ADOPTED AS OF MAY 10, 2005

                                     BYLAWS

                                       OF

                      INTERAMERICAN ACQUISITION GROUP INC.

                                    ARTICLE I
                                     OFFICES
                                     -------

         1.1 Registered Office. The registered office of InterAmerican
Acquisition Group Inc. (the "Corporation") in the State of Delaware shall be
established and maintained at 1209 Orange Street, City of Wilmington, County of
New Castle, State of Delaware and The Corporation Trust Company shall be the
registered agent of the Corporation in charge thereof.

         1.2 Offices. The Corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors of the
Corporation (the "Board of Directors") may from time to time determine or the
business of the Corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS
                            ------------------------

         2.1 Place of Meetings. All meetings of the stockholders shall be held
at such time and place, either within or without the State of Delaware, as shall
be designated from time to time by the Board of Directors and stated in the
notice of the meeting or in a duly executed waiver of notice thereof.

         2.2 Annual Meetings. The annual meeting of stockholders shall be held
on such date and at such time as may be fixed by the Board of Directors and
stated in the notice of the meeting, for the purpose of electing directors and
for the transaction of only such other business as is properly brought before
the meeting in accordance with these Bylaws (the "Bylaws").

         Written notice of an annual meeting stating the place, date and hour of
the meeting, shall be given to each stockholder entitled to vote at such meeting
not less than ten (10) nor more than sixty (60) days before the date of the
annual meeting.

         To be properly brought before the annual meeting, business must be
either (i) specified in the notice of annual meeting (or any supplement or
amendment thereto) given by or at the direction of the Board of Directors, (ii)
otherwise brought before the annual meeting by or at the direction of the Board
of Directors, or (iii) otherwise properly brought before the annual meeting by a
stockholder. In addition to any other applicable



                                        1



requirements, 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 less than sixty (60) days nor more than ninety (90) days prior
to the meeting; provided, however, that in the event that less than seventy (70)
days notice or prior public disclosure of the date of the annual meeting is
given or made to stockholders, notice by a stockholder, to be timely, must be
received no later than the close of business on the tenth (10th) day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure was made, whichever first occurs. A stockholder's notice
to the Secretary shall set forth (a) as to each matter the stockholder proposes
to bring before the annual meeting (i) a brief description of the business

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