BYLAWS

                                       OF

                   FIR LANE TERRACE CONVALESCENT CENTER, INC.



                                   ARTICLE I

                                PLACE OF BUSINESS



                  Section 1. PRINCIPAL LOCATION. The principal office of the

corporation for the transaction of business shall be at such location as the

Board of Directors shall determine from time to time.



                  Section 2. ADDITIONAL OFFICES. Additional business offices may

be established at such other places as the Board of Directors may from time to

time designate.



                                   ARTICLE II

                                    DIRECTORS



                  Section 1. INITIAL BOARD OF DIRECTORS. Each member of the

Initial Board of Directors, appointed through the Articles of Incorporation,

shall serve until his death, resignation, until removed, or until a Board of

Directors is elected by the shareholders at the first shareholders meeting.



                  Section 2. NUMBER. The number of authorized Directors of the

Corporation shall be not less than 1 nor more than 15, fixed from time to time

by the Shareholder. The Directors shall be elected at the annual meeting of the

Shareholders and each Director shall be elected to serve until his successor

shall be elected and shall qualify.



                  Section 3. TERM. The directors shall be elected at the annual

meeting of shareholders and each director shall be elected to serve for a term

of one (1) year; provided that in the event of failure to hold such meeting or

to hold such election at such meeting, the directors may be elected at any

special meeting of the stockholders called for that purpose.



                  Section 4. QUORUM. A majority of the directors shall

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

of the directors present at any meeting at which a quorum is present shall be

the act of the Board of Directors.



                  Section 5. NOTICES. Regular meetings of the Board of Directors

may be held without notice of the time, date, location or purpose of the

meeting. Special meetings shall be preceded by at least two days notice of the

time, date and location of said meeting. Any notice of a meeting required to be

given or which may be given to a director shall be personally served or mailed

by United States Mail, postage prepaid, properly addressed to the last known

address of such director and, if mailed, shall be deemed to be given and

received three (3) days following the date of mailing. Any director may waive

notice of any meeting, so long as said waiver is in writing, signed by the

director entitled to notice and delivered to the corporation for inclusion in

the minutes of the corporation. Notwithstanding the foregoing, attendance of a

director at a meeting shall constitute a waiver of notice of such meeting except

where the director attends a meeting for the express purpose of objecting to the

transaction of any business because the meeting is not lawfully called or

convened and where said director does not thereafter vote









<PAGE>





for or assent to any action taken at the said meeting. 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.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC