Exhibit 3.2

                                     BYLAWS
                                       OF
                           TREASURE EXPLORATIONS INC.
                              A NEVADA CORPORATION


                                   ARTICLE 1.
                                   DEFINITIONS

1.1  DEFINITIONS. Unless the context clearly requires otherwise, in these
     Bylaws:

     a.   "BOARD" means the board of directors of the Company.
     b.   "BYLAWS" means these bylaws as adopted by the Board and includes
          amendments subsequently adopted by the Board or by the Stockholders.
     c.   "ARTICLES OF INCORPORATION" means the Articles of Incorporation of
          Treasure Explorations Inc., as filed with the Secretary of State of
          the State of Nevada and includes all amendments thereto and
          restatements thereof subsequently filed.
     d.   "COMPANY" means Treasure Explorations Inc., a Nevada corporation.
     e.   "SECTION" refers to sections of these Bylaws.
     f.   "STOCKHOLDER" means stockholders of record of the Company.

1.2  OFFICES. The title of an office refers to the person or persons who at any
     given time perform the duties of that particular office for the Company.

                                    ARTICLE 2
                                     OFFICES

2.1  PRINCIPAL OFFICE. The Company may locate its principal office within or
     without the state of incorporation as the Board may determine.

2.2  REGISTERED OFFICE. The registered office of the Company required by law to
     be maintained in the state of incorporation may be, but need not be, the
     same as the principal place of business of the Company. The Board may
     change the address of the registered office from time to time.

2.3  OTHER OFFICES. The Company may have offices at such other places, either
     within or without the state of incorporation, as the Board may designate or
     as the business of the Company may require from time to time.

                                   ARTICLE 3.
                            MEETINGS OF STOCKHOLDERS

3.1  ANNUAL MEETINGS. The annual meeting of the stockholders shall be held on
     the 31st day of May, each year, beginning with the 2007, at the hour of 1
     o'clock p.m., or at such other tie on such other day within such month as
     shall be fixed by the Board of Directors, for the purpose of electing
     directors and for the transaction of such other business as may come before
     the meeting. If the day fixed for the annual meeting shall be a legal
     holiday in the State of Nevada, such meeting shall be held on the next
     succeeding business day.

3.2  SPECIAL MEETINGS. The Board, the Chairman of the Board, the President or a
     committee of the Board duly designated and whose powers and authority
     include the power to call meetings may call special meetings of the
     Stockholders of the Company at any time for any purpose or purposes.
     Special meetings of the Stockholders of the Company may also be called by
     the holders of at least 30% of all shares entitled to vote at the proposed
     special meeting.

3.3  PLACE OF MEETINGS. The Stockholders shall hold all meetings at such places,
     within or without the State of Texas, as the Board or a committee of the
     Board shall specify in the notice or waiver of notice for such meetings.

3.4  NOTICE OF MEETINGS. Except as otherwise required by law, the Board or a
     committee of the Board shall give notice of each meeting of Stockholders,
     whether annual or special, not less than 10 nor more than 50 days before
     the date of the meeting. The Board or a committee of the Board shall
     deliver a notice to each Stockholder entitled to vote at such meeting by
     delivering a typewritten or printed notice thereof to him personally, or by
     depositing such notice in the United States mail, in a postage prepaid
     envelope, directed to him at his address as it appears on the records of
     the Company, or by transmitting a notice thereof to him at such address by
     telegraph, telecopy, cable or wireless. If mailed, notice is given on the
     date deposited in the United States mail, postage prepaid, directed to the
     Stockholder at his address as it appears on the records of the Company. An
     affidavit of the Secretary or an Assistant Secretary or of the Transfer
     Agent of the Company that he has given notice shall constitute, in the
     absence of fraud, prima facie evidence of the facts stated therein.

     a.   Every notice of a meeting of the Stockholders shall state the place,
          date and hour of the meeting and, in the case of a special meeting,
          also shall state the purpose or purposes of the meeting. Furthermore,
          if the Company will maintain the list at a place other than where the
          meeting will take place, every notice of a meeting of the Stockholders
          shall specify where the Company will maintain the list of Stockholders
          entitled to vote at the meeting.

3.5  STOCKHOLDER NOTICE. Subject to the Articles of Incorporation, the
     Stockholders who intend to nominate persons to the Board of Directors or
     propose any other action at an annual meeting of Stockholders must timely
     notify the Secretary of the Company of such intent. To be timely, a
     Stockholder's notice must be delivered to or mailed and received at the
     principal executive offices of the Company not less than 50 days nor more
     than 90 days prior to the date of such meeting; provided, however, that in
     the event that less than 75 days' notice of the date of the meeting is
     given or made to Stockholders, notice by the Stockholder to be timely must
     be received not later than the close of business on the 15th day following
     the date on which such notice of the date of the annual meeting was mailed.
     Such notice must be in writing and must include a:

     (i)  a brief description of the business desired to the brought before the
          annual meeting and the reasons for conducting such business at the
          meeting;
     (ii) the name and record address of the Stockholder proposing such
          business;
     (iii) the class, series and number of shares of capital stock of the
          Company which are beneficially owned by the Stockholder; and,
     (iv) any material interest of the Stockholder in such business. The Board
          of Directors reserves the right to refuse to submit any such proposal
          to stockholders at an annual meeting if, in its judgment, the
          information provided in the notice is inaccurate or incomplete.

3.6  WAIVER OF NOTICE. Whenever these Bylaws require written notice, a written
     waiver thereof, signed by the person entitled to notice, whether before or
     after the time stated therein, shall constitute the equivalent of notice.
     Attendance of a person at any meeting shall constitute a waiver of notice
     of such meeting, except when the person attends the meeting for the express
     purpose of objecting, at the beginning of the meeting, to the transaction
     of any business because the meeting is not lawfully called or convened. No
     written waiver of notice need specify either the business to be transacted
     at, or the purpose or purposes of any regular or special meeting of the
     Stockholders, directors or members of a committee of the Board.

3.7  ADJOURNMENT OF MEETING. When the Stockholders adjourn a meeting to another
     time or place, notice need not be given of the adjourned meeting if the
     time and place thereof are announced at the meeting at which the
     adjournment is taken. At the adjourned meeting, the Stockholders may
     transact any business which they may have transacted at the original

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     meeting. If the adjournment is for more than 30 days or, if after the
     adjournment, the Board or a committee of the Board fixes a new record date
     for the adjourned meeting, the Board or a committee of the Board shall give
     notice of the adjourned meeting to each Stockholder of record entitled to
     vote at the meeting.

3.8  QUORUM. Except as otherwise required by law, the holders of a majority of
     all of the shares of the stock entitled to vote at the meeting, present in
     person or by proxy, shall constitute a quorum for all purposes at any
     meeting of the Stockholders. In the absence of a quorum at any meeting or
     any adjournment thereof, the holders of a majority of the shares of stock
     entitled to vote who are present, in person or by proxy, or, in the absence
     therefrom of all the Stockholders, any officer entitled to preside at, or
     to act as secretary of, such meeting may adjourn such meeting to another
     place, date or time.

     If the chairman of the meeting gives notice of any adjourned special
     meeting of Stockholders to all Stockholders entitled to vote thereat,
     stating that the minimum percentage of stockholders for a quorum as
     provided by Nevada law shall constitute a quorum, then, except as otherwise
     required by law, that percentage at such adjourned meeting shall constitute
     a quorum and a majority of the votes cast at such meeting shall determine
     all matters.

3.9  ORGANIZATION. Such person as the Board may have designated or, in the
     absence of such a person, the highest ranking officer of the Company who is
     present shall call to order any meeting of the Stockholders, determine the
     presence of a quorum, and act as chairman of the meeting. In the absence
     the Secretary or an Assistant Secretary of the Company, the chairman shall
     appoint someone to act as the secretary of the meeting.

3.10 CONDUCT OF BUSINESS. The chairman of any meeting of Stockholders shall
     determine the order of business and the procedure at the meeting, including
     such regulations of the manner of voting and the conduct of discussion as
     he deems in order.

3.11 LIST OF STOCKHOLDERS. At least 10 days before every meeting of
     Stockholders, the Secretary shall prepare a list of the Stockholders
     entitled to vote at the meeting or any adjournment thereof, arranged in
     alphabetical order, showing the address of each Stockholder and the number
     of shares registered in the name of each Stockholder. The Company shall
     make the list available for examination by any Stockholder for any purpose
     germane to the meeting, during ordinary business hours, for a period of at
     least 10 days prior to the meeting, either at a place within the city where
     the meeting will take place or at the place designated in the notice of the
     meeting.

     The Secretary shall produce and keep the list at the time and place of the
     meeting during the entire duration of the meeting, and any Stockholder who
     is present may inspect the list at the meeting. The list shall constitute
     presumptive proof of the identity of the Stockholders entitled to vote at
     the meeting and the number of shares each Stockholder holds.

     A determination of Stockholders entitled to vote at any meeting of
     Stockholders pursuant to this Section shall apply to any adjournment
     thereof.

3.12 FIXING OF RECORD DATE. For the purpose of determining Stockholders entitled
     to notice of or to vote at any meeting of Stockholders or any adjournment
     thereof, or Stockholders entitled to receive payment of any dividend, or in
     order to make a determination of Stockholders for any other proper purpose,
     the Board or a committee of the Board may fix in advance a date as the
     record date for any such determination of Stockholders. However, the Board
     shall not fix such date, in any case, more than 50 days nor less than 10
     days prior to the date of the particular action.

     If the Board or a committee of the Board does not fix a record date for the
     determination of Stockholders entitled to notice of or to vote at a meeting
     of Stockholders, the record date shall be at the close of business on the
     day next preceding the day on which notice is given or if notice is waived,
     at the close of business on the day next preceding the day on which the
     meeting is held or the date on which the Board adopts the resolution
     declaring a dividend.

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3.13 VOTING OF SHARES. Each Stockholder shall have one vote for every share of
     stock having voting rights registered in his name on the record date for
     the meeting. The Company shall not have the right to vote treasury stock of
     the Company, nor shall another corporation have the right to vote its stock
     of the Company if the Company holds, directly or indirectly, a majority of
     the shares entitled to vote in the election of directors of such other
     corporation. Persons holding stock of the Company in a fiduciary capacity
     shall have the right to vote such stock. Persons who have pledged their
     stock of the Company shall have the right to vote such stock unless in the
     transfer on the books of the Company the pledgor expressly empowered the
     pledgee to vote such stock. In that event, only the pledgee, or his proxy,
     may represent such stock and vote thereon.

     A plurality of the votes of the shares present in person or represented by
     proxy at the meeting and entitled to vote shall determine all elections
     and, except when the law or Articles of Incorporation requires otherwise,
     the affirmative vote of a majority of the shares present in person or
     represented by proxy at the meeting and entitled to vote shall determine
     all other matters. Where a separate vote by a class or classes is required,
     a majority of the outstanding shares of such class or classes, present in
     person or represented by proxy, shall constitute a quorum entitled to take
     action with respect to that vote on that matter and the affirmative vote of
     the majority of shares of such class or classes present in person or
     represented by proxy at the meeting shall be the act of such class.

     The Stockholders may vote by voice vote on all matters. Upon demand by a
     Stockholder entitled to vote, or his proxy, the Stockholders shall vote by
     ballot. In that event, each ballot shall state the name of the Stockholder
     or proxy voting, the number of shares voted and such other information as
     the Company may require under the procedure established for the meeting.

3.14 INSPECTORS. At any meeting in which the Stockholders vote by ballot, the
     chairman may appoint one or more inspectors. Each inspector shall take and
     sign an oath to execute the duties of inspector at such meeting faithfully,
     with strict impartiality, and according to the best of his ability. The
     inspectors shall ascertain the number of shares outstanding and the voting
     power of each; determine the shares represented at a meeting and the
     validity of proxies and ballots; count all votes and ballots; determine and
     retain for a reasonable period a record of the disposition of any
     challenges made to any determination by the inspectors; and certify their
     determination of the number of shares represented at the meeting, and their
     count of all votes and ballots. The certification required herein shall
     take the form of a subscribed, written report prepared by the inspectors
     and delivered to the Secretary of the Company. An inspector need not be a
     Stockholder of the Company, and any officer of the Company may be an
     inspector on any question other than a vote for or against a proposal in
     which he has a material interest.

3.15 PROXIES. A Stockholder may exercise any voting rights in person or by his
     proxy appointed by an instrument in writing, which he or his authorized
     attorney-in-fact has subscribed and which the proxy has delivered to the
     secretary of the meeting pursuant to the manner prescribed by law.

     A proxy is not valid after the expiration of 13 months after the date of
     its execution, unless the person executing it specifies thereon the length
     of time for which it is to continue in force (which length may exceed 12
     months) or limits its use to a particular meeting. Each proxy is
     irrevocable if it expressly states that it is irrevocable and if, and only
     as long as, it is coupled with an interest sufficient in law to support an
     irrevocable power.

     The attendance at any meeting of a Stockholder who previously has given a
     proxy shall not have the effect of revoking the same unless he notifies the
     Secretary in writing prior to the voting of the proxy.

3.16 ACTION BY CONSENT. Any action required to be taken at any annual or special
     meeting of stockholders of the Company or any action which may be taken at
     any annual or special meeting of such stockholders, may be taken without a
     meeting, without prior notice and without a vote, if a consent or consents
     in writing setting forth the action so taken, shall be signed by the
     holders of outstanding stock having not less than the minimum number of
     votes that would be necessary to authorize or take such action at a meeting

                                       4

     at which all shares entitled to vote thereon were present and voted and
     shall be delivered to the Company by delivery to its registered office, its
     principal place of business, or an officer or agent of the Company having
     custody of the book in which proceedings of meetings of stockholders are
     recorded. Delivery made to the Company's registered office shall be by hand
     or by certified or registered mail, return receipt requested.

     Every written consent shall bear the date of signature of each stockholder
     who signs the consent, and no written consent shall be effective to take
     the corporate action referred to therein unless, within 50 days of the
     earliest dated consent delivered in the manner required by this section to
     the Company, written consents signed by a sufficient number of holders to
     take action are delivered to the Company by delivery to its registered
     office, its principal place of business or an officer or agent of the
     Company having custody of the book in which proceedings of meetings of
     stockholders are recorded. Delivery made to the Company's registered office
     shall be by hand or by certified or registered mail, return receipt
     requested.

     Prompt notice of the taking of the corporate action without a meeting by
     less than unanimous written consent shall be given to those stockholders
     who have not consented in writing.

                                   ARTICLE 4.
                               BOARD OF DIRECTORS

4.1  GENERAL POWERS. The Board shall manage the property, business and affairs
     of the Company.

4.2  NUMBER. The number of directors who shall constitute the Board shall equal
     not less than one nor more than 9, as the Board may determine by resolution
     from time to time.

4.3  ELECTION OF DIRECTORS AND TERM OF OFFICE. The Stockholders of the Company
     shall elect the directors at the annual or adjourned annual meeting (except
     as otherwise provided herein for the filling of vacancies). Each director
     shall hold office until his death, resignation, retirement, removal, or
     disqualification, or until his successor shall have been elected and
     qualified.

4.4  RESIGNATIONS. Any director of the Company may resign at any time by giving
     written notice to the Board or to the Secretary of the Company. Any
     resignation shall take effect upon receipt or at the time specified in the
     notice. Unless the notice specifies otherwise, the effectiveness of the
     resignation shall not depend upon its acceptance.

4.5  REMOVAL. Stockholders holding a majority of the outstanding shares entitled
     to vote at an election of directors may remove any director or the entire
     Board of Directors at any time, with or without cause.

4.6  VACANCIES. A majority of the remaining directors, although less than a
     quorum, or a sole remaining director may fill any vacancy on the Board,
     whether because of death, resignation, disqualification, an increase in the
     number of directors, or any other cause. Any director elected to fill a
     vacancy shall hold office until his death, resignation, retirement,
     removal, or disqualification, or until his successor shall have been
     elected and qualified.

4.7  CHAIRMAN OF THE BOARD. At the initial and annual meeting of the Board, the
     directors may elect from their number a Chairman of the Board of Directors.
     The Chairman shall preside at all meetings of the Board and shall perform
     such other duties as the Board may direct. The Board also may elect a Vice
     Chairman and other officers of the Board, with such powers and duties as
     the Board may designate from time to time.

4.8  COMPENSATION. The Board may compensate directors for their services and may
     provide for the payment of all expenses the directors incur by attending
     meetings of the Board or otherwise.

                                       5

                                   ARTICLE 5.
                              MEETINGS OF DIRECTORS

5.1  REGULAR MEETINGS. The Board may hold regular meetings at such places, dates
     and times as the Board shall establish by resolution. If any day fixed for
     a meeting falls on a legal holiday, the Board shall hold the meeting at the
     same place and time on the next succeeding business day. The Board need not
     give notice of regular meetings.

5.2  PLACE OF MEETINGS. The Board may hold any of its meetings in or out of the
     State of Texas, at such places as the Board may designate, at such places
     as the notice or waiver of notice of any such meeting may designate, or at
     such places as the persons calling the meeting may designate.

5.3  MEETINGS BY TELECOMMUNICATIONS. The Board or any committee of the Board may
     hold meetings by means of conference telephone or similar
     telecommunications equipment that enable all persons participating in the
     meeting to hear each other. Such participation shall constitute presence in
     person at such meeting.

5.4  SPECIAL MEETINGS. The Chairman of the Board, the President, or one-half of
     the directors then in office may call a special meeting of the Board. The
     person or persons authorized to call special meetings of the Board may fix
     any place, either in or out of the State of Texas as the place for the
     meeting.

5.5  NOTICE OF SPECIAL MEETINGS. The person or persons calling a special meeting
     of the Board shall give written notice to each director of the time, place,
     date and purpose of the meeting of not less than three business days if by
     mail and not less than 24 hours if by telegraph or in person before the
     date of the meeting. If mailed, notice is given on the date deposited in
     the United States mail, postage prepaid, to such director. A director may
     waive notice of any special meeting, and any meeting shall constitute a
     legal meeting without notice if all the directors are present or if those
     not present sign either before or after the meeting a written waiver of
     notice, a consent to such meeting, or an approval of the minutes of the
     meeting. A notice or waiver of notice need not specify the purposes of the
     meeting or the business which the Board will transact at the meeting.

5.6  WAIVER BY PRESENCE. Except when expressly for the purpose of objecting to
     the legality of a meeting, a director's presence at a meeting shall
     constitute a waiver of notice of such meeting.

5.7  QUORUM. A majority of the directors then in office shall constitute a
     quorum for all purposes at any meeting of the Board. In the absence of a
     quorum, a majority of directors present at any meeting may adjourn the
     meeting to another place, date or time without further notice. No proxies
     shall be given by directors to any person for purposes of voting or
     establishing a quorum at a directors meetings.

5.8  CONDUCT OF BUSINESS. The Board shall transact business in such order and
     manner as the Board may determine. Except as the law requires otherwise,
     the Board shall determine all matters by the vote of a majority of the
     directors present at a meeting at which a quorum is present. The directors
     shall act as a Board, and the individual directors shall have no power as
     such.

5.9  ACTION BY CONSENT. The Board or a committee of the Board may take any
     required or permitted action without a meeting if all members of the Board
     or committee consent thereto in writing and file such consent with the
     minutes of the proceedings of the Board or committee.

                                   ARTICLE 6.
                                   COMMITTEES

6.1  COMMITTEES OF THE BOARD. The Board may designate, by a vote of a majority
     of the directors then in office, committees of the Board. The committees
     shall serve at the pleasure of the Board and shall possess such lawfully
     delegable powers and duties as the Board may confer.

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6.2  SELECTION OF COMMITTEE MEMBERS. The Board shall select by a vote of a
     majority of the directors then in office a director or directors to serve
     as the member or members of a committee. By the same vote, the Board may
     designate other directors as alternate members who may replace any absent
     or disqualified member at any meeting of a committee. In the absence or
     disqualification of any member of any committee and any alternate member in
     his place, the member or members of the committee present at the meeting
     and not disqualified from voting, whether or not he or they constitute a
     quorum, may appoint by unanimous vote another member of the Board to act at
     the meeting in the place of the absent or disqualified member.

6.3  CONDUCT OF BUSINESS. Each committee may determine the procedural rules for
     meeting and conducting its business and shall act in accordance therewith,
     except as the law or these Bylaws require otherwise. Each committee shall
     make adequate provision for notice of all meetings to members. A majority
     of the members of the committee shall constitute a quorum, unless the
     committee consists of one or two members. In that event, one member shall
     constitute a quorum. A majority vote of the members present shall determine
     all matters. A committee may take action without a meeting if all the
     members of the committee consent in writing and file the consent or
     consents with the minutes of the proceedings of the committee.

6.4  AUTHORITY. Any committee, to the extent the Board provides, shall have and
     may exercise all the powers and authority of the Board in the management of
     the business and affairs of the Company, and may authorize the affixation
     of the Company's seal to all instruments which may require or permit it.
     However, no committee shall have any power or authority with regard to
     amending the Articles of Incorporation, 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 of the Company, or amending these Bylaws of the
     Company. Unless a resolution of the Board expressly provides, no committee
     shall have the power or authority to declare a dividend, to authorize the
     issuance of stock, or to adopt a certificate of ownership and merger.

6.5  MINUTES. Each committee shall keep regular minutes of its proceedings and
     report the same to the Board when required.

                                   ARTICLE 7.
                                    OFFICERS

7.1  OFFICERS OF THE COMPANY. The officers of the Company shall consist of a
     President, a Secretary, a Treasurer and such Vice Presidents, Assistant
     Secretaries, Assistant Treasurers, and other officers as the Board may
     designate and elect from time to time. The same person may hold at the same
     time any two or more offices.

7.2  ELECTION AND TERM. The Board shall elect the officers of the Company. Each
     officer shall hold office until his death, resignation, retirement, removal
     or disqualification, or until his successor shall have been elected and
     qualified.

7.3  COMPENSATION OF OFFICERS. The Board shall fix the compensation of all
     officers of the Company. No officer shall serve the Company in any other
     capacity and receive compensation, unless the Board authorizes the
     additional compensation.

7.4  REMOVAL OF OFFICERS AND AGENTS. The Board may remove any officer or agent
     it has elected or appointed at any time, with or without cause.

7.5  RESIGNATION OF OFFICERS AND AGENTS. Any officer or agent the Board has
     elected or appointed may resign at any time by giving written notice to the
     Board, the Chairman of the Board, the President, or the Secretary of the
     Company. Any such resignation shall take effect at the date of the receipt

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     of such notice or at any later time specified. Unless otherwise specified
     in the notice, the Board need not accept the resignation to make it
     effective.

7.6  BOND. The Board may require by resolution any officer, agent, or employee
     of the Company to give bond to the Company, with sufficient sureties
     conditioned on the faithful performance of the duties of his respective
     office or agency. The Board also may require by resolution any officer,
     agent or employee to comply with such other conditions as the Board may
     require from time to time.

7.7  PRESIDENT. The President shall be the principal executive officer of the
     Company and, subject to the Board's control, shall supervise and direct all
     of the business and affairs of the Company. When present, he shall sign
     (with or without the Secretary, an Assistant Secretary, or any other
     officer or agent of the Company which the Board has authorized) deeds,
     mortgages, bonds, contracts or other instruments which the Board has
     authorized an officer or agent of the Company to execute. However, the
     President shall not sign any instrument which the law, these Bylaws, or the
     Board expressly require some other officer or agent of the Company to sign
     and execute. In general, the President shall perform all duties incident to
     the office of President and such other duties as the Board may prescribe
     from time to time.

7.8  VICE PRESIDENTS. In the absence of the President or in the event of his
     death, inability or refusal to act, the Vice Presidents in the order of
     their length of service as Vice Presidents, unless the Board determines
     otherwise, shall perform the duties of the President. When acting as the
     President, a Vice President shall have all the powers and restrictions of
     the Presidency. A Vice President shall perform such other duties as the
     President or the Board may assign to him from time to time.

7.9  SECRETARY. The Secretary shall (a) keep the minutes of the meetings of the
     Stockholders and of the Board in one or more books for that purpose, (b)
     give all notices which these Bylaws or the law requires, (c) serve as
     custodian of the records and seal of the Company, (d) affix the seal of the
     corporation to all documents which the Board has authorized execution on
     behalf of the Company under seal, (e) maintain a register of the address of
     each Stockholder of the Company, (f) sign, with the President, a Vice
     President, or any other officer or agent of the Company which the Board has
     authorized, certificates for shares of the Company, (g) have charge of the
     stock transfer books of the Company, and (h) perform all duties which the
     President or the Board may assign to him from time to time.

7.10 ASSISTANT SECRETARIES. In the absence of the Secretary or in the event of
     his death, inability or refusal to act, the Assistant Secretaries in the
     order of their length of service as Assistant Secretary, unless the Board
     determines otherwise, shall perform the duties of the Secretary. When
     acting as the Secretary, an Assistant Secretary shall have the powers and
     restrictions of the Secretary. An Assistant Secretary shall perform such
     other duties as the President, Secretary or Board may assign from time to
     time.

7.11 TREASURER. The Treasurer shall (a) have responsibility for all funds and
     securities of the Company, (b) receive and give receipts for moneys due and
     payable to the corporation from any source whatsoever, (c) deposit all
     moneys in the name of the Company in depositories which the Board selects,
     and (d) perform all of the duties which the President or the Board may
     assign to him from time to time.

7.12 ASSISTANT TREASURERS. In the absence of the Treasurer or in the event of
     his death, inability or refusal to act, the Assistant Treasurers in the
     order of their length of service as Assistant Treasurer, unless the Board
     determines otherwise, shall perform the duties of the Treasurer. When
     acting as the Treasurer, an Assistant Treasurer shall have the powers and
     restrictions of the Treasurer. An Assistant Treasurer shall perform such
     other duties as the Treasurer, the President, or the Board may assign to
     him from time to time.

7.13 DELEGATION OF AUTHORITY. Notwithstanding any provision of these Bylaws to
     the contrary, the Board may delegate the powers or duties of any officer to
     any other officer or agent.

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7.14 ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS. Unless the Board
     directs otherwise, the President shall have the power to vote and otherwise
     act on behalf of the Company, in person or by proxy, at any meeting of
     stockholders of or with respect to any action of stockholders of any other
     corporation in which the Company holds securities. Furthermore, unless the
     Board directs otherwise, the President shall exercise any and all rights
     and powers which the Company possesses by reason of its ownership of
     securities in another corporation.

7.15 VACANCIES. The Board may fill any vacancy in any office because of death,
     resignation, removal, disqualification or any other cause in the manner
     which these Bylaws prescribe for the regular appointment to such office.

                                   ARTICLE 8.
                 CONTRACTS, LOANS, DRAFTS, DEPOSITS AND ACCOUNTS

8.1  CONTRACTS. The Board may authorize any officer or officers, agent or
     agents, to enter into any contract or execute and deliver any instrument in
     the name and on behalf of the Company. The Board may make such
     authorization general or special.

8.2  LOANS. Unless the Board has authorized such action, no officer or agent of
     the Company shall contract for a loan on behalf of the Company or issue any
     evidence of indebtedness in the Company's name.

8.3  DRAFTS. The President, any Vice President, the Treasurer, any Assistant
     Treasurer, and such other persons as the Board shall determine shall issue
     all checks, drafts and other orders for the payment of money, notes and
     other evidences of indebtedness issued in the name of or payable by the
     Company.

8.4  DEPOSITS. The Treasurer shall deposit all funds of the Company not
     otherwise employed in such banks, trust companies, or other depositories as
     the Board may select or as any officer, assistant, agent or attorney of the
     Company to whom the Board has delegated such power may select. For the
     purpose of deposit and collection for the account of the Company, the
     President or the Treasurer (or any other officer, assistant, agent or
     attorney of the Company whom the Board has authorized) may endorse, assign
     and deliver checks, drafts and other orders for the payment of money
     payable to the order of the Company.

8.5  GENERAL AND SPECIAL BANK ACCOUNTS. The Board may authorize the opening and
     keeping of general and special bank accounts with such banks, trust
     companies, or other depositories as the Board may select or as any officer,
     assistant, agent or attorney of the Company to whom the Board has delegated
     such power may select. The Board may make such special rules and
     regulations with respect to such bank accounts, not inconsistent with the
     provisions of these Bylaws, as it may deem expedient.

                                   ARTICLE 9.
                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

9.1  CERTIFICATES FOR SHARES. Every owner of stock of the Company shall have the
     right to receive a certificate or certificates, certifying to the number
     and class of shares of the stock of the Company which he owns. The Board
     shall determine the form of the certificates for the shares of stock of the
     Company. The Secretary, transfer agent, or registrar of the Company shall
     number the certificates representing shares of the stock of the Company in
     the order in which the Company issues them. The President or any Vice
     President and the Secretary or any Assistant Secretary shall sign the
     certificates in the name of the Company. Any or all certificates may
     contain facsimile signatures. In case any officer, transfer agent, or
     registrar who has signed a certificate, or whose facsimile signature
     appears on a certificate, ceases to serve as such officer, transfer agent,
     or registrar before the Company issues the certificate, the Company may
     issue the certificate with the same effect as though the person who signed
     such certificate, or whose facsimile signature appears on the certificate,
     was such officer, transfer agent, or registrar at the date of issue. The
     Secretary, transfer agent, or registrar of the Company shall keep a record
     in the stock transfer books of the Company of the names of the persons,

                                       9

     firms or corporations owning the stock represented by the certificates, the
     number and class of shares represented by the certificates and the dates
     thereof and, in the case of cancellation, the dates of cancellation. The
     Secretary, transfer agent, or registrar of the Company shall cancel every
     certificate surrendered to the Company for exchange or transfer. Except in
     the case of a lost, destroyed, stolen or mutilated certificate, the
     Secretary, transfer agent, or registrar of the Company shall not issue a
     new certificate in exchange for an existing certificate until he has
     cancelled the existing certificate.

9.2  TRANSFER OF SHARES. A holder of record of shares of the Company's stock, or
     his attorney-in-fact authorized by power of attorney duly executed and
     filed with the Secretary, transfer agent or registrar of the Company, may
     transfer his shares only on the stock transfer books of the Company. Such
     person shall furnish to the Secretary, transfer agent, or registrar of the
     Company proper evidence of his authority to make the transfer and shall
     properly endorse and surrender for cancellation his existing certificate or
     certificates for such shares. Whenever a holder of record of shares of the
     Company's stock makes a transfer of shares for collateral security, the
     Secretary, transfer agent, or registrar of the Company shall state such
     fact in the entry of transfer if the transferor and the transferee request.

9.3  LOST CERTIFICATES. The Board may direct the Secretary, transfer agent, or
     registrar of the Company to issue a new certificate to any holder of record
     of shares of the Company's stock claiming that he has lost such
     certificate, or that someone has stolen, destroyed or mutilated such
     certificate, upon the receipt of an affidavit from such holder to such
     fact. When authorizing the issue of a new certificate, the Board, in its
     discretion may require as a condition precedent to the issuance that the
     owner of such certificate give the Company a bond of indemnity in such form
     and amount as the Board may direct.

9.4  REGULATIONS. The Board may make such rules and regulations, not
     inconsistent with these Bylaws, as it deems expedient concerning the issue,
     transfer and registration of certificates for shares of the stock of the
     corporation. The Board may appoint or authorize any officer or officers to
     appoint one or more transfer agents, or one or more registrars, and may
     require all certificates for stock to bear the signature or signatures of
     any of them.

9.5  HOLDER OF RECORD. The Company may treat as absolute owners of shares the
     person in whose name the shares stand of record as if that person had full
     competency, capacity and authority to exercise all rights of ownership,
     despite any knowledge or notice to the contrary or any description
     indicating a representative, pledge or other fiduciary relation, or any
     reference to any other instrument or to the rights of any other person
     appearing upon its record or upon the share certificate. However, the
     Company may treat any person furnishing proof of his appointment as a
     fiduciary as if he were the holder of record of the shares.

9.6  TREASURY SHARES. Treasury shares of the Company shall consist of shares
     which the Company has issued and thereafter acquired but not canceled.
     Treasury shares shall not carry voting or dividend rights.

                                   ARTICLE 10.
                                 INDEMNIFICATION

10.1 DEFINITIONS. In this Article:

     a.   INDEMNITEE" means:

          (i)  any present or former Director, advisory director or officer of
               the Company;
          (ii) any person who while serving in any of the capacities referred to
               in clause (i) hereof served at the Company's request as a
               director, officer, partner, venturer, proprietor, trustee,
               employee, agent or similar functionary of another foreign or
               domestic corporation, partnership, joint venture, trust, employee
               benefit plan or other enterprise; and,

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          (iii) any person nominated or designated by (or pursuant to authority
               granted by) the Board of Directors or any committee thereof to
               serve in any of the capacities referred to in clauses (i) or (ii)
               hereof.

     b.   "OFFICIAL CAPACITY" means

          (i)  when used with respect to a Director, the office of Director of
               the Company; and,
          (ii) when used with respect to a person other than a Director, the
               elective or appointive office of the Company held by such person
               or the employment or agency relationship undertaken by such
               person on behalf of the Company, but in each case does not
               include service for any other foreign or domestic corporation or
               any partnership, joint venture, sole proprietorship, trust,
               employee benefit plan or other enterprise.

     c.   "PROCEEDING" means any threatened, pending or completed action, suit
          or proceeding, whether civil, criminal, administrative, arbitrative or
          investigative, any appeal in such an action, suit or proceeding, and
          any inquiry or investigation that could lead to such an action, suit
          or proceeding.

10.2 INDEMNIFICATION. The Company shall indemnify every Indemnitee against all
     judgments, penalties (including excise and similar taxes), fines, amounts
     paid in settlement and reasonable expenses actually incurred by the
     Indemnitee in connection with any Proceeding in which he was, is or is
     threatened to be named defendant or respondent, or in which he was or is a
     witness without being named a defendant or respondent, by reason, in whole
     or in part, of his serving or having served, or having been nominated or
     designated to serve, in any of the capacities referred to in Section 10.1,
     if it is determined in accordance with Section 10.4 that the Indemnitee:

     a.   conducted himself in good faith;
     b.   reasonably believed, in the case of conduct in his Official Capacity,
          that his conduct was in the Company's best interests and, in all other
          cases, that his conduct was at least not opposed to the Company's best
          interests; and,
     c.   in the case of any criminal proceeding, had no reasonable cause to
          believe that his conduct was unlawful; provided, however, that in the
          event that an Indemnitee is found liable to the Company or is found
          liable on the basis that personal benefit was improperly received by
          the Indemnitee the indemnification:

          (i)  is limited to reasonable expenses actually incurred by the
               Indemnitee in connection with the Proceeding; and,
          (ii) shall not be made in respect of any Proceeding in which the
               Indemnitee shall have been found liable for wilful or intentional
               misconduct in the performance of his duty to the Company. Except
               as provided in the immediately preceding proviso to the first
               sentence of this Section 10.2, no indemnification shall be made
               under this Section 10.2 in respect of any Proceeding in which
               such Indemnitee shall have been (x) found liable on the basis
               that personal benefit was improperly received by him, whether or
               not the benefit resulted from an action taken in the Indemnitee's
               Official Capacity, or (y) found liable to the Company. The
               termination of any Proceeding by judgment, order, settlement or
               conviction, or on a plea of nolo contendere or its equivalent, is
               not of itself determinative that the Indemnitee did not meet the
               requirements set forth in clauses (a), (b) or (c) in the first
               sentence of this Section 10.2. An Indemnitee shall be deemed to
               have been found liable in respect of any claim, issue or matter
               only after the Indemnitee shall have been so adjudged by a court
               of competent jurisdiction after exhaustion of all appeals
               therefrom. Reasonable expenses shall, include, without
               limitation, all court costs and all fees and disbursements of
               attorneys for the Indemnitee. The indemnification provided herein
               shall be applicable whether or not negligence or gross negligence
               of the Indemnitee is alleged or proven.

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10.3 SUCCESSFUL DEFENSE. Without limitation of Section 10.2 and in addition to
     the indemnification provided for in Section 10.2, the Company shall
     indemnify every Indemnitee against reasonable expenses incurred by such
     person in connection with any Proceeding in which he is a witness or a
     named defendant or respondent because he served in any of the capacities
     referred to in Section 10.1, if such person has been wholly successful, on
     the merits or otherwise, in defense of the Proceeding.

10.4 DETERMINATIONS. Any indemnification under Section 10.2 (unless ordered by a
     court of competent jurisdiction) shall be made by the Company only upon a
     determination that indemnification of the Indemnitee is proper in the
     circumstances because he has met the applicable standard of conduct. Such
     determination shall be made:

     a.   by the Board of Directors by a majority vote of a quorum consisting of
          Directors who, at the time of such vote, are not named defendants or
          respondents in the Proceeding;
     b.   if such a quorum cannot be obtained, then by a majority vote of a
          committee of the Board of Directors, duly designated to act in the
          matter by a majority vote of all Directors (in which designated
          Directors who are named defendants or respondents in the Proceeding
          may participate), such committee to consist solely of two (2) or more
          Directors who, at the time of the committee vote, are not named
          defendants or respondents in the Proceeding;
     c.   by special legal counsel selected by the Board of Directors or a
          committee thereof by vote as set forth in clauses (a) or (b) of this
          Section 10.4 or, if the requisite quorum of all of the Directors
          cannot be obtained therefor and such committee cannot be established,
          by a majority vote of all of the Directors (in which Directors who are
          named defendants or respondents in the Proceeding may participate);
          or,
     d.   by the shareholders in a vote that excludes the shares held by
          Directors that are named defendants or respondents in the Proceeding.
          Determination as to reasonableness of expenses shall be made in the
          same manner as the determination that indemnification is permissible,
          except that if the determination that indemnification is permissible
          is made by special legal counsel, determination as to reasonableness
          of expenses must be made in the manner specified in clause (c) of the
          preceding sentence for the selection of special legal counsel. In the
          event a determination is made under this Section 10.4 that the
          Indemnitee has met the applicable standard of conduct as to some
          matters but not as to others, amounts to be indemnified may be
          reasonably prorated.

10.5 ADVANCEMENT OF EXPENSES. Reasonable expenses (including court costs and
     attorneys' fees) incurred by an Indemnitee who was or is a witness or was,
     is or is threatened to be made a named defendant respondent in a Proceeding
     shall be paid by the Company at reasonable intervals in advance of the
     final disposition of such Proceeding, and without making any of the
     determinations specified in Section 10.4, after receipt by the Company of:

     a.   a written affirmation by such Indemnitee of his good faith belief that
          he has met the standard of conduct necessary for indemnification by
          the Company under this Article; and,
     b.   a written undertaking by or on behalf of such Indemnitee to repay the
          amount paid or reimbursed by the Company if it shall ultimately be
          determined that he is not entitled to be indemnified by the Company as
          authorized in this Article. Such written undertaking shall be an
          unlimited obligation of the Indemnitee but need not be secured and it
          may be accepted without reference to financial ability to make
          repayment. Notwithstanding any other provision of this Article, the
          Company may pay or reimburse expenses incurred by an Indemnitee in
          connection with his appearance as a witness or other participation in
          a Proceeding at a time when he is not named a defendant or respondent
          in the Proceeding.

10.6 EMPLOYEE BENEFIT PLANS. For purposes of this Article, the Company shall be
     deemed to have requested an Indemnitee to serve an employee benefit plan
     whenever the performance by him of his duties to the Company also imposes
     duties on or otherwise involves services by him to the plan or participants

                                       12

     or beneficiaries of the plan. Excise taxes assessed on an Indemnitee with
     respect to an employee benefit plan pursuant to applicable law shall be
     deemed fines. Action taken or omitted by an Indemnitee with respect to an
     employee benefit plan in the performance of his duties for a purpose
     reasonably believed by him to be in the interest of the participants and
     beneficiaries of the plan shall be deemed to be for a purpose which is not
     opposed to the best interests of the Company.

10.7 OTHER INDEMNIFICATION AND INSURANCE. The indemnification provided by this
     Article shall:

     a.   not be deemed exclusive of, or to preclude, any other rights to which
          those seeking indemnification may at any time be entitled under the
          Company's Articles of Incorporation, any law, agreement or vote of
          shareholders or disinterested Directors, or otherwise, or under any
          policy or policies of insurance purchased and maintained by the
          Company on behalf of any Indemnitee, both as to action in his Official
          Capacity and as to action in any other capacity;
     b.   continue as to a person who has ceased to be in the capacity by reason
          of which he was an Indemnitee with respect to matters arising during
          the period he was in such capacity;
     c.   inure to the benefit of the heirs, executors and administrators of
          such a person; and,
     d.   not be required if and to the extent that the person otherwise
          entitled to payment of such amounts hereunder has actually received
          payment therefor under any insurance policy, contract or otherwise.

10.8 NOTICE. Any indemnification of or advance of expenses to an Indemnitee in
     accordance with this Article shall be reported in writing to the
     shareholders of the Company with or before the notice or waiver of notice
     of the next shareholders' meeting or with or before the next submission to
     shareholders of a consent to action without a meeting and, in any case,
     within the 12-month period immediately following the date of the
     indemnification or advance.

10.9 CONSTRUCTION. The indemnification provided by this Article shall be subject
     to all valid and applicable laws, including, without limitation, Sections
     78.7502 and 78.751 of the Nevada General Corporation Law, and, in the event
     this Article or any of the provisions hereof or the indemnification
     contemplated hereby are found to be inconsistent with or contrary to any
     such valid laws, the latter shall be deemed to control and this Article
     shall be regarded as modified accordingly, and, as so modified, to continue
     in full force and effect.

10.10 CONTINUING OFFER, RELIANCE, ETC. The provisions of this Article (a) are
     for the benefit of, and may be enforced by, each Indemnitee of the Company,
     the same as if set forth in their entirety in a written instrument duly
     executed and delivered by the Company and such Indemnitee and (b)
     constitute a continuing offer to all present and future Indemnitees. The
     Company, by its adoption of these Bylaws, (x) acknowledges and agrees that
     each Indemnitee of the Company has relied upon and will continue to rely
     upon the provisions of this Article in becoming, and serving in any of the
     capacities referred to in Section 10.1(a) of this Article, (y) waives
     reliance upon, and all notices of acceptance of, such provisions by such
     Indemnitees and (z) acknowledges and agrees that no present or future
     Indemnitee shall be prejudiced in his right to enforce the provisions of
     this Article in accordance with their terms by any act or failure to act on
     the part of the Company.

10.11 EFFECT OF AMENDMENT. No amendment, modification or repeal of this Article
     or any provision hereof shall in any manner terminate, reduce or impair the
     right of any past, present or future Indemnitees to be indemnified by the
     Company, nor the obligation of the Company to indemnify any such
     Indemnitees, under and in accordance with the provisions of the Article as
     in effect immediately prior to such amendment, modification or repeal with
     respect to claims arising from or relating to matters occurring, in whole
     or in part, prior to such amendment, modification or repeal, regardless of
     when such claims may arise or be asserted.

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                                   ARTICLE 11.
                                 TAKEOVER OFFERS

11.1 In the event the Company receives a takeover offer, the Board of Directors
     shall consider all relevant factors in evaluating such offer, including,
     but not limited to, the terms of the offer, and the potential economic and
     social impact of such offer on the Company's stockholders, employees,
     customers, creditors and community in which it operates.

                                   ARTICLE 12.
                                     NOTICES

12.1 GENERAL. Whenever these Bylaws require notice to any Stockholder, director,
     officer or agent, such notice does not mean personal notice. A person may
     give effective notice under these Bylaws in every case by depositing a
     writing in a post office or letter box in a postpaid, sealed wrapper, or by
     dispatching a prepaid telegram addressed to such Stockholder, director,
     officer or agent at his address on the books of the Company. Unless these
     Bylaws expressly provide to the contrary, the time when the person sends
     notice shall constitute the time of the giving of notice.

12.2 WAIVER OF NOTICE. Whenever the law or these Bylaws require notice, the
     person entitled to said notice may waive such notice in writing, either
     before or after the time stated therein.

                                   ARTICLE 13.
                                  MISCELLANEOUS

13.1 FACSIMILE SIGNATURES. In addition to the use of facsimile signatures which
     these Bylaws specifically authorize, the Company may use such facsimile
     signatures of any officer or officers, agents or agent, of the Company as
     the Board or a committee of the Board may authorize.

13.2 CORPORATE SEAL. The Board may provide for a suitable seal containing the
     name of the Company, of which the Secretary shall be in charge. The
     Treasurer, any Assistant Secretary, or any Assistant Treasurer may keep and
     use the seal or duplicates of the seal if and when the Board or a committee
     of the Board so directs.

13.3 FISCAL YEAR. The Board shall have the authority to fix and change the
     fiscal year of the Company.

                                   ARTICLE 14.
                                   AMENDMENTS

14.1 Subject to the provisions of the Articles of Incorporation, the
     Stockholders or the Board may amend or repeal these Bylaws at any meeting.


CERTIFICATE OF THE SECRETARY

I hereby certify that I am the Secretary of Treasure Explorations Inc. and that
the forgoing Bylaws, consisting of nineteen (14) pages, constitutes the code of
Treasure Explorations Inc. as duly adopted by the Board of Directors of the
Corporation on this 31st day of May, 2006.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 31st day of May,
2006.

                                               ---------------------------------
                                                       Howard Gelfand, Secretary

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