Exhibit
3.8




AMENDED
AND RESTATED BYLAWS


OF


GHOST
TECHNOLOGY, INC.


(Adopted
January 9, 2009)







Article
I. Meeting of Shareholders




Section 1. Annual
Meeting. The annual meeting of the shareholders of this Company shall be
held at the time and place designated by the Board of Directors of the Company.
Business transacted at the annual meeting shall include the election of
directors of the Company.




Section 2. Special
Meetings. Special meetings of the shareholders shall be held when
directed by (i) the Board of Directors, or (ii) when requested in writing by the
holders of not less than 10 percent of all the shares entitled to vote at
the meeting.




Section 3.
Place. Meetings of shareholders may be held within or without the State
of Delaware.




Section 4.
Notice. Written notice stating the place, day and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than 10 nor more than 60 days
before the meeting, either personally or by mail, by or at the direction of the
chief executive officer, the president, the secretary, or the officer or persons
calling the meeting to each stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail addressed to the stockholder at his address as it
appears on the stock transfer books of the Company, with postage there on
prepaid. The provisions of Section 229 of the Delaware General Corporation
Law (the “DGCL”) as to waiver of notice are applicable.  In lieu of
mailing any proxy and proxy statement, notice may be given by furnishing a
Notice of Internet Availability of Proxy Materials in accordance with Rule
14a-16 under the Securities Exchange Act of 1934 and otherwise complying with
that rule.




Section 5. Notice of
Adjourned Meetings. When a meeting is adjourned to another time or place,
it shall not be necessary to give any notice of the adjourned meeting if the
time and place to which the meeting is adjourned are announced at the meeting at
which the adjournment is taken, and at the adjourned meeting any business may be
transacted that might have been transacted on the original date of the meeting.
If, however, after the adjournment the Board of Directors fixes a new record
date for the adjourned meeting, a notice of adjourned meeting, shall be given as
provided in this section to each stockholder of record on the new record date
entitled to vote at such meeting.




1


Section 6. Record
Date. For the purpose of determining shareholders entitled to notice of
or to vote at any meeting of shareholders or any adjournment thereof, or
entitled to receive payment of any dividend, or in order to make a determination
of shareholders for any other purpose, the Board of Directors may fix an advance
date as the record date for the determination of shareholders, such date in any
case to be not more than 60 days and, in case of a meeting of shareholders, not
less than 10 days prior to the date on which the particular action requiring
such determination of shareholders is to be taken.




In no
event may a record date fixed by the Board of Directors be a date preceding the
date upon which the resolution fixing the record date was adopted nor be more
than 10 days after the date upon which the resolution fixing the record date is
adopted.




If no
record date is fixed for the determination of shareholders entitled to notice or
to vote at a meeting of shareholders or shareholders entitled to receive payment
of a dividend, and no prior action by the Board of Directors is required under
Delaware General Corporation Law, the record date shall be the first date on
which a signed written consent setting forth the action to be taken or proposed
to be taken is delivered to the Company.




If no
record date is fixed for the determination of shareholders entitled to notice or
to vote at a meeting of shareholders or shareholders entitled to receive payment
of a dividend, and prior action by the Board of Directors is required under
Delaware General Corporation Law, the record date shall be at the close of
business on the day on which the Board of Directors adopts the resolution taking
such prior action.




When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall apply to any
adjournment thereof, unless the Board of Directors fixes a new record date for
the adjourned meeting.




Section 7. Stockholder
Quorum and Voting. A majority of the outstanding shares of each class or
series of voting stock then entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders. When a specified item of
business is required to be voted on by a class or series of stock, a majority of
the outstanding shares of such class or series shall constitute a quorum for the
transaction of such item of business by that class or series.




If a
quorum is present, the affirmative vote of the majority of those shares present
at the meeting in person or by proxy of each class or series of voting stock and
entitled to vote on the subject matter shall be the act of the shareholders
unless otherwise provided however that the directors of the Company shall be
elected by a plurality of such shares.




After a
quorum has been established at a shareholders’ meeting, the subsequent
withdrawal of shareholders, so as to reduce the number of shareholders entitled
to vote at the meeting below the number required for a quorum, shall not affect
the validity of any action taken at the meeting or any adjournment
thereof.




2


Section 8. Voting of
Shares. Each outstanding share, regardless of class, shall be entitled to
one vote on each matter submitted to a vote at a meeting of
shareholders.




Treasury
shares, shares of stock of this Company owned by another corporation, the
majority of the voting stock of which is owned or controlled by this Company,
and shares of stock of this Company, held by it in a fiduciary capacity shall
not be voted, directly or indirectly, at any meeting, and shall not be counted
in determining the total number of outstanding shares at any given
time.




A
stockholder may vote either in person or by proxy executed in writing by the
stockholder or his duly authorized attorney-in-fact.  A stockholder
may also vote in person, by proxy, by telephone or electronically including over
the Internet in accordance with the Securities Exchange Act of 1934 and rules of
the Securities and Exchange Commission.




At each
election for directors every stockholder entitled to vote at such election shall
have the right to vote, in person or by proxy, the number of shares owned by him
for as many persons as there are directors to be elected at that time and for
whose election he has a right to vote.




Shares
standing in the name of another corporation, domestic or foreign, may be voted
by the officer, agent, or proxy designated by the bylaws of the corporate
stockholder; or, in the absence of any applicable bylaw, by such person as the
Board of Directors of the corporate stockholder may designate. Proof of such
designation may be made by presentation of a certified copy of the bylaws or
other instrument of the corporate stockholder. In the absence of any such
designation, or in case of conflicting designation by the corporate stockholder,
the chairman of the board, the chief executive officer, the president, any vice
president, secretary and treasurer of the corporate stockholder shall be
presumed to possess, in that order, authority to vote such shares.




Shares
held by an administrator, executor, guardian or conservator may be voted by him,
either in person or by proxy, without a transfer of such shares into his name.
Shares standing in the name of a trustee may be voted by him, either in person
or by proxy, but no trustee shall be entitled to vote shares held by him without
a transfer of such shares into his name.




Shares
standing in the name of a receiver may be voted by such receiver, and shares
held by or under the control of a receiver may be voted by such receiver without
the transfer thereof into his name if authority to do so is contained in an
appropriate order of the court by which such receiver was
appointed.




A
stockholder whose shares are pledged shall be entitled to vote such shares until
the shares have been transferred into the name of the pledgee, and thereafter
the pledgee or his nominee shall be entitled to vote the shares so
transferred.




3


On and
after the date on which written notice of redemption of redeemable shares has
been mailed to the holders thereof and a sum sufficient to redeem such shares
has been deposited with a bank or trust company with irrevocable instruction and
authority to pay the redemption price to the holders thereof upon surrender of
certificates therefor, such shares shall not be entitled to vote on any matter
and shall not be deemed to be outstanding shares.




Section 9.
Proxies. Every stockholder entitled to vote at a meeting of shareholders
or to express consent or dissent without a meeting of a shareholders’ duly
authorized attorney-in-fact may authorize another person or persons to act for
him by proxy.


Every
proxy must be signed by the stockholder or his attorney ­in-fact. No proxy
shall be valid after the expiration of three years from the date thereof unless
otherwise provided in the proxy. Every proxy shall be revocable at the pleasure
of the stockholder executing it, except as otherwise provided by
law.




The
authority of the holder of a proxy to act shall not be revoked by the
incompetence or death of the stockholder who executed the proxy unless, before
the authority is exercised, written notice of an adjudication of such
incompetence or of such death is received by the corporate officer responsible
for maintaining the list of shareholders.




If a
proxy for the same shares confers authority upon two or more persons and does
not otherwise provide, a majority of them present at the meeting, or if only one
is present then that one, may exercise all the powers conferred by the proxy;
but if the proxy holders present at the meeting are equally divided as to the
right and manner of voting in any particular case, the voting of such shares
shall be prorated.




If a
proxy expressly provides, any proxy holder may appoint in writing a substitute
to act in his place.




Section 10. Action by
Shareholders without a Meeting. Any action required by law, these bylaws,
or the certificate of incorporation of this Company to be taken at any annual or
special meeting of shareholders of the Company, or any action which may be taken
at any annual or special meeting of such shareholders, may be taken without a
meeting, without prior notice and without a vote, if a consent 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. If any class of shares is entitled to vote
thereon as a class, such written consent shall be required of the holders of a
majority of the shares of each class of shares entitled to vote as a class
thereon and of the total shares entitled to vote thereon.




4


Promptly
after obtaining such authorization by written consent, notice shall be given to
those shareholders who have not consented in writing. The notice shall fairly
summarize the material features of the authorized action, and, if the action be
a merger or consolidation for which appraisal rights are provided under the
DGCL, be given in accordance with Section 262(d)(2) of the
DGCL.




Section 11. Advance
Notice of Stockholder Nominees and Stockholder Business.  To be
properly brought before an annual meeting or special meeting, nominations for
the election of directors or other business must be:




(a)
            specified
      in the notice of meeting (or any supplement thereto) given by or at the
      direction of the Board of
Directors,




(b)
            otherwise
      properly brought before the meeting by or at the direction of the Board of
      Directors, or




(c)
            otherwise
      properly brought before the meeting by a
  stockholder.




For such
other nominations or other business to be considered properly brought before the
meeting by a stockholder, such stockholder must have given timely notice and in
proper form of his intent to bring such business before such meeting. To be
timely, such stockholder’s notice must be delivered to or mailed and received by
the secretary of the Company not less than 90 days prior to the meeting;
provided, however, that in the event that less than 100 days notice of prior
public disclosure of the date of the meeting is given or made to shareholders,
notice by the stockholder to be timely must be so received not later than the
close of business on the 10th day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. To be in proper form, a stockholder’s notice to
the secretary shall set forth:




(i)
            the
      name and address of the stockholder who intends to make the nominations,
      propose the business, and, as the case may be, the name and address of the
      person or persons to be nominated or the nature of the business to be
      proposed;




(ii)
            a
      representation that the stockholder is a holder of record of stock of the
      Company entitled to vote at such meeting and, if applicable, intends to
      appear in person or by proxy at the meeting to nominate the person or
      persons specified in the notice or introduced the business specified in
      the notice;


(iii)
            if
      applicable, 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 or each matter of business to be
      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, or the matter been proposed, or intended to be proposed by the
      Board of Directors; and




(v)
            if
      applicable, the consent of each nominee to serve as director of the
      Company if so elected.




The
chairman of the meeting may refuse to acknowledge the nomination of any person
or the proposal of any business not made in compliance with the foregoing
procedure.




5


Article
II. Directors




Section 1.
Function. All corporate powers shall be exercised by or under the
authority of, and the business and affairs of the Company shall be managed under
the direction of, the Board of Directors.




Section 2.
Number. This Company shall have between three and nine directors. The
number of directors may be established from time to time by resolution of the
Board of Directors, but no decrease shall have the effect of shortening the
terms of any incumbent director.




Section 3. Election and
Term. Each person named in the certificate of incorporation as a member
of the initial Board of Directors and all other directors appointed by the Board
of Directors to fill vacancies thereof shall hold office until the first annual
meeting of shareholders, and until his successor shall have been elected and
qualified or until his earlier resignation, removal from office or
death.


At the
first annual meeting of shareholders and at each annual meeting thereafter the
shareholders shall elect directors to hold office until the next succeeding
annual meeting. Each director shall hold office for the term for which he is
elected and until his successor shall have been elected and qualified or until
his earlier resignation, removal from office or death.




Section 4.
Vacancies. Any vacancy occurring in the Board of Directors, including any
vacancy created by reason of an increase in the number of directors, may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the Board of Directors. A director elected to fill a
vacancy shall hold office only until the next election of directors by the
shareholders.




Section 5.
Qualification. Directors need not be residents of the State of Delaware
or shareholders of this Company.




Section 6.
Compensation. The Board of Directors shall have authority to fix the
compensation of directors.




Section 7. Duties of
Directors. A director shall perform his duties as a director, including
his duties as a member of any committee of the board upon which he may serve, in
good faith, in a manner he reasonably believes to be in the best interests of
the Company, and with such care as an ordinarily prudent person in a like
position would use under similar circumstances.




In
performing his duties, a director shall be entitled to rely on information,
opinions, reports or statements, including financial statements and other
financial data, in each case prepared or presented by:





(a)           one
or more officers or employees of the Company whom the director reasonably
believes to be reliable and competent in the matters presented,





(b)           counsel,
public accountants or other persons as to matters which the director reasonably
believes to be within such person’s professional or expert competence,
or





(c)           a
committee of the board upon which he does not serve, duly designated in
accordance with a provision of the certificate of incorporation or the bylaws,
as to matters within its designated authority, which committee the director
reasonably believes to merit confidence.




6


A
director shall not be considered to be acting in good faith if he has knowledge
concerning the matter in question that would cause such reliance described above
to be unwarranted.




A person
who performs his duties in compliance with this section shall have no liability
by reason of being or having been a director of the Company.




Section 8. Presumption
of Assent. A director of the Company who is present at a meeting of its
Board of Directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless he votes against such
action or abstains from voting in respect thereto because of an asserted
conflict of interest.




Section 9. Removal of
Directors. At a meeting of the shareholders called expressly for that
purpose, any director or the entire Board of Directors may be removed, with or
without cause, by a vote of the holders of a majority of the shares of each
class or series of voting stock, present in person or by proxy, then entitled to
vote at an election of directors.




Section 10. Quorum and
Voting. A majority of the number of directors fixed by these bylaws shall
constitute a quorum for the transaction of business. The act of the majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.




Section 11. Director
Conflicts of Interest. No contract or other transaction between this
Company and one or more of its directors or any other corporation, firm,
association or entity in which one or more of the directors are directors or
officers or are financially interested, shall be either void or voidable because
of such relationship or interest or because such director or directors are
present at the meeting of the Board of Directors or a committee thereof which
authorizes, approves or ratifies such contract or transaction or because his or
their votes are counted for such purpose, if:





(a)           The
fact of such relationship or interest is disclosed or known to the Board of
Directors or committee which authorizes, approves or ratifies the contract or
transaction by a vote or consent sufficient for the purpose without counting the
votes or consents of such interested directors; or





(b)           The
fact of such relationship or interest is disclosed or known to the shareholders
entitled to vote and they authorize, approve or ratify such contract or
transaction by vote or written consent; or





(c)           The
contract or transaction is fair and reasonable as to the Company at the time it
is authorized by the board, a committee or the shareholders. Common or
interested directors may be counted in determining the presence of a quorum at a
meeting of the Board of Directors or a committee thereof which authorizes,
approves or ratifies such contract or transaction.




7


Section 12. Place of
Meeting. Regular and special meetings by the Board of Directors may be
held within or without the State of Delaware.




Section 13. Time,
Notice and Call of Meetings. Regular meetings of the Board of Directors
shall be held without notice on the second Tuesday of September of each
year. Notice of the time and place of special meetings of the Board of Directors
shall be given to each director by either personal delivery, any form of
electronic or telephonic notice including facsimile transmission, as long as the
director is able to retain a copy of the notice, or telegram at least one day
before the meeting.




Notice of
a meeting of the Board of Directors need not be given to any director who signs
a waiver of notice either before or after the meeting. Attendance of a director
at a meeting shall constitute a waiver of notice of such meeting and waiver of
any and all obligations to the place of the meeting, the time of the meeting, or
the manner in which it has been called or convened, except when a director
states, at the beginning of the meeting, any objection to the transaction of
business because the meeting is not lawfully called or convened.




Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.




A
majority of the directors present, whether or not a quorum exists, may adjourn
any meeting of the Board of Directors to another time and place. Notice of any
such adjourned meeting shall be given to the directors who were not present at
the time of the adjournment and, unless the time and place of the adjourned
meeting are announced at the time of the adjournment, to the other
directors.


Meetings
of the Board of Directors may be called by the chief executive officer of the
Company or by any director.




Members
of the Board of Directors may participate in a meeting of such Board by means of
a conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other at the same time.
Participation by such means shall constitute presence in person at a
meeting.




Section 14. Action
Without a Meeting. Any action required to be taken at a meeting of the
directors of the Company, or any action which may be taken at a meeting of the
directors, may be taken without a meeting if a consent in writing, setting forth
the action to be taken, signed by all of the directors, is filed in the minutes
of the proceedings of the Board. Such consent shall have the same effect as a
unanimous vote.




Section 15.
Committees. The Board of Directors may designate from among its members
such committees it deems prudent, such as, but not limited to, an executive
committee, audit committee, compensation committee, finance committee and a
litigation committee.




8


Article
III. Officers




Section 1.
Officers. The officers of this Company shall consist of a chief executive
officer, president, chief financial officer, any vice presidents designated by
the Board of Directors, secretary, treasurer and such other officers as may be
designated by the Board of Directors, each of whom shall be elected by the Board
of Directors from time to time. Any two or more offices may be held by the same
person. The failure to elect any of the above officers shall not affect the
existence of this Company.  All officers shall be appointed by the
Board of Directors.




Section 2.
Duties. The officers of this Company shall have the following duties and
such other duties as delegated by the Board of Directors or chief executive
officer.




The chief
executive officer of the Company shall have general and active management of the
business and affairs of the Company subject to the directions of the Board of
Directors, and shall preside at all meetings of the shareholders.




The
president shall be the chief operating officer of the Company, shall act
whenever the chief executive officer shall be unavailable.




The chief
financial officer shall be the chief financial and accounting officer and be
primarily responsible for all filings with the Securities and Exchange
Commission. He shall furnish at meetings of the Board of Directors, or whenever
requested, a statement of the financial condition of the Company.




Any vice
president(s) shall have such titles as may be designated by the Board of
Directors.




The
secretary shall have custody of and maintain all of the corporate records,
except the financial records, shall record the minutes of all meetings of the
shareholders and whenever else required by the chief executive
officer.




The
treasurer shall be the legal custodian of all monies, notes, securities and
other valuables that may from time to time come into the possession of the
Company. He shall immediately deposit all funds of the Company coming into his
hands in some reliable bank or other depositary to be designated by the Board of
Directors and shall keep this bank account in the name of the
Company.




Section 3. Removal of
Officers. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board whenever in its judgment the best
interests of the Company will be served thereby.




Any
officer or agent elected by the shareholders may be removed only by vote of the
shareholders, unless the shareholders shall have authorized the directors to
remove such officer or agent.




Any
vacancy, however, occurring, in any office may be filled by the Board of
Directors, unless the bylaws shall have expressly reserved such power to the
shareholders.




Removal
of any officer shall be without prejudice to the contract rights, if any, of the
person so removed; however, election or appointment of an officer or agent shall
not of itself create contract rights.




9


Article
IV. Stock Certificates




Section 1.
Issuance. Every holder of shares in this Company shall be entitled to
have a certificate, representing all shares to which he is entitled. No
certificate shall be issued for any share until such share is fully
paid.




Section 2. Form.
Certificates representing shares in this Company shall be signed by the chief
executive officer or president and the secretary or an assistant secretary or
treasurer or assistant treasurer and may be sealed with the seal of this Company
or a facsimile thereof. The signature of the chief executive officer or
president and the secretary or assistant secretary or treasurer or assistant
treasurer may be facsimiles if the certificate is manually signed on behalf of a
transfer agent or a registrar, other than the Company itself or an employee of
the Company. In case any officer who signed or whose facsimile signature has
been placed upon such certificate shall have ceased to be such officer before
such certificate is issued, it may be issued by the Company with the same effect
as if he were such officer at the date of its issuance.




Every
certificate representing shares issued by this Company shall set forth or fairly
summarize upon the face or back of the certificate, or shall state that the
Company will furnish to any stockholder upon request and without charge a full
statement of, the designations, preferences, limitations and relative rights of
the shares of each class or series authorized to be issued, and the variations
in the relative rights and preferences between the shares of each series so far
as the same have been fixed and determined, and the authority of the Board of
Directors to fix and determine the relative rights and preferences of subsequent
series.




Every
certificate representing shares which are restricted as to the sale,
disposition, or other transfer of such shares shall state that such shares are
restricted as to transfer and shall set forth or fairly summarize upon the
certificate, or shall state that the Company will furnish to any stockholder
upon request and without charge a full statement of, such
restrictions.




Each
certificate representing shares shall state upon its face:  the name
of the Company; that the Company is organized under the laws of this state; the
name of the person or persons to whom issued; the number and class of shares,
and the designation of the series, if any, which such certificate represents;
and the par value of each share represented by such certificate, or a statement
that the shares are without par value.




Section 3. Transfer of
Stock. Except as provided in Section 4 of this Article, the Company
shall register a stock certificate presented to it for transfer if the
certificate is properly endorsed by the holder of record or by his duly
authorized attorney, and the signature of such person has been guaranteed by a
commercial bank or trust company or by a member of the New York or American
Stock Exchange.




Section 4. Off-Shore
Offerings. In all offerings of equity securities pursuant to
Regulation S of the Securities Act of 1933 (the “Act”), the Company shall
require that its stock transfer agent refuse to register any transfer of
securities not made in accordance with the provisions of Regulation S,
pursuant to registration under the Act or an available exemption under the
Act.




Section 5. Lost, Stolen
or Destroyed Certificates. The Company shall issue a new stock
certificate in the place of any certificate previously issued if the holder of
record of the certificate (a) makes proof in affidavit form that it has been
lost, destroyed or wrongfully taken; (b) requests the issuance of a new
certificate before the Company has notice that the certificate has been acquired
by a purchaser for value in good faith and without notice of any adverse claim;
(c) gives bond in such form as the Company may direct, to indemnify the Company,
the transfer agent, and registrar against any claim that may be made on account
of the alleged loss, destruction, or theft of a certificate; and (d) satisfies
any other reasonable requirements imposed by the Company.




10


Article
V. Books and Records




Section 1. Books and
Records. This Company shall keep correct and complete records and books
of account and shall keep minutes of the proceedings of its shareholders, Board
of Directors and committees of directors.




This
Company shall keep at its registered office or principal place of business, or
at the office of its transfer agent or registrar, a record of its shareholders,
giving the names and addresses of all shareholders, and the number, class and
series, if any, of the shares held by each.




Any
books, records and minutes may be in written form or in any other form capable
of being converted into written form within a reasonable time.




Any
person who is  a holder of record of shares or is a beneficial owner
of shares of stock of the Company, upon written demand under oath stating the
purpose thereof, shall have the right to inspect for any proper purpose, in
person or by agent or attorney, at any reasonable time or times during business
hours, the books and records specified in Section 220 of the DGCL of
shareholders and to make extracts therefrom.




Section 2. Financial
Information. Not later than three months after the close of each fiscal
year, this Company shall prepare a balance sheet showing in reasonable detail
the financial condition of the Company as of the close of its fiscal year, and a
profit and loss statement showing the results of the operations of the Company
during its fiscal year.




Upon the
written request of any stockholder or holder of voting trust certificates for
shares of the Company, the Company shall mail to such stockholder or holder of
voting trust certificates a copy of the most recent such balance sheet and
profit and loss statement.




The
balance sheets and profit and loss statements shall be filed in the registered
office of the Company in this state, shall be kept for at least five years, and
shall be subject to inspection during business hours by any stockholder or
holder of voting trust certificates, in person or by agent.




11


Article
VI. Dividends




The Board
of Directors of this Company may, from time to time, declare and the Company may
pay dividends on its shares in cash, property or its own shares, except when the
Company is insolvent or when the payment thereof would render the Company
insolvent or when the declaration or payment thereof would be contrary to any
restrictions contained in the certificate of incorporation, subject to the
following provisions:





(a)           Dividends
in cash or property may be declared and paid, except as otherwise provided in
this section, only out of the unreserved and unrestricted earned surplus of the
Company or out of capital surplus, howsoever arising but each dividend paid out
of capital surplus shall be identified as a distribution of capital surplus, and
the amount per share paid from such surplus shall be disclosed to the
shareholders receiving the same concurrently with the distribution.





(b)           Dividends
may be declared and paid in the Company’s own treasury shares.





(c)           Dividends
may be declared and paid in the Company’s own authorized but unissued shares out
of any unreserved and unrestricted surplus of the Company upon the following
conditions:





(1)           If
a dividend is payable in shares having a par value, such shares shall be issued
at not less than the par value thereof and there shall be transferred to stated
capital at the time such dividend is paid an amount of surplus equal to the
aggregate par value of the shares to be issued as a dividend.





(2)           If
a dividend is payable in shares without a par value, such shares shall be issued
at such stated value as shall be fixed by the Board of Directors by resolution
adopted at the time such dividend is declared, and there shall be transferred to
stated capital at the time such dividend is paid an amount of surplus equal to
the aggregate stated value so fixed in respect of such shares; and the amount
per share so transferred to stated capital shall be disclosed to the
shareholders receiving such dividend concurrently with the payment
thereof.





(d)           No
dividend payable in shares of any class shall be paid to the holders of shares
of any other class unless the certificate of incorporation so provide or such
payment is authorized by the affirmative vote or the written consent of the
holders of at least a majority of the outstanding shares of the class in which
the payment is to be made.





(e)           A
split-up or division of the issued shares of any class into a greater number of
shares of the same class without increasing the stated capital of the Company
shall not be construed to be a share dividend within the meaning of this
section.




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Article
VII. Corporate Seal




The Board
of Directors shall provide a corporate seal which shall be circular in form and
shall have inscribed thereon the following:


DELAWARE
 
 
 2002







Article
VIII. Amendment




These bylaws may be repealed or
amended, and new bylaws may be adopted, by the shareholders, or by the Board of
Directors to the extent permitted by the DGCL.







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