BYLAWS
OF
MEDIA ASSETS GROUP, INC.,
(a Wyoming corporation)

ARTICLE I
Offices

1. The principal office of the corporation shall be at the
offices of Mountain Business Center, 690 South US Hwy 89, Suite
200, Jackson WY 83001, the corporation's designated agent for
services of process. The principal office may be changed by
resolution of the directors without the need for amendment to
these bylaws.

2. The corporation may also have an office or offices at such
other place or places, within or without the State of Wyoming,
as the Board of Directors may from time to time designate or the
business of the corporation may require.

ARTICLE II
Stockholders' Meeting

1. The annual meeting of the stockholders of the corporation
shall be held at the offices of the corporation in the City of
Jackson, State of Wyoming, or at such other place within or
without the State of Wyoming as may be determined by the Board
of Directors and as shall be designated in the notice of said
meeting, for the purpose of electing directors and for the
transaction of such other business as may properly be brought
before the meeting. The annual meeting of stockholders shall be
held on the 15th day of the sixth month after the close of this
corporation's fiscal year (or if said day be a legal holiday,
then on the next succeeding day not a legal holiday) at 3:00
o'clock P.M. or on such other date or time as may be determined
by the Board of Directors.

If the election of directors shall not be held on the day
designated herein for any annual meeting, or at any adjournment
thereof, the Board of Directors shall cause the election to be
held at a special meeting of the stockholders as soon thereafter
as conveniently may be. At such meeting the stockholders may
elect the directors and transact other business with the same
force and effect as at an annual meeting duly called and held.

2. Special meetings of the stockholders shall be held at the
principal office of the corporation in the State of Wyoming, or
at such other place within or without the State of Wyoming as
may be designated in the notice of said meetings, upon call of
the Board of Directors, and shall be called by the Chairman of
the Board or the President or the Secretary at the request in
writing of the stockholders owning of record at least twenty-
five percent of the issued and outstanding capital stock of the
corporation entitled to vote thereat.

3. Notice of the purpose or purposes and of the time and place
within or without the State of Wyoming of every meeting of
stockholders shall be given by the Chairman of the Board or the
President or the Secretary or an Assistant Secretary either
personally or by mail or by telegraph or by any other lawful
means of communication not less than ten nor more than fifty
days before the meeting, to each stockholder of record entitled
to vote at such meeting. If mailed, such notice shall be
directed to each stockholder at his address as it appears on the
stock book unless he shall have filed with the Secretary of the
corporation a written request that notices intended for him be
mailed to some other address, in which case it shall be mailed
or transmitted to the address designated in such request. Such
further notice shall be given as may be required by law. Except
as otherwise expressly provided by statute no publication of any
notice of meeting of stockholders shall be required to be given
any stockholder who shall attend such meeting in person or by
proxy, or who shall, in person or by attorney thereunto
authorized, waive notice in writing or by telegraph, cable,
radio, or wireless either before or after of any adjourned
meeting of the stockholders of the corporation shall not be
required to be given.

4. A quorum at all meetings of stockholders shall consist of the
holders of record of a majority of the shares of stock of the
corporation, issued and outstanding, entitled to vote at the
meeting, present in person or by proxy, except as otherwise
provided by statute or the Certificate of Incorporation. In the
absence of a quorum at any meeting or any adjournment thereof, a
majority of those present in person or by proxy and entitled to
vote may adjourn such meeting from time to time. At any such
adjourned meeting at which a quorum is present any business may
be transacted which might have been transacted at the meeting as
originally called.

5. Meetings of the stockholders shall be presided over by the
Chairman of the Board. If there shall be no Chairman of the
Board or if he is not present, meetings of stockholders shall be
presided over by the President. If either of such officers are
not present, meetings of the stockholders shall be presided over
by a chairman to be chosen by a majority of the stockholders
entitled to vote who are present in person or by proxy at the
meeting. The Secretary of the corporation, or in his absence, an
Assistant Secretary, shall act as secretary of every meeting,
but if neither the Secretary nor an Assistant Secretary is
present, the meeting shall choose any person present to act as
secretary of the meeting.

6. Except as otherwise provided in the Bylaws, the Certificate
of Incorporation, or in the laws of the State of Wyoming, at
every meeting of the stockholders, each stockholder of the
corporation entitled to vote at such meeting shall have one vote
in person or by proxy for each share of stock having voting
rights held by him and registered in his name on the books of
the corporation at the time of such meeting. Any vote on shares
of stock of the corporation may be given by the stockholder
entitled thereto in person or by his proxy appointed by an
instrument in writing, subscribed by such stockholder or by his
attorney thereunto authorized and delivered to the secretary of
the meeting. Except as otherwise required by statute, by the
Certificate of Incorporation or these Bylaws, all matters coming
before any meeting of the stockholders shall be decided by a
plurality vote of the stockholders of the corporation present in
person or by proxy at such meetings and entitled to vote
thereat, a quorum being present. At all elections of directors
the voting may but need not be by ballot and a plurality of
votes cast thereat shall elect.

7. A complete list of the stockholders entitled to vote at the
ensuing election of directors, arranged in alphabetical order,
and showing the address of each stockholder and the number of
shares registered in the name of each stockholder shall be
prepared by the Secretary or other officer of the corporation
having charge of the stock ledger. Such list shall be open to
the examination of any stockholder during ordinary business
hours, for a period of at least ten days prior to the election,
either at a place within the city, town or village where the
election is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at a place where
said meeting is to be held, and the list shall be produced and
kept at the time and place of election during the whole time
thereof, and subject to the inspection of any stockholder who
may be present.

8. At all elections of directors, or in any other case in which
inspectors may act, two inspectors of election shall be
appointed by the chairman of the meeting, except as otherwise
provided by law. The inspectors of election shall take and
subscribe an oath faithfully to execute the duties of inspectors
at such meeting with strict impartiality, and according to the
best of their ability and shall take charge of the polls and
after the vote shall have been taken shall make a certificate of
the result thereof. If there be a failure to appoint inspectors
or if any inspector appointed be absent or refuse to act, or if
his office become vacant, the stockholders present at the
meeting, by a per capita vote, may choose temporary inspectors
of the number required.

ARTICLE III
Directors

1. The property, affairs and business of the corporation shall
be managed by its Board of Directors consisting of not less than
one (1) nor more than seven (7) persons. The exact number of
directors within the maximum and minimum limitations specified
shall be fixed from time to time by resolution of the Board of
Directors. Except as hereinafter provided, directors shall be
elected at the annual meeting of the stockholders by plurality
vote and each director shall be elected to serve for one year
and until his successor shall be elected and shall qualify.
Directors need not be stockholders.

2. Meetings of the Board of Directors shall be held at such
place within or outside the State of Wyoming as may from time to
time be fixed by resolution of the Board of Directors, or as may
be specified in the notice of the meeting. Regular meetings of
the Board of Directors shall be held at such times as may from
time to time be fixed by resolution of the Board of Directors,
and special meetings may be held at any time upon the call of
the Chairman of the Board or the President or a majority of the
directors by oral, telegraphic or written notice duly served on
or sent or mailed to each director not less than one day before
such meeting. A meeting of the Board of Directors may be held
without notice immediately after the annual meeting of the
stockholders. Notice need not be given of regular meetings of
the Board of Directors. Meetings may be held at any time without
prior notice if all of the directors are present, or if at any
time before or after the meeting those not present waive notice
of the meeting in writing.

3. A majority of the members of the Board of Directors then
acting, but in no event less than three (3) directors, acting at
a meeting duly assembled, shall constitute a quorum for the
transaction of business, but if at any meeting of the Board of
Directors there shall be less than a quorum present, a majority
of those present may adjourn the meeting, without further
notice, from time to time until a quorum shall have been
obtained.

4. In case one or more vacancies shall occur in the Board of
Directors by reason of death, resignation, increase in the
number of directors or otherwise except insofar as otherwise
provided in these Bylaws, the remaining directors, although less
than a quorum, may, by a majority vote, elect a successor or
successors for the unexpired term or terms.

5. At any special meeting of the stockholders, duly called as
provided in these Bylaws, any director or directors may by the
affirmative vote of the holders of a majority of all the shares
of stock outstanding and entitled to vote for election of
directors be removed from office, either with or without cause,
and his successor or their successors may be elected at such
meeting; or the remaining directors may, to the extent vacancies
are not filled by such election, fill any vacancy or vacancies
created by such removal.

6. Any action required or permitted to be taken at any meeting
of the Board of Directors or any committee thereof may be taken
without a meeting if prior to such action a written consent
thereto is signed by all members of the Board of Directors or of
the committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board of Directors
or the committee.

7. Directors may, by resolution of the Board of Directors, be
allowed a fixed sum and expenses of attendance for attendance at
regular or special meetings of the Board of Directors; provided
that nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity and
receiving compensation therefrom. Members of special or standing
committees and others who attend pursuant to direction, may, by
vote of the Board of Directors, be allowed a like fixed sum and
expenses of attendance for attending committee meetings.

ARTICLE IV
Officers

1. The officers of the corporation shall be chosen by the Board
of Directors at its first meeting after the election of the
directors by the stockholders and shall be a Chairman of the
Board, a President, one or more Vice Presidents, a Secretary and
a Treasurer. From time to time the Board of Directors may
appoint such Assistant Secretaries, Assistant Treasurers and
such other officers, agents and employees as it may deem proper.
Any number of offices, except the offices of President and
Secretary, may be held by the same person. The Chairman of the
Board, if such office exists, shall be chosen from among the
directors.

2. The term of office of all officers shall be one year and
until their respective successors are elected and qualify, but
any officer may be removed from office, either with or without
cause, at any time by the affirmative vote of a majority of the
members of the Board of Directors then in office. A vacancy in
any office arising from any cause may be filled for the
unexpired portion of the term by the Board of Directors.

3. Unless otherwise ordered by the Board of Directors, the
President shall have full power and authority on behalf of the
corporation to attend and to act and to vote at any meetings of
security holders of the corporations in which the corporation
may hold securities, and at such meeting shall possess and may
exercise any and all rights and powers incident to the ownership
of such securities, in which as the owner thereof the
corporation might have possessed and exercised, if present. The
Board of Directors by resolution from time to time may confer
like power upon any other person or persons.

ARTICLE V
Duties of Officers

1. The Chairman of the Board shall chair the meetings of the
Board of Directors and as the Chief Executive Officer of the
corporation shall have general and active direction of the
management and supervision of the business operations of the
corporation subject to any limitations imposed by the Board of
Directors; and shall have such other duties and powers as may be
assigned to him from time to time by the Board of Directors and
shall preside at all meetings of the stockholders and Board of
Directors.

2. The President shall have such other duties and powers as may
be assigned to him from time to time by the Board of Directors
and shall in the absence of the Chairman of the Board, preside
at all meetings of the stockholders and Board of Directors..

3. During the absence or disability of the President, the Vice
Presidents, in the order designated by the Board of Directors,
shall exercise all the functions of the President. Each Vice
President shall have such powers and discharge such duties as
may be assigned to him from time to time by the Board of
Directors.

4. The Treasurer shall have the custody of all the funds and
securities of the corporation. When necessary or proper he shall
endorse on behalf of the corporation, for collection, checks,
notes and other obligations and shall deposit the same to the
credit of the corporation in such bank, or banks, or
depositories as may be designated by the Board of Directors, or
by any officer acting under authority conferred by the Board of
Directors. He shall enter regularly in books to be kept for the
purpose a full and accurate account of all monies received and
paid by him on account of the corporation. Whenever required by
the Board of Directors, he shall render an account of all his
transactions as Treasurer and of the financial condition of the
corporation. He shall at all reasonable times exhibit his books
and accounts to any director of the corporation upon application
at the office of the corporation during business hours and he
shall perform all things incident to the position of Treasurer,
subject to the control of the Board of Directors. He shall give
bond for the faithful discharge of his duties if the Board of
Directors so require. He shall do and perform such other duties
as may be assigned to him from time to time by the Board of
Directors.

5. The Assistant Treasurers, in the order of their seniority,
shall, in the absence of or disability of the Treasurer, perform
the duties and exercise the powers of the Treasurer and shall
perform such other duties as the Board of Directors shall
prescribe.

6. The Secretary shall attend all meetings of the stockholders
and all meetings of the Board of Directors, and record all votes
and the minutes of all proceedings in a book to be kept for that
purpose; and shall perform like duties for other committees when
so required. He shall give, or cause to be given, notice of all
meetings of stockholders and the Board of Directors and of
committees and shall perform such other duties as may be
prescribed by the Board of Directors. He shall keep in safe
custody the seal of the corporation and affix the same to any
instrument whose execution has been authorized. He shall be
sworn to the faithful discharge of his duties. He shall do and
perform such other duties as may be assigned to him from time to
time by the Board of Directors.

7. The Assistant Secretaries, in the order of their seniority,
shall, in the absence of or disability of the Secretary, perform
the duties and exercise the powers of the Secretary and shall
perform such other duties as the Board of Directors shall
prescribe.

8. In the case of absence or inability to act of any officer of
the corporation and of any person herein authorized to act in
his place, the Board of Directors may from time to time delegate
the powers and duties of such officer to any other officer or
any director or any other person whom it may select.

ARTICLE VI
Advisory Committee

1. The Advisory Committee shall consist of no less than two (2)
members, including the Chairman of the Board, or in the absence
of such position, the President of the Company.  The Chairman of
the Advisory Committee shall have the power to break any ties in
the event of a stalemate vote on any corporate actions.

2. Neither the Board of Directors nor any Officer may, without
the consent of the Advisory Board, issue any shares, sell Common
Stock at a discount to the current market price, nor bind the
Corporation in any way shape or form.



ARTICLE VII
Certificates of Stock

1. The interest of each stockholder of the corporation shall be
evidenced by certificates for shares of stock certifying the
number of shares represented thereby and in such form not
inconsistent with the Certificate of Incorporation as the Board
may from time to time prescribe.

Except as otherwise required by law, transfers of shares of
stock of the corporation shall be made only on the books of the
corporation by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney duly executed and
filed with the Secretary of the corporation, or with a transfer
clerk or a transfer agent appointed as in Section 4 of this
Article provided, and on surrender of the certificate or
certificates for such shares properly endorsed and the payment
of all taxes thereon. The person in whose name shares of stock
stand on the books of the corporation shall be deemed the owner
thereof for all purposes as regards the corporation. The Board
may, from time to time, make such additional rules and
regulations as it may deem expedient, not inconsistent with
these Bylaws, concerning the issue, transfer, and registration
of certificates for shares of the capital stock of the
corporation.

The certificates of stock shall be signed by the Chairman of the
Board or the President or a Vice President and by the Secretary
or an Assistant Secretary or the Treasurer or an Assistant
Treasurer, and sealed with the seal of the corporation. Such
seal may be a facsimile, engraved or printed. Where any such
certificate is signed by a transfer agent other than the
corporation or its employee, or by a registrar other than the
corporation or its employee, the signatures of the Chairman of
the Board, President, Vice President, Secretary, Assistant
Secretary, Treasurer or Assistant Treasurer upon such
certificate may be facsimiles, engraved or printed. In case any
such officer who has signed or whose facsimile signature has
been placed upon such certificate shall have ceased to be such
before such certificate is issued, it may be issued by the
corporation with the same effect as if such officer had not
ceased to be such at the time of its issue.

2. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders
of any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of
any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may f ix, in
advance, a record date, which shall not be more than sixty (60)
nor less than ten (10) days before the date of such meeting, nor
more than sixty (60) days prior to any other action.

If no record date is fixed:

The record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders 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.

The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which
the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjournment meeting.

3. No certificate for shares of stock of the corporation shall
be issued in place of any certificate alleged to have been lost,
destroyed or stolen, except on production of such evidence of
such loss, destruction or theft and on delivery to the
corporation, if the Board of Directors shall so require, of a
bond of indemnity in such amount (not exceeding twice the value
of the shares represented by such certificate), upon such terms
and secured by such surety as the Board of Directors may in its
discretion require.

4. The Board of Directors may appoint one or more transfer
clerks or one or more transfer agents and one or more
registrars, and may require all certificates for shares of stock
to bear the signature or signatures of any of them.

5. The books, accounts and records of the corporation, except as
may otherwise be required by statute, may be kept outside of the
State of Wyoming, at such place or places as the Board of
Directors may from time to time appoint. The Board of Directors
shall determine whether and to what extent the books, accounts
and records of the corporation, or any of them, other than the
stock ledger, shall be open to the inspection of stockholders,
and no stockholder shall have any right to inspect any book,
account or record of the corporation except as conferred by
statute or by resolution of the Board of Directors.


ARTICLE VII
Corporate Seal

The corporate seal of the corporation shall consist of two
concentric circles, between which shall be the name of the
corporation, and its state of incorporation, and in the center
shall be inscribed the words, "Corporate Seal".

ARTICLE VIII
Amendments

The Bylaws of the corporation shall be subject to alteration,
amendment or repeal, and new Bylaws not inconsistent with any
provision of the Certificate of Incorporation or statute, may be
made, either by the affirmative vote of the holders of a
majority in interest of the stockholders of the corporation
present in person or by proxy at any annual or special meeting
of the stockholders and entitled to vote thereat a quorum being
present, provided that notice of such proposed action shall have
been given in the call for the meeting, or by the affirmative
vote of a majority of the whole Board, given at any regular or
special meeting of the Board of Directors.