BY-LAWS OF

(a California Corporation)

PETS AND PEOPLE, INC.

ARTICLE I

OFFICES

Section 1. Principal Office.

The principal office for the transaction of the business of the corporation in California is hereby fixed at principal office at 5312 Ironwood Street, Rancho Palos Verdes, Ca. 90274. The board of directors is hereby granted full power and authority to change said principal office from one location to another in said county. Any such change shall be noted on the By-Laws by the secretary, opposite this section, or this section may be amended to state the new location.

Section 2. Other Offices.

Branch or subordinate offices may at any time be established by the board of directors at any place or places where the corporation is qualified to do business.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Place of Meetings.

All annual meetings of the shareholders shall be held at the principal office of the corporation, and all other meetings of shareholders shall be held either at the principal office or at any other place within or without the State of California which may be designated either by the board of directors pursuant to authority hereinafter granted to said board, or by the written consent of all persons entitled to vote thereat, given either before or after the meeting and filed with the secretary of the corporation.

Section 2. Annual Meetings.

The annual meetings of shareholders shall be held on March 15, provided, however, that should said day fall upon a legal holiday, then any such annual meeting of shareholders shall be held at the same time and place on the next day thereafter ensuing which is a full business day. At such meetings directors shall be elected, reports of the affairs of the corporation shall be considered, and any other business may be transacted which is within the powers of the shareholders.

Written notice of each annual meeting shall be given to each shareholder entitled to vote, either personally or by mail or other means of written communication, charges prepaid, addressed to such shareholder at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice. If a shareholder gives no address, notice by mail or other means of written communication addressed to the place where the principal office of the corporation is situated, or if published at least once in some newspaper of general

1

circulation in the county in which said office is located. All such notices shall be sent to each shareholder entitled thereto not less than 15 days before each annual meeting. Such notices shall specify the place, the day and the hour of such meeting and shall state such other matters, if any, as may be expressly required by statute.

Section 3. Special Meetings.

Special meetings of the shareholders, for any purpose or purposes whatsoever, may be called at any time by the president, or by any vice-president, or by the board of directors, or by one or more shareholders holding not less than one-fifth of the voting power of the corporation. Except in special cases where other express provision is made by statute, notice of such special meetings shall be given in the same manner as for annual meetings of shareholders. Notices of any special meeting shall specify, in addition to the place, day and hour of such meeting, the general nature of the business to be transacted.

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