**Exhibit3.3**

 

**AMENDEDAND RESTATED**

 

**BYLAWS**

 

**OF**

 

**MEDICORLTD.**

 

 

**aDelaware corporation**

 

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**TABLEOF CONTENTS**

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

 

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

 

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

 

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**AMENDED AND RESTATED**

** **

**BYLAWS**

** **

**OF**

** **

**MEDICOR LTD.**

 

**ARTICLE I**

** **

**Offices**

 

**Section 1.1**                                   **Registered Office.**

** **

The registered office of the corporation in the State of Delaware shallbe in the City of Wilmington, County of New Castle.

 

**Section1.2**                                   **Other Offices.**

** **

The corporation shall also have and maintain an office or principalplace of business at 4560 S. Decatur Blvd., Ste. 300, Las Vegas, Nevada 89103,and may also have offices at such other places, both within and without theState of Delaware as the Board of Directors may from time to time determine orthe business of the corporation may require.

 

**ARTICLEII**

** **

**Stockholders’ Meetings**

 

**Section 2.1**                                   **Place of Meetings.**

 

(a)                                  Meetings ofstockholders may be held at such place, either within or without this State, asmay be designated by or in the manner provided in these bylaws or, if not sodesignated, as determined by the Board of Directors.  The Board of Directors may, in its sole discretion, determinethat the meeting shall not be held at any place, but may instead be held solelyby means of remote communication as authorized by paragraph (b) of this Section2.1.

 

(b)                                 If authorized by theBoard of 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 ameeting of stockholders; and

 

(2)                                  Be deemed present inperson and vote at a meeting of stockholders whether such meeting is to be heldat a designated place or solely by means of remote communication, provided that(A) the corporation shall implement reasonable measures to verify that eachperson deemed present and permitted to vote at the meeting by means of remote

 

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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 thisSection 2.1, “remote communication” shall include (1) telephone or othervoice communications and (2) electronic mail or other form of written orvisual electronic communications satisfying the requirements of Section 2.1(d).

 

(d)                                 A telegram, cablegramor other electronic transmission consent to an action to be taken andtransmitted by a stockholder or proxyholder, or by a person or personsauthorized to act for a stockholder or proxyholder, shall be deemed to bewritten, signed and dated for the purposes of this section, provided that anysuch telegram, cablegram or other electronic transmission sets forth or isdelivered with information from which the corporation can determine (i) thatthe telegram, cablegram or other electronic transmission was transmitted by thestockholder or proxyholder or by a person or persons authorized to act for thestockholder or proxyholder, and (ii) the date on which such stockholder orproxyholder or authorized person or persons transmitted such telegram,cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission istransmitted shall be deemed to be the date on which such consent wassigned.  No consent given by telegram,cablegram or other electronic transmission shall be deemed to have beendelivered until such consent is reproduced in paper form and until such paperform shall be delivered to the corporation by delivery to its registered officein this State, 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.  Deliverymade to a corporation’s registered office shall be made by hand or by certifiedor registered 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.

 

**Section2.2**                                   **Annual Meetings.**

 

The annual meetings of the stockholders of the corporation, for thepurpose of election of directors and for such other business as may lawfullycome before it, shall be held on such date and at such time as may bedesignated from time to time by the Board of Directors, or, if not sodesignated, then at 10:00 a.m. on the first Tuesday in November in eachyear if not a legal holiday, and, if a legal holiday, at the same hour andplace on the next succeeding day not a holiday.

 

**Section 2.3**                                   **Special Meetings.**

 

Subject to the rights of the holders of any series of preferred stock,special meetings of stockholders of the corporation may be called only (i) bythe Chairman of the Board, (ii) by the

 

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Board of Directors pursuant to a resolution adopted by a majority ofthe Whole Board (as defined below), or (iii) by the stockholders of thecorporation pursuant to a resolution adopted by the holders of a majority ofthe voting power of the shares of the then outstanding voting stock of thecorporation voting together as a single class.

 

For purposes of the foregoing, the “Whole Board” means the total numberof directors which this corporation would have it there were no vacancies.

 

**Section 2.4**                                   **Notice of Meetings.**

 

(a)                                  Except as otherwiseprovided by law or the Certificate of Incorporation, written notice of eachmeeting of stockholders, specifying the place, if any, date and hour andpurpose or purposes of the meeting, and the means of remote communication, ifany, by which stockholders and proxyholders may be deemed to be present inperson and vote at such meeting, shall be given not less than 10 nor more than60 days before the date of the meeting to each stockholder entitled to votethereat, directed to his address as it appears upon the books of thecorporation; except that where the matter to be acted on is a merger orconsolidation of the corporation or a sale, lease or exchange of all orsubstantially all of its assets, such notice shall be given not less than 20nor more than 60 days prior to such meeting.

 

(b)                                 If at any meetingaction is proposed to be taken which, if taken, would entitle stockholdersfulfilling the requirements of section 262(d) of the Delaware GeneralCorporation Law to an appraisal of the fair value of their shares, the noticeof such meeting shall contain a statement of that purpose and to that effectand shall be accompanied by a copy of that statutory section.

 

(c)                                  When a meeting isadjourned to another time or place, notice need not be given of the adjournedmeeting if the time, place, if any, thereof, and the means of remotecommunication, if any, by which stockholders and proxyholders may be deemed tobe present in person and vote at such adjourned meeting, are announced at themeeting at which the adjournment is taken unless the adjournment is for morethan 30 days, or unless after the adjournment a new record date is fixed forthe adjourned meeting, in which event a notice of the adjourned meeting shallbe given to each stockholder of record entitled to vote at the meeting.

 

(d)                                 Notice of the time,place and purpose of any meeting of stockholders may be waived in writing,either before or after such meeting, and, to the extent permitted by law, willbe waived by any stockholder by his attendance thereat, in person or byproxy.  Any stockholder so waivingnotice of such meeting shall be bound by the proceedings of any such meeting inall respects as if due notice thereof had been given.

 

(e)                                  Without limiting themanner by which notice otherwise may be given effectively to stockholders, anynotice to 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 stockholder to whom the notice is given.  Any such consent shall be revocable by the stockholder by writtennotice to the corporation.  Any suchconsent shall be deemed revoked if (i) the corporation is unable to deliver byelectronic transmission two consecutive notices given by the 

 

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corporation in accordance with such consent, and (ii) such inabilitybecomes known to the secretary or an assistant secretary of the corporation orto the transfer agent or other person responsible for the giving of notice;provided, however, the inadvertent failure to treat such inability as arevocation shall not invalidate any meeting or other action.  Notice given pursuant to this subparagraph(e) shall be deemed given: (1) if by facsimile telecommunication, when directedto a number at which the stockholder has consented to receive notice; (2) if byelectronic mail, when directed to an electronic mail address at which thestockholder has consented to receive notice; (3) if by a posting on anelectronic network together with separate notice to the stockholder of suchspecific posting, upon the later of (A) such posting and (B) the giving of suchseparate notice; and (4) if by any other form of electronic transmission, whendirected to the stockholder.  Anaffidavit of the secretary or an assistant secretary or of the transfer agentor other agent of the corporation that the notice has been given by a form ofelectronic transmission shall, in the absence of fraud, be prima facie evidenceof the facts stated therein.  Forpurposes of these Bylaws, “electronic transmission” means any form ofcommunication, not directly involving the physical transmission of paper, thatcreates a record that may be retained, retrieved and reviewed by a recipientthereof, and that may be directly reproduced in paper form by such a recipientthrough an automated process.

 

**Section 2.5**                                   **Quorum and Voting.**

 

(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 of business.  Shares, the voting of which at said meetinghave been enjoined, or which for any reason cannot be lawfully voted at suchmeeting, shall not be counted to determine a quorum at said meeting.  In the absence of a quorum, any meeting ofstockholders may be adjourned, from time to time, by vote of the holders of amajority of the shares represented thereat, but no other business shall betransacted at such meeting.  At suchadjourned meeting at which a quorum is present or represented, any business maybe transacted which might have been transacted at the original meeting.  The stockholders present at a duly called orconvened meeting at which a quorum is present may continue to transact businessuntil adjournment, notwithstanding the withdrawal of enough stockholders toleave less than a quorum.

 

(b)                                 Except as otherwiseprovided by law, the Certificate of Incorporation or these Bylaws, all actiontaken by the holders of a majority of the voting power represented at anymeeting at which a quorum is present shall be valid and binding upon thecorporation.

 

(c)                                  Where a separate voteby a class 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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**Section2.6**                                   **Voting Rights.**

 

(a)                                  Except as otherwiseprovided by law, only persons in whose names shares entitled to vote stand onthe stock records of the corporation on the record date for determining thestockholders entitled to vote at said meeting shall be entitled to vote at suchmeeting.  Shares standing in the namesof two 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 entitledto vote or to execute consents shall have the right to do so either in personor by an agent or agents authorized by a written proxy executed by such personor his duly authorized agent, which proxy shall be filed with the Secretary ofthe corporation 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 themanner in which a stockholder may authorize another person or persons to actfor him as proxy pursuant to subsection (b) of this section, the followingshall constitute a valid means by which a stockholder may grant such authority:

 

(1)                                  A stockholder mayexecute a writing authorizing another person or persons to act for him asproxy.  Execution may be accomplished bythe stockholder or his authorized officer, director, employee or agent signingsuch writing or causing his signature to be affixed to such writing by anyreasonable means including, but not limited to, by facsimile signature.

 

(2)                                  A stockholder mayauthorize another 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, facsimiletelecommunication or other reliable reproduction of the writing or transmissioncreated pursuant to subsection (c) of this section may be substituted or usedin lieu of the original writing or transmission for any and all purposes forwhich the original writing or transmission could be used, provided that suchcopy, facsimile

 

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telecommunication or other reproduction shall be a completereproduction of the entire original writing or transmission.

 

**Section 2.7**                                   **Voting Procedures and Inspectors of Elections.**

 

(a)                                  The corporationshall, in advance of any meeting of stockholders, appoint one or moreinspectors to act at 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 proxiesand ballots, (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 ofthe opening and the closing of the polls for each matter upon which the stockholderswill 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 thevalidity and counting of proxies and ballots, the inspectors shall be limitedto an examination of the proxies, any envelopes submitted with those proxies,any information 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 the recordowner 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 of Stockholders.**

 

The officer who has charge of the stock ledger of the corporation shallprepare and make, at least 10 days before every meeting of stockholders, acomplete list of the stockholders entitled to vote at said meeting, arranged inalphabetical order, showing the address of and the number of

 

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shares registered in the name of each stockholder.  The corporation need not include electronicmail addresses or other electronic contact information on such list.  Such list shall be open to the examinationof any stockholder for any purpose germane to the meeting for a period of atleast 10 days prior to the meeting:  (i)on a reasonably accessible electronic network, provided that the informationrequired to gain access to such list is provided with the notice of themeeting, or (ii) during ordinary business hours at the principal place ofbusiness of the corporation.  In the eventthat the corporation determines to make the list available on an electronicnetwork, the corporation may take reasonable steps to ensure that suchinformation is available only to stockholders of the corporation.  If the meeting is to be held at a place,then the list shall be produced and kept at the time and place of the meetingduring the whole time thereof, and may be inspected by any stockholder who ispresent.  If the meeting is to be heldsolely by means of remote communication, then the list shall also be open tothe examination of any stockholder during the whole time of the meeting on areasonably accessible electronic network, and the information required toaccess such list shall be provided with the notice of the meeting.

 

**Section 2.9**                                   **Stockholder Proposals at Annual Meetings.**

 

At an annual meeting of the stockholders, only such business shall beconducted as shall have been properly brought before the meeting.  To be properly brought before an annualmeeting, business must be specified in the notice of meeting (or any supplementthereto) given by or at the direction of the Board of Directors, otherwiseproperly brought before the meeting by or at the direction of the Board ofDirectors, or otherwise properly brought before the meeting by a stockholder.  In addition to any other applicablerequirements for business to be properly brought before an annual meeting by astockholder, the stockholder must have given timely notice thereof in writingto the Secretary of the corporation.  Tobe timely, a stockholder’s notice must be delivered to or mailed and receivedat the principal executive offices of the corporation not less than 45 days normore than 75 days prior to the date on which the corporation first mailed itsproxy materials for the previous year’s annual meeting of stockholders (or thedate on which the corporation mails its proxy materials for the current year ifduring the prior year the corporation did not hold an annual meeting or if thedate of the annual meeting was changed more than 30 days from the prioryear).  A stockholder’s notice to theSecretary shall set forth as to each matter the stockholder proposes to bringbefore the annual meeting (i) a brief description of the business desiredto be brought before the annual meeting and the reasons for conducting suchbusiness at the annual meeting, (ii) the name and record address of thestockholder proposing such business, (iii) the class and number of sharesof the corporation which are beneficially owned by the stockholder, and(iv) any material interest of the stockholder in such business.

 

Notwithstanding anything in the Bylaws to the contrary, no businessshall be conducted at the annual meeting except in accordance with theprocedures set forth in Section 2.1 and this Section 2.9, provided,however, that nothing in this Section 2.9 shall be deemed to precludediscussion by any stockholder of any business properly brought before theannual meeting in accordance with said procedure.

 

The Chairman of an annual meeting shall, if the facts warrant,determine and declare to the meeting that business was not properly broughtbefore the meeting in accordance with the provisions of Section 2.1 and thisSection 2.9, and if he should so determine he shall so declare

 

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to the meeting, and any such business not properly brought before themeeting shall not be transacted.

 

Nothing in this Section 2.9 shall affect the right of a stockholder torequest inclusion of a proposal in the corporation’s proxy statement to theextent that such right is provided by an applicable rule of the Securities andExchange Commission.

 

**Section 2.10**                            **Nominations of Persons for Election to the Board ofDirectors.**

 

In addition to any other applicable requirements, only persons who arenominated in accordance with the following procedures shall be eligible forelection as directors.  Nominations ofpersons for election to the Board of Directors of the corporation may be madeat a meeting of stockholders by or at the direction of the Board of Directors,by any nominating committee or person appointed by the Board of Directors or byany stockholder of the corporation entitled to vote for the election ofdirectors at the meeting who complies with the notice procedures set forth inthis Section 2.10.  Suchnominations, other than those made by or at the direction of the Board ofDirectors, shall be made pursuant to timely notice in writing to the Secretaryof the corporation.  To be timely, astockholder’s notice must be delivered to or mailed and received at theprincipal executive offices of the corporation, not less than 45 days nor morethan 75 days prior to the date on which the corporation first mailed its proxymaterials for the previous year’s annual meeting of shareholders (or the dateon which the corporation mails its proxy materials for the current year ifduring the prior year the corporation did not hold an annual meeting or if thedate of the annual meeting was changed more than 30 days from the prior year).  Such stockholder’s notice shall set forth(a) as to each person whom the stockholder proposes to nominate forelection or re-election as a director, (i) the name, age, business addressand residence address of the person, (ii) the principal occupation oremployment of the person, (iii) the class and number of shares of thecorporation which are beneficially owned by the person, and (iv) any otherinformation relating to the person that is required to be disclosed insolicitations for proxies for election of directors pursuant toRegulation 14A under the Securities Exchange Act of 1934; and (b) asto the stockholder giving the notice, (i) the name and record address ofthe stockholder, and (ii) the class and number of shares of thecorporation which are beneficially owned by the stockholder.  The corporation may require any proposednominee to furnish such other information as may reasonably be required by thecorporation to determine the eligibility of such proposed nominee to serve as adirector of the corporation.  No personshall be eligible for election as a director of the corporation unlessnominated in accordance with the procedures set forth herein.  These provisions shall not apply tonomination of any persons entitled to be separately elected by holders of preferredstock.

 

The Chairman of the meeting shall, if the facts warrant, determine anddeclare to the meeting that a nomination was not made in accordance with theforegoing procedure, and if he should so determine, he shall so declare to themeeting and the defective nomination shall be disregarded.

 

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**ARTICLEIII**

 

**Directors**

 

**Section 3.1**                                   **Number and Term of Office.**

 

(a)                                  **Number:**  The number of directors of the corporationshall not be less than four (4) nor more than seven (7) 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.  The exact number of directors shall be fixedfrom time to time, within the limits specified in the Certificate ofIncorporation or in this Section 3.1, by a bylaw or amendment thereof dulyadopted by the vote of a majority of the shares entitled to vote represented ata duly held meeting at which a quorum is present or by the Board ofDirectors.  Subject to the foregoingprovisions for changing the number of directors, the number of directors of thecorporation is initially fixed at four (4). Notwithstanding the other provisions of these Bylaws, the election ofdirectors of the corporation can be by written consent or written ballot.

 

(b)                                 **Classes:**  As set forth in the Certificate ofIncorporation the directors shall be divided into three classes, designatedClass A, Class B, and Class C, as nearly equal in number as thethen total number of directors permits. If the number of directors is changed, any increase or decrease shall beapportioned among the classes so as to maintain the number of directors in eachclass as nearly equal as possible, and any additional directors of any classelected to fill a vacancy resulting from an increase in such class shall holdoffice for a term that shall coincide with the remaining term of that class,but in no case will a decrease in the number of directors shorten the term ofany incumbent director.  Notwithstandingthe foregoing, whenever the holders of any one or more classes or series ofpreferred stock issued by the corporation shall have the right, votingseparately by class or series, to elect directors at an annual or specialmeeting of stockholders, the election, term of office, filling of vacancies andother features of such directorships shall be governed by the applicable termsof these Bylaws and any certificate of designation creating such class orseries of preferred stock, and such directors so elected shall not be dividedinto classes pursuant to this Section 3.1 unless expressly provided bysuch terms.

 

(c)                                  **Term:**  The term of office of Class A directorsshall expire 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 B 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 C 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 inoffice shall by resolution of the Board of Directors select which of suchdirectors shall be Class A directors, Class B directors and Class Cdirectors.  Directors added to the boardof directors between annual meetings of stockholders by reason of an increasein the authorized 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 A, Class B and Class C must be as nearly equal in number aspossible.  Stockholders may

 

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effect the removal of a director only for cause.  This provision shall supersede any provisionto the contrary in the these Bylaws.

 

Any director elected for a term longer than one year cannot be removedfrom office in connection with or following a Change in Control (as definedbelow) of the corporation after March 1, 2003.

 

For purposes of the foregoing sections, a “Change in Control” shall bedeemed to have occurred if any “person” (as such term is used in Section 13(d)of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)),other than the corporation or any person who on the date hereof is a directorof officer of the corporation or whose shares of the corporation are treated as“beneficially owned” (as defined in Rule 13d-3 under the Exchange Act) by anysuch director 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 or repeal of this Section 3.1, or any otheramendment to these Bylaws that will have the effect of permitting circumventionof or modifying this Section 3.1, shall require the favorable vote, at astockholders’ meeting, of the holders of at least 80% of the then outstandingshares of stock of the corporation entitled to vote.

 

Except as provided in Section 3.3 of this Article III, the directorsshall be elected by a plurality vote of the shares represented in person or byproxy, at the stockholders annual meeting in each year and entitled to vote onthe election of directors.  Electeddirectors shall hold office until the next annual meeting for the years inwhich their terms expire****and until their successors shall be dulyelected and qualified.  Directors neednot be stockholders.  If, for any cause,the Board of Directors shall not have been elected at an annual meeting, theymay be elected as soon thereafter as convenient at a special meeting of thestockholders called for that purpose in the manner provided in these Bylaws.

 

**Section3.2**                                   **Powers.**

 

The powers of the corporation shall be exercised, its businessconducted and its property controlled by or under the direction of the Board ofDirectors.

 

**Section3.3**                                   **Vacancies.**

 

Vacancies and newly created directorships resulting from any increasein the authorized number of directors may be filled by a majority of thedirectors then in office, although less than a quorum, or by a sole remainingdirector, and each director so elected shall hold office for the unexpiredportion of the term of the director whose place shall be vacant and until hissuccessor shall have been duly elected and qualified.  A vacancy in the Board of Directors shall be deemed to existunder this section in the case of the death, removal or resignation of anydirector, or if the stockholders fail at any meeting of stockholders at whichdirectors are to be elected to elect the number of directors then constitutingthe whole Board.

 

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**Section 3.4**                                   **Resignations and Removals.**

 

(a)                                  Any director mayresign at any time by delivering his resignation to the Secretary in writing orby electronic transmission, such resignation to specify whether it will beeffective at a particular time, upon receipt by the Secretary or at thepleasure of the Board of Directors.  Ifno such specification is made it shall be deemed effective at the pleasure ofthe Board of Directors.  When one ormore directors shall resign from the Board effective at a future date, amajority of the directors then in office, including those who have so resigned,shall have power to fill such vacancy or vacancies, the vote thereon to takeeffect when such resignation or resignations shall become effective, and eachdirector so chosen shall hold office for the unexpired portion of the term ofthe director whose place shall be vacated and until his successor shall havebeen duly elected and qualified.

 

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

 

**Section3.5**                                   **Meetings.**

 

(a)                                  The annual meeting ofthe Board 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 hereinafterotherwise provided, regular meetings of the Board of Directors shall be held inthe office 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 ofthe Board 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 thetime and place of all regular and special meetings of the Board of Directorsshall be 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 beforeor after the meeting and will be waived by any director by attendance thereat.

 

**Section 3.6**                                   **Quorum and Voting.**

 

(a)                                  A quorum of the Boardof Directors 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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fixed for the next regular meeting of the Board of Directors, withoutnotice other than by announcement at the meeting.

 

(b)                                 At each meeting of theBoard at which a quorum is present, all questions and business shall bedetermined by a vote of a majority of the directors present, unless a differentvote be required by law, the Certificate of Incorporation, or these Bylaws.

 

(c)                                  Any member of theBoard of Directors, or of any committee thereof, may participate in a meetingby means of conference telephone or other communication equipment by means ofwhich all persons participating in the meeting can hear each other, andparticipation in a meeting by such means shall constitute presence in person atsuch meeting.

 

(d)                                 The transactions ofany meeting of the Board of Directors, or any committee thereof, however calledor noticed, 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 Without Meeting.**

 

Unless otherwise restricted by the Certificate of Incorporation orthese Bylaws, any action required or permitted to be taken at any meeting ofthe Board of Directors or of any committee thereof may be taken without ameeting, if all members of the Board or of such committee, as the case may be,consent thereto in writing or by electronic transmission, and such writing orwritings or electronic transmission or transmissions are filed with the minutesof proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained inpaper form and shall be in electronic form if the minutes are maintained inelectronic form.

 

**Section 3.8**                                   **Fees and Compensation.**

 

Directors and members of committees may receive such compensation, ifany, for their services, and such reimbursement for expenses, as may be fixedor determined by resolution of the Board of Directors.

 

**Section3.9**                                   **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)                                 **OtherCommittees:** The Board ofDirectors may, by resolution passed by a majority of the whole Board, from timeto time appoint such other committees as may be permitted by law.  Such other committees appointed by the Boardof Directors shall have such powers and perform such duties as may beprescribed by the resolution or resolutions creating such committee, but in noevent shall any such committee have the powers denied to the ExecutiveCommittee in these Bylaws.

 

(c)                                  **Term:**  The members of all committees of the Boardof Directors shall serve a term coexistent with that of the member’s term onthe Board 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 a committeemember shall terminate on the date of his death or voluntary resignation, butthe Board may at any time for any reason remove any individual committee memberand the Board may fill any committee vacancy created by death, resignation,removal or increase in the number of members of the committee.  The Board of Directors may designate one ormore directors as alternate members of any committee, who may replace anyabsent or disqualified member at any meeting of the committee, and, inaddition, in the absence or disqualification of any member of a committee, themember 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 shallotherwise provide, regular meetings of the Executive Committee or any othercommittee appointed pursuant to this Section 3.9 shall be held at suchtimes and places as are determined by the Board of Directors, or by any suchcommittee, and when notice thereof has been given to each member of suchcommittee, no further notice of such regular meetings need be given thereafter;special meetings of any such committee may be held at the principal office ofthe corporation 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 members thereof,and may be called by any director who is a member of such committee uponwritten notice to the members of such committee of the time and place of suchspecial meeting given in the manner provided for the giving of written noticeto members of the Board of Directors of the time and place of special meetingsof the Board of Directors.  Notice ofany special meeting of any committee may be waived in writing at any time afterthe meeting and will be waived by any director by attendance thereat.  A majority of the authorized number ofmembers of any such committee shall constitute a quorum for the transaction ofbusiness, and the act of a majority of those present at any meeting at which aquorum is present shall be the act of such committee.

 

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**ARTICLEIV**

 

**Officers**

 

**Section4.1**                                   **Officers Designated.**

 

The officersof the corporation shall be a Chief Executive Officer, Chief Operating Officer,Chief Financial Officer and a Secretary. The Board of Directors may also appoint a Chairman of the Board, one ormore Vice-Presidents, assistant secretaries, and such other officers and agentswith such 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.

 

**Section4.2**                                   **Tenure and Duties 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 of Directors may be removed atany time by the Board of Directors.  Ifthe office of any officer becomes vacant for any reason, the vacancy may befilled by the Board of Directors. Nothing in these Bylaws shall be construed as creating any kind ofcontractual right to employment with the corporation.

 

(b)                                 **Duties ofthe Chairman of the Board of Directors:** The Chairman of the Board of Directors (if there be such anofficer appointed) when present shall preside at all meetings of thestockholders and the Board of Directors. The Chairman of the Board of Directors shall perform such other dutiesand have such other powers as the Board of Directors shall designate from timeto time.

 

(c)                                  **Duties ofChief Executive Officer:**  TheChief Executive Officer shall preside at all meetings of the stockholders andat all meetings 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 ofChief Operating Officer:**  TheChief Operating Officer shall preside at all meetings of the stockholders andat all meetings 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 ofChief Financial Officer:**  TheChief Financial Officer shall keep or cause to be kept the books of account ofthe corporation in a thorough and proper manner, and shall render statements ofthe financial affairs of the corporation in such form and as often as requiredby the 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 thecustody of all funds and securities of the corporation.  The Chief Financial Officer shall performall other duties commonly incident to his office and shall perform such otherduties and have such other powers as the Board of Directors or the ChiefExecutive Officer shall designate from time to time.  The Chief Executive Officer may direct any assistant financialofficer to assume and perform the duties of the Chief Financial Officer in theabsence or disability of the Chief Financial Officer, and each assistantfinancial officer shall perform such other duties and have such other powers asthe Board of Directors or the Chief Executive Officer shall designate from timeto time.

 

(f)                                    **Duties ofVice-Presidents:**  Subject tothe duties and powers of the Chief Executive Officer, the Chief OperatingOfficer and the Chief Financial Officer, the Vice-Presidents, in the order oftheir seniority, may assume and perform the duties of the Chief ExecutiveOfficer or Chief Operating Officer in the absence or disability of the ChiefExecutive Officer or Chief Operating Officer or whenever the office of the ChiefExecutive Officer or Chief Operating Officer is vacant.  The Vice-Presidents shall perform such otherduties and have such other powers as the Board of Directors or the ChiefExecutive Officer shall designate from time to time.

 

(g)                                 **Duties ofSecretary:**  The Secretaryshall attend all meetings of the stockholders and of the Board of Directors andany committee thereof, and shall record all acts and proceedings thereof in theminute book of the corporation, which may be maintained in either paper or electronicform.  The Secretary shall give notice,in conformity with these Bylaws, of all meetings of the stockholders and of allmeetings of the Board of Directors and any Committee thereof requiring notice.  The Secretary shall perform such otherduties and have such other powers as the Board of Directors shall designatefrom time to time.  The Chief ExecutiveOfficer may direct any assistant secretary to assume and perform the duties ofthe Secretary 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.

 

**ARTICLEV**

 

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

 

**Section5.1**                                   **Execution of Corporate Instruments.**

 

(a)                                  TheBoard of Directors may in its discretion determine the method and designate thesignatory officer or officers, or other person or persons, to execute anycorporate instrument or document, or to sign the corporate name withoutlimitation, except where otherwise provided by law, and such execution orsignature shall be binding upon the corporation.

 

(b)                                 Unlessotherwise specifically determined by the Board of Directors or otherwiserequired by law, formal contracts of the corporation, promissory notes, deedsof trust, mortgages and other evidences of indebtedness of the corporation, andother corporate instruments or documents requiring the corporate seal, andcertificates of shares of stock owned 

 

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by the corporation, shall be executed, signed or endorsed by theChairman of the Board (if there be such an officer appointed) or by the ChiefExecutive Officer; such documents may also be executed by any Vice-Presidentand by the Secretary or Chief Financial Officer or any assistant secretary orassistant financial officer.  All otherinstruments and documents requiring the corporate signature but not requiringthe corporate seal may be executed as aforesaid or in such other manner as maybe directed by the Board of Directors.

 

(c)                                  Allchecks and drafts drawn on banks or other depositaries on funds to the creditof the corporation or in special accounts of the corporation shall be signed bysuch person or persons as the Board of Directors shall authorize so to do.

 

(d)                                 Executionof any corporate instrument may be effected in such form, either manual,facsimile or electronic signature, as may be authorized by the Board ofDirectors.

 

**Section5.2**                                   **Voting of Securities Owned by Corporation.**

 

All stock and other securities of other corporations owned or held bythe corporation for itself or for other parties in any capacity shall be voted,and all proxies with respect thereto shall be executed, by the personauthorized so to do by resolution of the Board of Directors or, in the absenceof such authorization, by the Chairman of the Board (if there be such anofficer appointed), or by the Chief Executive Officer, or by anyVice-President.

 

**ARTICLEVI**

 

**Shares of Stock**

 

**Section6.1**                                   **Form and Execution of Certificates.**

 

The shares of the corporation shall be represented by certificates,provided that the Board of Directors may provide by resolution or resolutionsthat some or all of any or all classes or series of its stock shall beuncertificated shares.  Any suchresolution shall not apply to shares represented by a certificate until suchcertificate is surrendered to the corporation. Certificates for the shares of stock of the corporation shall be in suchform as is consistent with the Certificate of Incorporation and applicablelaw.  Every holder of stock in thecorporation shall be entitled to have a certificate signed by, or in the nameof the corporation by, the Chairman of the Board (if there be such an officerappointed), or by the Chief Executive Officer or any Vice-President and by theChief Financial Officer or assistant financial officer or the Secretary orassistant secretary, 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, or registrar who has signedor whose facsimile signature has been placed upon a certificate shall haveceased to be such officer, transfer agent, or registrar before such certificateis issued, it may be issued with the same effect as if he were such officer,transfer agent, or registrar at the date of issue.  If the corporation shall be authorized to issue more than oneclass of stock or more than one series of any class, the powers, designations,preferences and relative, participating, optional or other special rights ofeach class of stock or series thereof and the qualifications, limitations orrestrictions of such preferences and/or rights shall be set forth in full orsummarized on the face or back of the certificate which the corporation shallissue to represent such class or series of

 

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stock, provided that, except as otherwise provided in section 202 ofthe Delaware General Corporation Law, in lieu of the foregoing requirements,there may be set forth on the face or back of the certificate which thecorporation shall issue to represent such class or series of  stock, a statement that the corporation willfurnish without charge to each stockholder who so requests the powers,designations, preferences and relative, participating, optional or otherspecial rights of each class of stock or series thereof and the qualifications,limitations or restrictions of such preferences and/or rights.

 

**Section6.2**                                   **Lost Certificates.**

 

The Board of Directors may direct a new certificate or certificates tobe issued in place of any certificate or certificates theretofore issued by thecorporation alleged to have been lost or destroyed, upon the making of anaffidavit of that fact by the person claiming the certificate of stock to belost or destroyed.  When authorizingsuch issue of a new certificate or certificates, the Board of Directors may, inits discretion and as a condition precedent to the issuance thereof, requirethe owner of such lost or destroyed certificate or certificates, or his legalrepresentative, to indemnify the corporation in such manner as it shall requireand/or to give the corporation a surety bond in such form and amount as it maydirect as indemnity against any claim that may be made against the corporationwith respect to the certificate alleged to have been lost or destroyed.

 

**Section6.3**                                   **Transfers.**

 

Transfers of record of shares of stock of the corporation shall be madeonly upon its books by the holders thereof, in person or by attorney dulyauthorized, and upon the surrender of a certificate or certificates for a likenumber of shares, properly endorsed.

 

**Section6.4**                                   **Fixing Record Dates.**

 

(a)                                  Inorder that the corporation may determine the stockholders entitled to notice ofor to vote at any meeting of stockholders or any adjournment thereof, the Boardof Directors may fix a record date, which record date shall not precede thedate upon which the resolution fixing the record date is adopted by the Boardof Directors, and which record date shall not be more than 60 nor less than 10days before the date of such meeting. If no record date is fixed by the Board of Directors, the record datefor determining stockholders entitled to notice of or to vote at a meeting ofstockholders shall be at the close of business on the day next preceding theday on which notice is given, or, if notice is waived, at the close of businesson the day next 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)                                 Inorder that the corporation may determine the stockholders entitled to consentto corporate action in writing or by electronic transmission without a meeting,the Board of Directors may fix a record date, which record date shall notprecede the date upon which the resolution fixing the record date is adopted bythe Board of Directors, and which date shall not be more than 10 days after thedate upon which the resolution fixing the record date is adopted 

 

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by the Board of Directors.  Ifno record date has been fixed by the Board of Directors, the record date fordetermining stockholders entitled to consent to corporate action in writing orby electronic transmission without a meeting, when no prior action by the Boardof Directors is required by the Delaware General Corporation Law, shall be thefirst date on which a signed written consent or electronic transmission settingforth the action taken or proposed to be taken is delivered to the corporationby delivery to its registered office in Delaware, its principal place ofbusiness, or an officer or agent of the corporation having custody of the bookin which proceedings of meetings of stockholders are recorded; provided thatany such electronic transmission shall satisfy the requirements of Section2.1(d) and, unless the Board of Directors otherwise provides by resolution, nosuch consent by electronic transmission shall be deemed to have been delivereduntil such consent is reproduced in paper form and until such paper form shallbe delivered to the corporation by delivery to its registered office inDelaware, 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.  Deliverymade to a corporation’s registered office shall be by hand or by certified orregistered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prioraction by the Board of Directors is required by law, the record date fordetermining stockholders entitled to consent to corporate action in writing orby electronic transmission without a meeting shall be at the close of businesson the day on which the Board of Directors adopts the resolution taking suchprior action.

 

(c)                                  Inorder that the corporation may determine the stockholders entitled to receivepayment of any dividend or other distribution or allotment of any rights or thestockholders 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 fix a record date, which record date shall notprecede the date upon which the resolution fixing the record date is adopted,and which record date 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.

 

**Section6.5**                                   **Registered Stockholders.**

 

The corporation shall be entitled to recognize the exclusive right of aperson registered on its books as the owner of shares to receive dividends andto vote as such owner, and shall not be bound to recognize any equitable orother claim to or interest in such share or shares on the part of any otherperson, whether or not it shall have express or other notice thereof, except asotherwise provided by the laws of Delaware.

 

**ARTICLEVII**

 

**Other Securities of the Corporation**

 

All bonds, debentures and other corporate securities of thecorporation, other than stock certificates, may be signed by the Chairman ofthe Board (if there be such an officer appointed), or the Chief ExecutiveOfficer or any Vice-President or such other person as may be authorized by theBoard of Directors and the corporate seal impressed thereon or a facsimile ofsuch seal 

 

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imprinted thereon and attested by the signature of the Secretary or anassistant secretary, or the Chief Financial Officer or an assistant financialofficer; provided, however, that where any such bond, debenture or othercorporate security shall be authenticated by the manual signature of a trusteeunder an indenture pursuant to which such bond, debenture or other corporatesecurity shall be issued, the signature of the persons signing and attestingthe corporate seal on such bond, debenture or other corporate security may bethe imprinted 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.

 

**ARTICLEVIII**

 

**Corporate Seal**

 

The corporate seal shall consist of a die bearing the name of thecorporation and the state and date of its incorporation.  Said seal may be used by causing it or afacsimile thereof to be impressed or affixed or reproduced or otherwise.

 

**ARTICLEIX**

 

**Indemnification of Officers, Directors,Employeesand Agents**

 

**Section9.1**                                   **Right to Indemnification.**

 

Each person who was or is a party or is threatened to be made a partyto 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 thefact that he, or a person of whom he is the legal representative, is or was adirector, officer, employee, or agent of the corporation or is or was servingat the request of the corporation as a director, officer, employee, or agent ofanother corporation or of a partnership, joint venture, trust, or otherenterprise, including service with respect to employee benefit plans, whetherthe basis of the Proceeding is alleged action in an official capacity as adirector, officer, employee, or agent or in any other capacity while serving asa director, officer, employee, or agent (hereafter an “Agent”), shall beindemnified and held harmless by the corporation to the fullest extentauthorized by the Delaware General Corporation Law, as the same exists or mayhereafter be amended 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, 

 

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and loss (including attorneys’ fees, judgments, fines, ERISA excisetaxes or penalties, and amounts paid or to be paid in settlement, and anyinterest, assessments, or other charges imposed thereon, and any federal,state, local, or foreign taxes imposed on any Agent as a result of the actualor deemed receipt of any payments under this Article) reasonably incurred orsuffered by such person in connection with investigating, defending, being awitness in, or participating in (including on appeal), or preparing for any ofthe foregoing in, any Proceeding (hereinafter “Expenses”); *provided, however*, thatexcept 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) wasauthorized by the Board of Directors of the corporation.  The right to indemnification conferred inthis Article shall be a contract right.

 

**Section9.2**                                   **Authority to Advance Expenses.**

 

Expenses incurred by an officer or director (acting in his capacity assuch) in defending a Proceeding shall be paid by the corporation in advance ofthe final disposition of such Proceeding; provided, however, that if requiredby the Delaware General Corporation Law, as amended, such Expenses shall beadvanced only upon delivery to the corporation of an undertaking by or onbehalf of such director or officer to repay such amount if it shall ultimatelybe determined that he is not entitled to be indemnified by the corporation asauthorized in this Article or otherwise. Expenses incurred by other Agents of the corporation (or by thedirectors or officers not acting in their capacity as such, including servicewith respect to employee benefit plans) may be advanced upon such terms andconditions as the Board of Directors deems appropriate.  Any obligation to reimburse the corporationfor Expense advances shall be unsecured and no interest shall be chargedthereon.

 

**Section9.3**                                   **Right of Claimant to Bring Suit.**

 

If a claim under Section 9.1 or 9.2 of this Article is not paid infull by the corporation within 60 days after a written claim has beenreceived by the corporation, the claimant may at any time thereafter bring suitagainst the corporation to recover the unpaid amount of the claim and, ifsuccessful in whole or in part, the claimant shall be entitled to be paid alsothe expense (including attorneys’ fees) of prosecuting such claim.  It shall be a defense to any such action(other than an action brought to enforce a claim for expenses incurred indefending a Proceeding in advance of its final disposition where the requiredundertaking has been tendered to the corporation) that the claimant has not metthe standards of conduct that make it permissible under the Delaware GeneralCorporation Law for the corporation to indemnify the claimant for the amountclaimed.  The burden of proving such adefense shall be on the corporation. Neither the failure of the corporation (including its Board ofDirectors, independent legal counsel, or its stockholders) to have made adetermination prior to the commencement of such action that indemnification ofthe claimant is proper under the circumstances because he has met theapplicable standard of conduct set forth in the Delaware General CorporationLaw, nor an actual determination by the corporation (including its Board ofDirectors, independent legal counsel, or its stockholders) that the claimanthad not met such applicable standard of conduct, shall be a defense to theaction or create a presumption that claimant has not met the applicablestandard of conduct.

 

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**Section9.4**                                   **Provisions Nonexclusive.**

 

The rights conferred on any person by this Article shall not beexclusive of any other rights that such person may have or hereafter acquireunder any statute, provision of the Certificate of Incorporation, agreement,vote of stockholders or disinterested directors, or otherwise, both as toaction in an official capacity and as to action in another capacity whileholding such office.  To the extent thatany provision of the Certificate of Incorporation, agreement, or vote of thestockholders or disinterested directors is inconsistent with these Bylaws, theprovision, agreement, or vote shall take precedence.

 

**Section9.5**                                   **Authority to Insure.**

 

The corporation may purchase and maintain insurance to protect itselfand any Agent against any Expense, whether or not the corporation would havethe power to indemnify the Agent against such Expense under applicable law orthe provisions of this Article.

 

**Section9.6**                                   **Survival of Rights.**

 

The rights provided by this Article shall continue as to a person whohas ceased to be an Agent and shall inure to the benefit of the heirs,executors, and administrators of such a person.

 

**Section9.7**                                   **Settlement of Claims.**

 

The corporation shall not be liable to indemnify any Agent under thisArticle (a) for any amounts paid in settlement of any action or claimeffected without the corporation’s written consent, which consent shall not beunreasonably withheld; or (b) for any judicial award if the corporationwas not given a reasonable and timely opportunity, at its expense, toparticipate in the defense of such action.

 

**Section9.8**                                   **Effect of Amendment.**

 

Any amendment, repeal, or modification of this Article shall notadversely affect any right or protection of any Agent existing at the time ofsuch amendment, repeal, or modification.

 

**Section9.9**                                   **Subrogation.**

 

In the event of payment under this Article, the corporation shall besubrogated to the extent of such payment to all of the rights of recovery ofthe Agent, who shall execute all papers required and shall do everything thatmay be necessary to secure such rights, including the execution of suchdocuments necessary to enable the corporation effectively to bring suit toenforce such rights.

 

**Section9.10**                            **No Duplication of Payments.**

 

The corporation shall not be liable under this Article to make anypayment in connection with any claim made against the Agent to the extent theAgent has otherwise actually received payment (under any insurance policy,agreement, vote, or otherwise) of the amounts otherwise indemnifiablehereunder.

 

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**ARTICLEX**

 

**Notices**

 

Whenever, under any provisions of these Bylaws, notice is required tobe given to any stockholder, the same shall be given either (1) in writing,timely and duly deposited in the United States Mail, postage prepaid, andaddressed to his last known post office address as shown by the stock record ofthe corporation or its transfer agent, or (2) by a means of electronictransmission that satisfies the requirements of Section 2.4(e) of these Bylaws,and has been consented to by the stockholder to whom the notice is given.  Any notice required to be given to anydirector may be given by either of the methods hereinabove stated, except thatsuch notice other than one which is delivered personally, shall be sent to suchaddress or (in the case of electronic communication) such e-mail address,facsimile telephone number or other form of electronic address as such directorshall have filed in writing or by electronic communication with the Secretaryof the corporation, or, in the absence of such filing, to the last known postoffice address of such director.  If noaddress of a stockholder or director be known, such notice may be sent to theoffice of the corporation required to be maintained pursuant to Section 1.2of Article I hereof.  An affidavitof mailing, executed by a duly authorized and competent employee of thecorporation or its transfer agent appointed with respect to the class of stockaffected, specifying the name and address or the names and addresses of thestockholder or stockholders, director or directors, to whom any such notice ornotices was or were given, and the time and method of giving the same, shall beconclusive evidence of the statements therein contained.  All notices given by mail, as aboveprovided, shall be deemed to have been given as at the time of mailing and allnotices given by means of electronic transmission shall be deemed to have beengiven as at the sending time recorded by the electronic transmission equipmentoperator transmitting the same.  Itshall not be necessary that the same method of giving notice be employed inrespect of all directors, but one permissible method may be employed in respectof any one or more, and any other permissible method or methods may be employedin respect of any other or others.  Theperiod or limitation of time within which any stockholder may exercise anyoption or right, or enjoy any privilege or benefit, or be required to act, orwithin which any director may exercise any power or right, or enjoy anyprivilege, pursuant to any notice sent him in the manner above provided, shallnot be affected or extended in any manner by the failure of such a stockholderor such director to receive such notice. Whenever any notice is required to be given under the provisions of lawor of the Certificate of Incorporation, or of these Bylaws, a waiver thereof inwriting signed by the person or persons entitled to said notice, or a waiver byelectronic transmission by the person entitled to notice, whether before orafter the time stated therein, shall be deemed equivalent thereto.  Whenever notice is required to be given,under any provision of law or of the Certificate of Incorporation or Bylaws ofthe corporation, to any person with whom communication is unlawful, the givingof such notice to such person shall not be required and there shall be no dutyto apply to any governmental authority or agency for a license or permit togive such notice to such person.  Anyaction or meeting which shall be taken or held without notice to any suchperson with whom communication is unlawful shall have the same force and effectas if such notice had been duly given. In the event that the action taken bythe corporation is such as to require the filing of a certificate under anyprovision of the Delaware General Corporation Law, the certificate shall state,if such is the fact and if notice is required, that notice was given to allpersons entitled to receive notice except such persons with whom communicationis unlawful.

 

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**ARTICLEXI**

 

**Amendments**

 

Subject to Section 3.1, these Bylaws may be repealed, altered oramended or new Bylaws adopted at any meeting of the stockholders, either annualor special, by the affirmative vote of a majority of the stock entitled to voteat such meeting, unless a larger vote is required by these Bylaws or theCertificate of Incorporation.  Subjectto Section 3.1, the Board of Directors shall also have the authority to repeal,alter or amend these Bylaws or adopt new Bylaws (including, without limitation,the amendment of any Bylaws setting forth the number of directors who shallconstitute the whole Board of Directors) by unanimous written consent or at anyannual, regular, or special meeting by the affirmative vote of a majority of thewhole number of directors, subject to the power of the stockholders to changeor repeal such Bylaws.

 

**ARTICLEXII**

 

**Emergency Bylaws**

 

The Emergency Bylaws provided in this Article 12 shall be operativeduring any emergency in the conduct of the business of the corporationresulting from an attack on the United States or on a locality in which thecorporation conducts its business or customarily holds meetings of its Board ofDirectors or its stockholders, or during any nuclear or atomic disaster, orduring the existence of any catastrophe, or other similar emergency condition,as a result of which a quorum of the Board of Directors or a standing committeethereof cannot readily be convened for action notwithstanding any differentprovision in the preceding Bylaws or in the Certificate of Incorporation or inthe law.  To the extent not inconsistentwith provisions 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 amendmentsof these Emergency Bylaws may make any further or different provision that maybe practical and necessary for the circumstances of the emergency.

 

(a)                                  Duringany such emergency:  (1) a meeting ofthe Board of Directors or a committee thereof may be called by any officer ordirector of the corporation, notice of the time and place of the meeting to begiven by the person calling the meeting to such of the directors as it may befeasible to reach by any available means of communication (including bypublication or radio), such notice to be given at such time in advance of themeeting as circumstances permit in the judgment of the person calling themeeting; (2) the director or directors in attendance at the meeting shall constitutea quorum; (3) the officers or other persons designated on a list approved bythe Board of Directors before the emergency, all in such order of priority andsubject to such conditions and for such period of time (not longer thanreasonably necessary after the termination of the emergency) as may be providedin the resolution approving the list, shall, to the extent required to providea quorum 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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several alternative head offices or regional offices, or authorize theofficers so to do; and (6) to the extent required to constitute a quorum at anymeeting of the Board of Directors during such an emergency, the officers of thecorporation who are present shall be deemed, in order of rank and within thesame rank in order of seniority, directors for such meeting.

 

(b)                                 Noofficer, director or employee acting in accordance with any Emergency Bylawsshall be liable except for willful misconduct.

 

(c)                                  TheseEmergency Bylaws shall be subject to repeal or change by further action of theBoard of Directors or by action of the stockholders.

 

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**CERTIFICATE OF SECRETARY**

 

 

The undersigned, Secretary of MediCor Ltd., a Delaware corporation,hereby certifies that the foregoing is a full, true and correct copy of theBylaws of said corporation, with all amendments to date of this Certificate.

 

WITNESS the signature of the undersigned to be effective as of February7, 2003.

 

 
|   | /s/  Donald K. McGhan |
|--------|----------------------------|
|   | Donald K. McGhan           |
|   | Acting Interim Secretary   |

 

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