**Exhibit3.5**

**AMENDED AND RESTATED**

**BYLAWS**

**OF**

**MEDICORLTD.**

**aDelaware corporation**

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**TABLE OF CONTENTS**
| ARTICLE I    | Offices                                                        | 1      |
|--------------|----------------------------------------------------------------|--------|
| Section 1.1  | Registered Office                                              | 1      |
| Section 1.2  | Other Offices                                                  | 1      |
|         |                                                           |   |
| ARTICLE II   | Stockholders’ Meetings                                    | 1      |
| Section 2.1  | Place of Meetings                                              | 1      |
| Section 2.2  | Annual Meetings                                                | 2      |
| Section 2.3  | Special Meetings                                               | 3      |
| Section 2.4  | Notice of Meetings                                             | 3      |
| Section 2.5  | Quorum and Voting                                              | 4      |
| Section 2.6  | Voting Rights                                                  | 5      |
| Section 2.7  | Voting Procedures and Inspectors of Elections                  | 6      |
| Section 2.8  | List of Stockholders                                           | 6      |
| Section 2.9  | Stockholder Proposals at Annual Meetings                       | 7      |
| Section 2.10 | Nominations of Persons for Election to the Board of  Directors | 8      |
|         |                                                           |   |
| ARTICLE III  | Directors                                                      | 9      |
| Section 3.1  | Number and Term of Office                                      | 9      |
| Section 3.2  | Powers                                                         | 10     |
| Section 3.3  | Vacancies                                                      | 10     |
| Section 3.4  | Resignations and Removals                                      | 11     |
| Section 3.5  | Meetings                                                       | 11     |
| Section 3.6  | Quorum and Voting                                              | 11     |
| Section 3.7  | Action Without Meeting                                         | 12     |
| Section 3.8  | Fees and Compensation                                          | 12     |
| Section 3.9  | Committees                                                     | 12     |

 

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| ARTICLE IV   | Officers                                                                               | 14     |
|--------------|----------------------------------------------------------------------------------------|--------|
| Section 4.1  | Officers Designated                                                                    | 14     |
| Section 4.2  | Tenure and Duties of Officers                                                          | 14     |
|         |                                                                                   |   |
| ARTICLE V    | Execution of Corporate Instruments, and Voting of  Securities Owned by the Corporation | 15     |
| Section 5.1  | Execution of Corporate Instruments                                                     | 15     |
| Section 5.2  | Voting of Securities Owned by Corporation                                              | 16     |
|         |                                                                                   |   |
| ARTICLE VI   | Shares of Stock                                                                        | 16     |
| Section 6.1  | Form and Execution of Certificates                                                     | 16     |
| Section 6.2  | Lost Certificates                                                                      | 17     |
| Section 6.3  | Transfers                                                                              | 17     |
| Section 6.4  | Fixing Record Dates                                                                    | 17     |
| Section 6.5  | Registered Stockholders                                                                | 18     |
|         |                                                                                   |   |
| ARTICLE VII  | Other Securities of the Corporation                                                    | 18     |
|         |                                                                                   |   |
| ARTICLE VIII | Corporate Seal                                                                         | 19     |
|         |                                                                                   |   |
| ARTICLE IX   | Indemnification of Officers, Directors, Employees  and Agents                          | 19     |
| Section 9.1  | Right to Indemnification                                                               | 19     |
| Section 9.2  | Authority to Advance Expenses                                                          | 20     |
| Section 9.3  | Right of Claimant to Bring Suit                                                        | 20     |
| Section 9.4  | Provisions Nonexclusive                                                                | 21     |
| Section 9.5  | Authority to Insure                                                                    | 21     |
| Section 9.6  | Survival of Rights                                                                     | 21     |
| Section 9.7  | Settlement of Claims                                                                   | 21     |
| Section 9.8  | Effect of Amendment                                                                    | 21     |
| Section 9.9  | Subrogation                                                                            | 21     |
| Section 9.10 | No Duplication of Payments                                                             | 21     |

 

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| ARTICLE X                | Notices          | 22     |
|--------------------------|------------------|--------|
|                     |             |   |
| ARTICLE XI               | Amendments       | 23     |
|                     |             |   |
| ARTICLE XII              | Emergency Bylaws | 23     |
|                     |             |   |
| CERTIFICATE OF SECRETARY | 25               |

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**AMENDED AND RESTATED**

**BYLAWS**

**OF**

**MEDICOR LTD.**

**As of July 6, 2006**

**ARTICLE I**

**Offices**

**Section 1.1**            Registered Office.

The registered office of the corporation in the Stateof Delaware shall be in the City of Wilmington, County of New Castle.

**Section 1.2**            Other Offices.

The corporation shall also have and maintain anoffice or principal place of business at 4560 S. Decatur Blvd., Ste. 300, LasVegas, Nevada 89103, and may also have offices at such other places, bothwithin and without the State of Delaware as the Board of Directors may from timeto time determine or the business of the corporation may require.

**ARTICLE II**

**Stockholders’Meetings**

**Section 2.1**            Place ofMeetings.

(a)           Meetings of stockholders may be held atsuch place, either within or without this State, as may be designated by or inthe manner provided in these bylaws or, if not so designated, as determined bythe Board of Directors.  The Board ofDirectors may, in its sole discretion, determine that the meeting shall not beheld at any place, but may instead be held solely by means of remotecommunication as authorized by paragraph (b) of this Section 2.1.

(b)           If authorized by the Boardof Directors in its sole discretion, and subject to such guidelines andprocedures as the Board of Directors may adopt, stockholders and proxyholdersnot physically present at a meeting of stockholders may, by means of remotecommunication:

(1)           Participate in a meeting of stockholders;and

(2)           Be deemed present in personand vote at a meeting of stockholders whether such meeting is to be held at adesignated place or solely by means of remote 

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communication,provided that (A) the corporation shall implement reasonable measures to verifythat each person deemed present and permitted to vote at the meeting by meansof remote communication is a stockholder or proxyholder, (B) the corporationshall implement reasonable measures to provide such stockholders andproxyholders a reasonable opportunity to participate in the meeting and to voteon matters submitted to the stockholders, including an opportunity to read orhear the proceedings of the meeting substantially concurrently with suchproceedings, and (C) if any stockholder or proxyholder votes or takes otheraction at the meeting by means of remote communication, a record of such voteor other action shall be maintained by the corporation.

(c)           For purposes of this Section2.1, “remote communication” shall include (1) telephone or other voicecommunications and (2) electronic mail or other form of written or visualelectronic communications satisfying the requirements of Section 2.1(d).

(d)           A telegram, cablegram orother electronic transmission consent to an action to be taken and transmittedby a stockholder or proxyholder, or by a person or persons authorized to actfor a stockholder or proxyholder, shall be deemed to be written, signed anddated for the purposes of this section, provided that any such telegram,cablegram or other electronic transmission sets forth or is delivered withinformation from which the corporation can determine (i) that the telegram,cablegram or other electronic transmission was transmitted by the stockholderor proxyholder or by a person or persons authorized to act for the stockholderor proxyholder, and (ii) the date on which such stockholder or proxyholder orauthorized person or persons transmitted such telegram, cablegram or electronictransmission.  The date on which suchtelegram, cablegram or electronic transmission is transmitted shall be deemedto be the date on which such consent was signed.  No consent given by telegram, cablegram orother electronic transmission shall be deemed to have been delivered until suchconsent is reproduced in paper form and until such paper form shall bedelivered to the corporation by delivery to its registered office in thisState, its principal place of business or an officer or agent of thecorporation having custody of the book in which proceedings of meetings ofstockholders are recorded.  Delivery madeto a corporation’s registered office shall be made by hand or by certified orregistered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given bytelegram, cablegram or other electronic transmission may be otherwise deliveredto the principal place of business of the corporation or to an officer or agentof the corporation having custody of the book in which proceedings of meetingsof stockholders are recorded if to the extent and in the manner provided byresolution of the Board of Directors of the corporation.

**Section 2.2**            AnnualMeetings.

The annual meetings of thestockholders of the corporation, for the purpose of election of directors andfor such other business as may lawfully come before it, shall be held on suchdate and at such time as may be designated from time to time by the Board ofDirectors, or, if not so designated, then at 10:00 a.m. on the firstTuesday in November in each year if not a legal holiday, and, if a legalholiday, at the same hour and place on the next succeeding day not a holiday.

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**Section 2.3**            SpecialMeetings.

Subject to the rights of theholders of any series of preferred stock, special meetings of stockholders ofthe corporation may be called only (i) by the Chairman of the Board, (ii) bythe Board of Directors pursuant to a resolution adopted by a majority of theWhole Board (as defined below), or (iii) by the stockholders of the corporationpursuant to a resolution adopted by the holders of a majority of the votingpower of the shares of the then outstanding voting stock of the corporationvoting together as a single class.

For purposes of theforegoing, the “Whole Board” means the total number of directors which thiscorporation would have it there were no vacancies.

**Section 2.4**            Notice ofMeetings.

(a)           Except as otherwise providedby law or the Certificate of Incorporation, written notice of each meeting ofstockholders, specifying the place, if any, date and hour and purpose orpurposes of the meeting, and the means of remote communication, if any, bywhich stockholders and proxyholders may be deemed to be present in person andvote at such meeting, shall be given not less than 10 nor more than 60 daysbefore the date of the meeting to each stockholder entitled to vote thereat,directed to his address as it appears upon the books of the corporation; exceptthat where the matter to be acted on is a merger or consolidation of thecorporation or a sale, lease or exchange of all or substantially all of itsassets, such notice shall be given not less than 20 nor more than 60 days priorto such meeting.

(b)           If at any meeting action isproposed to be taken which, if taken, would entitle stockholders fulfilling therequirements of section 262(d) of the Delaware General Corporation Law toan appraisal of the fair value of their shares, the notice of such meeting shallcontain a statement of that purpose and to that effect and shall be accompaniedby a copy of that statutory section.

(c)           When a meeting is adjournedto another time or place, notice need not be given of the adjourned meeting ifthe time, place, if any, thereof, and the means of remote communication, ifany, by which stockholders and proxyholders may be deemed to be present inperson and vote at such adjourned meeting, are announced at the meeting atwhich the adjournment is taken unless the adjournment is for more than 30 days,or unless after the adjournment a new record date is fixed for the adjournedmeeting, in which event a notice of the adjourned meeting shall be given toeach stockholder of record entitled to vote at the meeting.

(d)           Notice of the time, placeand purpose of any meeting of stockholders may be waived in writing, eitherbefore or after such meeting, and, to the extent permitted by law, will bewaived by any stockholder by his attendance thereat, in person or by proxy.  Any stockholder so waiving notice of suchmeeting shall be bound by the proceedings of any such meeting in all respectsas if due notice thereof had been given.

(e)           Without limiting the mannerby which notice otherwise may be given effectively to stockholders, any noticeto stockholders given by the corporation under any provision of DelawareGeneral Corporation Law, the Certificate of Incorporation, or these bylawsshall be effective if given by a form of electronic transmission consented toby the 

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stockholderto whom the notice is given.  Any suchconsent shall be revocable by the stockholder by written notice to thecorporation.  Any such consent shall bedeemed revoked if (i) the corporation is unable to deliver by electronictransmission two consecutive notices given by the corporation in accordancewith such consent, and (ii) such inability becomes known to the secretary or anassistant secretary of the corporation or to the transfer agent or other personresponsible for the giving of notice; provided, however, the inadvertentfailure to treat such inability as a revocation shall not invalidate anymeeting or other action.  Notice givenpursuant to this subparagraph (e) shall be deemed given: (1) if by facsimiletelecommunication, when directed to a number at which the stockholder hasconsented to receive notice; (2) if by electronic mail, when directed to anelectronic mail address at which the stockholder has consented to receivenotice; (3) if by a posting on an electronic network together with separatenotice to the stockholder of such specific posting, upon the later of (A) suchposting and (B) the giving of such separate notice; and (4) if by any otherform of electronic transmission, when directed to the stockholder.  An affidavit of the secretary or an assistantsecretary or of the transfer agent or other agent of the corporation that thenotice has been given by a form of electronic transmission shall, in theabsence of fraud, be prima facie evidence of the facts stated therein.  For purposes of these Bylaws, “electronictransmission” means any form of communication, not directly involving thephysical transmission of paper, that creates a record that may be retained,retrieved and reviewed by a recipient thereof, and that may be directlyreproduced in paper form by such a recipient through an automated process.

**Section 2.5**            Quorum andVoting.

(a)           At all meetings ofstockholders except where otherwise provided by law, the Certificate ofIncorporation or these Bylaws, the presence, in person or by proxy dulyauthorized, of the holders of a majority of the outstanding shares of stockentitled to vote shall constitute a quorum for the transaction ofbusiness.  Shares, the voting of which atsaid meeting have been enjoined, or which for any reason cannot be lawfullyvoted at such meeting, shall not be counted to determine a quorum at saidmeeting.  In the absence of a quorum, anymeeting of stockholders may be adjourned, from time to time, by vote of theholders of a majority of the shares represented thereat, but no other businessshall be transacted at such meeting.  Atsuch adjourned meeting at which a quorum is present or represented, anybusiness may be transacted which might have been transacted at the originalmeeting.  The stockholders present at aduly called or convened meeting at which a quorum is present may continue totransact business until adjournment, notwithstanding the withdrawal of enoughstockholders to leave less than a quorum.

(b)           Except as otherwise providedby law, the Certificate of Incorporation or these Bylaws, all action taken bythe holders of a majority of the voting power represented at any meeting atwhich a quorum is present shall be valid and binding upon the corporation.

(c)           Where a separate vote by aclass or classes is required, a majority of the outstanding shares of suchclass or classes present in person or represented by proxy shall constitute aquorum entitled to take action with respect to that vote on that matter, andthe affirmative vote of the majority of shares of such class or classes presentin person or represented by proxy at the meeting shall be the act of suchclass.

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**Section 2.6**            Voting Rights.

(a)           Except as otherwise providedby law, only persons in whose names shares entitled to vote stand on the stockrecords of the corporation on the record date for determining the stockholdersentitled to vote at said meeting shall be entitled to vote at suchmeeting.  Shares standing in the names oftwo or more persons shall be voted or represented in accordance with thedetermination of the majority of such persons, or, if only one of such personsis present in person or represented by proxy, such person shall have the rightto vote such shares and such shares shall be deemed to be represented for thepurpose of determining a quorum.

(b)           Every person entitled tovote or to execute consents shall have the right to do so either in person orby an agent or agents authorized by a written proxy executed by such person orhis duly authorized agent, which proxy shall be filed with the Secretary of thecorporation at or before the meeting at which it is to be used.  Said proxy so appointed need not be astockholder.  No proxy shall be voted onafter three (3) years from its date unless the proxy provides for a longerperiod.  Unless and until voted, everyproxy shall be revocable at the pleasure of the person who executed it or ofhis legal representatives or assigns, except in those cases where anirrevocable proxy permitted by statute has been given.

(c)           Without limiting the mannerin which a stockholder may authorize another person or persons to act for himas proxy pursuant to subsection (b) of this section, the following shallconstitute a valid means by which a stockholder may grant such authority:

(1)           A stockholder may execute awriting authorizing another person or persons to act for him as proxy.  Execution may be accomplished by thestockholder or his authorized officer, director, employee or agent signing suchwriting or causing his signature to be affixed to such writing by anyreasonable means including, but not limited to, by facsimile signature.

(2)           A stockholder may authorizeanother person or persons to act for him as proxy by transmitting orauthorizing the transmission of a telephone, telegram, cablegram or other meansof electronic transmission to the person who will be the holder of the proxy orto a proxy solicitation firm, proxy support service organization or like agentduly authorized by the person who will be the holder of the proxy to receivesuch transmission, provided that any such telephone, telegram, cablegram orother means of electronic transmission must either set forth or be submittedwith information from which it can be determined that the telephone, telegram,cablegram or other electronic transmission was authorized by thestockholder.  Such authorization can beestablished by the signature of the stockholder on the proxy, either in writingor by a signature stamp or facsimile signature, or by a number or symbol fromwhich the identity of the stockholder can be determined, or by any otherprocedure deemed appropriate by the inspectors or other persons making thedetermination as to due authorization.

(d)           Any copy, facsimile telecommunication orother reliable reproduction of the writing or transmission created pursuant tosubsection (c) of this section may be substituted or used in lieu of theoriginal writing or transmission for any and all purposes for which theoriginal writing or transmission could be used, provided that such copy,facsimile 

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telecommunication or otherreproduction shall be a complete reproduction of the entire original writing ortransmission.

**Section 2.7**            VotingProcedures and Inspectors of Elections.

(a)           The corporation shall, inadvance of any meeting of stockholders, appoint one or more inspectors to actat the meeting and make a written report thereof.  The corporation may designate one or morepersons as alternate inspectors to replace any inspector who fails to act.  If no inspector or alternate is able to actat a meeting of stockholders, the person presiding at the meeting shall appointone or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties, shalltake and sign an oath faithfully to execute the duties of inspector with strictimpartiality and according to the best of his ability.

(b)           The inspectors shall (i)ascertain the number of shares outstanding and the voting power of each, (ii)determine the shares represented at a meeting and the validity of proxies andballots, (iii) count all votes and ballots, (iv) determine and retain for areasonable period a record of the disposition of any challenges made to anydetermination by the inspectors, and (v) certify their determination of thenumber of shares represented at the meeting and their count of all votes andballots.  The inspectors may appoint orretain other persons or entities to assist the inspectors in the performance ofthe duties of the inspectors.

(c)           The date and time of theopening and the closing of the polls for each matter upon which thestockholders will vote at a meeting shall be announced at the meeting.  No ballot, proxies or votes, nor anyrevocations thereof or changes thereto, shall be accepted by the inspectorsafter the closing of the polls unless the Court of Chancery upon application bya stockholder shall determine otherwise.

(d)           In determining the validityand counting of proxies and ballots, the inspectors shall be limited to anexamination of the proxies, any envelopes submitted with those proxies, anyinformation provided in accordance with Sections 211(e) or 212(c)(2) of theDelaware General Corporation Law, or any information provided pursuant toSection 211(a)(2)(B)(i) or (iii) thereof, ballots and the regular books andrecords of the corporation, except that the inspectors may consider otherreliable information for the limited purpose of reconciling proxies and ballotssubmitted by or on behalf of banks, brokers, their nominees or similar personswhich represent more votes than the holder of a proxy is authorized by therecord owner to cast or more votes than the stockholder holds of record.  If the inspectors consider other reliableinformation for the limited purpose permitted herein, the inspectors at thetime they make their certification pursuant to subsection (b)(v) of thissection shall specify the precise information considered by them including theperson or persons from whom they obtained the information, when the informationwas obtained, the means by which the information was obtained and the basis forthe inspectors’ belief that such information is accurate and reliable.

**Section 2.8**            List ofStockholders.

The officer who has chargeof the stock ledger of the corporation shall prepare and make, at least 10 daysbefore every meeting of stockholders, a complete list of the stockholdersentitled to vote at said meeting, arranged in alphabetical order, showing theaddress of and the number of shares 

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registeredin the name of each stockholder.  Thecorporation need not include electronic mail addresses or other electroniccontact information on such list.  Suchlist shall be open to the examination of any stockholder for any purposegermane to the meeting for a period of at least 10 days prior to the meeting:  (i) on a reasonably accessible electronicnetwork, provided that the information required to gain access to such list isprovided with the notice of the meeting, or (ii) during ordinary business hoursat the principal place of business of the corporation.  In the event that the corporation determines tomake the list available on an electronic network, the corporation may takereasonable steps to ensure that such information is available only tostockholders of the corporation.  If themeeting is to be held at a place, then the list shall be produced and kept atthe time and place of the meeting during the whole time thereof, and may beinspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication,then the list shall also be open to the examination of any stockholder duringthe whole time of the meeting on a reasonably accessible electronic network,and the information required to access such list shall be provided with thenotice of the meeting.

**Section 2.9**            StockholderProposals at Annual Meetings.

At an annual meeting of thestockholders, only such business shall be conducted as shall have been properlybrought before the meeting.  To beproperly brought before an annual meeting, business must be specified in thenotice of meeting (or any supplement thereto) given by or at the direction ofthe Board of Directors, otherwise properly brought before the meeting by or atthe direction of the Board of Directors, or otherwise properly brought beforethe meeting by a stockholder.  Inaddition to any other applicable requirements for business to be properlybrought before an annual meeting by a stockholder, the stockholder must havegiven timely notice thereof in writing to the Secretary of thecorporation.  To be timely, a stockholder’snotice must be delivered to or mailed and received at the principal executiveoffices of the corporation not less than 45 days nor more than 75 days prior tothe date on which the corporation first mailed its proxy materials for theprevious year’s annual meeting of stockholders (or the date on which thecorporation mails its proxy materials for the current year if during the prioryear the corporation did not hold an annual meeting or if the date of theannual meeting was changed more than 30 days from the prior year).  A stockholder’s notice to the Secretary shallset forth as to each matter the stockholder proposes to bring before the annualmeeting (i) a brief description of the business desired to be broughtbefore the annual meeting and the reasons for conducting such business at theannual meeting, (ii) the name and record address of the stockholderproposing such business, (iii) the class and number of shares of thecorporation which are beneficially owned by the stockholder, and (iv) anymaterial interest of the stockholder in such business.

Notwithstanding anything inthe Bylaws to the contrary, no business shall be conducted at the annualmeeting except in accordance with the procedures set forth in Section 2.1 andthis Section 2.9, provided, however, that nothing in this Section 2.9shall be deemed to preclude discussion by any stockholder of any businessproperly brought before the annual meeting in accordance with said procedure.

The Chairman of an annualmeeting shall, if the facts warrant, determine and declare to the meeting thatbusiness was not properly brought before the meeting in accordance with theprovisions of Section 2.1 and this Section 2.9, and if he should sodetermine he shall so declare 

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tothe meeting, and any such business not properly brought before the meetingshall not be transacted.

Nothing in this Section 2.9shall affect the right of a stockholder to request inclusion of a proposal inthe corporation’s proxy statement to the extent that such right is provided byan applicable rule of the Securities and Exchange Commission.

**Section 2.10**         Nominations ofPersons for Election to the Board of Directors.

In addition to any otherapplicable requirements, only persons who are nominated in accordance with thefollowing procedures shall be eligible for election as directors.  Nominations of persons for election to theBoard of Directors of the corporation may be made at a meeting of stockholdersby or at the direction of the Board of Directors, by any nominating committeeor person appointed by the Board of Directors or by any stockholder of thecorporation entitled to vote for the election of directors at the meeting whocomplies with the notice procedures set forth in this Section 2.10.  Such nominations, other than those made by orat the direction of the Board of Directors, shall be made pursuant to timelynotice in writing to the Secretary of the corporation.  To be timely, a stockholder’s notice must bedelivered to or mailed and received at the principal executive offices of thecorporation, not less than 45 days nor more than 75 days prior to the date onwhich the corporation first mailed its proxy materials for the previous year’sannual meeting of shareholders (or the date on which the corporation mails itsproxy materials for the current year if during the prior year the corporationdid not hold an annual meeting or if the date of the annual meeting was changedmore than 30 days from the prior year). Such stockholder’s notice shall set forth (a) as to each personwhom the stockholder proposes to nominate for election or re-election as adirector, (i) the name, age, business address and residence address of theperson, (ii) the principal occupation or employment of the person,(iii) the class and number of shares of the corporation which arebeneficially owned by the person, and (iv) any other information relatingto the person that is required to be disclosed in solicitations for proxies forelection of directors pursuant to Regulation 14A under the SecuritiesExchange Act of 1934; and (b) as to the stockholder giving the notice,(i) the name and record address of the stockholder, and (ii) theclass and number of shares of the corporation which are beneficially owned bythe stockholder.  The corporation mayrequire any proposed nominee to furnish such other information as mayreasonably be required by the corporation to determine the eligibility of suchproposed nominee to serve as a director of the corporation.  No person shall be eligible for election as adirector of the corporation unless nominated in accordance with the proceduresset forth herein.  These provisions shallnot apply to nomination of any persons entitled to be separately elected byholders of preferred stock.

The Chairman of the meetingshall, if the facts warrant, determine and declare to the meeting that anomination was not made in accordance with the foregoing procedure, and if heshould so determine, he shall so declare to the meeting and the defectivenomination shall be disregarded.

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**ARTICLE III**

**Directors**

**Section 3.1**            Number and Termof Office.

(a)           **Number:**  The number of directors of the corporationshall not be less than seven (7) nor more than eleven (11). The exactnumber of directors shall be fixed from time to time, within the limitsspecified in the Certificate of Incorporation or in this Section 3.1, by abylaw or amendment thereof duly adopted by the vote of a majority of the sharesentitled to vote represented at a duly held meeting at which a quorum ispresent or by the Board of Directors.  EffectiveJuly 6, 2006, the number of directors shall be fixed at nine (9), until changedby amendment of the Certificate of Incorporation or by a Bylaw amending thisSection 3.1 duly adopted by the vote or written consent of holders of amajority of the outstanding shares or by the Board of Directors.  Notwithstanding the other provisions of theseBylaws, the election of directors of the corporation can be by written consentor written ballot.

(b)           **Classes:** As set forth in the Certificate of Incorporation the directors shall bedivided into three classes, designated Class I, Class II, andClass III, as nearly equal in number as the then total number of directorspermits.  If the number of directors ischanged, any increase or decrease shall be apportioned among the classes so asto maintain the number of directors in each class as nearly equal as possible,and any additional directors of any class elected to fill a vacancy resultingfrom an increase in such class shall hold office for a term that shall coincidewith the remaining term of that class, but in no case will a decrease in thenumber of directors shorten the term of any incumbent director.  Notwithstanding the foregoing, whenever theholders of any one or more classes or series of preferred stock issued by thecorporation shall have the right, voting separately by class or series, toelect directors at an annual or special meeting of stockholders, the election,term of office, filling of vacancies and other features of such directorshipsshall be governed by the applicable terms of these Bylaws and any certificateof designation creating such class or series of preferred stock, and suchdirectors so elected shall not be divided into classes pursuant to thisSection 3.1 unless expressly provided by such terms.

(c)           **Term:**  The term of office of Class I directors shallexpire at the first annual meeting of stockholders after the initialappointment of the directors for such class, and each third annual meeting ofstockholders thereafter; the term of office of Class II directors shall expireat the second annual meeting of stockholders following the initial appointmentof the directors for such class, and each third annual meeting of stockholdersthereafter; and the term of office of Class III directors shall expire at thethird annual meeting of stockholders following the initial appointment of thedirectors for such class, and each third annual meeting of the stockholdersthereafter.  The directors then in officeshall by resolution of the Board of Directors select which of such directorsshall be Class I directors, Class II directors and Class III directors.  Directors added to the board of directorsbetween annual meetings of stockholders by reason of an increase in theauthorized number of directors shall belong to the class designated by theBoard of Directors; provided however that the number of board seats designatedto belong to Class I, Class II and Class III must be as nearly equal in numberas possible.  Stockholders may 

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effectthe removal of a director only for cause. This provision shall supersede any provision to the contrary in thethese Bylaws.

Any director elected for aterm longer than one year cannot be removed from office in connection with orfollowing a Change in Control (as defined below) of the corporation after March1, 2003.

For purposes of theforegoing sections, a “Change in Control” shall be deemed to have occurred ifany “person” (as such term is used in Section 13(d) of the Securities andExchange Act of 1934, as amended (the “Exchange Act”)), other than the corporationor any person who on the date hereof is a director of officer of thecorporation or whose shares of the corporation are treated as “beneficiallyowned” (as defined in Rule 13d-3 under the Exchange Act) by any suchdirector or officer, is or becomes the beneficial owner, directly orindirectly, without the prior written approval of the majority of the WholeBoard, of securities of the corporation representing 20 percent or more of thecombined voting power of the corporation’s then outstanding securities.

Any amendment, change orrepeal of this Section 3.1, or any other amendment to these Bylaws thatwill have the effect of permitting circumvention of or modifying thisSection 3.1, shall require the favorable vote, at a stockholders’ meeting,of the holders of at least 80% of the then outstanding shares of stock of thecorporation entitled to vote.

Except as provided inSection 3.3 of this Article III, the directors shall be elected by a pluralityvote of the shares represented in person or by proxy, at the stockholdersannual meeting in each year and entitled to vote on the election ofdirectors.  Elected directors shall holdoffice until the next annual meeting for the years in which their terms expire****and until their successors shall be duly elected andqualified.  Directors need not bestockholders.  If, for any cause, theBoard of Directors shall not have been elected at an annual meeting, they maybe elected as soon thereafter as convenient at a special meeting of thestockholders called for that purpose in the manner provided in these Bylaws.

**Section 3.2**            Powers.

The powers of thecorporation shall be exercised, its business conducted and its propertycontrolled by or under the direction of the Board of Directors.

**Section 3.3**            Vacancies.

Vacancies and newly createddirectorships resulting from any increase in the authorized number of directorsmay be filled by a majority of the directors then in office, although less thana quorum, or by a sole remaining director, and each director so elected shallhold office for the unexpired portion of the term of the director whose placeshall be vacant and until his successor shall have been duly elected andqualified.  A vacancy in the Board ofDirectors shall be deemed to exist under this section in the case of the death,removal or resignation of any director, or if the stockholders fail at anymeeting of stockholders at which directors are to be elected to elect thenumber of directors then constituting the whole Board.

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**Section 3.4**            Resignationsand Removals.

(a)           Any director may resign atany time by delivering his resignation to the Secretary in writing or byelectronic transmission, such resignation to specify whether it will beeffective at a particular time, upon receipt by the Secretary or at the pleasureof the Board of Directors.  If no suchspecification is made it shall be deemed effective at the pleasure of the Boardof Directors.  When one or more directorsshall resign from the Board effective at a future date, a majority of thedirectors then in office, including those who have so resigned, shall havepower to fill such vacancy or vacancies, the vote thereon to take effect whensuch resignation or resignations shall become effective, and each director sochosen shall hold office for the unexpired portion of the term of the directorwhose place shall be vacated and until his successor shall have been dulyelected and qualified.

(b)           Unless the Certificate ofIncorporation otherwise provides, if the Board of Directors is classified,stockholders may effect removal only for cause.

**Section 3.5**            Meetings.

(a)           The annual meeting of theBoard of Directors shall be held immediately after the annual stockholders’meeting and at the place where such meeting is held or at the place announcedby the Chairman at such meeting.  Nonotice of an annual meeting of the Board of Directors shall be necessary, andsuch meeting shall be held for the purpose of appointing officers andtransacting such other business as may lawfully come before it.

(b)           Except as hereinafter otherwiseprovided, regular meetings of the Board of Directors shall be held in theoffice of the corporation required to be maintained pursuant toSection 1.2 of Article I hereof. Regular meetings of the Board of Directors may also be held at anyplace, within or without the State of Delaware, which has been designated byresolutions of the Board of Directors or the written consent of all directors.

(c)           Special meetings of theBoard of Directors may be held at any time and place within or without theState of Delaware whenever called by the Chairman of the Board or, if there isno Chairman of the Board, by the Chief Executive Officer, or by any of thedirectors.

(d)           Written notice of the timeand place of all regular and special meetings of the Board of Directors shallbe delivered personally to each director or sent by telegram or facsimiletransmission or other form of electronic transmission at least 24 hoursbefore the start of the meeting, or sent by first class mail at least120 hours before the start of the meeting. Notice of any meeting may be waived in writing at any time before orafter the meeting and will be waived by any director by attendance thereat.

**Section 3.6**            Quorum andVoting.

(a)           A quorum of the Board ofDirectors shall consist of a majority of the exact number of directors fixedfrom time to time in accordance with Section 3.1 of Article III ofthese Bylaws, but not less than one; provided, however, at any meeting whethera quorum be present or otherwise, a majority of the directors present mayadjourn from time to time until the time 

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fixedfor the next regular meeting of the Board of Directors, without notice otherthan by announcement at the meeting.

(b)           At each meeting of the Boardat which a quorum is present, all questions and business shall be determined bya vote of a majority of the directors present, unless a different vote berequired by law, the Certificate of Incorporation, or these Bylaws.

(c)           Any member of the Board ofDirectors, or of any committee thereof, may participate in a meeting by meansof conference telephone or other communication equipment by means of which allpersons participating in the meeting can hear each other, and participation ina meeting by such means shall constitute presence in person at such meeting.

(d)           The transactions of anymeeting of the Board of Directors, or any committee thereof, however called ornoticed, or wherever held, shall be as valid as though had at a meeting dulyheld after regular call and notice if a quorum be present and if, either beforeor after the meeting, each of the directors not present shall sign a writtenwaiver of notice, or a consent to holding such meeting, or an approval of theminutes thereof.  All such waivers,consents or approvals shall be filed with the corporate records or made a partof the minutes of the meeting.

**Section 3.7**            Action WithoutMeeting.

Unless otherwise restrictedby the Certificate of Incorporation or these Bylaws, any action required orpermitted to be taken at any meeting of the Board of Directors or of anycommittee thereof may be taken without a meeting, if all members of the Boardor of such committee, as the case may be, consent thereto in writing or byelectronic transmission, and such writing or writings or electronictransmission or transmissions are filed with the minutes of proceedings of theBoard or committee.  Such filing shall bein paper form if the minutes are maintained in paper form and shall be inelectronic form if the minutes are maintained in electronic form.

**Section 3.8**            Fees andCompensation.

Directors and members ofcommittees may receive such compensation, if any, for their services, and suchreimbursement for expenses, as may be fixed or determined by resolution of theBoard of Directors.

**Section 3.9**            Committees.

(a)           **Executive Committee:**  The Board of Directors may appoint anExecutive Committee of not less than one member, each of whom shall be adirector.  The Executive Committee, tothe extent permitted by law, shall have and may exercise when the Board ofDirectors is not in session all powers of the Board in the management of thebusiness and affairs of the corporation, except such committee shall not havethe power or authority to amend these Bylaws or to approve or recommend to thestockholders any action which must be submitted to stockholders for approvalunder the Delaware General Corporation Law.

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(b)           **Other Committees:** The Board of Directors may, by resolutionpassed by a majority of the whole Board, from time to time appoint such othercommittees as may be permitted by law. Such other committees appointed by the Board of Directors shall havesuch powers and perform such duties as may be prescribed by the resolution orresolutions creating such committee, but in no event shall any such committeehave the powers denied to the Executive Committee in these Bylaws.

(c)           **Term:**  The members of all committees of the Board ofDirectors shall serve a term coexistent with that of the member’s term on theBoard of Directors which shall have appointed such committee.  The Board, subject to the provisions ofsubsections (a) or (b) of this Section 3.9, may at any timeincrease or decrease the number of members of a committee or terminate theexistence of a committee; provided that no committee shall consist of less thanone member.  The membership of acommittee member shall terminate on the date of his death or voluntaryresignation, but the Board may at any time for any reason remove any individualcommittee member and the Board may fill any committee vacancy created by death,resignation, removal or increase in the number of members of thecommittee.  The Board of Directors maydesignate one or more directors as alternate members of any committee, who mayreplace any absent or disqualified member at any meeting of the committee, and,in addition, in the absence or disqualification of any member of a committee,the member or members thereof present at any meeting and not disqualified fromvoting, whether or not he or they constitute a quorum, may unanimously appointanother member of the Board of Directors to act at the meeting in the place ofany such absent or disqualified member.

(d)           **Meetings:**  Unless the Board of Directors shall otherwiseprovide, regular meetings of the Executive Committee or any other committeeappointed pursuant to this Section 3.9 shall be held at such times andplaces as are determined by the Board of Directors, or by any such committee,and when notice thereof has been given to each member of such committee, nofurther notice of such regular meetings need be given thereafter; specialmeetings of any such committee may be held at the principal office of thecorporation required to be maintained pursuant to Section 1.2 ofArticle I hereof, or at any place which has been designated from time totime by resolution of such committee or by written consent of all membersthereof, and may be called by any director who is a member of such committeeupon written notice to the members of such committee of the time and place ofsuch special meeting given in the manner provided for the giving of writtennotice to members of the Board of Directors of the time and place of specialmeetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writingat any time after the meeting and will be waived by any director by attendancethereat.  A majority of the authorizednumber of members of any such committee shall constitute a quorum for thetransaction of business, and the act of a majority of those present at anymeeting at which a quorum is present shall be the act of such committee.

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**ARTICLE IV**

**Officers**

**Section 4.1**            OfficersDesignated.

The officers of thecorporation shall be a Chief Executive Officer, Chief Operating Officer, ChiefFinancial Officer and a Secretary.  TheBoard of Directors may also appoint a Chairman of the Board, one or moreVice-Presidents, assistant secretaries, and such other officers and agents withsuch powers and duties as it shall deem necessary.  The order of the seniority of the Vice-Presidentsshall be in the order of their nomination unless otherwise determined by theBoard of Directors.  The Board ofDirectors may assign such additional titles to one or more of the officers asthey shall deem appropriate.  Any oneperson may hold any number of offices of the corporation at any one time unlessspecifically prohibited therefrom by law. The salaries and other compensation of the officers of the corporationshall be fixed by or in the manner designated by the Board of Directors.

**Section 4.2**            Tenure andDuties of Officers.

(a)           **General:**  All officers shall hold office at thepleasure of the Board of Directors and until their successors shall have beenduly appointed and qualified, unless sooner removed.  Any officer appointed by the Board ofDirectors may be removed at any time by the Board of Directors.  If the office of any officer becomes vacantfor any reason, the vacancy may be filled by the Board of Directors.  Nothing in these Bylaws shall be construed ascreating any kind of contractual right to employment with the corporation.

(b)           **Duties of the Chairman of theBoard of Directors:** The Chairmanof the Board of Directors (if there be such an officer appointed) when presentshall preside at all meetings of the stockholders and the Board ofDirectors.  The Chairman of the Board ofDirectors shall perform such other duties and have such other powers as theBoard of Directors shall designate from time to time.

(c)           **Duties of Chief ExecutiveOfficer:**  The ChiefExecutive Officer shall preside at all meetings of the stockholders and at allmeetings of the Board of Directors, unless the Chairman of the Board ofDirectors has been appointed and is present. The Chief Executive Officer shall perform such other duties and havesuch other powers as the Board of Directors shall designate from time to time.

(d)           **Duties of Chief OperatingOfficer:**  The ChiefOperating Officer shall preside at all meetings of the stockholders and at allmeetings of the Board of Directors, unless the Chairman of the Board ofDirectors or Chief Executive Officer has been appointed and is present.  The Chief Operating Officer shall performsuch other duties and have such other powers as the Board of Directors shalldesignate from time to time.

(e)           **Duties of Chief FinancialOfficer:**  The ChiefFinancial Officer shall keep or cause to be kept the books of account of thecorporation in a thorough and proper manner, and shall render statements of thefinancial affairs of the corporation in such form and as often as required bythe Board of Directors or the Chief Executive Officer.  The Chief Financial 

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Officer,subject to the order of the Board of Directors, shall have the custody of allfunds and securities of the corporation. The Chief Financial Officer shall perform all other duties commonlyincident to his office and shall perform such other duties and have such otherpowers as the Board of Directors or the Chief Executive Officer shall designatefrom time to time.  The Chief ExecutiveOfficer may direct any assistant financial officer to assume and perform theduties of the Chief Financial Officer in the absence or disability of the ChiefFinancial Officer, and each assistant financial officer shall perform suchother duties and have such other powers as the Board of Directors or the ChiefExecutive Officer shall designate from time to time.

(f)            **Duties of Vice-Presidents:**  Subject to the duties and powers of the ChiefExecutive Officer, the Chief Operating Officer and the Chief Financial Officer,the Vice-Presidents, in the order of their seniority, may assume and performthe duties of the Chief Executive Officer or Chief Operating Officer in theabsence or disability of the Chief Executive Officer or Chief Operating Officeror whenever the office of the Chief Executive Officer or Chief OperatingOfficer is vacant.  The Vice-Presidentsshall perform such other duties and have such other powers as the Board ofDirectors or the Chief Executive Officer shall designate from time to time.

(g)           **Duties of Secretary:**  The Secretary shall attend all meetings ofthe stockholders and of the Board of Directors and any committee thereof, andshall record all acts and proceedings thereof in the minute book of thecorporation, which may be maintained in either paper or electronic form.  The Secretary shall give notice, in conformitywith these Bylaws, of all meetings of the stockholders and of all meetings ofthe Board of Directors and any Committee thereof requiring notice.  The Secretary shall perform such other dutiesand have such other powers as the Board of Directors shall designate from timeto time.  The Chief Executive Officer maydirect any assistant secretary to assume and perform the duties of theSecretary in the absence or disability of the Secretary, and each assistantsecretary shall perform such other duties and have such other powers as theBoard of Directors or the Chief Executive Officer shall designate from time totime.

**ARTICLE V**

**Executionof Corporate Instruments, andVoting of Securities Owned by the Corporation**

**Section 5.1**            Execution ofCorporate Instruments.

(a)           The Board of Directors mayin its discretion determine the method and designate the signatory officer orofficers, or other person or persons, to execute any corporate instrument ordocument, or to sign the corporate name without limitation, except whereotherwise provided by law, and such execution or signature shall be bindingupon the corporation.

(b)           Unless otherwisespecifically determined by the Board of Directors or otherwise required by law,formal contracts of the corporation, promissory notes, deeds of trust,mortgages and other evidences of indebtedness of the corporation, and othercorporate instruments or documents requiring the corporate seal, andcertificates of shares of stock owned 

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bythe corporation, shall be executed, signed or endorsed by the Chairman of theBoard (if there be such an officer appointed) or by the Chief ExecutiveOfficer; such documents may also be executed by any Vice-President and by theSecretary or Chief Financial Officer or any assistant secretary or assistantfinancial officer.  All other instrumentsand documents requiring the corporate signature but not requiring the corporateseal may be executed as aforesaid or in such other manner as may be directed bythe Board of Directors.

(c)           All checks and drafts drawnon banks or other depositaries on funds to the credit of the corporation or inspecial accounts of the corporation shall be signed by such person or personsas the Board of Directors shall authorize so to do.

(d)           Execution of any corporateinstrument may be effected in such form, either manual, facsimile or electronicsignature, as may be authorized by the Board of Directors.

**Section 5.2**            Voting ofSecurities Owned by Corporation.

All stock and othersecurities of other corporations owned or held by the corporation for itself orfor other parties in any capacity shall be voted, and all proxies with respectthereto shall be executed, by the person authorized so to do by resolution ofthe Board of Directors or, in the absence of such authorization, by the Chairmanof the Board (if there be such an officer appointed), or by the Chief ExecutiveOfficer, or by any Vice-President.

**ARTICLE VI**

**Sharesof Stock**

**Section 6.1**            Form andExecution of Certificates.

The shares of thecorporation shall be represented by certificates, provided that the Board ofDirectors may provide by resolution or resolutions that some or all of any orall classes or series of its stock shall be uncertificated shares.  Any such resolution shall not apply to sharesrepresented by a certificate until such certificate is surrendered to thecorporation.  Certificates for the sharesof stock of the corporation shall be in such form as is consistent with theCertificate of Incorporation and applicable law.  Every holder of stock in the corporation shallbe entitled to have a certificate signed by, or in the name of the corporationby, the Chairman of the Board (if there be such an officer appointed), or bythe Chief Executive Officer or any Vice-President and by the ChiefFinancial Officer or assistant financial officer or the Secretary or assistantsecretary, certifying the number of shares owned by him in thecorporation.  Any or all of thesignatures on the certificate may be a facsimile.  In case any officer, transfer agent, orregistrar who has signed or whose facsimile signature has been placed upon acertificate shall have ceased to be such officer, transfer agent, or registrarbefore such certificate is issued, it may be issued with the same effect as ifhe were such officer, transfer agent, or registrar at the date of issue.  If the corporation shall be authorized toissue more than one class of stock or more than one series of any class, thepowers, designations, preferences and relative, participating, optional orother special rights of each class of stock or series thereof and thequalifications, limitations or restrictions of such preferences and/or rightsshall be set forth in full or summarized on the face or back of the certificatewhich the corporation shall issue to represent such class or series of 

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stock,provided that, except as otherwise provided in section 202 of the DelawareGeneral Corporation Law, in lieu of the foregoing requirements, there may beset forth on the face or back of the certificate which the corporation shallissue to represent such class or series of stock, a statement that thecorporation will furnish without charge to each stockholder who so requests thepowers, designations, preferences and relative, participating, optional orother special rights of each class of stock or series thereof and thequalifications, limitations or restrictions of such preferences and/or rights.

**Section 6.2**            LostCertificates.

The Board of Directors maydirect a new certificate or certificates to be issued in place of anycertificate or certificates theretofore issued by the corporation alleged tohave been lost or destroyed, upon the making of an affidavit of that fact bythe person claiming the certificate of stock to be lost or destroyed.  When authorizing such issue of a new certificateor certificates, the Board of Directors may, in its discretion and as acondition precedent to the issuance thereof, require the owner of such lost ordestroyed certificate or certificates, or his legal representative, toindemnify the corporation in such manner as it shall require and/or to give thecorporation a surety bond in such form and amount as it may direct as indemnityagainst any claim that may be made against the corporation with respect to thecertificate alleged to have been lost or destroyed.

**Section 6.3**            Transfers.

Transfers of record ofshares of stock of the corporation shall be made only upon its books by theholders thereof, in person or by attorney duly authorized, and upon thesurrender of a certificate or certificates for a like number of shares,properly endorsed.

**Section 6.4**            Fixing RecordDates.

(a)           In order that thecorporation may determine the stockholders entitled to notice of or to vote atany meeting of stockholders or any adjournment thereof, the Board of Directorsmay fix a record date, which record date shall not precede the date upon whichthe resolution fixing the record date is adopted by the Board of Directors, andwhich record date shall not be more than 60 nor less than 10 days before thedate of such meeting.  If no record dateis fixed by the Board of Directors, the record date for determiningstockholders entitled to notice of or to vote at a meeting of stockholdersshall be at the close of business on the day next preceding the day on whichnotice is given, or, if notice is waived, at the close of business on the daynext preceding the date on which the meeting is held.  A determination of stockholders of recordentitled notice of or to vote at a meeting of stockholders shall apply to anyadjournment of the meeting; provided, however, that the Board of Directors mayfix a new record date for the adjourned meeting.

(b)           In order that thecorporation may determine the stockholders entitled to consent to corporateaction in writing or by electronic transmission without a meeting, the Board ofDirectors may fix a record date, which record date shall not precede the dateupon which the resolution fixing the record date is adopted by the Board ofDirectors, and which date shall not be more than 10 days after the date upon whichthe resolution fixing the record date is adopted 

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bythe Board of Directors.  If no recorddate has been fixed by the Board of Directors, the record date for determiningstockholders entitled to consent to corporate action in writing or by electronictransmission without a meeting, when no prior action by the Board of Directorsis required by the Delaware General Corporation Law, shall be the first date onwhich a signed written consent or electronic transmission setting forth theaction taken or proposed to be taken is delivered to the corporation bydelivery to its registered office in Delaware, its principal place of business,or an officer or agent of the corporation having custody of the book in whichproceedings of meetings of stockholders are recorded; provided that any suchelectronic transmission shall satisfy the requirements of Section 2.1(d) and,unless the Board of Directors otherwise provides by resolution, no such consentby electronic transmission shall be deemed to have been delivered until suchconsent is reproduced in paper form and until such paper form shall bedelivered to the corporation by delivery to its registered office in Delaware,its principal place of business or an officer or agent of the corporationhaving custody of the book in which proceedings of meetings of stockholders arerecorded.  Delivery made to a corporation’sregistered office shall be by hand or by certified or registered mail, returnreceipt requested.  If no record date hasbeen fixed by the Board of Directors and prior action by the Board of Directorsis required by law, the record date for determining stockholders entitled toconsent to corporate action in writing or by electronic transmission without ameeting shall be at the close of business on the day on which the Board ofDirectors adopts the resolution taking such prior action.

(c)           In order that thecorporation may determine the stockholders entitled to receive payment of anydividend or other distribution or allotment of any rights or the stockholdersentitled to exercise any rights in respect of any change, conversion orexchange of stock, or for the purpose of any other lawful action, the Board ofDirectors may fix a record date, which record date shall not precede the dateupon which the resolution fixing the record date is adopted, and which recorddate shall be not more than 60 days prior to such action.  If no record date is fixed, the record datefor determining stockholders for any such purpose shall be at the close ofbusiness on the day on which the Board of Directors adopts the resolutionrelating thereto.

**Section 6.5**            RegisteredStockholders.

The corporation shall beentitled to recognize the exclusive right of a person registered on its booksas the owner of shares to receive dividends and to vote as such owner, andshall not be bound to recognize any equitable or other claim to or interest insuch share or shares on the part of any other person, whether or not it shallhave express or other notice thereof, except as otherwise provided by the lawsof Delaware.

**ARTICLE VII**

**OtherSecurities of the Corporation**

All bonds, debentures andother corporate securities of the corporation, other than stock certificates,may be signed by the Chairman of the Board (if there be such an officerappointed), or the Chief Executive Officer or any Vice-President or such otherperson as may be authorized by the Board of Directors and the corporate sealimpressed thereon or a facsimile of such seal 

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imprintedthereon and attested by the signature of the Secretary or an assistantsecretary, or the Chief Financial Officer or an assistant financial officer;provided, however, that where any such bond, debenture or other corporatesecurity shall be authenticated by the manual signature of a trustee under anindenture pursuant to which such bond, debenture or other corporate securityshall be issued, the signature of the persons signing and attesting thecorporate seal on such bond, debenture or other corporate security may be theimprinted facsimile of the signatures of such persons.  Interest coupons appertaining to any suchbond, debenture or other corporate security, authenticated by a trustee asaforesaid, shall be signed by the Chief Financial Officer or an assistantfinancial officer of the corporation, or such other person as may be authorizedby the Board of Directors, or bear imprinted thereon the facsimile signature ofsuch person.  In case any officer whoshall have signed or attested any bond, debenture or other corporate security,or whose facsimile signature shall appear thereon has ceased to be an officerof the corporation before the bond, debenture or other corporate security sosigned or attested shall have been delivered, such bond, debenture or othercorporate security nevertheless may be adopted by the corporation and issuedand delivered as though the person who signed the same or whose facsimilesignature shall have been used thereon had not ceased to be such officer of thecorporation.

**ARTICLE VIII**

**CorporateSeal**

The corporate seal shallconsist of a die bearing the name of the corporation and the state and date ofits incorporation.  Said seal may be usedby causing it or a facsimile thereof to be impressed or affixed or reproducedor otherwise.

**ARTICLE IX**

**Indemnificationof Officers, Directors, Employees and Agents**

**Section 9.1**            Right toIndemnification.

Each person who was or is aparty or is threatened to be made a party to or is involved (as a party,witness, or otherwise), in any threatened, pending, or completed action, suit,or proceeding, whether civil, criminal, administrative, or investigative(hereinafter a “Proceeding”), by reason of the fact that he, or a person ofwhom he is the legal representative, is or was a director, officer, employee,or agent of the corporation or is or was serving at the request of thecorporation as a director, officer, employee, or agent of another corporationor of a partnership, joint venture, trust, or other enterprise, includingservice with respect to employee benefit plans, whether the basis of theProceeding is alleged action in an official capacity as a director, officer,employee, or agent or in any other capacity while serving as a director,officer, employee, or agent (hereafter an “Agent”), shall be indemnified andheld harmless by the corporation to the fullest extent authorized by theDelaware General Corporation Law, as the same exists or may hereafter beamended or interpreted (but, in the case of any such amendment orinterpretation, only to the extent that such amendment or interpretationpermits the corporation to provide broader indemnification rights than werepermitted prior thereto) against all expenses, liability, and loss (includingattorneys’ fees, judgments, fines, ERISA excise taxes or penalties, and 

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amountspaid or to be paid in settlement, and any interest, assessments, or othercharges imposed thereon, and any federal, state, local, or foreign taxesimposed on any Agent as a result of the actual or deemed receipt of anypayments under this Article) reasonably incurred or suffered by such person inconnection with investigating, defending, being a witness in, or participatingin (including on appeal), or preparing for any of the foregoing in, anyProceeding (hereinafter “Expenses”); *provided, however*,that except as to actions to enforce indemnification rights pursuant toSection 9.3 of this Article, the corporation shall indemnify any Agentseeking indemnification in connection with a Proceeding (or part thereof)initiated by such person only if the Proceeding (or part thereof) was authorizedby the Board of Directors of the corporation. The right to indemnification conferred in this Article shall be acontract right.

**Section 9.2**            Authority toAdvance Expenses.

Expenses incurred by anofficer or director (acting in his capacity as such) in defending a Proceedingshall be paid by the corporation in advance of the final disposition of suchProceeding; provided, however, that if required by the Delaware GeneralCorporation Law, as amended, such Expenses shall be advanced only upon deliveryto the corporation of an undertaking by or on behalf of such director orofficer to repay such amount if it shall ultimately be determined that he isnot entitled to be indemnified by the corporation as authorized in this Articleor otherwise.  Expenses incurred by otherAgents of the corporation (or by the directors or officers not acting in theircapacity as such, including service with respect to employee benefit plans) maybe advanced upon such terms and conditions as the Board of Directors deemsappropriate.  Any obligation to reimbursethe corporation for Expense advances shall be unsecured and no interest shallbe charged thereon.

**Section 9.3**            Right ofClaimant to Bring Suit.

If a claim underSection 9.1 or 9.2 of this Article is not paid in full by the corporationwithin 60 days after a written claim has been received by the corporation,the claimant may at any time thereafter bring suit against the corporation torecover the unpaid amount of the claim and, if successful in whole or in part,the claimant shall be entitled to be paid also the expense (including attorneys’fees) of prosecuting such claim.  Itshall be a defense to any such action (other than an action brought to enforcea claim for expenses incurred in defending a Proceeding in advance of its finaldisposition where the required undertaking has been tendered to thecorporation) that the claimant has not met the standards of conduct that makeit permissible under the Delaware General Corporation Law for the corporationto indemnify the claimant for the amount claimed.  The burden of proving such a defense shall beon the corporation.  Neither the failureof the corporation (including its Board of Directors, independent legalcounsel, or its stockholders) to have made a determination prior to thecommencement of such action that indemnification of the claimant is properunder the circumstances because he has met the applicable standard of conductset forth in the Delaware General Corporation Law, nor an actual determinationby the corporation (including its Board of Directors, independent legalcounsel, or its stockholders) that the claimant had not met such applicablestandard of conduct, shall be a defense to the action or create a presumptionthat claimant has not met the applicable standard of conduct.

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**Section 9.4**            ProvisionsNonexclusive.

The rights conferred on anyperson by this Article shall not be exclusive of any other rights that suchperson may have or hereafter acquire under any statute, provision of theCertificate of Incorporation, agreement, vote of stockholders or disinteresteddirectors, or otherwise, both as to action in an official capacity and as toaction in another capacity while holding such office.  To the extent that any provision of theCertificate of Incorporation, agreement, or vote of the stockholders ordisinterested directors is inconsistent with these Bylaws, the provision,agreement, or vote shall take precedence.

**Section 9.5**            Authority toInsure.

The corporation may purchaseand maintain insurance to protect itself and any Agent against any Expense,whether or not the corporation would have the power to indemnify the Agentagainst such Expense under applicable law or the provisions of this Article.

**Section 9.6**            Survival ofRights.

The rights provided by thisArticle shall continue as to a person who has ceased to be an Agent and shallinure to the benefit of the heirs, executors, and administrators of such aperson.

**Section 9.7**            Settlement ofClaims.

The corporation shall not beliable to indemnify any Agent under this Article (a) for any amounts paidin settlement of any action or claim effected without the corporation’s writtenconsent, which consent shall not be unreasonably withheld; or (b) for anyjudicial award if the corporation was not given a reasonable and timelyopportunity, at its expense, to participate in the defense of such action.

**Section 9.8**            Effect ofAmendment.

Any amendment, repeal, ormodification of this Article shall not adversely affect any right or protectionof any Agent existing at the time of such amendment, repeal, or modification.

**Section 9.9**            Subrogation.

In the event of paymentunder this Article, the corporation shall be subrogated to the extent of suchpayment to all of the rights of recovery of the Agent, who shall execute allpapers required and shall do everything that may be necessary to secure suchrights, including the execution of such documents necessary to enable thecorporation effectively to bring suit to enforce such rights.

**Section 9.10**         No Duplicationof Payments.

The corporation shall not beliable under this Article to make any payment in connection with any claim madeagainst the Agent to the extent the Agent has otherwise actually receivedpayment (under any insurance policy, agreement, vote, or otherwise) of theamounts otherwise indemnifiable hereunder.

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**ARTICLE X**

**Notices**

Whenever, under anyprovisions of these Bylaws, notice is required to be given to any stockholder,the same shall be given either (1) in writing, timely and duly deposited in theUnited States Mail, postage prepaid, and addressed to his last known postoffice address as shown by the stock record of the corporation or its transferagent, or (2) by a means of electronic transmission that satisfies therequirements of Section 2.4(e) of these Bylaws, and has been consented to bythe stockholder to whom the notice is given. Any notice required to be given to any director may be given by eitherof the methods hereinabove stated, except that such notice other than one whichis delivered personally, shall be sent to such address or (in the case ofelectronic communication) such e-mail address, facsimile telephone number orother form of electronic address as such director shall have filed in writingor by electronic communication with the Secretary of the corporation, or, inthe absence of such filing, to the last known post office address of suchdirector.  If no address of a stockholderor director be known, such notice may be sent to the office of the corporationrequired to be maintained pursuant to Section 1.2 of Article Ihereof.  An affidavit of mailing,executed by a duly authorized and competent employee of the corporation or itstransfer agent appointed with respect to the class of stock affected,specifying the name and address or the names and addresses of the stockholderor stockholders, director or directors, to whom any such notice or notices wasor were given, and the time and method of giving the same, shall be conclusiveevidence of the statements therein contained. All notices given by mail, as above provided, shall be deemed to havebeen given as at the time of mailing and all notices given by means ofelectronic transmission shall be deemed to have been given as at the sendingtime recorded by the electronic transmission equipment operator transmittingthe same.  It shall not be necessary thatthe same method of giving notice be employed in respect of all directors, butone permissible method may be employed in respect of any one or more, and anyother permissible method or methods may be employed in respect of any other orothers.  The period or limitation of timewithin which any stockholder may exercise any option or right, or enjoy anyprivilege or benefit, or be required to act, or within which any director mayexercise any power or right, or enjoy any privilege, pursuant to any noticesent him in the manner above provided, shall not be affected or extended in anymanner by the failure of such a stockholder or such director to receive suchnotice.  Whenever any notice is requiredto be given under the provisions of law or of the Certificate of Incorporation,or of these Bylaws, a waiver thereof in writing signed by the person or personsentitled to said notice, or a waiver by electronic transmission by the personentitled to notice, whether before or after the time stated therein, shall bedeemed equivalent thereto.  Whenevernotice is required to be given, under any provision of law or of theCertificate of Incorporation or Bylaws of the corporation, to any person withwhom communication is unlawful, the giving of such notice to such person shallnot be required and there shall be no duty to apply to any governmentalauthority or agency for a license or permit to give such notice to suchperson.  Any action or meeting whichshall be taken or held without notice to any such person with whomcommunication is unlawful shall have the same force and effect as if suchnotice had been duly given. In the event that the action taken by thecorporation is such as to require the filing of a certificate under any provisionof the Delaware General Corporation Law, the certificate shall state, if suchis the fact and if notice is required, that notice was given to all personsentitled to receive notice except such persons with whom communication isunlawful.

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**ARTICLE XI**

**Amendments**

Subject to Section 3.1,these Bylaws may be repealed, altered or amended or new Bylaws adopted at anymeeting of the stockholders, either annual or special, by the affirmative voteof a majority of the stock entitled to vote at such meeting, unless a largervote is required by these Bylaws or the Certificate of Incorporation.  Subject to Section 3.1, the Board ofDirectors shall also have the authority to repeal, alter or amend these Bylawsor adopt new Bylaws (including, without limitation, the amendment of any Bylawssetting forth the number of directors who shall constitute the whole Board ofDirectors) by unanimous written consent or at any annual, regular, or specialmeeting by the affirmative vote of a majority of the whole number of directors,subject to the power of the stockholders to change or repeal such Bylaws.

**ARTICLEXII**

**EmergencyBylaws**

The Emergency Bylawsprovided in this Article 12 shall be operative during any emergency in theconduct of the business of the corporation resulting from an attack on theUnited States or on a locality in which the corporation conducts its businessor customarily holds meetings of its Board of Directors or its stockholders, orduring any nuclear or atomic disaster, or during the existence of any catastrophe,or other similar emergency condition, as a result of which a quorum of theBoard of Directors or a standing committee thereof cannot readily be convenedfor action notwithstanding any different provision in the preceding Bylaws orin the Certificate of Incorporation or in the law.  To the extent not inconsistent withprovisions of this Section, the Bylaws of the corporation shall remain ineffect during any emergency and upon its termination the Emergency Bylaws shallcease to be operative.  Any amendments ofthese Emergency Bylaws may make any further or different provision that may bepractical and necessary for the circumstances of the emergency.

(a)           During any suchemergency:  (1) a meeting of the Board ofDirectors or a committee thereof may be called by any officer or director ofthe corporation, notice of the time and place of the meeting to be given by theperson calling the meeting to such of the directors as it may be feasible toreach by any available means of communication (including by publication orradio), such notice to be given at such time in advance of the meeting ascircumstances permit in the judgment of the person calling the meeting; (2) thedirector or directors in attendance at the meeting shall constitute a quorum;(3) the officers or other persons designated on a list approved by the Board ofDirectors before the emergency, all in such order of priority and subject tosuch conditions and for such period of time (not longer than reasonablynecessary after the termination of the emergency) as may be provided in theresolution approving the list, shall, to the extent required to provide aquorum at any meeting of the Board of Directors, be deemed directors for suchmeeting; (4) the Board of Directors, either before or during any suchemergency, may provide, and from time to time modify, lines of succession inthe event that during such emergency any or all officers or agents of thecorporation shall for any reason be rendered incapable of discharging theirduties; (5) the Board of Directors, either before or during any such emergency,may, effective in the emergency, change the head office or designate 

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severalalternative head offices or regional offices, or authorize the officers so todo; and (6) to the extent required to constitute a quorum at any meeting of theBoard of Directors during such an emergency, the officers of the corporationwho are present shall be deemed, in order of rank and within the same rank inorder of seniority, directors for such meeting.

(b)           No officer, director oremployee acting in accordance with any Emergency Bylaws shall be liable exceptfor willful misconduct.

(c)           These Emergency Bylaws shall be subject to repeal orchange by further action of the Board of Directors or by action of thestockholders.

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**CERTIFICATE OF SECRETARY**

The undersigned, Secretaryof MediCor Ltd., a Delaware corporation, hereby certifies that the foregoing isa full, true and correct copy of the Bylaws of said corporation, with allamendments to date of this Certificate.

WITNESSthe signature of the undersigned to be effective as of July 6, 2006.

 
|        | /s/ Marc S.  Sperberg |   |
|--------|-----------------------|--------|
|   | Marc S. Sperberg      |
|   | Secretary             |

 

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