:





(a)           the
      approval of any action which, under the Nevada General Corporation Law, also
      requires approval by the shareholders or approval of the outstanding
      shares;





(b)           the
      filling of vacancies on the Board of Directors or on any committee;





(c)           the
      fixing of compensation of the Directors for serving on the Board or on any
      committee;





(d)           the
      amendment or repeal of By-Laws or the adoption of new By-Laws;





(e)           the
      amendment or repeal of any resolution of the Board of Directors which, by its
      express terms, is not so amendable or repealable;





(f)           the
      designation of any other committees of the Board of Directors or the appointment
      of members thereof.





Section
      4.02 Meetings and Action of
      Committees.  Meetings and action of committees shall be governed
      by, and be held and taken in accordance with, the provisions of section 3.05
      (place of meetings and telephonic meetings), section 3.07 (regular meetings),
      section 3.08 (special meetings), section 3.09 (quorum), section 3.10 (waiver
      of
      notice), section 3.11 (adjournment), section 3.12 (notice of adjournment),
      and
      section 3.13 (action without meeting), with such changes in the context of
      those
      sections as are necessary to substitute the committee and its members for the
      Board of Directors and its members, except that the time of regular meetings
      of
      committees may be determined by resolution of the Board of Directors as well
      as
      the committee, special meetings of committees may also be called by resolution
      of the Board of Directors, and notice of special meetings of committees shall
      also be given to all alternate members who shall have the right to attend all
      meetings of the committee.  The Board of Directors may adopt rules for
      the government of any committee not inconsistent with the provisions of these
      By-Laws.





ARTICLE
      V


OFFICERS





Section
      5.01
Officers.  The officers of the Corporation shall be a Chairman
      of the Board, a President, a Secretary, and a Chief Financial
      Officer.  The Corporation may also have, at the discretion of the
      Board of Directors, a Treasurer, one or more Vice Presidents, one or more
      Assistant Secretaries, one or more Assistant Treasurers, and such other officers
      as may be appointed in accordance with the provisions of section 5.03 of this
      Article V.  Any number of offices may be held by the same
      person





Section
      5.02 Selection of
      Officers.  The officers of the Corporation, except such officers
      as may be appointed in accordance with the provisions of section 5.03 or section
      5.05 of this Article V, shall be chosen by the Board of Directors, and each
      shall serve at the pleasure of the Board, subject to the rights, if any, of
      an
      officer under any contract of employment.





Section
      5.03 Subordinate Officers,
      Etc.  The Board of Directors may appoint, and may empower the
      President to appoint, such other officers as the business of the Corporation
      may
      require, each of whom shall hold office for such period, have such authority,
      and perform such duties as are provided in the By-Laws or as the Board of
      Directors may from time to time determine.





Section
      5.04 Removal and Resignation
      of Officers.





(a)           Subject
      to the rights, if any, of an officer under any contract of employment, any
      officer may be removed, either with or without cause, by the Board of Directors,
      at any regular or special meeting thereof, or, except in the case of an officer
      chosen by the Board of Directors, by any officer upon whom such power of removal
      may be conferred by the Board of Directors.





(b)           Any
      officer may resign at any time by giving written notice to the
      Corporation.  Any such resignation shall take effect upon the giving
      of such notice or at any later time specified therein; and, unless otherwise
      specified therein, the acceptance of such resignation shall not be necessary
      to
      make it effective.  Any such resignation is without prejudice to the
      rights, if any, of the Corporation under any contract to which the officer
      is a
      party.





Section
      5.05 Vacancies in
      Offices.  A vacancy in any office because of death, resignation,
      removal, disqualification or any other cause shall be filled in the manner
      prescribed in these By-Laws for regular appointments to such
      office.





Section
      5.06 Chairman of the
      Board.  The Chairman of the Board, if such an officer be elected,
      shall, if present, preside at all meetings of the Board of Directors and
      exercise and perform such other powers and duties as may from time to time
      be
      assigned to him by the Board of Directors or prescribed by the
      By-Laws.  The Board of Directors may designate the Chairman of the
      Board to serve as the Chief Executive Officer of the Corporation.





Section
      5.07
President.  Subject to such supervisory powers, if any, as may
      be given by the Board of Directors to the Chairman of the Board, if there be
      such an officer, the President shall be the general manager and, if so
      designated by the Board of Directors, may be the Chief Executive Officer of
      the
      Corporation and shall, subject to the control of the Board of Directors, have
      general supervision, direction, and control of the business and the officers
      of
      the Corporation.  In the absence of the Chairman of the Board, or if
      there be none, the President shall preside at all meetings of the Board of
      Directors.  He shall have the general powers and duties of management
      usually vested in the office of President of a corporation and shall have such
      other powers and duties as may be prescribed by the Board of Directors or the
      By-Laws.





Section
      5.08 Vice
      Presidents.  In the absence or disability of the President, the
      Vice Presidents, if any, in order of their rank as fixed by the Board of
      Directors, or, if not ranked, a Vice President designated by the Board of
      Directors, shall perform all the duties of the President, and when so acting
      shall have all the powers of, and be subject to, all the restrictions upon
      the
      President.  The Vice Presidents shall have such other powers and
      perform such other duties as from time to time may be prescribed for them
      respectively by the Board of Directors, the By-Laws, or the President, or
      Chairman of the Board if there is no President.





Section
      5.09
Secretary.





(a)           The
      Secretary shall keep or cause to be kept at the principal executive office,
      or
      such other place as the Board of Directors may designate, a book of minutes
      of
      all meetings and actions of Directors, committees of Directors, and
      shareholders, with the time and place of holding, whether regular or special,
      and, if special, how authorized, the notice thereof given, the names of those
      present at Directors' and committee meetings, the number of shares present
      or
      represented at shareholder's meetings, and the proceedings thereof.





(b)           The
      Secretary shall keep or cause to be kept at the principal executive office,
      or
      at the office of the Corporation's transfer agent or registrar, as determined
      by
      resolution of the Board of Directors, a share register or a duplicate share
      register showing the names of all shareholders and their addresses, the number
      and classes of shares held by each, the number and date of certificates issued
      for the same, and the number and date of cancellation of every certificate
      surrendered for cancellation.





(c)           The
      Secretary shall give, or cause to be given, notice of all meetings of the
      shareholders and of the Board of Directors required by the By-Laws or by law
      to
      be given, and shall keep the seal of the Corporation, if one be adopted, in
      safe
      custody, and shall have such other powers and perform such other duties as
      may
      be prescribed by the Board of Directors or by the By-Laws.





Section
      5.10 Chief Financial
      Officer.





(a)           The
      Chief Financial Officer shall keep and maintain, or cause to be kept and
      maintained, adequate and correct books and records of accounts of the properties
      and business transactions of the Corporation, including accounts of its assets,
      liabilities, receipts, disbursements, gains, losses, capital, retained earnings
      and shares.  The book of accounts shall be open at all reasonable
      times to inspection by any Director.





(b)           The
      Chief Financial Officer shall cause to be deposited all moneys and other
      valuables in the name and to the credit of the Corporation with such
      depositaries as may be designated by the Board of Directors.  He shall
      cause the funds of the Corporation to be disbursed as may be properly directed
      from time to time, shall render to the President and Directors, whenever they
      request it, an account of all his transactions as Chief Financial Officer and
      of
      the financial condition of the Corporation, and shall have other powers and
      perform such other duties as may be prescribed by the Board of Directors or
      by
      By-Laws.





ARTICLE
      VI


INDEMNIFICATION
      OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS





Section
      6.01 Agents, Proceedings and
      Expenses.  For the purposes of this Article, "agent" means 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 foreign or domestic corporation, partnership,
      joint venture, trust or other enterprise, or was a director, officer, employee,
      or agent of a foreign or domestic corporation which was a predecessor
      corporation of the Corporation or of another enterprise at the request of such
      predecessor corporation; "proceeding" means any threatened, pending or completed
      action or proceeding, whether civil, criminal, administrative, or investigative;
      and "expenses" includes, without limitation, attorneys' fees and any expenses
      of
      establishing a right to indemnification under section 6.04 or section 6.05(c)
      of
      this Article VI.





Section
      6.02 Actions Other Than by
      the Corporation.  The Corporation shall indemnify any person who
      was or is a party, or is threatened to be made a party, to any proceeding (other
      than an action by or in the right of the Corporation) by reason of the fact
      that
      such person is or was an agent of the Corporation, against expenses, judgments,
      fines, settlements and other amounts actually and reasonably incurred in
      connection with such proceeding, if that person acted in good faith and in
      a
      manner that person reasonably believed to be in the best interests of the
      Corporation, and, in the case of a criminal proceeding, had no reasonable cause
      to believe the conduct of that person was unlawful.  The termination
      of any 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 the person
      reasonably believed to be in the best interests of the Corporation or that
      the
      person had reasonable cause to believe that the person's conduct was
      unlawful.





Section
      6.03 Actions by the
      Corporation.  The Corporation shall indemnify any person who was
      or is a party, or is threatened to be made a party, to any proceeding by or
      in
      the right of the Corporation to procure a judgment in its favor by reason of
      the
      fact that that person is or was an agent of the Corporation, against expenses
      actually and reasonably incurred by that person in connection with the defense
      or settlement of that action if that person acted in good faith, in a manner
      that person believed to be in the best interests of the Corporation, and with
      such care, including reasonable inquiry, as an ordinarily prudent person in
      a
      like position would use under similar circumstances.  No
      indemnification shall be made under this section 6.03:





(a)           in
      respect of any claim, issue or matter as to which that person shall have been
      adjudged to be liable to the Corporation in the performance of that person's
      duty to the Corporation, unless and only to the extent that the court in which
      that proceeding is or was pending shall determine upon application that, in
      view
      of all the circumstances of the case, the person is fairly and reasonably
      entitled to indemnity for the expenses which the court shall
      determine;





(b)           of
      amounts paid in settling or otherwise disposing of a threatened or pending
      action, with or without court approval; or





(c)           of
      expenses incurred in defending a threatened or pending action which is settled
      or otherwise disposed of without court approval.





Section
      6.04 Successful Defense by
      Agent.  To the extent that an agent of the Corporation has been
      successful on the merits or otherwise in defense of any proceeding referred
      to
      in section 6.02 or 6.03 of this Article VI, or in defense of any claim, issue,
      or matter therein, the agent shall be indemnified against expenses actually
      and
      reasonably incurred by the agent in connection therewith.





Section
      6.05 Required
      Approval.  Except as provided in section 6.04 of this Article, any
      indemnification under this Article shall be made by the Corporation only if
      authorized in the specific case upon a determination that indemnification of
      the
      agent is proper in the circumstances because the agent has met the applicable
      standard of conduct set forth in section 6.02 or 6.03 of this Article VI,
      by:





(a)           a
      majority vote of a quorum consisting of Directors who are not parties to the
      proceeding;





(b)           approval
      by the affirmative vote of a majority of the shares of the Corporation
      represented and voting at a duly held meeting at which a quorum is present
      (which shares voting affirmatively also constitute at least a majority of the
      required quorum), or by the written consent of holders of a majority of the
      outstanding shares entitled to vote (for this purpose, the shares owned by
      the
      person to be indemnified shall not be entitled to vote thereon); or





(c)           the
      court in which the proceeding is or was pending, upon application made by the
      Corporation or the agent or the attorney or other person rendering services
      in
      connection with the defense, whether or not such application by the agent,
      attorney, or other person is opposed by the Corporation.





Section
      6.06 Advance of
      Expenses.  Expenses incurred in defending any proceeding may be
      advanced by the Corporation before the final disposition of the proceeding
      upon
      receipt of an undertaking by or on behalf of the agent to repay the amount
      of
      the advance unless it shall be determined ultimately that the agent is entitled
      to be indemnified as authorized in this Article VI.





Section
      6.07 Other Contractual
      Rights.  Nothing contained in this Article VI shall affect any
      right to indemnification to which persons other than Directors and officers
      of
      the Corporation or any subsidiary hereof may be entitled by contract or
      otherwise.





Section
      6.08
Limitations.  No indemnification or advance shall be made under
      this Article VI, except as provided in section 6.04 or section 6.05(c), in
      any
      circumstance where it appears:





(a)           that
      it would be inconsistent with a provision of the Articles of Incorporation,
      these By-Laws, a resolution of the shareholders, or an agreement in effect
      at
      the time of the accrual of the alleged cause of action asserted in the
      proceeding in which the expenses were incurred or other amounts were paid which
      prohibits or otherwise limits indemnification; or





(b)           that
      it would be inconsistent with any condition expressly imposed by a court in
      approving a settlement.





Section
      6.09
Insurance.  The Corporation may, upon a determination by the
      Board of Directors, purchase and maintain insurance or make other financial
      arrangements on behalf of any agent of the Corporation against any liability
      which might be asserted against or incurred by the agent in such capacity,
      or
      which might arise out of the agent's status as such, whether or not the
      Corporation would have the power to indemnify the agent against that liability
      under the provisions of this Article VI.  Such other financial
      arrangements may include, without limitation, the creation of a trust fund,
      the
      establishment of a program of self-insurance, the securing of the
      indemnification obligation of the Corporation by granting a security interest
      or
      other lien on any assets of the Corporation, or the establishment of a letter
      of
      credit, guaranty or surety.  No financial arrangement made pursuant to
      this By-Law may provide protection for a person adjudged by a court of competent
      jurisdiction, after exhaustion of all appeals therefrom, to be liable for
      intentional misconduct, fraud or a knowing violation of law, except with respect
      to the advancement of expenses or indemnification ordered by a
      court.





Section
      6.10 Fiduciaries of
      Corporate Employee Benefit Plan.  This Article VI does not apply
      to any proceeding against any trustee, investment manager, or other fiduciary
      of
      an employee benefit plan in that person's capacity as such even though that
      person may also be an agent of the Corporation as defined in section 6.01 of
      this Article VI.  The Corporation may, however, upon approval in
      accordance with section 6.05, indemnify and purchase and maintain insurance
      on
      behalf of any fiduciary to the extent permitted by the laws of the State of
      Nevada.





Section
      6.11 Amendment to Nevada
      Law.  In the event that Nevada law regarding indemnification of
      Directors, officers, employees and other agents of corporations, as in effect
      at
      the time of adoption of these By-Laws, is subsequently amended in any way
      increase the scope of permissible indemnification beyond that set forth herein,
      the indemnification authorized by this Article VI shall be deemed to be
      coextensive with that permitted by the Nevada law as so amended.





ARTICLE
      VII


CORPORATE
      LOANS AND GUARANTEES TO


DIRECTORS,
      OFFICERS AND EMPLOYEES





Section
      7.01 Limitation on Corporate
      Loans and Guarantees.  Except as provided in section 7.02 of this
      Article VII the Corporation shall not make any loan of money or property to,
      or
      guarantee any obligation of:





(a)           any
      Director or officer of the Corporation or of its parent or any subsidiary,
      or





(b)           any
      person, upon the security of shares of the Corporation or of its parent, unless
      the loan or guaranty is otherwise adequately secured,





except
      by
      the vote of the holders of a majority of the shares of all classes, regardless
      of limitations or restrictions on voting rights, other than shares held by
      the
      benefited Director, officer or person.





Section
      7.02 Permissible Corporate
      Loans and Guarantees.  The Corporation may lend money to,
      guarantee any obligation of, or otherwise assist any officer or other employee
      of the Corporation or of any subsidiary, including any Director, officer or
      employee who is also a Director, pursuant to an employee benefit plan
      (including, without limitation, any stock purchase or stock option plan)
      available to executives or other employees, whenever the Board determines that
      such loan or guaranty may reasonably be expected to benefit the
      Corporation.  Such loan, guaranty or other assistance may be with or
      without interest and may be unsecured or secured in such manner as the Board
      shall approve, including, without limitation, a pledge of shares of the
      Corporation.  The Corporation may advance money to a Director, officer
      or employee of the Corporation or of its parent or any subsidiary for expenses
      reasonably anticipated to be incurred in the performance of the duties of such
      Director, officer or employee, provided that, in the absence of such advance,
      such Director, officer or employee would be entitled to be reimbursed for such
      expenses by such Corporation, its parent or any subsidiary.





ARTICLE
      VIII


GENERAL
      CORPORATE MATTERS





Section
      8.01 Record Date for
      Purposes Other Than Notice and Voting.





(a)           For
      purposes of determining the shareholders entitled to receive payment of any
      dividend or other distribution or allotment of any rights or entitled to
      exercise any rights in respect of any other lawful action (other than for the
      purposes prescribed by section 2.10 of Article II of these By-Laws), the Board
      of Directors may fix, in advance, a record date, which shall not be more than
      sixty days prior to any such action, and in such case only shareholders of
      record at the close of business on the date so fixed are entitled to receive
      the
      dividend, distribution or allotment of rights or to exercise the rights, as
      the
      case may be, notwithstanding any transfer of any shares on the books of the
      Corporation after the record date fixed as aforesaid, except as otherwise
      provided in Nevada General Corporation Law.





(b)           If
      the Board of Directors does not so fix a record date, the record date for
      determining shareholders for any such purpose shall be at the close of business
      on the day on which the Board adopts the resolution relating thereto, or the
      sixtieth day prior to the date of such action, whichever is later.





Section
      8.02 Checks, Drafts,
      Evidences of Indebtedness.  All checks, drafts or other orders for
      payment of money, notes or other evidences of indebtedness, issued in the name
      of or payable to the Corporation, shall be signed or endorsed by such person
      or
      persons and in such manner as, from time to time, shall be determined by
      resolution of the Board of Directors.  Such signature or endorsement
      may be by facsimile or printed signature of the officer.





Section
      8.03 Corporate Contracts and
      Instruments; How Executed.  The Board of Directors, except as
      otherwise provided in these By-Laws, may authorize any officer or agent to
      enter
      into any contract or execute any instrument in the name of and on behalf of
      the
      Corporation, and such authority may be general or confined to specific
      instances; and, unless authorized or ratified by the Board of Directors or
      within the agency power of an officer, no officer, agent or employee shall
      have
      any power or authority to bind the Corporation by any contract or engagement,
      to
      pledge its credit, or to render it liable for any purpose or to any
      amount.





Section
      8.04 Certificates of Stock; Uncertificated Shares.




(a)           Certificates.  Shares
      of the capital stock of the Corporation may be certificated or uncertificated,
      as provided under the General Corporation Law of the State of
      Nevada.  Each shareholder, upon written request to the transfer agent
      or registrar of the Corporation, shall be entitled to a certificate of the
      capital stock of the Corporation in such form as may from time to time be
      prescribed by the Board of Directors.  Such certificate shall be
      signed in the name of the Corporation by the Chairman of the Board, the
      President, a Vice President, the Secretary or any Assistant
      Secretary.  The Corporation seal and the signatures by Corporation
      officers may be facsimiles if the certificate is manually countersigned by
      an
      authorized person on behalf of a transfer agent or registrar other than the
      Corporation or its employee.  In case any officer, transfer agent or
      registrar who has signed or whose facsimile signature has been placed on such
      certificate shall have ceased to be such officer, transfer agent or registrar
      before such certificate is issued, it may be issued by the Corporation with
      the
      same effect as if such officer, transfer agent or registrar were such officer,
      transfer agent or registrar at the time of its issue.  Every
      certificate for shares of stock which are subject to any restriction on transfer
      and every certificate issued when the Corporation is authorized to issue more
      than one class or series of stock shall contain such legend with respect thereto
      as is required by law.  The Corporation shall be permitted to issue
      fractional shares.





(b)           Transfers.  Subject
      to any restrictions on transfer and unless otherwise provided by the Board
      of
      Directors, shares of stock may be transferred only on the books of the
      Corporation, if such shares are certificated, by the surrender to the
      Corporation or its transfer agent of the certificate therefore properly endorsed
      or accompanied by a written assignment or power of attorney properly executed,
      with transfer stamps (if necessary) affixed; or upon proper instructions from
      the holder of uncertificated shares; and in each case with such proof of the
      authenticity of signature as the Corporation or its transfer agent may
      reasonably require.





(c)           Record
      Holders.  Except as may otherwise be required by law, by the
      Amended and Restated Articles of Incorporation or by these By-Laws, the
      Corporation shall be entitled to treat the record holder of stock as shown
      on
      its books as the owner of such stock for all purposes, including the payment
      of
      dividends and the right to vote with respect thereto, regardless of any
      transfer, pledge or other disposition of such stock, until the shares have
      been
      transferred on the books of the Corporation in accordance with the requirements
      of these By-Laws.





It
      shall
      be the duty of each shareholder to notify the Corporation of his, her or its
      post office address and any changes thereto.




Section
      8.05. Replacement of Certificates.  In case of the alleged
      loss, destruction or mutilation of a certificate of stock, a duplicate
      certificate may be issued in place thereof, upon such terms as the Board of
      Directors may prescribe, provided, however, that if such shares have ceased
      to
      be certificated, a new certificate shall be issued only upon written request
      to
      the transfer agent or registrar of the Corporation.





Section
      8.06 Representation of
      Shares of Other Corporations.  The Chairman of the Board, the
      President, any Vice President, or any other person authorized by resolution
      of
      the Board of Directors or by any of the foregoing designated officers, is
      authorized to vote on behalf of the Corporation any and all shares of any other
      corporation or corporations, foreign or domestic, standing in the name of the
      Corporation.  The authority herein granted to said officers to vote or
      represent, on behalf of the Corporation, any and all shares held by the
      Corporation in any other corporation or corporations may be exercised by any
      such officer in person or by any person authorized to do so by proxy duly
      executed by said officer.





Section
      8.07 Construction and
      Definitions.  Unless the context requires otherwise, the general
      provisions, rules of construction, and definitions in the Nevada General
      Corporation Law shall govern the construction of these
      By-Laws.  Without limiting the generality of the foregoing, the
      singular numbers includes the plural, the plural number includes the singular,
      and the term "person" includes both a corporation and a natural
      person.





Section
      8.08  Use of Electronic Mail.  Any consent to, request for, or
      approval of any corporate action and any notice or waiver of notice and any
      demand or request by a shareholder, proxy holder, or director which is required
      or permitted to be made in writing will be deemed to be made in writing if
      it is
      transmitted to the Corporation over an electronic mail system to the electronic
      mail address petd@petd.com and received at that address by the
      Corporation, provided that such electronic mail transmission must either set
      forth or be submitted with information from which it can be determined (a)
      that
      the electronic mail transmission was authorized by the shareholder, proxy holder
      or director and (b) the date on which such shareholder, proxy holder, or
      director transmitted such electronic mail transmission.





ARTICLE
      IX


RECORDS
      AND REPORTS





Section
      9.01 Maintenance and
      Inspection of Share Register.





(a)           The
      Corporation shall keep at its principal executive office, or at the office
      of
      its transfer agent or registrar if one or the other has been appointed and
      as
      determined by resolution of the Board of Directors, a record of its
      shareholders, giving the names and addresses of all shareholders and the number
      and class of shares held by each shareholder.





(b)           A
      person who has been a shareholder of record of the Corporation for at least
      six
      months immediately preceding his or her demand, or a person holding, or
      authorized in writing by the holders of, at least 5 percent of the outstanding
      voting shares of the Corporation, may (i) inspect and copy the records of
      shareholders' names and addresses and shareholdings during usual business hours
      upon five business days' prior written demand upon the Corporation accompanied
      by an affidavit that (A) the inspection and copying are not desired for a
      purpose that is in the interest of a business or object other than the business
      of the Corporation and (B) the shareholder has not at any time sold or
      offered for sale any list of shareholders of any domestic or foreign corporation
      or aided or abetted any person in procuring any such record of shareholders
      for
      any such purpose, or (ii) obtain from the transfer agent of the
      Corporation, upon written demand accompanied by an affidavit that (A) the
      inspection and copying are not desired for a purpose that is in the interest
      of
      a business or object other than the business of the Corporation and (B) the
      shareholder has not at any time sold or offered for sale any list of
      shareholders of any domestic or foreign corporation or aided or abetted any
      person in procuring any such record of shareholders for any such purpose, and
      upon the tender of such transfer agent's usual charges for such list, a list
      of
      the names and addresses of the shareholders of the Corporation, and their
      shareholdings as of the most recent record date for which such list has been
      compiled.  Such list shall be made available to such shareholder or
      shareholders by the transfer agent on or before the later of the fifth business
      day after the demand is received or the date specified in the demand as the
      date
      as of which the list is to be compiled.  Any inspection and copying
      under this section 9.01 may be made in person or, if the demand is accompanied
      by an appropriate executed power of attorney, by an agent or attorney of the
      shareholder making such demand.





Section
      9.02 Maintenance and
      Inspection of By-Laws.  The Corporation shall keep at its
      principal executive office, or, if its principal executive office is not in
      the
      State of Nevada, at its principal business office in the State of Nevada, if
      any, the original or a copy of the By-Laws as amended to date, which shall
      be
      open to inspection at all reasonable times during usual business hours by any
      shareholder upon the written demand of such shareholder.  If the
      principal executive office of the Corporation is outside the State of Nevada
      and
      the Corporation has no principal business office in the State of Nevada, the
      Secretary shall, upon the written request of any shareholder, furnish to such
      shareholder a copy of the By-Laws as amended to date.





Section
      9.03 Inspection by
      Directors.  Every Director shall have the absolute right at any
      reasonable time to inspect all books, records and documents of every kind and
      the physical properties of the Corporation and each of its subsidiary
      corporations.  Such inspection by a Director may be made in person or
      by agent or attorney, and the right of the inspection includes the right to
      copy
      and make extracts.





ARTICLE
      X


AMENDMENTS





Section
      10.01 Amendment by
      Shareholders.  New By-Laws may be adopted or these By-Laws may be
      amended or repealed by the vote of the holders of a majority of the outstanding
      shares entitled to vote.





Section
      10.02 Amendment by
      Directors.  Subject to the rights of the shareholders as provided
      in section 10.01 of this Article, the Board of Directors may adopt, amend or
      repeal By-Laws, and By-Laws may be adopted, amended or repealed by the Board
      of
      Directors at any regular or special meeting of the Directors so long as written
      notice is duly given to the Directors of the proposed change as required
      hereby.





ARTICLE
      XI


REPEALER





Section
      11.01
Repealer.  By the adoption of these By-Laws, the Board of
      Directors intends to and does hereby repeal the By-Laws adopted by the
      Corporation dated September 2, 2004, and all amendments and additions
      thereto.