BYLAWS

OF

TENANTWIZ SOFTWARE CORP.

(A NEVADA CORPORATION)

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the

corporation in the State of Nevada shall be in the City of Minden, State of Nevada.

Section 2. Other Offices. The corporation shall also have

and maintain an office or principal place of business at such place

as may be fixed by the Board of Directors, and may also have

offices at such other places, both within and without the State of

Nevada as the Board of Directors may from time to time determine or

the business of the corporation may require.

ARTICLE II

CORPORATE SEAL

Section 3. Corporate Seal. The corporate seal shall consist

of a die bearing the name of the corporation and the inscription,

"Corporate Seal-Nevada." Said seal may be used by causing it or a

facsimile thereof to be impressed or affixed or reproduced or

otherwise.

ARTICLE III

STOCKHOLDERS' MEETINGS

Section 4. Place of Meetings. Meetings of the stockholders

of the corporation shall be held at such place, either within or

without the State of Nevada, as may be designated from time to time

by the Board of Directors, or, if not so designated, then at the

office of the corporation required to be maintained pursuant to

Section 2 hereof.

Section 5. Annual Meeting.

(a) The annual meeting of the stockholders of the

corporation, for the purpose of election of directors and for such

other business as may lawfully come before it, shall be held on

such date and at such time as may be designated from time to time

by the Board of Directors.

(b) At an annual meeting of the stockholders, only such

business shall be conducted as shall have been properly brought

before the meeting. To be properly brought before an annual

meeting, business must be: (A) specified in the notice of meeting

(or any supplement thereto) given

by or at the direction of the

Board of Directors, (B) otherwise properly brought before the

meeting by or at the direction of the Board of Directors, or (C)

otherwise properly brought before the meeting by a stockholder.

For business to be properly brought before an annual meeting by a

stockholder, the stockholder must have given timely notice thereof

in writing to the Secretary of the corporation. To be timely, a

stockholder's notice must be delivered to or mailed and received at

the principal executive offices of the corporation not later than

the close of business on the sixtieth (60th) day nor earlier than

the close of business on the ninetieth (90th) day prior to the

first anniversary of the preceding year's annual meeting; provided,

however, that in the event that no annual meeting was held in the

previous year or the date of the annual meeting has been changed by

more than thirty (30) days from the date contemplated at the time

of the previous year's proxy statement, notice by the stockholder

to be timely must be so received not earlier than the close of

business on the ninetieth (90th) day prior to such annual meeting

and not later than the close of business on the later of the

sixtieth (60th) day prior to such annual meeting or, in the event

public announcement of the date of such annual meeting is first

made by the corporation fewer than seventy (70) days prior to the

date of such annual meeting, the close of business on the tenth

(10th) day following the day on which public announcement of the

date of such meeting is first made by the corporation. A

stockholder's notice to the Secretary shall set forth as to each

matter the stockholder proposes to bring before the annual meeting:

(i) a brief description of the business desired to be brought

before the annual meeting and the reasons for conducting such

business at the annual meeting, (ii) the name and address, as they

appear on the corporation's books, of the stockholder proposing

such business, (iii) the class and number of shares of the

corporation which are beneficially owned by the stockholder, (iv)

any material interest of the stockholder in such business and (v)

any other information that is required to be provided by the

stockholder pursuant to Regulation 14A under the Securities

Exchange Act of 1934, as amended (the "1934 Act"), in his capacity

as a proponent to a stockholder proposal. Notwithstanding the

foregoing, in order to include information with respect to a

stockholder proposal in the proxy statement and form of proxy for a

stockholder's meeting, stockholders must provide notice as required

by the regulations promulgated under the 1934 Act. Notwithstanding

anything in these Bylaws to the contrary, no business shall be

conducted at any annual meeting except in accordance with the

procedures set forth in this paragraph (b). The chairman of the

annual meeting shall, if the facts warrant, determine and declare

at the meeting that business was not properly brought before the

meeting and in accordance with the provisions of this paragraph

(b), and, if he should so determine, he shall so declare at the

meeting that any such business not properly brought before the

meeting shall not be transacted.

(c) Only persons who are confirmed in accordance with the

procedures set forth in this paragraph (c) shall be eligible for

election as directors. Nominations of persons for election to the

Board of Directors of the corporation may be made at a meeting of

stockholders by or at the direction of the Board of Directors or by

any stockholder of the corporation entitled to vote in the election

of directors at the meeting who complies with the notice procedures

set forth in this paragraph (c). Such nominations, other than

those made by or at the direction of the Board of Directors, shall

be made pursuant to timely notice in writing to the Secretary of

the corporation in accordance with the provisions of paragraph (b)

of this Section 5. Such stockholder's notice shall set forth (i)

as to each person, if any, whom the stockholder proposes to

nominate for election or re-election as a director: (A) the name,

age, business address and residence address of such person, (B) the

principal occupation or employment of such person, (c) the class

and number of shares of the corporation which are beneficially

owned by such person, (D) a description of all arrangements or

understandings

between the stockholder and each nominee and any

other person or persons (naming such person or persons) pursuant to

which the nominations are to be made by the stockholder, and (E)

any other information relating to such person that is required to

be disclosed in solicitations of proxies for election of directors,

or is otherwise required, in each case pursuant to Regulation 14A

under the 1934 Act (including without limitation such person's

written consent to being named in the proxy statement, if any, as a

nominee and to serving as a director if elected); and (ii) as to

such stockholder giving notice, the information required to be

provided pursuant to paragraph (b) of this Section 5. At the

request of the Board of Directors, any person nominated by a

stockholder for election as a director shall furnish to the

Secretary of the corporation that information required to be set

forth in the stockholder's notice of nomination which pertains to

the nominee. No person shall be eligible for election as a

director of the corporation unless nominated in accordance with the

procedures set forth in this paragraph (c). The chairman of the

meeting shall, if the facts warrant, determine and declare at the

meeting that a nomination was not made in accordance with the

procedures prescribed by these Bylaws, and if he should so

determine, he shall so declare at the meeting, and the defective

nomination shall be disregarded.

(d) For purposes of this Section 5, "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.

Section 6. Special Meetings.

(a) Special meetings of the stockholders of the corporation

may be called, for any purpose or purposes, by (i) the Chairman of

the Board of Directors, (ii) the Chief Executive Officer, or (iii)

the Board of Directors pursuant to a resolution adopted by a

majority of the total number of authorized directors (whether or

not there exist any vacancies in previously authorized

directorships at the time any such resolution is presented to the

Board of Directors for adoption), and shall be held at such place,

on such date, and at such time as the Board of Directors, shall

determine.

(b) If a special meeting is called by any person or persons

other than the Board of Directors, the request shall be in writing,

specifying 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 facsimile transmission to the

Chairman of the Board of Directors, the Chief Executive Officer, or

the Secretary of the corporation. No business may be transacted at

such special meeting otherwise than specified in such notice. The

Board of Directors shall determine the time and place of such

special meeting, which shall be held not less than thirty-five (35)

nor more than one hundred twenty (120) days after the date of the

receipt of the request. Upon determination of the time and place

of the meeting, the officer receiving the request shall cause

notice to be given to the stockholders entitled to vote, in

accordance with the provisions of Section 7 of these Bylaws. If

the notice is not given within sixty (60) days after the receipt of

the request, the person or persons requesting the meeting may set

the time and place of the meeting and give the notice. Nothing

contained in this paragraph (b) shall be construed as limiting,

fixing, or affecting the time when a meeting of stockholders called

by action of the Board of Directors may be held.

Section 7. Notice of Meetings. Except as otherwise provided

by law or the Articles of Incorporation, written notice of each

meeting of stockholders shall be given not less than ten (10) nor

more than sixty (60) days before the date of the meeting to each

stockholder entitled to vote at such meeting, such notice to

specify the place, date and hour and purpose or purposes of the

meeting. Notice of the time, place and purpose of any meeting of

stockholders may be waived in writing, signed by the person

entitled to notice thereof, either before or after such meeting,

and will be waived by any stockholder by his attendance thereat in

person or by proxy, except when the stockholder attends a meeting

for the express purpose of objecting, at the beginning of the

meeting, to the transaction of any business because the meeting is

not lawfully called or convened. Any stockholder so waiving notice

of such meeting shall be bound by the proceedings of any such

meeting in all respects as if due notice thereof had been given.

Section 8. Quorum. At all meetings of stockholders, except

where otherwise provided by statute or by the Articles of

Incorporation, or by these Bylaws, the presence, in person or by

proxy duly authorized, of the holder or holders of not less than

one percent (1%) of the outstanding shares of stock entitled to

vote shall constitute a quorum for the transaction of business. In

the absence of a quorum, any meeting of stockholders may be

adjourned, from time to time, either by the chairman of the meeting

or by vote of the holders of a majority of the shares represented

thereat, but no other business shall be transacted at such meeting.

The stockholders present at a duly called or convened meeting, at

which a quorum is present, may continue to transact business until

adjournment, notwithstanding the withdrawal of enough stockholders

to leave less than a quorum. Except as otherwise provided by law,

the Articles of Incorporation or these Bylaws, all action taken by

the holders of a majority of the votes cast, excluding abstentions,

at any meeting at which a quorum is present shall be valid and

binding upon the corporation; provided, however, that directors

shall be elected by a plurality of the votes of the shares present

in person or represented by proxy at the meeting and entitled to

vote on the election of directors. Where a separate vote by a

class or classes or series is required, except where otherwise

provided by the statute or by the Articles of Incorporation or

these Bylaws, a majority of the outstanding shares of such class or

classes or series, present in person or represented by proxy, shall

constitute a quorum entitled to take action with respect to that

vote on that matter and, except where otherwise provided by the

statute or by the Articles of Incorporation or these Bylaws, the

affirmative vote of the majority (plurality, in the case of the

election of directors) of the votes cast, including abstentions, by

the holders of shares of such class or classes or series shall be

the act of such class or classes or series.

Section 9. Adjournment and Notice of Adjourned Meetings. Any

meeting of stockholders, whether annual or special, may be

adjourned from time to time either by the chairman of the meeting

or by the vote of a majority of the shares casting votes, excluding

abstentions. When a meeting 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. At the adjourned meeting, the corporation may transact

any business which might have been transacted at the original

meeting. If the adjournment is for more than thirty (30) days or

if after the adjournment a new record date is fixed for the

adjourned meeting, a notice of the adjourned meeting shall be given

to each stockholder of record entitled to vote at the meeting.

Section 10. Voting Rights. For the purpose of

determining those stockholders entitled to vote at any meeting of the

stockholders, except as otherwise provided by law, only persons in

whose names shares stand on the stock records of the corporation

on the record date, as provided in Section 12 of these Bylaws,

shall be entitled to vote at any meeting of stockholders. Every

person entitled to vote shall have the right to do so either in

person or by an agent or agents authorized by a proxy granted in

accordance with Nevada law. An agent so appointed need not be a

stockholder. No proxy shall be voted after three (3) years from

its date of creation unless the proxy provides for a longer period.

Section 11. Joint Owners of Stock. If shares or other

securities having voting power stand of record in the names of two

(2) or more persons, whether fiduciaries, members of a partnership,

joint tenants, tenants in common, tenants by the entirety, or

otherwise, or if two (2) or more persons have the same fiduciary

relationship respecting the same shares, unless the Secretary is

given written notice to the contrary and is furnished with a copy

of the instrument or order appointing them or creating the

relationship wherein it is so provided, their acts with respect to

voting shall have the following effect: (a) if only one (1) votes,

his act binds all; (b) if more than one (1) votes, the act of the

majority so voting binds all; (c) if more than one (1) votes, but

the vote is evenly split on any particular matter, each faction may

vote the securities in question proportionally, or may apply to the

Nevada Court of Chancery for relief as provided in the General

Corporation Law of Nevada, Section 217(b). If the instrument filed

with the Secretary shows that any such tenancy is held in unequal

interests, a majority or even-split for the purpose of subsection

(c) shall be a majority or even-split in interest.

Section 12. List of Stockholders. The Secretary shall

prepare and make, at least ten (10) days before every meeting of

stockholders, a complete list of the stockholders entitled to vote

at said meeting, arranged in alphabetical order, showing the

address of each stockholder and the number of shares registered in

the name of each stockholder. Such list shall be open to the

examination of any stockholder, for any purpose germane to the

meeting, during ordinary business hours, for a period of at least

ten (10) days prior to the meeting, either at a place within the

city where the meeting is to be held, which place shall be

specified in the notice of the meeting, or, if not specified, at

the place where the meeting is to be held. The list shall be

produced and kept at the time and place of meeting during the whole

time thereof and may be inspected by any stockholder who is

present.

Section 13. Action Without Meeting. No action shall be

taken by the stockholders except at an annual or special meeting of

stockholders called in accordance with these Bylaws, or by the

written consent of all stockholders.

Section 14. Organization.

(a) At every meeting of stockholders, the Chairman of the

Board of Directors, or, if a Chairman has not been appointed or is

absent, the President, or, if the President is absent, a chairman

of the meeting chosen by a majority in interest of the stockholders

entitled to vote, present in person or by proxy, shall act as

chairman. The Secretary, or, in his absence, an Assistant

Secretary directed to do so by the President, shall act as

secretary of the meeting.

(b) The Board of Directors of the corporation shall be

entitled to make such rules or regulations for the conduct of

meetings of stockholders as it shall deem necessary, appropriate or

convenient. Subject to such rules and regulations of the Board of

Directors, if any, the chairman of the meeting shall have the right

and authority to prescribe such rules, regulations and procedures

and to do all such acts as, in the judgment of such chairman, are

necessary, appropriate or convenient for the proper conduct of the

meeting, including, without limitation, establishing an agenda or

order of business for the meeting, rules and procedures for

maintaining order at the meeting and the safety of those present,

limitations on participation in such meeting to stockholders of

record of the corporation and their duly authorized and constituted

proxies and such other persons as the chairman shall permit,

restrictions on entry to the meeting after the time fixed for the

commencement thereof, limitations on the time allotted to questions

or comments by participants and regulation of the opening and

closing of the polls for balloting on matters which are to be voted

on by ballot. Unless and to the extent determined by the Board of

Directors or the chairman of the meeting, meetings of stockholders

shall not be required to be held in accordance with rules of

parliamentary procedure.

ARTICLE IV

DIRECTORS

Section 15. Number and Qualification. The authorized

number of directors of the corporation shall be not less than one

(1) nor more than twelve (12) as fixed from time to time by

resolution of the Board of Directors; provided that no decrease in

the number of directors shall shorten the term of any incumbent

directors. Directors need not be stockholders unless so required

by the Articles of Incorporation. If for any cause, the directors

shall not have been elected at an annual meeting, they may be

elected as soon thereafter as convenient at a special meeting of

the stockholders called for that purpose in the manner provided in

these Bylaws.

Section 16. Powers. The powers of the corporation shall

be exercised, its business conducted and its property controlled by

the Board of Directors, except as may be otherwise provided by

statute or by the Articles of Incorporation.

Section 17. Election and Term of Office of Directors.

Members of the Board of Directors shall hold office for the terms

specified in the Articles of Incorporation, as it may be amended

from time to time, and until their successors have been elected as

provided in the Articles of Incorporation.

Section 18. Vacancies. Unless otherwise provided in the

Articles of Incorporation, any vacancies on the Board of Directors

resulting from death, resignation, disqualification, removal or

other causes and any newly created directorships resulting from any

increase in the number of directors, shall unless the Board of

Directors determines by resolution that any such vacancies or newly

created directorships shall be filled by stockholder vote, be

filled only by the affirmative vote of a majority of the directors

then in office, even though less than a quorum of the Board of

Directors. Any director elected in accordance with the preceding

sentence shall hold office for the remainder of the full term of

the director for which the vacancy was created or occurred and

until such director's successor shall have been elected and

qualified. A vacancy in the Board of Directors shall be deemed to

exist under this Bylaw in the case of the death, removal or

resignation of any director.

Section 19. Resignation. Any director may resign at any

time by delivering his written resignation to the Secretary, such

resignation to specify whether it will be effective at a particular

time, upon receipt by the Secretary or at the pleasure of the Board

of Directors. If no such specification is made, it shall be deemed

effective at the pleasure of the Board of Directors. When one or

more directors shall resign from the Board of Directors, effective

at a future date, a majority of the directors then in office,

including those who have so resigned, shall have power to fill such

vacancy or vacancies, the vote thereon to take effect when such

resignation or resignations shall become effective, and each

director so chosen shall hold office for the unexpired portion of

the term of the director whose place shall be vacated and until his

successor shall have been duly elected and qualified.

Section 20. Removal. Subject to the Articles of

Incorporation, any director may be removed by:

(a) the affirmative vote of the holders of a majority of the

outstanding shares of the Corporation then entitled to vote, with

or without cause; or

(b) the affirmative and unanimous vote of a majority of the

directors of the Corporation, with the exception of the vote of the

directors to be removed, with or without cause.

Section 21. Meetings.

(a) Annual Meetings. The annual meeting of the Board of

Directors shall be held immediately after the annual meeting of

stockholders and at the place where such meeting is held. No

notice of an annual meeting of the Board of Directors shall be

necessary and such meeting shall be held for the purpose of

electing officers and transacting such other business as may

lawfully come before it.

(b) Regular Meetings. Except as hereinafter otherwise

provided, regular meetings of the Board of Directors shall be held

in the office of the corporation required to be maintained pursuant

to Section 2 hereof. Unless otherwise restricted by the Articles

of Incorporation, regular meetings of the Board of Directors may

also be held at any place within or without the state of Nevada

which has been designated by resolution of the Board of Directors

or the written consent of all directors.

(c) Special Meetings. Unless otherwise restricted by the

Articles of Incorporation, special meetings of the Board of

Directors may be held at any time and place within or without the

State of Nevada whenever called by the Chairman of the Board, the

President or any two of the directors.

(d) Telephone Meetings. Any member of the Board of

Directors, or of any committee thereof, may participate in a

meeting by means of conference telephone or similar communications

equipment by means of which all persons participating in the

meeting can hear each other, and participation in a meeting by such

means shall constitute presence in person at such meeting.

(e) Notice of Meetings. Notice of the time and place of all

special meetings of the Board of Directors shall be orally or in

writing, by telephone, facsimile, telegraph or telex, during normal

business hours, at least twenty-four (24) hours before the date and

time of the meeting, or sent in writing to each director by first

class mail, charges prepaid, at least three (3) days before the

date of the meeting. Notice of any meeting may be waived in

writing at any time before or after the meeting and will be waived

by any director by attendance thereat, except when the director

attends the meeting for the express purpose of objecting, at the

beginning of the meeting, to the transaction of any business

because the meeting is not lawfully called or convened.

(f) Waiver of Notice. The transaction of all business at any

meeting of the Board of Directors, or any committee thereof,

however called or noticed, or wherever held, shall be as valid as

though had at a meeting duly held after regular call and notice, if

a quorum be present and if, either before or after the meeting,

each of the directors not present shall sign a written waiver of

notice. All such waivers shall be filed with the corporate records

or made a part of the minutes of the meeting.

Section 22. Quorum and Voting.

(a) Unless the Articles of Incorporation requires a greater

number and except with respect to indemnification questions arising

under Section 43 hereof, for which a quorum shall be one-third of

the exact number of directors fixed from time to time in accordance

with the Articles of Incorporation, a quorum of the Board of

Directors shall consist of a majority of the exact number of

directors fixed from time to time by the Board of Directors in

accordance with the Articles of Incorporation provided, however, at

any meeting whether a quorum be present or otherwise, a majority of

the directors present may adjourn from time to time until the time

fixed for the next regular meeting of the Board of Directors,

without notice other than by announcement at the meeting.

(b) At each meeting of the Board of Directors at which a

quorum is present, all questions and business shall be determined

by the affirmative vote of a majority of the directors present,

unless a different vote be required by law, the Articles of

Incorporation or these Bylaws.

Section 23. Action Without Meeting. Unless otherwise

restricted by the Articles of Incorporation or these Bylaws, any

action required or permitted to be taken at any meeting of the

Board of Directors or of any committee thereof may be taken without

a meeting, if all members of the Board of Directors or committee,

as the case may be, consent thereto in writing, and such writing or

writings are filed with the minutes of proceedings of the Board of

Directors or committee.

Section 24. Fees and Compensation. Directors shall be

entitled to such compensation for their services as may be approved

by the Board of Directors, including, if so approved, by resolution

of the Board of Directors, a fixed sum and expenses of attendance,

if any, for attendance at each regular or special meeting of the

Board of Directors and at any meeting of a committee 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 therefor.

Section 25. Committees.

(a) Executive Committee. The Board of Directors may by

resolution passed by a majority of the whole Board of Directors

appoint an Executive Committee to consist of one (1) or more

members of the Board of Directors. The Executive Committee, to the

extent permitted by law and provided in the resolution of the Board

of Directors shall have and may exercise all the powers and

authority of the Board of Directors in the management of the

business and affairs of the corporation, including without

limitation the power or authority to declare a dividend, to

authorize the issuance of stock and to adopt a certificate of

ownership and merger, and may authorize the seal of the corporation

to be affixed to all papers which may require it; but no such

committee shall have the power or authority in reference to

amending the Articles of Incorporation (except that a committee

may, to the extent authorized in the resolution or resolutions

providing for the issuance of shares of stock adopted by the Board

of Directors fix the designations and any of the preferences or

rights of such shares relating to dividends, redemption,

dissolution, any distribution of assets of the corporation or the

conversion into, or the exchange of such shares for, shares of any

other class or classes or any other series of the same or any other

class or classes of stock of the corporation or fix the number of

shares of any series of stock or authorize the increase or decrease

of the shares of any series), adopting an agreement of merger or

consolidation, recommending to the stockholders the sale, lease or

exchange of all or substantially all of the corporation's property

and assets, recommending to the stockholders a dissolution of the

corporation or a revocation of a dissolution, or amending the

bylaws of the corporation.

(b) Other Committees. The Board of Directors may, by

resolution passed by a majority of the whole Board of Directors,

from time to time appoint such other committees as may be permitted

by law. Such other committees appointed by the Board of Directors

shall consist of one (1) or more members of the Board of Directors

and shall have such powers and perform such duties as may be

prescribed by the resolution or resolutions creating such

committees, but in no event shall such committee have the powers

denied to the Executive Committee in these Bylaws.

(c) Term. Each member of a committee of the Board of

Directors shall serve a term on the committee coexistent with such

member's term on the Board of Directors. The Board of Directors,

subject to the provisions of subsections (a) or (b) of this Bylaw

may at any time increase or decrease the number of members of a

committee or terminate the existence of a committee. The

membership of a committee member shall terminate on the date of his

death or voluntary resignation from the committee or from the Board

of Directors. The Board of Directors may at any time for any

reason remove any individual committee member and the Board of

Directors may fill any committee vacancy created by death,

resignation, removal or increase in the number of members of the

committee. The Board of Directors may designate one or more

directors as alternate members of any committee, who may replace

any absent or disqualified member at any meeting of the committee,

and, in addition, in the absence or disqualification of any member

of a committee, the member or members thereof present at any

meeting and not disqualified from voting, whether or not he or they

constitute a quorum, may unanimously appoint another member of the

Board of Directors to act at the meeting in the place of any such

absent or disqualified member.

9

(d) Meetings. Unless the Board of Directors shall otherwise

provide, regular meetings of the Executive Committee or any other

committee appointed pursuant to this Section 25 shall be held at

such times and places as are determined by the Board of Directors,

or by any such committee, and when notice thereof has been given to

each member of such committee, no further notice of such regular

meetings need be given thereafter. Special meetings of any such

committee may be held at any place which has been determined from

time to time by such committee, and may be called by any director

who is a member of such committee, upon written notice to the

members of such committee of the time and place of such special

meeting given in the manner provided for the giving of written

notice to members of the Board of Directors of the time and place

of special meetings of the Board of Directors. Notice of any

special meeting of any committee may be waived in writing at any

time before or after the meeting and will be waived by any director

by attendance thereat, except when the director attends such

special meeting for the express purpose of objecting, at the

beginning of the meeting, to the transaction of any business

because the meeting is not lawfully called or convened. A majority

of the authorized number of members of any such committee shall

constitute a quorum for the transaction of business, and the act of

a majority of those present at any meeting at which a quorum is

present shall be the act of such committee.

Section 26. Organization. At every meeting of the

directors, the Chairman of the Board of Directors, or, if a

Chairman has not been appointed or is absent, the President, or if

the President is absent, the most senior Vice President, or, in the

absence of any such officer, a chairman of the meeting chosen by a

majority of the directors present, shall preside over the meeting.

The Secretary, or in his absence, an Assistant Secretary directed

to do so by the President, shall act as secretary of the meeting.

ARTICLE V

OFFICERS

Section 27. Officers Designated. The officers of the

corporation shall include, if and when designated by the Board of

Directors, the Chairman of the Board of Directors, the Chief

Executive Officer, the President, one or more Vice Presidents, the

Secretary, the Chief Financial Officer, the Treasurer, the

Controller, all of whom shall be elected at the annual

organizational meeting of the Board of Direction. The Board of

Directors may also appoint one or more Assistant Secretaries,

Assistant Treasurers, Assistant Controllers and such other officers

and agents with such powers and duties as it shall deem necessary.

The Board of Directors may assign such additional titles to one or

more of the officers as it shall deem appropriate. Any one person

may hold any number of offices of the corporation at any one time

unless specifically prohibited therefrom by law. The salaries and

other compensation of the officers of the corporation shall be

fixed by or in the manner designated by the Board of Directors.

Section 28. Tenure and Duties of Officers.

(a) General. All officers shall hold office at the pleasure

of the Board of Directors and until their successors shall have

been duly elected and qualified, unless sooner removed. Any

officer

elected or appointed by the Board of Directors may be

removed at any time by the Board of Directors. If the office of

any officer becomes vacant for any reason, the vacancy may be

filled by the Board of Directors.

(b) Duties of Chairman of the Board of Directors. The

Chairman of the Board of Directors, when present, shall preside at

all meetings of the stockholders and the Board of Directors. The

Chairman of the Board of Directors shall perform other duties

commonly incident to his office and shall also perform such other

duties and have such other powers as the Board of Directors shall

designate from time to time. If there is no President, then the

Chairman of the Board of Directors shall also serve as the Chief

Executive Officer of the corporation and shall have the powers and

duties prescribed in paragraph (c) of this Section 28.

(c) Duties of President. The President shall preside at all

meetings of the stockholders and at all meetings of the Board of

Directors, unless the Chairman of the Board of Directors has been

appointed and is present. Unless some other officer has been

elected Chief Executive Officer of the corporation, the President

shall 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 officers of

the corporation. The President shall perform other duties commonly

incident to his office and shall also perform such other duties and

have such other powers as the Board of Directors shall designate

from time to time.

(d) Duties of Vice Presidents. The Vice Presidents may

assume and perform the duties of the President in the absence or

disability of the President or whenever the office of President is

vacant. The Vice Presidents shall perform other duties commonly

incident to their office and shall also perform such other duties

and have such other powers as the Board of Directors or the

President shall designate from time to time.

(e) Duties of Secretary. The Secretary shall attend all

meetings of the stockholders and of the Board of Directors and

shall record all acts and proceedings thereof in the minute book of

the corporation. The Secretary shall give notice in conformity

with these Bylaws of all meetings of the stockholders and of all

meetings of the Board of Directors and any committee thereof

requiring notice. The Secretary shall perform all other duties

given him in these Bylaws and other duties commonly incident to his

office and shall also perform such other duties and have such other

powers as the Board of Directors shall designate from time to time.

The President may direct any Assistant Secretary to assume and

perform the duties of the Secretary in the absence or disability of

the Secretary, and each Assistant Secretary shall perform other

duties commonly incident to his office and shall also perform such

other duties and have such other powers as the Board of Directors

or the President shall designate from time to time.

(f) Duties of Chief Financial Officer. The Chief Financial

Officer shall keep or cause to be kept the books of account of the

corporation in a thorough and proper manner and shall render

statements of the financial affairs of the corporation in such form

and as often as required by the Board of Directors or the

President. The Chief Financial Officer, subject to the order of

the Board of Directors, shall have the custody of all funds and

securities of the corporation. The Chief Financial Officer shall

perform other duties commonly incident to his office and shall also

perform such other duties and have such other powers as the Board

of Directors or the President shall designate from

time to time. The President may direct the Treasurer or any Assistant

Treasurer, or the Controller or any Assistant Controller to assume and

perform the duties of the Chief Financial Officer in the absence or

disability of the Chief Financial Officer, and each Treasurer and

Assistant Treasurer and each Controller and Assistant Controller

shall perform other duties commonly incident to his office and

shall also perform such other duties and have such other powers as

the Board of Directors or the President shall designate from time

to time.

Section 29. Delegation of Authority. The Board of

Directors may from time to time delegate the powers or duties of

any officer to any other officer or agent, notwithstanding any

provision hereof.

Section 30. Resignations. Any officer may resign at any

time by giving written notice to the Board of Directors or to the

President or to the Secretary. Any such resignation shall be

effective when received by the person or persons to whom such

notice is given, unless a later time is specified therein, in which

event the resignation shall become effective at such later time.

Unless otherwise specified in such notice, the acceptance of any

such resignation shall not be necessary to make it effective. Any

resignation shall be without prejudice to the rights, if any, of

the corporation under any contract with the resigning officer.

Section 31. Removal. Any officer may be removed from

office at any time, either with or without cause, by the

affirmative vote of a majority of the directors in office at the

time, or by the unanimous written consent of the directors in

office at the time, or by any committee or superior officers upon

whom such power of removal may have been conferred by the Board of

Directors.

ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING

OF SECURITIES OWNED BY THE CORPORATION

Section 32. Execution of Corporate Instrument. The Board

of Directors may, in its discretion, determine the method and

designate the signatory officer or officers, or other person or

persons, to execute on behalf of the corporation any corporate

instrument or document, or to sign on behalf of the corporation the

corporate name without limitation, or to enter into contracts on

behalf of the corporation, except where otherwise provided by law

or these Bylaws, and such execution or signature shall be binding

upon the corporation.

Unless otherwise specifically determined by the Board of

Directors or otherwise required by law, promissory notes, deeds of

trust, mortgages and other evidences of indebtedness of the

corporation, and other corporate instruments or documents requiring

the corporate seal, and certificates of shares of stock owned by

the corporation, shall be executed, signed or endorsed by the

Chairman of the Board of Directors, or the President or any Vice

President, and by the Secretary or Treasurer or any Assistant

Secretary or Assistant Treasurer. All other instruments and

documents requiting the corporate signature, but not requiring the

corporate seal, may be executed as aforesaid or in such other

manner as may be directed by the Board of Directors.

All checks and drafts drawn on banks or other depositaries on

funds to the credit of the corporation or in special accounts of

the corporation shall be signed by such person .or persons as the

Board of Directors shall authorize so to do.

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 or to pledge its credit or to render

it liable for any purpose or for any amount.

Section 33. Voting of Securities Owned by the

Corporation. All stock and other securities of other corporations

owned or held by the corporation for itself, or for other parties

in any capacity, shall be voted, and all proxies with respect

thereto shall be executed, by the person authorized so to do by

resolution of the Board of Directors, or, in the absence of such

authorization, by the Chairman of the Board of Directors, the Chief

Executive Officer, the President, or any Vice President.

ARTICLE VII

SHARES OF STOCK

Section 34. Form and Execution of Certificates.

Certificates for the shares of stock of the corporation shall be in

such form as is consistent with the Articles of Incorporation and

applicable law. Every holder of stock in the corporation shall be

entitled to have a certificate signed by or in the name of the

corporation by the Chairman of the Board of Directors, or the

President or any Vice President and by the Treasurer or Assistant

Treasurer or the Secretary or Assistant Secretary, certifying the

number of shares owned by him in the corporation. Any or all of

the signatures on the certificate may be facsimiles. In case any

officer, transfer agent, or registrar who has signed or whose

facsimile signature has been placed upon a certificate shall have

ceased to be such officer, transfer agent, or registrar before such

certificate is issued, it may be issued with the same effect as if

he were such officer, transfer agent, or registrar at the date of

issue. Each certificate shall state upon the face or back thereof,

in full or in summary, all of the powers, designations,

preferences, and rights, and the limitations or restrictions of the

shares authorized to be issued or shall, except as otherwise

required by law, set forth on the face or back a statement that the

corporation will furnish without charge to each stockholder who so

requests the powers, designations, preferences and relative,

participating, optional, or other special rights of each class of

stock or series thereof and the qualifications, limitations or

restrictions of such preferences and/or rights. Within a

reasonable time after the issuance or transfer of uncertificated

stock, the corporation shall send to the registered owner thereof a

written notice containing the information required to be set forth

or stated on certificates pursuant to this section or otherwise

required by law or with respect to this section a statement that

the corporation will furnish without charge to each stockholder who

so requests the powers, designations, preferences and relative

participating, optional or other special rights of each class of

stock or series thereof and the qualifications, limitations or

restrictions of such preferences and/or rights. Except as

otherwise expressly provided by law, the rights and obligations of

the holders of certificates representing stock of the same class

and series shall be identical.

Section 35. Lost Certificates. A new certificate or

certificates shall be issued in place of any certificate or

certificates theretofore issued by the corporation alleged to have

been lost, stolen, or destroyed, upon the making of an affidavit of

that fact by the person claiming the certificate of stock to be

lost, stolen, or destroyed. The corporation may require, as a

condition precedent to the issuance of a new certificate or

certificates, the owner of such lost, stolen, or destroyed

certificate or certificates, or his legal representative, to

advertise the same in such manner as it shall require or to give

the corporation a surety bond in such form and amount as it may

direct as indemnity against any claim that may be made against the

corporation with respect to the certificate alleged to have been

lost, stolen, or destroyed.

Section 36. Transfers.

(a) Transfers of record of shares of stock of the corporation

shall be made only upon its books by the holders thereof, in person

or by attorney duly authorized, and upon the surrender of a

properly endorsed certificate or certificates for a like number of

shares.

(b) The corporation shall have power to enter into and

perform any agreement with any number of stockholders of any one or

more classes of stock of the corporation to restrict the transfer

of shares of stock of the corporation of any one or more classes

owned by such stockholders in any manner not prohibited by the

General Corporation Law of Nevada.

Section 37. Fixing Record Dates.

(a) In order that the corporation may determine the

stockholders entitled to notice of or to vote at any meeting of

stockholders or any adjournment thereof, the Board of Directors may

fix, in advance, a record date, which record date shall not precede

the date upon which the resolution fixing the record date is

adopted by the Board of Directors, and which record date shall not

be more than sixty (60) nor less than ten (10) days before the date

of such meeting. If no record date is fixed by the Board of

Directors, the record date for determining stockholders entitled to

notice of or to vote at a meeting of stockholders shall be at the

close of business on the day next preceding the day on which notice

is given, or if notice is waived, at the close of business on the

day next preceding the day on which the meeting is held. A

determination of stockholders of record entitled to notice of or to

vote at a meeting of stockholders shall apply to any adjournment of

the meeting; provided, however, that the Board of Directors may fix

a new record date for the adjourned meeting.

(b) In order that the corporation may determine the

stockholders entitled to receive payment of any dividend or other

distribution or allotment of any rights or the stockholders

entitled to exercise any rights in respect of any change,

conversion or exchange of stock, or for the purpose of any other

lawful action, the Board of Directors may fix, in advance, a record

date, which record date shall not precede the date upon which the

resolution fixing the record date is adopted, and which record date

shall be not more than sixty (60) days prior to such action. If no

record date is filed, the record date for determining stockholders

for any such purpose shall be at the close of business on the day

on which the Board of Directors adopts the resolution relating

thereto.

Section 38. Registered Stockholders. The corporation shall

be entitled to recognize the exclusive right of a person registered

on its books as the owner of shares to receive dividends, and

to vote as such owner, and shall not be bound to recognize any

equitable or other claim to or interest in such share or shares on

the part of any other person whether or not it shall have express

or other notice thereof, except as otherwise provided by the laws

of Nevada.

ARTICLE VIII

OTHER SECURITIES OF THE CORPORATION

Section 39. Execution of Other Securities. All bonds,

debentures and other corporate securities of the corporation, other

than stock certificates (covered in Section 34), may be signed by

the Chairman of the Board of Directors, the President or any Vice

President, or such other person as may be authorized by the Board

of Directors, and the corporate seal impressed thereon or a

facsimile of such seal imprinted thereon and attested by the

signature of the Secretary or an Assistant Secretary, or the Chief

Financial Officer or Treasurer or an Assistant Treasurer; provided,

however, that where any such bond, debenture or other corporate

security shall be authenticated by the manual signature, or where

permissible facsimile signature, of a trustee under an indenture

pursuant to which such bond, debenture or other corporate security

shall be issued, the signatures of the persons signing and

attesting the corporate seal on such bond, debenture or other

corporate security may be the imprinted facsimile of the signatures

of such persons. Interest coupons appertaining to any such bond,

debenture or other corporate security, authenticated by a trustee

as aforesaid, shall be signed by the Treasurer or an Assistant

Treasurer of the corporation or such other person as may be

authorized by the Board of Directors, or bear imprinted thereon the

facsimile signature of such person. In case any officer who shall

have signed or attested any bond, debenture or other corporate

security, or whose facsimile signature shall appear thereon or on

any such interest coupon, shall have ceased to be such officer

before the bond, debenture or other corporate security so signed or

attested shall have been delivered, such bond, debenture or other

corporate security nevertheless may be adopted by the corporation

and issued and delivered as though the person who signed the same

or whose facsimile signature shall have been used thereon had not

ceased to be such officer of the corporation.

ARTICLE IX

DIVIDENDS

Section 40. Declaration of Dividends. Dividends upon the

capital stock of the corporation, subject to the provisions of the

Articles of Incorporation, if any, may be declared by the Board of

Directors pursuant to law at any regular or special meeting.

Dividends may be paid in cash, in property, or in shares of the

capital stock, subject to the provisions of the Articles of

Incorporation.

Section 41. Dividend Reserve. Before payment of any

dividend, there may be set aside out of any funds of the

corporation available for dividends such sum or sums as the Board

of Directors from time to time, in their absolute discretion, think

proper as a reserve or reserves to meet contingencies, or for

equalizing dividends, or for repairing or maintaining any property

of the corporation, or for such other purpose as the Board of

Directors shall think conducive to the interests of the

corporation, and the Board of Directors may modify or abolish any

such reserve in the manner in which it was created.

ARTICLE X

FISCAL YEAR

Section 42. Fiscal Year. The fiscal year of the corporation

shall be fixed by resolution of the Board of Directors.

ARTICLE XI

INDEMNIFICATION

Section 43. Indemnification of Directors, Executive Officers,

Other Officers, Employees and Other Agents.

(a) Directors Officers. The corporation shall indemnify its

directors and officers to the fullest extent not prohibited by the

Nevada General Corporation Law; provided, however, that the

corporation may modify the extent of such indemnification by

individual contracts with its directors and officers; and,

provided, further, that the corporation shall not be required to

indemnify any director or officer in connection with any proceeding

(or part thereof) initiated by such person unless (i) such

indemnification is expressly required to be made by law, (ii) the

proceeding was authorized by the Board of Directors of the

corporation, (iii) such indemnification is provided by the

corporation, in its sole discretion, pursuant to the powers vested

in the corporation under the Nevada General Corporation Law or (iv)

such indemnification is required to be made under subsection (d).

(b) Employees and Other Agents. The corporation shall have

power to indemnify its employees and other agents as set forth in

the Nevada General Corporation Law.

(c) Expense. The corporation shall advance to any person who

was or is a party or is threatened to be made a party to any

threatened, pending or completed action, suit or proceeding,

whether civil, criminal, administrative or investigative, by reason

of the fact that he is or was a director or officer, of the

corporation, or is or was serving at the request of the corporation

as a director or executive officer of another corporation,

partnership, joint venture, trust or other enterprise, prior to the

final disposition of the proceeding, promptly following request

therefor, all expenses incurred by any director or officer in

connection with such proceeding upon receipt of an undertaking by

or on behalf of such person to repay said mounts if it should be

determined ultimately that such person is not entitled to be

indemnified under this Bylaw or otherwise.

Notwithstanding the foregoing, unless otherwise determined

pursuant to paragraph (e) of this Bylaw, no advance shall be made

by the corporation to an officer of the corporation (except by

reason of the fact that such officer is or was a director of the

corporation in which event this paragraph shall not apply) in any

action, suit or proceeding, whether civil, criminal, administrative

or investigative,

if a determination is reasonably and promptly

made (i) by the Board of Directors by a majority vote of a quorum

consisting of directors who were not parties to the proceeding, or

(ii) if such quorum is not obtainable, or, even if obtainable, a

quorum of disinterested directors so directs, by independent legal

counsel in a written opinion, that the facts known to the decision-

making party at the time such determination is made demonstrate

clearly and convincingly that such person acted in bad faith or in

a manner that such person did not believe to be in or not opposed

to the best interests of the corporation.

(d) Enforcement. Without the necessity of entering into an

express contract, all rights to indemnification and advances to

directors and officers under this Bylaw shall be deemed to be

contractual rights and be effective to the same extent and as if

provided for in a contract between the corporation and the director

or officer. Any right to indemnification or advances granted by

this Bylaw to a director or officer shall be enforceable by or on

behalf of the person holding such right in any court of competent

jurisdiction if (i) the claim for indemnification or advances is

denied, in whole or in part, or (ii) no disposition of such claim

is made within ninety (90) days of request therefor. The claimant

in such enforcement action, if successful in whole or in part,

shall be entitled to be paid also the expense of prosecuting his

claim. In connection with any claim for indemnification, the

corporation shall be entitled to raise as a defense to any such

action that the claimant has not met the standard of conduct that

make it permissible under the Nevada General Corporation Law for

the corporation to indemnify the claimant for the amount claimed.

In connection with any claim by an officer of the corporation

(except in any action, suit or proceeding, whether civil, criminal,

administrative or investigative, by reason of the fact that such

officer is or was a director of the corporation) for advances, the

corporation shall be entitled to raise a defense as to any such

action clear and convincing evidence that such person acted in bad

faith or in a manner that such person did not believe to be in or

not opposed in the best interests of the corporation, or with

respect to any criminal action or proceeding that such person acted

without reasonable cause to believe that his conduct was lawful.

Neither the failure of the corporation (including its Board of

Directors, independent legal counsel or its stockholders) to have

made a determination prior to the commencement of such action that

indemnification of the claimant is proper in the circumstances

because he has met the applicable standard of conduct set forth in

the Nevada General Corporation Law, nor an actual determination by

the corporation (including its Board of Directors, independent

legal counsel or its stockholders) that the claimant has not met

such applicable standard of conduct, shall be a defense to the

action or create a presumption that claimant has not met the

applicable standard of conduct. In any suit brought by a director

or officer to enforce a right to indemnification or to an

advancement of expenses hereunder, the burden of proving that the

director or officer is not entitled to be indemnified, or to such

advancement of expenses, under this Article XI or otherwise shall

be on the corporation.

(e) Non-Exclusivity of Rights. The rights conferred on any

person by this Bylaw shall not be exclusive of any other right

which such person may have or hereafter acquire under any statute,

provision of the Articles of Incorporation, Bylaws, agreement, vote

of stockholders or disinterested directors or otherwise, both as to

action in his official capacity and as to action in another

capacity while holding office. The corporation is specifically

authorized to enter into individual contracts with any or all of

its directors, officers, employees or agents respecting

indemnification and advances, to the fullest extent not prohibited

by the Nevada General Corporation Law.

(f) Survival of Rights. The rights conferred on any person

by this Bylaw shall continue as to a person who has ceased to be a

director, officer, employee or other agent and shall inure to the

benefit of the heirs, executors and administrators of such a

person.

(g) Insurance. To the fullest extent permitted by the Nevada

General Corporation Law, the corporation, upon approval by the

Board of Directors, may purchase insurance on behalf of any person

required or permitted to be indemnified pursuant to this Bylaw.

(h) Amendments. Any repeal or modification of this Bylaw

shall only be prospective and shall not affect the rights under

this Bylaw in effect at the time of the alleged occurrence of any

action or omission to act that is the cause of any proceeding

against any agent of the corporation.

(i) Saving Clause. If this Bylaw or any portion hereof shall

be invalidated on any ground by any court of competent

jurisdiction, then the corporation shall nevertheless indemnify

each director and officer to the full extent not prohibited by any

applicable portion of this Bylaw that shall not have been

invalidated, or by any other applicable law.

(j) Certain Definitions. For the purposes of this Bylaw, the

following definitions shall apply:

(i) The term "proceeding" shall be broadly construed and

shall include, without limitation, the investigation,

preparation, prosecution, defense, settlement, arbitration and

appeal of, and the giving of testimony in, any threatened,

pending or completed action, suit or proceeding, whether

civil, criminal, administrative or investigative.

(ii) The term "expenses" shall be broadly construed and

shall include, without limitation, court costs, attorneys'

fees, witness fees, fines, amounts paid in settlement or

judgment and any other costs and expenses of any nature or

kind incurred in connection with any proceeding.

(iii) The term the "corporation" shall include, in

addition to the resulting corporation, any constituent

corporation (including any constituent of a constituent)

absorbed in a consolidation or merger which, if its separate

existence had continued, would have had power and authority to

indemnify its directors, officers, and employees or agents, so

that any person who is or was a director, officer, employee or

agent of such constituent corporation, or is or was serving at

the request of such constituent corporation as a director,

officer, employee or agent or another corporation,

partnership, joint venture, trust or other enterprise, shall

stand in the same position under the provisions of this Bylaw

with respect to the resulting or surviving corporation as he

would have with respect to such constituent corporation if its

separate existence had continued.

(iv) References to a "director," "executive officer,"

"officer," "employee," or "agent" of the corporation shall

include, without limitation, situations where such person is

serving at the request of the corporation as, respectively, a

director, executive officer, officer, employee, trustee or

agent of another corporation, partnership, joint venture,

trust or other enterprise.

(v) References to "other enterprises" shall include

employee benefit plans; references to "fines" shall include

any excise taxes assessed on a person with respect to an

employee benefit plan; and references to "serving at the

request of the corporation" shall include any service as a

director, officer, employee or agent of the corporation which

imposes duties on, or involves services by, such director,

officer, employee, or agent with respect to an employee

benefit plan, its participants, or beneficiaries; and a person

who acted in good faith and in a manner he reasonably believed

to be in the interest of the participants and beneficiaries of

an employee benefit plan shall be deemed to have acted in a

manner "not opposed to the best interests of the corporation"

as referred to in this Bylaw.

ARTICLE XII

NOTICES

Section 44. Notices.

(a) Notice to Stockholders. Whenever, under any provisions

of these Bylaws, notice is required to be given to any stockholder,

it shall be given in writing, timely and duly deposited in the

United States mail, postage prepaid, and addressed to his last

known post office address as shown by the stock record of the

corporation or its transfer agent.

(b) Notice to directors. Any notice required to be given to

any director may be given by the method stated in subsection (a),

or by facsimile, telex or telegram, except that such notice other

than one which is delivered personally shall be sent to such

address as such director shall have filed in writing with the

Secretary, or, in the absence of such filing, to the last known

post office address of such director.

(c) Affidavit of Mailing. An affidavit of mailing, executed

by a duly authorized and competent employee of the corporation or

its transfer agent appointed with respect to the class of stock

affected, specifying the name and address or the names and

addresses of the stockholder or stockholders, or director or

directors, to whom any such notice or notices was or were given,

and the time and method of giving the same, shall in the absence of

fraud, be prima facie evidence of the facts therein contained.

(d) Time Notices Deemed Given. All notices given by mail, as

above provided, shall be deemed to have been given as at the time

of mailing, and all notices given by facsimile, telex or telegram

shall be deemed to have been given as of the sending time recorded

at time of transmission.

(e) Methods of Notice. It shall not be necessary that the

same method of giving notice be employed in respect of all

directors, but one permissible method may be employed in respect of

any one or more, and any other permissible method or methods may be

employed in respect of any other or others.

(f) Failure to Receive Notice. The period or limitation of

time within which any stockholder may exercise any option or right,

or enjoy any privilege or benefit, or be required to act,

or within which any director may exercise any power or right, or

enjoy any privilege, pursuant to any notice sent him ill the manner

above provided, shall not be affected or extended in any manner by

the failure of such stockholder or such director to receive such

notice.

(g) Notice to Person with Whom Communication Is Unlawful.

Whenever notice is required to be given, under any provision of law

or of the Articles of Incorporation or Bylaws of the corporation,

to any person with whom communication is unlawful, the giving of

such notice to such person shall not be require and there shall be

no duty to apply to any governmental authority or agency for a

license or permit to give such notice to such person. Any action

or meeting which shall be taken or held without notice to any such

person with whom communication is unlawful shall have the same

force and effect as if such notice had been duly given. In the

event that the action taken by the corporation is such as to

require the filing of a certificate under any provision of the

Nevada General Corporation Law, the certificate shall state, if

such is the fact and if notice is required, that notice was given

to all persons entitled to receive notice except such persons with

whom communication is unlawful.

(h) Notice to Person with Undeliverable Address. Whenever

notice is required to be given, under any provision of law or the

Articles of Incorporation or Bylaws of the corporation, to any

stockholder to whom (i) notice of two consecutive annual meetings,

and all notices of meetings or of the taking of action by written

consent without a meeting to such person during the period between

such two consecutive annual meetings, or (ii) all, and at least

two, payments (if sent by first class mail) of dividends or

interest on securities during a twelve-month period, have been

mailed addressed to such person at his address as shown on the

records of the corporation and have been returned undeliverable,

the giving of such notice to such person shall not be required.

Any action or meeting which shall be taken or held without notice

to such person shall have the same force and effect as if such

notice had been duly given. If any such person shall deliver to

the corporation a written notice setting forth his then current

address, the requirement that notice be given to such person shall

be reinstated. In the event that the action taken by the

corporation is such as to require the filing of a certificate under

any provision of the Nevada General Corporation Law, the

certificate need not state that notice was not given to persons to

whom notice was not required to be given pursuant to this

paragraph.

ARTICLE XII

AMENDMENTS

Section 45. Amendments.

The Board of Directors shall have the power to adopt, amend,

or repeal Bylaws as set forth in the Articles of Incorporation.

ARTICLE XIV

LOANS TO OFFICERS

Section 46. Loans to Officers. The corporation may lend

money to, or guarantee any obligation of, or otherwise assist any

officer or other employee of the corporation or of its

subsidiaries, including any officer or employee who is a Director

of the corporation or its subsidiaries, whenever, in the judgment

of the Board of Directors, such loan, guarantee or assistance may

reasonably be expected to benefit the corporation. The loan,

guarantee or other assistance may be with or without interest and

may be unsecured, or secured in such manner as the Board of

Directors shall approve, including, without limitation, a pledge of

shares of stock of the corporation. Nothing in these Bylaws shall

be deemed to deny, limit or restrict the powers of guaranty or

warranty of the corporation at common law or under any statute.

ARTICLE XV

RESTRICTIONS ON SHARE TRANSFER

Section 47. Restrictions on Share Transfer. The Company will

be governed by each of the following restrictions:

(A) No shares may be transferred except with the prior

approval of the directors, who may in their absolute discretion

refuse to register the transfer of any shares, such approval to be

evidenced by a resolution of the directors;

(B) There shall not be any invitation to the public to

subscribe for any shares or debt obligations of the Company.

(C) The number of shareholders of the Company exclusive of:

(I) persons who are in the employment of the Company or

of an affiliate of the Company;

(II) persons who, having formerly been in the employment

of the Company or an affiliate of the Company,

were, while in that employment, shareholders of the

Company and have continued to be shareholders of

the Company after termination of that employment,

is limited to not more than 50 persons, two or more

persons who are joint registered owners of one or more

shares being counted as one shareholder.

Declared as the By-Laws of Tenantwiz Software Corp. as of the 21st day

of May, 2007.

/s/ Robert Kanaat

Signature of Officer: ________________________

Name of Officer: ROBERT KANAAT

Position of Officer: PRESIDENT AND DIRECTOR

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