Exhibit 3.4

                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                                  I-TRAX, INC.

                                    ARTICLE I

                                     OFFICES

                  Section 1. The registered office of the Corporation in the
State of Delaware shall be as stated in the Certificate of Incorporation or at
such other location in the State of Delaware to which the registered office
shall be changed by action of the Board of Directors.

                  Section 2. The Corporation may also have offices at such other
places both within and without the State of Delaware as the Board of Directors
may from time to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  Section 1. All meetings of the stockholders for the election
of directors shall be held at such place either within or without the State of
Delaware as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

                  Section 2. Annual meetings of stockholders shall be held at
such date and time as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting, at which they shall elect by
a plurality vote a Board of Directors and transact such other business as may
properly be brought before the meeting.

                  Section 3. Written notice of the annual meeting stating the
place, date and hour of the meeting shall be given to each stockholder entitled
to vote at such meeting not less than ten (10) nor more than sixty (60) days
before the date of the meeting.

                  Section 4. The officer who has charge of the stock ledger of
the Corporation shall prepare and make, at least ten days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.




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                  Section 5. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman or the President and
shall be called by the President or Secretary at the request in writing of a
majority of the Board of Directors, or at the request in writing of stockholders
owning a majority of the stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

                  Section 6. Written notice of a special meeting stating the
place, date and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be given not less than ten nor more than sixty days
before the date of the meeting, to each stockholder entitled to vote at such
meeting.

                  Section 7. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

                  Section 8. Meetings of the stockholders shall be presided over
by one of the following officers in the order of seniority and if present and
acting -- the Chairman of the Board of Directors, the Vice-Chairman of the Board
of Directors, the President, a Vice-President, or, if none of the foregoing is
in office and present and acting, by a chairman of the meeting to be chosen by
the stockholders. The order of business and all other matters of procedure at
every meeting of the stockholders shall be determined by such presiding
individual. The Secretary of the Corporation, or in his absence, an Assistant
Secretary, shall act as secretary of every meeting, but if neither the Secretary
nor an Assistant Secretary is present, the chairman of the meeting shall appoint
a secretary of the meeting. Business transacted at any special meeting shall be
limited to the purposes stated in the notice of such meeting.

                  Section 9. The Board of Directors, in advance of any meeting,
shall appoint one or more inspectors of election or judges of the vote, as the
case may be, to act at the meeting or any adjournment thereof and to make a
written report thereof. The Board of Directors may designate one or more persons
as alternate inspectors or judges to replace any inspector or judge who fails to
act. If an inspector or judge is not appointed, the person presiding at the
meeting shall appoint one or more inspectors or judges to act at the meeting.
Each inspector or judge, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector or judge at
such meeting with strict impartiality and according to the best of his ability.
The inspectors or judges shall (i) determine the number of shares of stock
outstanding and the voting power of each, (ii) determine the shares of stock
represented at the meeting, (iii) determine the existence of a quorum, (iv)
determine the validity and effect of proxies, (v) receive votes, ballots or
consents, (vi) hear, determine and retain for a reasonable period of record of
the disposition of any challenges made to any determination by the inspectors,
(vii) certify their determination of the number of shares represented at the
meeting, and their count of all votes and ballots, and (viii) do such acts as
are proper to conduct the election or vote with fairness to all stockholders.
The inspectors or judges may appoint or retain other persons or entities to
assist the inspectors or judges in the performance of their duties.



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                  Section 10. The holders of a majority of the stock issued and
outstanding and entitled to vote, present in person or represented by proxy,
shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote, present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

                  Section 11. When a quorum is present at any meeting, the vote
of the holders of a majority of the stock having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Certificate of Incorporation a different vote is required, in which case
such express provision shall govern and control the decision of such question.

                  Section 12. Unless otherwise provided in the Certificate of
Incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted or
acted upon after three years from its date, unless the proxy provides for a
longer period. A duly executed proxy shall be irrevocable if it states that it
is irrevocable and, if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the Corporation generally.

                  Section 13. Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted; provided, however, that the election of
directors of the Corporation by less than unanimous consent or consents in
writing shall comply with the applicable provisions of the General Corporation
Law of Delaware. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                  Section 14.

                           (a) To be properly brought before an annual meeting
of stockholders, business must be (i) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (ii)




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otherwise properly brought before the meeting by or at the direction of the
Board of Directors, or (iii) otherwise properly brought before the meeting by a
stockholder. In addition to any other applicable requirements for business to be
properly brought before an annual meeting by a stockholder pursuant to clause
(iii) of the preceding sentence, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice must be given, either by personal delivery or by U.S. mail,
postage prepaid, or by a nationally recognized overnight courier service to the
Secretary of the Corporation not later than 120 days in advance of the
anniversary date of the Corporation's proxy statement for the Corporation's
annual meeting of stockholders in the previous calendar year. A stockholder's
notice to the Secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting (1) a brief description of the
business desired to be brought before the annual meeting (including the specific
proposal to be presented) and the reasons for conducting such business at the
annual meeting, (2) the name and record address of the stockholder proposing
such business, (3) the class and number of shares of the Corporation that are
beneficially owned by the stockholder and (4) any material interest of the
stockholder in such business.

                           (b) In the event that a stockholder attempts to bring
business before an annual meeting without complying with the provisions of this
section, the chairman of the meeting shall declare to the meeting that the
business was not properly brought before the meeting in accordance with the
foregoing procedures, and such business shall not be transacted. The chairman of
any annual meeting, for good cause shown and with proper regard for the orderly
conduct of business at the meeting, may waive in whole or in part the operation
of this section.

                           (c) No business shall be conducted at the annual
meeting except in accordance with the procedures set forth in this section;
provided, however, that nothing in this section shall be deemed to preclude
discussion by any stockholder of any business properly brought before the annual
meeting.

                                   ARTICLE III

                                    DIRECTORS

                  Section 1. The business and affairs of the Corporation shall
be managed by or under the direction of its Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
Bylaws directed or required to be exercised or done by the stockholders.

                  Section 2. The number of directors which shall constitute the
Board of Directors shall be set by resolution of the Board. The directors shall
be elected at the annual meeting of the stockholders, except as provided in
Section 3 of this Article, and each director elected shall hold office until his
or her successor is elected and qualified or until his or her earlier
resignation or removal. Directors need not be stockholders.




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                  Section 3. Vacancies and newly created directorships resulting
from any increases in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, or by a
sole remaining director, and the directors so chosen shall hold office until the
next annual election and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no directors in office, then an
election of directors may be held in the manner provided by the General
Corporation Law of Delaware. If, at the time of filling any vacancy or any newly
created directorship, the directors then in office shall constitute less than a
majority of the whole Board (as constituted immediately prior to any such
increase), the Court of Chancery may, upon application of any stockholder or
stockholders holding at least ten percent (10%) of the total number of the
shares at the time outstanding having the right to vote for such directors,
summarily order an election to be held to fill any such vacancies or newly
created directorships, or to replace the directors chosen by the directors then
in office.

                  Section 4. Nominations for the election of directors shall be
made by the Board of Directors or a committee appointed by the Board of
Directors or by any stockholder entitled to vote in the election of directors
generally. However, any stockholder entitled to vote in the election of
directors generally may nominate one or more persons for election as directors
at a meeting only if written notice of such stockholder's intent to make such
nomination or nominations has been given, either by personal delivery or by U.S.
mail, postage prepaid, to the Secretary of the Corporation not later than (a)
with respect to an election to be held at an annual meeting of stockholders, 120
days in advance of the anniversary date of the Corporation's proxy statement for
the Corporation's annual meeting of stockholders in the previous calendar year,
and (b) with respect to an election to be held at a special meeting of
stockholders for the election of directors, the close of business on the tenth
(10th) day following the date on which notice of such meeting is first given to
stockholders. Each notice shall set forth: (i) the name and address under which
the stockholder who intends to make the nomination appears on the Corporation's
books and the name and address of the person or persons to be nominated; (ii)
the class and number of shares of the Corporation's capital stock that are
beneficially owned by the stockholder and a representation that the stockholder
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (iii) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (iv) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, had the nominee been nominated, or intended
to be nominated, by the Board of Directors; and (v) the consent of each nominee
to serve as a director of the Corporation if so elected. The chairman of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure. The chairman of any such meeting, for
good cause shown and with proper regard for the orderly conduct of business at
the meeting, may waive in whole or in part the operation of this section.




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<PAGE>

                       MEETINGS OF THE BOARD OF DIRECTORS

                  Section 5. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

                  Section 6. The first meeting of each newly elected Board of
Directors shall be held at such time and place as shall be fixed by the vote of
the stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
Board of Directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the directors.

                  Section 7. Regular meetings of the Board of Directors may be
held without notice at such time and at such place as shall from time to time be
determined by the Board.

                  Section 8. Special meetings of the Board may be called by the
President on one day's notice to each director, either personally or by mail,
telephone, telex, telecopier or telegram; special meetings shall be called by
the President or Secretary in like manner and on like notice on the written
request of two directors unless the Board consists of only one director, in
which case special meetings shall be called by the President or Secretary in
like manner and on like notice on the written request of the sole director.

                  Section 9. At all meetings of the Board a majority of the
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by the General Corporation law of Delaware or by the
Certificate of Incorporation. If a quorum shall not be present at any meeting of
the Board of Directors the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.

                  Section 10. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

                  Section 11. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.




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                             COMMITTEES OF DIRECTORS

                  Section 12.

                           (a) The Board of Directors may, by resolution passed
by a majority of the whole Board, designate one or more committees, including an
Audit Committee, a Nominating Committee and a Compensations Committee, each such
committee to consist of one or more of the directors of the Corporation. The
Board of Directors may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of such committee.

                           (b) In the absence or disqualification of a member of
a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he, she or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.

                           (c) Any committee, to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; provided, however, that no committee
shall have the power or authority in reference to (i) approving or adopting, or
recommending to the stockholders, any action or matter expressly required by law
to be submitted to the stockholders for approval, or (ii) adopting, amending or
repealing any bylaw. Such committee or committees shall have such name or names
as may be determined from time to time by resolution adopted by the Board of
Directors.

                  Section 13. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

                  Section 14. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

                  Section 15. Unless otherwise restricted by the Certificate of
Incorporation or by law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares then
entitled to vote at an election of directors.





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                                   ARTICLE IV

                                     NOTICES

                  Section 1. Whenever, under the provisions of the General
Corporation Law of Delaware or of the Certificate of Incorporation or of these
Bylaws, notice is required to be given to any director or stockholder, it shall
not be construed to mean personal notice, but such notice may be given in
writing, by mail, addressed to such director or stockholder, at his address as
it appears on the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given by
telephone, telex, telecopier or telegram.

                  Section 2. Whenever any notice is required to be given under
the provisions of the General Corporation Law of Delaware or of the Certificate
of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

                  Section 1. The officers of the Corporation shall be a
Chairman, a Vice-Chairman (if elected by the board of directors), a Chief
Executive Officer, a President, a Secretary and a Treasurer or persons who shall
act as such, regardless of the name or title by which they may be designated,
elected or appointed. The Corporation may also have one or more Vice Presidents
and such other officers and assistant officers as the Board of Directors may
choose. Any number of offices may be held by the same person, unless the
Certificate of Incorporation or these Bylaws otherwise provide.

                  Section 2. The officers and assistant officers shall be chosen
by the Board of Directors at its first meeting after each annual meeting of
stockholders and shall hold office until their successors are elected and
qualified or until their earlier resignation or removal.

                  Section 3. The Board of Directors may appoint such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.

                  Section 4. Any officer elected or appointed by the Board of
Directors may be removed at any time by the affirmative vote of a majority of
the Board of Directors. Any vacancy occurring in any office of the Corporation
shall be filled by the Board of Directors.

                                    CHAIRMAN

                  Section 5. The Chairman shall preside at all meetings of the
stockholders and the Board of Directors. The Chairman shall perform such other





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duties as may be prescribed by the Board of Directors. In the absence of the
Chief Executive Officer, the Chairman shall assume the duties and
responsibilities of the Chief Executive Officer.

                                  VICE-CHAIRMAN

                  Section 6. The Vice-Chairman (if elected by the Board of
Directors) shall, in the absence of the Chairman, preside at all meetings of the
stockholders and the Board of Directors. The Vice-Chairman shall perform such
other duties as may be prescribed by the Board of Directors.

                             CHIEF EXECUTIVE OFFICER

                  Section 7. The Chief Executive Officer shall provide overall
direction and administration of the business of the Corporation, interpret and
apply the policies of the Board of Directors, establish basic policies within
which the various corporate activities are carried out, guide and develop long
range planning, and evaluate activities in terms of objectives. The Chief
Executive Officer may execute bonds, mortgages and other contracts or
instruments requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation. The Chief
Executive Officer shall have the power to: (a) designate management committees
of employees deemed essential in the operations of the Corporation, its
divisions or subsidiaries, and appoint members thereof, subject to the approval
of the Board of Directors; (b) appoint certain employees of the Corporation as
Vice Presidents of one or several divisions or operations of the Corporation,
subject to the approval of the Board of Directors, provided however, that any
Vice President so appointed shall not be an officer of the Corporation for any
other purpose; (c) appoint such other agents and employees as in his or her
judgment may be necessary or proper for the transaction of the business of the
Corporation; and (d) in general perform all duties incident to the office of
chief executive.

                                  THE PRESIDENT

                  Section 8. The President shall in general be in charge of all
operations of the Corporation and shall direct and administer the activities of
the Corporation in accordance with the policies, goals and objectives
established by the Chief Executive Officer and the Board of Directors. The
President may execute bonds, mortgages and other contracts or instruments
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation. The President shall
perform such other duties as may be prescribed by the Board of Directors and
Chief Executive Officer.

                               THE VICE PRESIDENTS

                  Section 9. The Board of Directors may elect one or several
Vice Presidents. Each Vice President shall report to either the Chief Executive
Officer, the President, the Chief Operating Officer (if appointed by the Board





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of Directors) or any Executive Vice President (if appointed by the Board of
Directors) as determined in the corporate organization plan established by the
Board of Directors. Each Vice President shall perform such duties as may be
delegated to him or her by the superior officers and in accordance with the
policies established and instructions issued by his superior officer, the Chief
Executive Officer or the Board of Directors. The Board of Directors may
designate any Vice President as an Executive Vice President, Senior Vice
President or Assistant Vice President. Each Executive Vice President will be
senior to each Senior Vice President, each Senior Vice President will be senior
to each Vice President, and each Vice President will be senior to each Assistant
Vice President. Seniority among Vice Presidents of equal rank will be determined
by the Chief Executive Officer or the Board of Directors.

                      THE SECRETARY AND ASSISTANT SECRETARY

                  Section 10. The Secretary shall: (a) keep the minutes of the
stockholders' and the Board of Directors' meetings in one or more books provided
for that purpose; (b) see that all notices are duly given in accordance with the
provisions of these bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the Corporation and see that the seal of
the Corporation is affixed to all stock certificates prior to the issue thereof
and to all documents, the execution of which on behalf of the Corporation under
its seal is duly authorized in accordance with the provisions of these Bylaws or
as required by law; (d) be custodian of the corporate records and of the seal of
the Corporation and see that the seal of the Corporation is affixed to all stock
certificates prior to the issue thereof and to all documents, the execution of
which on behalf of the Corporation under its seal is duly authorized in
accordance with the provisions of these Bylaws; (e) keep a register of the post
office address of each stockholder which shall be furnished to the Secretary by
such stockholder; (f) sign with the Chairman, Chief Executive Officer or
President, stock certificates of the Corporation, the issue of which shall have
been authorized by resolution of the Board of Directors; (g) have general charge
of the stock transfer books of the Corporation; and (h) in general perform all
duties incident to the office of secretary and such other duties as from time to
time may be assigned to him by the Chairman, Chief Executive Officer or by the
Board of Directors.

                  Section 11. The Assistant Secretary, or if there be more than
one, the Assistant Secretaries shall, in the absence of the Secretary or in the
event of his or her inability or refusal to act, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Secretary may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

                  Section 12. The Treasurer shall: (a) have charge and custody
of and be responsible for all funds and securities of the Corporation; (b)
receive and give receipts for moneys due and payable to the Corporation from any
source whatsoever, and deposit all such moneys in the name of the Corporation in
such banks, trust companies or other depositories as shall be selected by the
Corporation; and (c) in general perform all the duties incident to the office of
treasurer and such other duties as from time to time may be assigned to him or
her by the Chief Executive Officer or by the Board of Directors.




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                  Section 13. If required by the Board of Directors, the
Treasurer shall give the Corporation a bond (which shall be renewed every six
years) in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of this office
and for the restoration to the Corporation, in case of the Treasurer's death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control
belonging to the Corporation.

                  Section 14. The Assistant Treasurer, or if there shall be more
than one, the Assistant Treasurers shall, in the absence of the Treasurer or in
the event of the Treasurer's inability or refusal to act, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                                   ARTICLE VI

                             CERTIFICATES FOR SHARES

                  Section 1.

                           (a) The shares of the Corporation shall be
represented by a certificate, provided that the Board of Directors may provide,
by resolution or resolutions, that some or all of any or all classes or series
of its stock shall be uncertificated shares. Certificates shall be signed by, or
in the name of the Corporation by, the Chairman or Vice-Chairman of the Board of
Directors, or the President or any Vice President, and the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation.

                           (b) Within a reasonable time after the issuance or
transfer of uncertificated stock, the Corporation shall send to the registered
owner thereof a written notice containing the information required to be set
forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a)
of the General Corporation Law of Delaware or a statement that the Corporation
will furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

                  Section 2. Any of or all the signatures on a certificate may
be facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                  Section 3. The Corporation may, but shall not be required to,
issue fractions of a share as provided by the General Corporation Law of
Delaware.




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                                LOST CERTIFICATES

                  Section 4. The Board of Directors may direct a new certificate
or certificates or uncertificated shares to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or certificates or
uncertificated shares, the Board of Directors may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.

                                TRANSFER OF STOCK

                  Section 5. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books. Upon receipt of proper transfer instructions from
the registered owner of uncertificated shares, such uncertificated shares shall
be canceled and issuance of new equivalent uncertificated shares or certificated
shares shall be made to the person entitled thereto and the transaction shall be
recorded upon the books of the Corporation.

                               FIXING RECORD DATE

                  Section 6. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting, nor more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

                             REGISTERED STOCKHOLDERS

                  Section 7. The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Delaware.




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                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

                  Section 1. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.

                  Section 2. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the directors shall think conducive to the interest of
the Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                ANNUAL STATEMENT

                  Section 3. The Board of Directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the Corporation.

                                     CHECKS

                  Section 4. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                   FISCAL YEAR

                  Section 5. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

                                      SEAL

                  Section 6. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization and the words "Corporate
Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                 INDEMNIFICATION

                  Section 7. The Corporation shall indemnify its officers and
directors to the fullest extent permitted by the General Corporation Law of
Delaware.




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                                  ARTICLE VIII

                                   AMENDMENTS

                  Section 1. These Bylaws may be altered, amended or repealed or
new bylaws may be adopted by the stockholders or by the Board of Directors, when
such power is conferred upon the Board of Directors by the Certificate of
Incorporation, at any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
bylaws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal bylaws is conferred upon the Board of Directors by the
Certificate of Incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal bylaws.


Adopted:                            Sept. 15, 2000.
Article V amended and restated:     March 14, 2005.










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