(State or other jurisdiction

of incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

Article II, Section 6. Notice of Shareholder Meetings: Mail notice at least 10 days and not more than 50 days prior to meeting. In the event a quorum not be present, the meeting may be adjourned for a period not to exceed sixty (60) days; and no further notice of the meeting or its adjournment shall be required.

Section 2.5. Mail notice at least 10 days and not more than 60 days prior to meeting. If adjourned not more than 60 days, it is not necessary to give notice of adjournment.

Quorum and

Adjournment:

Section 2.8(b). In any uncontested election of directors, each person receiving a majority of the votes shall be deemed elected. In any contested election of directors, each person receiving a plurality of the votes cast, up to the number of directors to be elected in such election, shall be deemed elected. The Board may, but need not, establish policies and procedures regarding the nomination, election and resignation of directors.

Section 2.8 (c) As to each matter submitted to a vote of shareholders (other than the election of directors), such matter shall be decided by a majority of votes cast.

Shareholder

Nominations for

Director and Notice of Business:

Chairman of

Shareholder Meeting:

Not addressed.

Section 2.11. The Board or the person presiding at a stockholder meeting may request to appoint one or more inspectors to determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies. Inspectors shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and shall do such acts as are proper to conduct the election or vote with fairness to all stockholders.

Action without

Meeting:

Section 2.14. Permits action without a meeting of the shareholders, whether annual or special, without a meeting, without prior notice and without a vote, if consent in writing setting forth the action is signed by the shareholders holding a majority of the voting power, unless a different proportion of voting power is required for such action at the meeting. Prompt notice of the taking of such action without a meeting by less than unanimous consent, shall be given to Shareholders who have not consented.

Section 2.15. A copy, facsimile or other reliable reproduction of a consent in writing may be substituted for original.

Election and Term of Director:

Filling Vacancies, Resignation and Removal (Directors):

Article III, Section 2. Vacancies: Directors remain for a term of one (1) year, and are removed only when their successors are elected and qualify. Unfilled vacancies may be filled by the vote of a majority of the remaining directors, or at a special meeting of the stockholders called for such purpose.

Resignation. Not addressed. 

Sections 3.2, Resignations: Any director may resign at any time.

Section 3.3, Vacancies: Except in the instance of removal, vacancies may be appointed by a majority vote of the remaining directors.

Section 3.4, Removal: Removal of any director with or without cause by affirmative vote of 2/3 of the voting power, and the vacancies created, may be filled, at a meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the shareholders.

Qualifications:

Article IV, Section 7. Executive Committee: The Board of Directors may by resolution, designate two (2) or more directors to constitute an executive committee, which may exercise all of the authority of the Board of Directors in the management of the Company.

Section 3.8. The Board may, by resolution, designate one (1) or more committees consisting of one (1) or more directors of the Company. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, but no such committee shall have the power or authority in reference to amending the Articles, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Company’s property and assets, recommending to the stockholders a dissolution of the Company or a revocation of a dissolution, or amending the Bylaws of the Company, or declare a dividend or to authorize the issuance of stock.

Article III, Section 3. Regular meetings: Regular meetings of the Board may be held with or without notice as determined by resolution.

Section 3.9. Regular meetings. There is no requirement of additional notice in the event regular meeting is changed. Annual meeting may be held at the day and place where the annual shareholder meeting is held, without notice.

Not addressed.

Section 3.11. Unless otherwise restricted by the Articles of the Company, the Board shall have the authority to fix the compensation of the directors and officers of the Company.

Filling Vacancies, Resignation and Removal (Officers):

Article IV, Section 1. Removal Officers may be removed by the Board of Directors at any time.

Resignations. Not addressed.

Section 6. Vacancies. In the event of a vacancy of any office of the Company, directors may choose, by a majority vote, a successor to hold office for the

unexpired term of the officer.

Section 4.2, Removal: Any officer elected or appointed by the Board may be removed by the Board with or without cause.

Sections 4.3 Resignations: Any officer may resign at any time.

Section 4.4, Vacancies: Except in the instance of removal, vacancies may be appointed by a majority vote of the remaining directors.

Article V, Section 1. Stock: The Board of Directors shall have power and authority to take all such rules and regulations as they deem expedient concerning the issue, transfer, and registration of certificates for shares of the capital stock of the Company. The Board of Directors may appoint a Transfer Agent and/or a Registrar and may require all stock certificates to bear the signature of such Transfer Agent and/or Registrar.

Section 6.1. Certificates Representing Shares: Certificates are to be signed by the CEO and Secretary or Assistant Secretary or the Treasurer or Assistant Treasurer and may be sealed. There is no requirement that the certificate bear the corporate seal and it is no longer prima facie invalid if it is not signed and sealed.

Bylaw Provision Prior to

Amendment and Restatement

Not addressed.

Section 6.9 The Company elects not to be governed by the provisions of Section 78.378 through Section 78.3793, inclusive, of the NRS, including, with respect to the acquisition of 30,000,000 shares of common stock of the Corporation by West Of Hudson Group, Inc., a Delaware corporation.

Fractional Share

Interests:

Not addressed.

Forum Selection;

Attorney’s Fees

Lost, Destroyed, Stolen

and Mutilated

Certificates:

Registered

Shareholders:

Stock of Other

Corporations:

Indemnification

& Insurance

Article VIII. Indemnification: Provides for the Indemnification of the Company’s officers and directors. Exceptions apply for negligence or misconduct.

Article VII. Bylaws may be altered, amended, or repealed by resolution of the majority of the Board.

Section 9. Bylaws may be altered or repealed and Bylaws may be made at any annual meeting of the stockholders or at any special meeting by the affirmative vote of a majority of the voting power of the capital stock issued and outstanding, or by the affirmative vote of a majority of the Board at any regular meeting of the Board, or at any special meeting of the Board, so long as notice is provided of such action prior to the meeting.

Amir Ben-Yohanan

Chief Executive Officer