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BYLAWS

___________________________________________

A _____________________ Profit Corporation

ARTICLE I

SHAREHOLDERS

1. Annual Meeting

A meeting of the shareholders shall be held annually for the election of directors and the

transaction of other business on such date in each year as may be determined by the Board of Directors, but

in no event later than 100 days after the anniversary of the date of incorporation of the Corporation.

2. Special Meetings

Special meetings of the shareholders may be called by the Board of Directors, Chairman

of the Board or President and shall be called by the Board upon the written request of the holders of record

of a majority of the outstanding shares of the Corporation entitled to vote at the meeting requested to be

called. Such request shall state the purpose or purposes of the proposed meeting. At such special meetings

the only business which may be transacted is that relating to the purpose or purposes set forth in the notice

thereof.

3. Place of Meetings

Meetings of the shareholders shall be held at such place within or outside of the State of

________________ as may be fixed by the Board of Directors. If no place is so fixed, such meetings shall

be held at the principal office of the Corporation.

4. Notice of Meetings

Notice of each meeting of the shareholders shall be given in writing and shall state the

place, date and hour of the meeting and the purpose or purposes for which the meeting is called. Notice of

a special meeting shall indicate that it is being issued by or at the direction of the person or persons calling

or requesting the meeting.

If, at any meeting, action is proposed to be taken which, if taken, would entitle objecting

shareholders to receive payment for their shares, the notice shall include a statement of that purpose and to

that effect.

A copy of the notice of each meeting shall be given, personally or by first class mail, not

less than ten nor more than sixty days before the date of the meeting, to each shareholder entitled to vote at

such meeting. If mailed, such notice shall be deemed to have been given when deposited in the United

States mail, with postage thereon prepaid, directed to the shareholder at his address as it appears on the

record of the shareholders, or, if he shall have filed with the Secretary of the Corporation a written request

that notices to him or her be mailed to some other address, then directed to him at such other address.

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

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