MSM Imperial Investment Group

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MSM IMPERIAL INVESTMENT GROUP, INC.
AMENDED AND REASTATED
BYLAWS

ARTICLE I

SHAREHOLDERS

1.1 Annual Meeting. The annual meeting of the shareholders of the Corporation for the election of directors and for the transaction of such other business as properly may be submitted to such annual meeting, shall be held at the hour and on the date designated by the Board of Directors or an authorized committee of the Board of Directors if any chosen and active, such date to be within 120 days of the end of the fiscal year.

1.2 Special Meetings. TThe Board of Directors or Chairman of the Board or an authorized committee of the Board of Directors if chosen and active may call special meetings of the shareholders of the Corporation, for any purpose or purposes, at any time.

1.3 Place of Meetings. The Board of Directors or an authorized committee of the Board if chosen and active shall hold meetings of shareholders at such place within or without the State of Nevada as determined, pursuant to proper notice.

1.4 Notice. Written or electronic notice of each shareholders' meeting stating the date, time, and place and, in case of a special meeting, the purpose(s) for which such meeting is called, shall be given by the Corporation not less than ten (10) (unless a greater period of notice is required by law in a particular case) nor more than sixty (60) days prior to the date of the meeting, to each shareholder of record, to the shareholder's address as it appears on the current record of shareholders of the Corporation.

1.5 Quorum of Shareholders. A majority of the voting power, which includes the voting power that is present in person or by proxy, regardless of whether the proxy has authority to vote on all matters, constitutes a quorum at a meeting of stockholders for the transaction of business unless the action to be taken at the meeting shall require a greater proportion. The stockholders present may adjourn the meeting despite the absence of a quorum.

1.6 Adjournment. A majority of the shares represented at the meeting, even if less than a quorum, may adjourn the meeting from time to time. At such reconvened meeting at which a quorum is present any business may be transacted at the meeting as originally notified. If a meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if a new date, time, or place is announced at the meeting before adjournment; however, if a new record date for the adjourned meeting is or must be fixed in accordance with General Corporation Law, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date.

1.7 Record Date and Transfer Books. For the purpose of determining shareholders who are entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a record date for any such determination of shareholders, such date in any case to be not more than seventy (70) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is fixed for such purposes, the date on which notice of the meeting is given or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned more than one hundred twenty (120) days after the date is fixed for the original meeting.

1.8 Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make at least ten (10) days before each meeting of shareholders a complete record of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged by any applicable voting groups and in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder or any shareholder's agent during the whole time of the meeting for the purposes thereof.

1.9 Proxy Representation. At any meeting of stockholders, any stockholder may designate another person(s) to act for him/her by proxy in any manner described in, or otherwise authorized by, the provisions of Section 78.355 of the General Corporation Law.

1.10 Organization of Meeting. The officer designated by the Chairman of the Board (or in the absence of a designation by the Chairman of the Board, any other officer designated by the Board of Directors) may call any meeting of shareholders to order. The Secretary of the Corporation, if present at any meeting of its shareholders, shall act as the Secretary of such meeting. If the Secretary is absent from any such meeting, the Chairman of such meeting may appoint a Secretary for the meeting.

1.11 Order of Business. The Chairman of a meeting of shareholders, determined in accordance with Section 1.10, shall have discretion to establish the order of business for such meeting subject to any specific order established by the Board of Directors.

1.12 Voting. Unless otherwise provided by law, the Articles of Incorporation or these Bylaws or any rule or regulation of any stock exchange or regulatory body applicable to the Corporation, any question brought before any meeting of stockholders, other than the election of directors, shall be decided by the affirmative vote of the holders of a majority of the votes of shares of capital stock present in person or represented by proxy at the meeting and entitled to vote on the question, voting as a single class. Every reference in these Bylaws to a majority or other proportion of shares, or a majority or other proportion of the votes of shares, of capital stock shall refer to such majority or other proportion of the votes to which such shares of capital stock are entitled as provided in the Articles of Incorporation or bylaws. Votes of stockholders entitled to vote at a meeting of stockholders may be cast in person or by proxy but no proxy shall be voted on or after eleven (11) months from its date, unless such proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in such officerís discretion, may require that any votes cast at such meeting shall be cast by written ballot.

1.13 No Action by Consent of Stockholders in Lieu of Meeting. Any action required or permitted to be taken by the stockholders of the Corporation may be effected only at a duly called annual or special meeting of such holders and may not be effected by a consent in writing by such holders in lieu of such a meeting.

1.14 Nomination of Directors. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided in this bylaws or any resolution taken by the board of directors of the Corporation, to nominate and elect a specified number of directors in certain circumstances.

Nominations of persons for election to the Board of Directors may be made at any annual meeting of stockholders (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 1.14 and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 1.14

In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

To be timely, a stockholderís notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the later of (i) ninety (90) days prior to the anniversary date of the immediately preceding annual meeting of stockholders and (ii) 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 of the date of the annual meeting was made, whichever first occurs.

To be in proper written form, a stockholderís notice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the ìExchange Actî), and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 1.14. If the chairman of the annual meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

ARTICLE II

DIRECTORS

2.1 Election - Term of Office. In the election of directors, a plurality of the votes cast shall elect directors to hold office until the next annual meeting of the shareholders and until their respective successors are elected and qualified. If, for any reason, the directors shall not have been elected at any annual meeting, they may be elected at a special meeting of shareholders called for that purpose in the manner provided by these Bylaws.

2.2 Number and General Powers. The business and affairs of the Corporation shall be managed by a Board of not less than three directors or more than eleven directors. The number of directors may at any time be increased or decreased by resolution of the Board of Directors or by the shareholders at the annual meeting. Directors need not be shareholders of the Corporation or residents of the State of Nevada, Directors may exercise all such powers as provided herein, without limiting this general power, authorize the issuance of shares of stock, upon such terms and conditions as the board may deem lawful and proper, borrow and incur indebtedness for corporate purposes, execute and deliver notes, bonds, evidences of indebtedness, mortgages, or other security for any such indebtedness, and do all such lawful acts and things as are required and permitted by applicable law, to be exercised or done by these Bylaws.

2.3 Vacancies. Any vacancies and newly created directorships resulting from any increase in the authorized number of directors shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, unless for any reason there are no directors in office in which case they shall be filled by a special election by shareholders.

2.4 Regular Meetings. Meetings of the Board of Directors shall be held at such places, and at such times as the Board may determine, and, if so determined, no notice thereof need be given. A regular meeting of the Board of Directors may be held without notice immediately after the annual meeting of shareholders at the same place at which such meeting was held.

2.5 Special Meetings. Special meetings of the Board of Directors may be held at any time or place upon the call of a majority of directors, the Chairman or the President.

2.6 Notice. No notice is required for regular meetings of the Board of Directors. Notice of special meetings of the Board of Directors, stating the date, time, and place thereof, shall be given in a manner described in Section 4.2 Article IV at least two (2) days prior to the date of the meeting. The purpose of the meeting need not be given in the notice.

2.7 Waiver of Notice. A director may waive notice of a special meeting of the Board of Directors either before or after the meeting, and such waiver shall be deemed to be the equivalent of giving notice. The waiver must be in given in accordance with the requirements of written or electronic notice in Section 4.2 Article IV. Attendance or participation of a director at a meeting shall constitute waiver of notice of that meeting unless said director attends or participates for the express purpose of objecting to the transaction of business because the meeting has not been lawfully called or convened.

2.8 Quorum of Directors. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business, but if at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum shall have been obtained. When a quorum is present at any meeting, a majority of the members present shall decide any question brought before such meeting, except as otherwise provided by the Articles of Incorporation or by these Bylaws.

2.9 Adjournment. A majority of the directors present, even if less than a quorum may adjourn a meeting and continue it to a later time. Notice of the adjourned meeting or of the business to be transacted thereat, other than by announcement, shall not be necessary. At any adjourned meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting as originally called.

2.10 Action By Consent. Any action that may be taken at a meeting of the directors may be taken without a meeting is consent in writing, setting forth the action so taken, shall be signed by all the directors.

2.11 Manner Of Acting. The act of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.

2.12 Standard Of Care; Liability. Each director shall exercise such powers and otherwise perform such duties in good faith, in the matter which the director believes to be in the best interests of the Corporation and with such care, including reasonable inquiry using ordinary care and prudence as a person in a like position would use under similar circumstances. In performing his of her duties, each director shall be entitled to rely on information, opinions, reports of statements, including financial statements of data prepared or presented by (i) one or more officers or employees of the Corporation which the director believes to be reliable and competent; (ii) counsel, independent accountants of similar outside experts; (iii) a committee of the board on which the director in not a member unless the director has reason to believe after reasonable inquiry that reliance on the report is not warranted.

2.13 Written Action. Any action required or permitted to be taken at a meeting of the board of directors or of any committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all the members of the board or of the committee, as the case may be.

2.14 Resignation. Any director of the Corporation may resign at any time by giving written notice to the Board of Directors, the Chairman, the President, or the Secretary of the Corporation. Any such resignation is effective when the notice is delivered, unless the notice specifies a later effective date.

2.15 Removal. A director may only be removed for cause, such removal to be by the affirmative vote of the shares representing a majority of the votes entitled to be cast by the Voting Stock. For purposes of these Bylaws, Voting Stock shall mean the then outstanding shares of capital stock entitled to vote generally in the election of directors and shall exclude any class or series of capital stock only entitled to vote in the event of dividend arrearages thereon, whether or not at the time of determination there are any dividend arrearages. Unless the Board of Directors has made a determination that removal is in the best interests of the Corporation (in which case the following definition shall not apply), ìcauseî for removal of a director shall be deemed to exist only if (i) the director whose removal is proposed has been convicted, or when a director is granted immunity to testify when another has been convicted, of a felony by a court of competent jurisdiction and such conviction is no longer subject to direct appeal; (ii) such director has been found by the affirmative vote of a majority of the directors then in office at any regular or special meeting of the Board of Directors called for that purpose, or by a court of competent jurisdiction to have been guilty of willful misconduct in the performance of his duties to the Corporation in a matter of substantial importance to the Corporation; or (iii) such director has been adjudicated by a court of competent jurisdiction to be mentally incompetent, which mental incompetency directly affects his ability as a director of the Corporation. Notwithstanding the foregoing, whenever holders of outstanding shares of one or more series of Preferred Stock are entitled to elect directors of the Corporation pursuant to the provisions applicable in the case of arrearages in the payment of dividends or other defaults contained in the resolution or resolutions of the Board of Directors providing for the establishment of any such series, any such director of the Corporation so elected may be removed in accordance with the provisions of such resolution or resolutions.

2.16 Compensation. The Board of Directors shall have the sole authority to fix the amount of compensation of directors.

2.17 Committees. TThe Board of Directors, by resolution adopted by a majority of the full Board, may designate from among its members one or more committees, each of which:

Shall have two (2) or more members
Shall be governed by the same rules regarding meetings, action without meetings, notice, and waiver of notice, and quorum and voting requirements as applied to the Board; and
To the extent provided in such resolution, shall have and may exercise all the authority of the Board, except no such committee shall have the authority to:

Authorize or approve a distribution except according to a general formula or method prescribed by the Board;
Approve or propose to shareholders action which the NBCA requires to be approved by shareholders;
Fill vacancies on the Board or on any of its committees;
Amend the Articles of Incorporation;
Adopt, amend, or repeal the Bylaws;
Approve a plan of merger not requiring shareholder approval; or

Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations on a class or series of shares, except that the Board may authorize a committee, or a senior executive officer of the Corporation, to do so within limits specifically prescribed by the Board.

ARTICLE III

OFFICERS

3.1 General. The officers of the Corporation shall be chosen by the Board of Directors and shall be a Chairman (who must be a director), a President, a Secretary and a CFO and one or more Vice Presidents, Assistant Secretaries, Assistant CFO and other officers; provided that for so long as the Employment Agreements are in effect, the Board of Directors, subject to their fiduciary duties, shall elect the Chairman of the Board as specified therein. Any number of offices may be held by the same person, unless otherwise prohibited by law or the Articles of Incorporation. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board, need such officers be directors of the Corporation.

3.2 Election. The Board of Directors, at its first meeting held after each annual meeting of stockholders, shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier death, resignation or removal. Subject to Section 3.11 of this Article III, any officer elected by the Board of Directors may be removed at any time by the affirmative vote of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

3.3 Chairman of The Board Of Directors. The Chairman of the board of directors is the active executive officer of the corporation. The Chairman of the Board of Directors has general charge and supervision over the activities and operations of the Corporation. The Chairman of the Board shall preside at meetings of the Board and of the Corporationís stockholders. The Chairman shall work on external stockholder relations (community, state, federal and foreign governments), business development (growth) initiatives, and the creation of an outstanding and cohesive Board of Directors; and shall have such other executive responsibilities as the Chairman may agree. The Chairman shall recommend to the Board of Directors the long-range strategic plan for the Corporation, major acquisitions and divestitures, and major changes to the Corporationís capital structure. With respect to all other matters, the Chairman shall arrange the agenda for meetings of the Board of Directors, and shall arrange for other executives and advisors to report to the Board.

3.4 President. The President shall have general responsibility for the management of the Corporation as provided in these Bylaws, reporting directly to the Board of Directors. The President shall have all the customary duties and responsibilities of such office, and all of the Corporationís executive officers shall report directly to him or indirectly to him through another such executive officer who reports to him.

3.5 Vice-President. In the absence of the president or in the event of the presidentís death, or inability or refusal to act, the Vice-President shall perform the duties of the president, and when so acting, shall have all the powers of, and be subject to all the restrictions upon the president. In addition, the vice-president shall perform such other duties as may be assigned to him or her from time to time by the board.

3.6 Secretary. The secretary shall (i) keep the minutes of the shareholder and the board of directorsí meetings in one or more books maintained for that purpose; (ii) provide for the giving of notices required by these bylaws or by law; (iii) be custodian of the corporate records and of the Corporate seal (unless otherwise directed by resolution of the board of directors); (iv) keep a register of the mailing address of each shareholder, which shall be furnished to the secretary by each shareholder; (v) sign with the president or vice-president certificates of the Corporationís shares of stock, the issuance of which shall have been authorized by resolution of the board of directors; (vi) have general charge of the stock transfer books of the Corporation; and (vii) perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the president or the board.

3.7 Assistant Secretaries. Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of the Secretaryís disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

3.8 Corporate Financial Officer (CFO). The CFO shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The CFO shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chairman and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as CFO and of the financial condition of the Corporation. If required by the Board of Directors, the CFO shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of the CFO and for the restoration to the Corporation, in case of the CFOís death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the CFOís possession or under the CFOís control belonging to the Corporation.

3.9 Assistant CFO. Assistant CFO, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chairman, the President, any Vice President, if there be one, or the CFO, and in the absence of the CFO or in the event of the CFOís disability or refusal to act, shall perform the duties of the CFO, and when so acting, shall have all the powers of and be subject to all the restrictions upon the CFO. If required by the Board of Directors, an Assistant CFO shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Assistant CFO and for the restoration to the Corporation, in case of the Assistant CFOís death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Assistant CFOís possession or under the Assistant CFOís control belonging to the Corporation.

3.10 Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

3.11 Succession Arrangements.

(a) Notwithstanding any other provision of these Bylaws, the election of individual to the position of Chairman of the Board shall be as specifically provided for in the Employment Agreement between the Corporation and Manuel Ser-Manukyan, dated as of September 9, 2001 (the ìEmployment Agreementî), and (1) the election of any other individual to such position, or (2) the removal or replacement of Manuel Ser-Manukyan from Chairman positions, shall require a unanimous vote of the entire Board of Directors.
Any amendment to, modification or termination by the Company of, the Employment Agreement by the Corporation and any amendment, alteration or repeal of, or the adoption of any provision inconsistent with, Section 3.3, or 3.11 of this Article III by the Board of Directors, shall require a unanimous vote of the entire Board of Directors.
This Section 3.11 will terminate at the earlier of (1) the first date on which Manuel Ser-Manukyan remains employed under the relevant Employment Agreement dated September 9, 2001.

ARTICLE IV

SPECIAL MEASURES APPLYING TO MEETINGS OF SHAREHOLDERS, THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

4.1 Use of Communications Equipment. Meetings of the shareholders, the Board of Directors and committees of the Board may be effectuated by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other during the meeting. Participation by such means shall constitute presence in person at such meeting.

4.2 Oral, Written and Electronic Notice. Terms used in this Bylaw shall be as defined in the GCL. Oral notice may be communicated in person or by telephone, wire or wireless equipment that does not transmit a facsimile of the notice. Oral notice is effective when communicated if communicated in a comprehensible manner. Written notice may be transmitted by mail, private carrier, or personal delivery; telegraph or teletype; or telephone, wire, or wireless equipment that transmits a facsimile of the notice and provides the transmitter with an electronically generated receipt. Written notice is effective at the earliest of the following: (a) when received; (b) five (5) days after its deposit in the U.S. mail if mailed with first-class postage, to the address as it appears on the current records of the Corporation; (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. Written notice to a shareholder is effective (a) when mailed, if mailed with first class postage prepaid; and (b) when dispatched, if prepaid, by air courier. Notices to directors and shareholders from the Corporation and from directors and shareholders to the Corporation may be provided in an electronic transmission which contains or is accompanied by information from which it can be reasonably verified that the transmission was authorized by the shareholder or by the shareholderís attorney-in-fact. Subject to contrary provisions of any General Corporation Law, notice to shareholders or directors in an electronic transmission shall be effective only with respect to shareholders and directors that have consented, in the form of a record, to receive electronically transmitted notices and that have designated in the consent the address, location, or system to which these notices may be electronically transmitted and with respect to a notice that otherwise complies with any other requirements of the NBCA and any applicable federal law. A shareholder or director who has consented to receipt of electronically transmitted notices may revoke this consent by delivering a revocation to the Corporation in the form of a record. The consent of any shareholder or director is revoked if (a) the Corporation is unable to electronically transmit two consecutive notices given by the Corporation in accordance with the consent, and (b) this inability becomes known to the Secretary, the transfer agent, or any other person responsible for giving the notice. The inadvertent failure by the Corporation to treat this inability as a revocation does not invalidate any meeting or other action.

ARTICLE V

STOCK

5.1 Certificates Representing Stock. Every holder of stock in the corporation shall be entitled to have a certificates signed by, or in the name of, the corporation President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation or by agents designated by the Board of Director, certifying the number of shares owned by him or her in the corporation and setting fourth any additional statements that may be required by the General Corporation Law of the State of Nevada (General Corporation Law). If any such certificate is countersigned or otherwise authenticated by the transfer agent or transfer clerk, and registrar, a facsimile of the signature of the officers, the transfer agent or the transfer clerk or the registrar of the corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on any certificate(s) shall cease to be such officer(s) of the corporation before such certificate(s) shall have been delivered by the corporation, the certificate(s) may nevertheless be adopted by the corporation and be issued and delivered as though the person(s) who signed such certificate(s), or whose facsimile signature(s) shall have been used thereon, had not cased to be such officer(s) of the corporation. Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, the certificates representing stock of any such class or series shall set forth thereon the statements prescribed by the General Corporation law. Any restrictions of the transfer or registration of transfer of any shares of stock of

5.2 Signatures. Any or all of the signatures on a certificate may be a facsimile. 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 by the Corporation with same effect as if such person were such officer, transfer agent or registrar at the date of issue.

5.3 Fractional Share Interests. The corporation is not obliged to but may execute and deliver a certificate for or including a fraction of a share. In lieu of executing and delivering a certificate for a fraction of a share, the corporation may proceed in the manner prescribed by the provisions of the General Corporation Law.

5.4 Stock Transfer. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, of by his or her attorney thereunto authorized by power of attorney dually executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and on surrender of the certificate(s) for such shares of stock properly endorsed and the payment of all taxes, if any, due thereon.

5.5 Rules and Regulations Concerning the Issue, Transfer and Registration of Shares. The Board of Directors shall have power and authority to make all such rules and regulations as the Board may deem proper or expedient concerning the issue, transfer and registration of shares of stock. In case of the loss, mutilation, or destruction of a certificate of stock, a duplicate certificate may be issued upon such terms, as the Board of Directors shall authorize. The Board of Directors shall have power and authority to appoint from time to time one or more transfer agents and registrar of the shares of stock.

5.6 Shares without Certificates. The Board of Directors may authorize the issue of some or all of the shares without certificates. Within a reasonable time after the issue or transfer of shares without certificates, the Corporation shall send the shareholder a written statement of the information required on certificates by the NBCA

ARTICLE VI

BOOKS AND RECORDS

6.1 Books of Accounts, Minutes, and Share Register. Except as otherwise provided by law the Corporation:

hall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the Board without a meeting, and a record of all actions taken by a committee of the Board exercising the authority of the Board on behalf of the Corporation;
Shall maintain appropriate accounting records;
Or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each; and
Shall keep a copy of the following records at its principal office:

The Articles or Restated Articles of Incorporation and all amendments to them currently in effect;
The Bylaws or Restated Bylaws and all amendments to them currently in effect;
The minutes of all shareholders' meetings, for the past three (3) years;
Its financial statements for the past three (3) years, including balance sheets showing in reasonable detail the financial condition of the Corporation as of the close of each fiscal year, and an income statement showing the results of its operations during each fiscal year prepared on the basis of generally accepted accounting principles or, if not, prepared on a basis explained therein;
All communications to shareholders generally within the past three (3) years;
A list of the names and business addresses of its current directors and officers; and
Its most recent annual report delivered to the Secretary of State of Nevada

6.2 Copies of Resolutions. Any person dealing with the Corporation may rely upon a copy of any of the records of the proceedings, resolutions, or votes of the Board of Directors or shareholders, when certified by the Secretary, an assistant secretary, or other officer authorized by the Board.

ARTICLE VII

CONTRACTS, LOANS, CHECKS, AND DEPOSITS

7.1 Contracts.The board may authorize any officer, employee, or agent to enter into any contract, or execute and deliver any instrument, in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

7.2 Loans. No loans shall be contracted on behalf of the Corporation, and no evidences of indebtedness shall be issued in its name, unless authorized by a resolution of the board. Such authority may be general or confined to specific instances.

7.3 Checks, Drafts. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer, officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by board resolution.

7.4 Deposits. ll funds of the Corporation not otherwise employed shall be deposited from time to time to credit of the Corporation in such banks, trust companies, or other depositories as the board selects from time to time.

ARTICLE VIII

INDEMNIFICATION; INTERESTED PARTIES; INSURANCE

8.1 Indemnification. The Corporation shall indemnify to the fullest extent permitted by the Nevada Business Corporation Act any director, officer, employee, agent, or any other person who has been made, of is threatened to be made, a party to an action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise (Including an action, suit, or proceeding by or in the right of the Corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation, or a fiduciary within the meaning of any federal, state of local law or regulation. The right to and amount of indemnification shall be determined in accordance with provisions of the Nevada Business Corporation Act in effect at the time of the determination.

8.2 Interested Parties. A director of the Corporation shall not be disqualified by the directorís office from contracting with the corporation as vendor, purchaser, or otherwise; nor shall any contract or arrangement entered into by or on behalf of the Corporation in which any director is in any way interested be avoided in that account, provided that such contract or arrangement shall have been approved or ratified by a majority of the board without counting in such majority the interested director, although such detector may by counted toward a quorum, or shall have been approved or ratified by the affirmative action of the holders of a majority of the outstanding shares of the Corporation and the interest shall have been disclosed or known to the approving or ratifying directors or shareholders.

8.3 Insurance. The Corporation may upon a determination by the board purchase and maintain insurance on behalf of any agent of the Corporation, including its directors, officers and employees, against any liability which might be asserted against or incurred by the agent in such capacity, or which might arise out of the agentís status as such, whether or not the Corporation would have the power to indemnify the agent under Section 8.1.

ARTICLE IX

CORPORATE SEAL OR STAMP

9.1 Corporate Seal Or Stamp. The corporate seal or stamp shall be in such from as the Board of Directors may prescribe.

ARTICLE X

FISCAL YEAR

10.1 Fiscal Year. The fiscal year of the corporation shall be August, and shall be subject to change Tim-to-time, by the resolution of the Board of Directors.

ARTICLE XI

CONTROL OVER BYLAWS

11.1 Control Over Bylaws. The powers conferred by Articles of Incorporation, the Board of Directors is expressly authorized to make, adopt, repeal, alter, amend, and rescind the bylaws of the Corporation by a resolution adopted by a majority of the directors.

I Hereby Certify that the foregoing is a full, true, and correct copy of the amended and restated bylaws of MSM IMPERIAL INVESTMENT GROUP, INC., a Nevada corporation, as in effect on the date hereof.

WITNESS my hand and the seal or stamp of the corporation.

Corporate Chairman: ________________________________

Date: 12/07/2007

(SEAL)