BYLAWS OF

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ARTICLE I. MEETING

Section 1. Annual Meeting. The annual meeting of the Shareholders of this Corporation  shall be held on __________ of each year or at such other time and place designated by the  Board of Directors of the Corporation. Business transacted at the annual meeting shall include  the election of Directors of the Corporation.  If the designated day shall fall on a Sunday or legal  holiday, then the meeting shall be held on the first business day thereafter.  

Section 2. Special Meetings. Special meetings of the Shareholders shall be held when  directed by the President or the Board of Directors, or when requested in writing by the holders of  not less than a majority of all the shares entitled to vote at the meeting. A meeting requested by  Shareholders shall be called for a date not less than ten (10) nor more than sixty (60) days after  request is made, unless the Shareholders requesting the meeting designate a later date. The call  for the meeting shall be issued by the Secretary, the President, a majority of Shareholders, the  Board of Directors, or such other person as designated by any of the same.  

Section 3. Place. Meetings of Shareholders shall be held at the principal place of  business of the Corporation, the law office representing the Corporation or at such other place as  may be designated by the Board of Directors.  

Section 4. Notice. Written notice stating the place, day and hour of the meeting and, in  the case of a special meeting, the purpose or purposes for which the meeting is called, shall be  delivered not less than ten (10) nor more than sixty (60) days before the meeting, either  personally or by first class mail, by or at the direction of the President, the Secretary or the officer  or persons calling the meeting, to each Shareholder of record entitled to vote at such meeting. If  mailed, such notice shall be deemed to be delivered when deposited in the United States mail,  prepaid and addressed to the Shareholder at his address as it appears on the stock transfer  books of the Corporation.  

Section 5. Notice of Adjourned Meeting. When a meeting is adjourned to another time or  place, it shall not be necessary to give any notice of the adjourned meeting if the time and place  to which the meeting is adjourned are announced at the meeting at which the adjournment is  taken. At the adjourned meeting, any business may be transacted that might have been  transacted on the original date of the meeting. However, if after the adjournment the Board of  Directors fixes a new record date for the adjournment meeting, a notice of the adjourned meeting  shall be given as provided in this Article to each Shareholder of record.    

Section 6. Shareholder Quorum and Voting. A majority of the shares entitled to vote,  represented in person or by proxy, shall constitute a quorum at a meeting of Shareholders. If a  quorum is present, the affirmative vote of a majority of the shares represented at the meeting and  entitled to vote on the subject matter shall be the act of the Shareholders, unless otherwise provided by law.  

Section 7. Voting of Shares. Each outstanding share shall be entitled to one vote on each  matter submitted to a vote at a meeting of Shareholders.  

Section 8. Proxies. A Shareholder may vote either in person or by proxy executed in  writing by the Shareholder or his duly authorized attorney-in-fact. No proxy shall be valid eleven  (11) months from the date thereof unless otherwise provided in the proxy.  

Section 9. Action by Shareholders Without a Meeting. Any action required by law, these  Bylaws, or the Articles of Incorporation of the Corporation to be taken at any annual or special

meeting of Shareholders, or any action which may be taken at any annual or special meeting of  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,  as is provided by law.  

ARTICLE II. DIRECTORS

Section 1. Function. The Board of Directors shall exercise its power and authority to  manage the business and affairs of the Corporation.  

Section 2. Qualification. Directors need not be residents of this state and Shareholders of  this Corporation.  

Section 3. Compensation. The Board of Directors shall have authority to fix the  compensation of Directors.  

Section 4. 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 he votes against such action or abstains  from voting in respect thereto because of an asserted conflict of interest.  

Section 5. Number. This Corporation shall have ____ Director(s).   

Section 6. Election and Term. Each person named in the Articles of Incorporation as a  member of the initial Board of Directors shall hold office until the First Annual Meeting of  Shareholders, and until his successor shall have been elected and qualified or until his earlier  resignation, removal from office or death.  

At the First Annual Meeting of Shareholders and at each annual meeting thereafter, the  Shareholders shall elect Directors to hold office until the next succeeding annual meeting. Each  Director shall hold office for a term for which he is elected and until his successor shall have been  elected and qualified or until his earlier resignation, removal from office or death.  

Section 7. Vacancies. Any vacancy occurring in the Board of Directors, including any  vacancy created by reason of an increase in the number of Directors, may be filled by the  affirmative vote of a majority of the remaining Directors though less than a quorum of the Board  of Directors. A Director elected to fill a vacancy shall hold office only until the next election of  Directors by the Shareholders.  

Section 8. Removal of Directors. At a meeting of Shareholders called expressly for that  purpose, any Director or the entire Board of Directors may be removed, with or without cause, by  a vote of the holders of a majority of the shares then entitled to vote at an election of Directors.  

Section 9. Quorum and Voting. A majority of the number of Directors fixed by these  Bylaws shall constitute a quorum for the transaction of business. The act of voting by the  Directors present at a meeting at which a quorum is present shall be the act of the Board of  Directors.  

Section 10. Executive and Other Committees. The Board of Directors, by resolution  adopted by a majority of the full Board of Directors, may designate from among its members and  executive committee and one or more other committees each of which, to the extent provided in  such resolution shall have and may exercise all the authority of the Board of Directors, except as  is provided by law.  

Section 11. Place of Meeting. Regular and special meetings of the Board of Directors

shall be held at the principal office of the Corporation.  

Section 12. Time, Notice and Call of Meetings. Regular meetings of the Board of  Directors shall be held without notice on ______________ of each year. Written notice of the  time and place of special meetings of the Board of Directors shall be given to each Director by  either personal delivery, telegram or cablegram at least three (3) days before the meeting or by  notice mailed to the Director at least three (3) days before the meeting.    

Notice of a meeting of the Board of Directors need not be given to any Director who signs  a Waiver of Notice either before or after a meeting. Attendance of a Director at a meeting shall  constitute a Waiver of Notice of such meeting and waiver of any and all objections to the place of  the meeting, the time of the meeting, or the manner in which it has been called or convened,  except when a Director states, at the beginning of the meeting, any objections to the transaction  of business because the meeting is not lawfully called or convened.  

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

A majority of the Directors present, whether or not a quorum exists, may adjourn any  meeting of the Board of Directors to another time and place. Notice of any such adjourned  meeting shall be given to the Directors who were not present at the time of the adjournment and,  unless the time and place of the adjourned meeting are announced at the time of the  adjournment, to the other Directors.  

Meetings of the Board of Directors may be called by the Chairman of the Board, by the  President of the Corporation, or by any two Directors.  

Members of the Board of Directors may participate in a meeting of such Board by means  of a conference telephone or similar communications equipment by means of which all persons  participating in the meeting can hear each other at the same time.

Participation by such means shall constitute presence in person at a meeting.   

Section 13. Action Without a Meeting. Any action required to be taken at a meeting of the  Board of Directors, or any action which may be taken at a meeting of the Board of Directors or a  committee thereof, may be taken without a meeting if a consent in writing, setting forth the action  so to be taken, signed by all the Directors, or all the members of the committee, as the case may  be, is filed in the Minutes of the proceedings of the Board or of the committee. Such consent shall  have the same effect as a unanimous vote.  

ARTICLE III. OFFICERS

Section 1. Officers. The Officers of this Corporation shall consist of a President, Vice  President, Secretary and a Treasurer, each of whom shall be elected by the Board of Directors.  Such other Officers and assistant Officers and Agents as may be deemed necessary may be  elected or appointed by the Board of Directors from time to time. Any two or more offices may be  held by the same person.  

Section 2. Duties. The Officers of this Corporation shall have the following duties:   (1) The President shall be the chief executive officer of the Corporation, shall have the

general and active management of the business and affairs of the Corporation subject to the  directions of the Board of Directors, and shall preside at all meetings of the Shareholders and  Board of Directors.  

(2) The Vice President(s), in the order designated by the Board of Directors, or lacking  such a designation by the President, shall, in the absence of the President, perform the duties

and exercise the powers of the President and shall perform such other duties as may be  prescribed by the Board of Directors or the President.    

(3) The Secretary shall have custody of and maintain all of the corporate records except  the financial records and shall, as requested, record the minutes of all meetings of the  Shareholders and Board of Directors, send all notices of all meetings and perform such other  duties as may be prescribed by the Board of Directors or the President.  

(4) The Treasurer shall have the custody of all corporate funds and financial records,  shall keep full and accurate accounts of receipts and disbursements and render accounts thereof  at the annual meetings of Shareholders, and whenever else required by the Board of Directors or  the President, and shall perform such other duties as may be prescribed by the Board of  Directors or the President.

Section 3. Removal of Officers. An officer or agent elected or appointed by the Board of  Directors may be removed by the Board whenever, in its judgment, the best interests of the  Corporation will be served thereby.  

Any vacancy in any office may be filled by the Board of Directors.   

ARTICLE IV. STOCK CERTIFICATES

Section 1. Issuance. Every holder of shares in this Corporation shall be entitled to have a  Certificate representing all shares to which he is entitled. No Certificate shall be issued for any  share until such share is fully paid.  

Section 2. Form. Certificates representing shares in this Corporation shall be signed by  the President and the Secretary or an Assistant Secretary and may be sealed with the Seal of  this Corporation or a facsimile thereof.  

Section 3. Transfer of Stock. The Corporation s