**ASIANADA,
        INC.**
   **Incorporated
        under the laws**
 **of
        the State of Delaware**
   **___________________________**
  **BYLAWS**
  **___________________________**
   **Adopted
        as of August 17, 2007**
 
 
  **BYLAWS**
 **OF**
 **ASIANADA,
        INC.**
 
 **ARTICLE
        1**
  **OFFICES**
 
 **1.1** **Registered
        Office.**
  The
        initial registered office of Asianada, Inc. (the “Corporation”) in the State of
        Delaware shall be at 615 South Dupont Highway, Kent County, Dover, DE 19901,
        and
        the registered agent in charge thereof shall be National Corporate Research,
        Ltd.
  **1.2** **Other
        Offices.**
  The
        Corporation may also have an office or offices at any other place or places
        within or outside the State of Delaware.
 
 **ARTICLE
        II**
  **MEETING
        OF STOCKHOLDERS**
  **2.1** **Annual
        Meetings.**
  The
        annual meeting of stockholders of the Corporation (the “Stockholders”) for the
        election of directors, and for the transaction of such other business as
        may
        properly come before the meeting, shall be held at such place, date and hour
        as
        shall be fixed by the board of directors of the Corporation (the “Board”) and
        designated in the notice or waiver of notice thereof, except that no annual
        meeting need be held if all actions, including the election of directors,
        required by the Delaware General Corporation Law (the “DGCL”) to be taken at the
        annual meeting of Stockholders are taken by written consent in lieu of meeting
        pursuant to Section 2.11 of this Article II.
  **2.2** **Special
        Meetings.**
  A
        special
        meeting of Stockholders for any purpose or purposes may be called by the
        Board,
        the chairman of the board (the “Chairman”), the chief executive officer of the
        Corporation (the “CEO”), the president of the Corporation (the “President”) or
        the record holders of at least a majority of the issued and outstanding shares
        of Common Stock of the Corporation (the “Common Stock”), to be held at such
        place, date and hour as shall be designated in the notice or waiver of notice
        thereof.
  **2.3** **Notice
        of Meetings.**
  Except
        as
        otherwise required by statute, the Corporation’s Certificate of Incorporation
        (the “Certificate”) or these bylaws of the Corporation (the “Bylaws”), notice of
        each annual or special meeting of the Stockholders shall be given to each
        Stockholder of record entitled to vote at such meeting not less than 10 nor
        more
        than 60 days before the day on which the meeting is to be held, by delivering
        written notice thereof to him personally, or by mailing a copy of such notice,
        postage prepaid, directly to him at his address as it appears in the records
        of
        the Corporation, or by transmitting such notice thereof to him at such address
        by telegraph, cable or other telephonic transmission. Every such notice shall
        state the place, the date and hour of the meeting, and, in case of a special
        meeting, the purpose or purposes for which
        the
        meeting is called. Notice of any meeting of Stockholders shall not be required
        to be given to any Stockholder who shall attend such meeting in person or
        by
        proxy, or who shall, in person or by his attorney thereunto authorized, waive
        such notice in writing, either before or after such meeting. Except as otherwise
        provided in these Bylaws, neither the business to be transacted at, nor the
        purpose of, any meeting of the Stockholders need be specified in any such
        notice
        or waiver of notice. Notice of any adjourned meeting of Stockholders shall
        not
        be required to be given, except when expressly required by law.
  
  **2.4** **Quorum.**
  At
        each
        meeting of Stockholders, except where otherwise provided by the Certificate
        or
        these Bylaws, the holders of a majority of the issued and outstanding shares
        of
        Common Stock entitled to vote at such meeting, present in person or represented
        by proxy, shall constitute a quorum for the transaction of business. In the
        absence of a quorum, a majority in interest of the Stockholders present in
        person or represented by proxy and entitled to vote, or, in the absence of
        all
        the Stockholders entitled to vote, any officer entitled to preside at, or
        act as
        secretary of, such meeting, shall have the power to adjourn the meeting from
        time to time, until Stockholders holding the requisite amount of stock to
        constitute a quorum shall be present or represented. At any such adjourned
        meeting at which a quorum shall be present, any business may be transacted
        which
        might have been transacted at the meeting as originally called.
  **2.5** **Place
        of Meetings.**
  Annual
        meetings or special meetings of Stockholders may be held at any place within
        or
        without the State of Delaware as may be selected from time to time by the
        Board,
        Chairman, CEO or President.
  **2.6** **Organization.**
  Unless
        otherwise determined by the Board, at each meeting of the Stockholders, one
        of
        the following shall act as chairman of the meeting and preside thereat, in
        the
        following order of precedence:
  (a) the
        Chairman;
  (b) the
        CEO;
  (c) the
        President;
  (d) any
        director, officer or Stockholder of the Corporation designated by the Board
        to
        act as chairman of such meeting and to preside thereat if the Chairman, CEO
        or
        President shall be absent from such meeting; or
  (e) a
        Stockholder of record who shall be chosen chairman of such meeting by a majority
        in voting interest of the Stockholders present in person or by proxy and
        entitled to vote thereat.
  
 The
        secretary of the Corporation (the “Secretary”) or, if he shall be presiding over
        such meeting in accordance with the provisions of this Section 2.6 or if
        he
        shall be absent from such meeting, the person (who shall be an Assistant
        Secretary of the Corporation, if an Assistant Secretary has been appointed
        and
        is present) whom the chairman of such meeting shall appoint, shall act as
        secretary of such meeting and keep the minutes thereof. ****
  **2.7** **Order
        of Business.**
  The
        order
        of business at each meeting of the Stockholders shall be determined by the
        chairman of such meeting, but such order of business may be changed by a
        majority in voting interest of those present in person or by proxy at such
        meeting and entitled to vote thereat.
  **2.8** **Voting.**
  Except
        as
        otherwise provided by law, the Certificate or these Bylaws, at each meeting
        of
        Stockholders, each Stockholder shall be entitled to one vote in person or
        by
        proxy for each share of Common Stock held by him and registered in his name
        on
        the books of the Corporation on the date fixed pursuant to Section 6.7 of
        Article VI of the Bylaws as the record date for the determination of
        Stockholders entitled to vote at such meeting. Persons holding stock in a
        fiduciary capacity shall be entitled to vote the shares so held. A person
        whose
        stock is pledged shall be entitled to vote, unless, in the transfer by the
        pledgor on the books of the Corporation, he has expressly empowered the pledgee
        to vote thereon, in which case only the pledgee or his proxy may represent
        such
        stock and vote thereon. If shares or other securities having voting power
        stand
        in the record of two or more persons, whether fiduciaries, members of a
        partnership, joint tenants, tenants in common, tenants by the entirety or
        otherwise, or if two or more persons have the same fiduciary relationship
        respecting the same shares, unless the secretary shall be given written notice
        to the contrary and furnished with a copy of the instrument or order appointing
        them or creating the relationship wherein it is so provided, their acts with
        respect to voting shall have the following effect:
  (a) if
        only
        one votes, his act binds all;
  (b) if
        more
        than one votes, the act of the majority so voting binds all; and
  (c) if
        more
        than one votes, but the vote is evenly split on any particular matter, such
        shares shall be voted in the manner provided by law.
  If
        the
        instrument so filed shows that any such tenancy is held in unequal interests,
        a
        majority or even-split for the purposes of this Section 2.8 shall be a majority
        or even-split in interest. The Corporation shall not vote directly or indirectly
        any share of its own capital stock. Any vote of stock may be given by the
        Stockholder entitled thereto in person or by his proxy appointed by an
        instrument in writing, subscribed by such Stockholder or by his attorney
        thereunto authorized, delivered to the secretary of the meeting; provided , however ,
        that no
        proxy shall be voted after three years from its date, unless said proxy provides
        for a longer period. At all meetings of the Stockholders, all matters (except
        where other provision is made by law, the Certificate or these Bylaws) shall
        be
        decided by the vote of a majority in interest of the Stockholders present
        in
        person or by proxy at such meeting and entitled to vote thereon, a quorum
        being
        present. Unless demanded by a Stockholder present in person or by proxy at
        any
        meeting and entitled to vote thereon, the vote on any question need not be
        by
        ballot. Upon a demand by any such Stockholder for a vote by ballot upon any
        question, such vote by ballot shall be taken. On a vote by ballot, each ballot
        shall be signed by the Stockholder voting, or by his proxy, if there be such
        proxy, and shall state the number of shares voted.
 
 
  **2.9** **Inspection.**
  The
        chairman of the meeting may at any time appoint one or more inspectors to
        serve
        at any meeting of the Stockholders. Any inspector may be removed, and a new
        inspector or inspectors appointed, by the Board at any time. Such inspectors
        shall decide upon the qualifications of voters, accept and count votes, declare
        the results of such vote, and subscribe and deliver to the secretary of the
        meeting a certificate stating the number of shares of stock issued and
        outstanding and entitled to vote thereon and the number of shares voted for
        and
        against the question, respectively. The inspectors need not be stockholders
        of
        the Corporation, and any director or officer of the Corporation may be an
        inspector on any question other than a vote for or against his election to
        any
        position with the Corporation or on any other matter in which he may be directly
        interested. Before acting as herein provided, each inspector shall subscribe
        an
        oath faithfully to execute the duties of an inspector with strict impartiality
        and according to the best of his ability.
  **2.10** **List
        of Stockholders.**
  It
        shall
        be the duty of the Secretary or other officer of the Corporation who shall
        have
        charge of its stock ledger to prepare and make, at least 10 days before every
        meeting of the Stockholders, a complete list of the Stockholders entitled
        to
        vote thereat, 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 any such meeting, during ordinary business hours, for a period
        of at
        least 10 days prior to such meeting, either at a place within the city where
        such 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.
        Such 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.
  **2.11** **Stockholders'
        Consent in Lieu of Meeting.**
  Any
        action required by the DGCL to be taken at any annual or special meeting
        of the
        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, by a consent in writing, as permitted by
        the
        DGCL.
  
  **2.12** **Action
        by Means of Conference Telephone or Similar Communications Equipment.**
  Any
        one
        or more of the Stockholders may participate in a meeting of the Stockholders
        by
        means of conference telephone or similar communications equipment by which
        all
        persons participating in the meeting can hear each other, and participation
        in a
        meeting by such means shall constitute presence in person at such meeting.
  **ARTICLE
        III**
  **BOARD
        OF DIRECTORS**
  **3.1** **General
        Powers.**
  The
        business, property and affairs of the Corporation shall be managed by or
        under
        the direction of the Board, which may exercise all such powers of the
        Corporation and do all such lawful acts and things as are not by law or by
        the
        Certificate directed or required to be exercised or done by the Stockholders.
  **3.2** **Number
        and Term of Office.**
  The
        number of directors shall be fixed from time to time by the Board. Directors
        need not be Stockholders. Each director shall hold office until his successor
        is
        elected and qualified, or until his earlier death or resignation or removal
        in
        the manner hereinafter provided.
  **3.3** **Election
        of Directors.**
  At
        each
        meeting of Stockholders for the election of directors at which a quorum is
        present, the persons receiving the greatest number of votes, up to the number
        of
        directors to be elected, of the Stockholders present in person or by proxy
        and
        entitled to vote thereon shall be the directors; provided, however, that
        for
        purposes of such vote no Stockholder shall be allowed to cumulate his votes.
        Unless an election by ballot shall be demanded as provided in Section 2.8
        of
        Article II, election of directors may be conducted in any manner approved
        at
        such meeting.
  **3.4** **Resignation,
        Removal and Vacancies.**
  Any
        director may resign at any time by giving written notice to the Board, Chairman,
        CEO, President or Secretary. Such resignation shall take effect at the time
        specified therein or, if the time be not specified, upon receipt thereof;
        and
        unless otherwise specified therein, the acceptance of such resignation shall
        not
        be necessary to make it effective.
  Any
        director or the entire Board may be removed, with or without cause, at any
        time,
        by vote of the holders of a majority of the shares then entitled to vote
        at an
        election of directors or by written consent of the Stockholders pursuant
        to
        Section 2.11 of Article II.
  Vacancies
        occurring on the Board for any reason may be filled by vote of the Stockholders
        or by a Stockholders' written consent pursuant to Section 2.11 of Article
        II, or
        by vote of the Board or by a directors' written consent pursuant to Section
        3.6
        of this Article III. If the number of directors then in office is less than
        a
        quorum, such vacancies may be filled by a vote of a majority of the directors
        then in office.
  
  **3.5**  **Meetings.**
  (a) Annual
        Meetings .
        As soon
        as practicable after each annual election of directors, the Board shall meet
        for
        the purpose of organization and the transaction of other business, unless
        it
        shall have transacted all such business by written consent pursuant to Section
        3.6 of this Article III.
  (b) Other
        Meetings .
        Other
        meetings of the Board shall be held at such times and at such places as the
        Board, Chairman, CEO, President or any director shall from time to time
        determine.
  (c) Notice
        of Meetings .
        Notice
        shall be given to each director of each meeting, including the time, place
        and
        purpose of such meeting. Notice of each such meeting shall be mailed to each
        director, addressed to him at his residence or usual place of business, at
        least
        two days before the date on which such meeting is to be held, or shall be
        sent
        to him at such place by telegraph, cable, wireless or other form of recorded
        communication, or be delivered personally or by telephone not later than
        the day
        before the day on which such meeting is to be held, but notice need not be
        given
        to any director who shall attend such meeting. A written waiver of notice,
        signed by the person entitled thereto, whether before or after the time of
        the
        meeting stated therein, shall be deemed equivalent to notice.
  (d) Place
        of Meetings .
        The
        Board may hold its meetings at such place or places within or outside the
        State
        of Delaware as the Board may from time to time determine, or as shall be
        designated in the respective notices or waivers of notice thereof.
  (e) Quorum
        and Manner of Acting .
        A
        majority of the total number of directors then in office shall be present
        in
        person at any meeting of the Board in order to constitute a quorum for the
        transaction of business at such meeting, and the vote of a majority of those
        directors present at any such meeting at which a quorum is present shall
        be
        necessary for the passage of any resolution or act of the Board, except as
        otherwise expressly required by law or these Bylaws. In the absence of a
        quorum
        for any such meeting, a majority of the directors present thereat may adjourn
        such meeting from time to time until a quorum shall be present.
  (f) Organization .
        At each
        meeting of the Board, one of the following shall act as chairman of the meeting
        and preside thereat, in the following order of precedence:
  (i) the
        Chairman;
  (ii) the
        CEO
        (if a director);
  (iii) the
        President (if a director); or
  (iv) any
        director designated by a majority of the directors present.
  The
        Secretary or, in the case of his absence, an Assistant Secretary, if an
        Assistant Secretary has been appointed and is present, or any person whom
        the
        chairman of the meeting shall appoint shall act as secretary of such meeting
        and
        keep the minutes thereof.
  
  **3.6** **Directors'
        Consent in Lieu of Meeting.**
  Any
        action required or permitted to be taken at any meeting of the Board 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 all of
        the
        directors then in office and such consent is filed with the minutes of the
        proceedings of the Board.
  **3.7** **Action
        by Means of Conference Telephone or Similar Communications Equipment.**
  Any
        one
        or more members of the Board may participate in a meeting of the Board by
        means
        of conference telephone or similar communications equipment by which all
        persons
        participating in the meeting can hear each other, and participation in a
        meeting
        by such means shall constitute presence in person at such meeting.
  **3.8** **Committees.**
  The
        Board
        may, by resolution or resolutions passed by a majority of the whole Board,
        designate one or more committees, such committee or committees to have such
        name
        or names as may be determined from time to time by resolution adopted by
        the
        Board, and each such committee to consist of one or more directors of the
        Corporation, which to the extent provided in said resolution or resolutions
        shall have and may exercise the powers of the Board 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. A majority
        of all
        the members of any such committee may determine its action and fix the time
        and
        place of its meetings, unless the Board shall otherwise provide. The Board
        shall
        have power to change the members of any such committee at any time, to fill
        vacancies and to discharge any such committee, either with or without cause,
        at
        any time.
  **ARTICLE
        IV**
  **OFFICERS**
  **4.1** **Executive
        Officers.**
  The
        principal officers of the Corporation shall be, if appointed, a Chairman,
        CEO,
        President, Secretary and Treasurer, and such other officers as the Board
        may
        appoint pursuant to Section 4.3 of this Article IV. Any two or more offices
        may
        be held by the same person.
  **4.2** **Authority
        and Duties.**
  All
        officers, as between themselves and the Corporation, shall have such authority
        and perform such duties in the management of the Corporation as may be provided
        in these Bylaws or, to the extent so provided, by the Board.
  
 **4.3** **Other
        Officers.**
  The
        Corporation may have such other officers, agents and employees as the Board
        may
        deem necessary, including one or more Vice Presidents, Assistant Secretaries
        or
        Assistant Treasurers, each of whom shall hold office for such period, have
        such
        authority and perform such duties as the Board, Chairman, CEO, President
        and
        Secretary may from time to time determine. The Board may delegate to any
        principal officer the power to appoint and define the authority and duties
        of,
        or remove, any such officers, agents or employees.
  **4.4** **Term
        of Office, Resignation and Removal.**
  All
        officers shall be elected or appointed by the Board and shall hold office
        for
        such term as may be prescribed by the Board. Each officer shall hold office
        until his successor has been elected or appointed and qualified or until
        his
        earlier death or resignation or removal in the manner hereinafter provided.
        The
        Board may require any officer to give security for the faithful performance
        of
        his duties.
  Any
        officer may resign at any time by giving written notice to the Board, Chairman,
        CEO, President or Secretary. Such resignation shall take effect at the time
        specified therein or, if the time be not specified, at the time it is accepted
        by action of the Board. Except as aforesaid, the acceptance of such resignation
        shall not be necessary to make it effective.
  All
        officers and agents elected or appointed by the Board shall be subject to
        removal at any time by the Board or by the Stockholders with or without cause.
  **4.5** **Vacancies.**
  If
        the
        office of Chairman, CEO, President or Secretary becomes vacant for any reason,
        the Board shall fill such vacancy, and if any other office becomes vacant,
        the
        Board may fill such vacancy. Any officer so appointed or elected by the Board
        shall serve only until such time as the unexpired term of his predecessor
        shall
        have expired, unless reelected or reappointed by the Board.
  **4.6** **The
        Chairman.**
  The
        Chairman shall give counsel and advice to the Board and the officers of the
        Corporation on all subjects concerning the welfare of the Corporation and
        the
        conduct of its business and shall perform such other duties as the Board
        may
        from time to time determine. Unless otherwise determined by the Board, he
        shall
        preside at meetings of the Board and of the Stockholders at which he is present.
  **4.7** **The
        Chief Executive Officer.**
  The
        CEO
        shall have general and active management and control of the business and
        affairs
        of the Corporation subject to the control of the Board and shall see that
        all
        orders and resolutions of the Board are carried into effect. The CEO shall
        from
        time to time make such reports of the affairs of the Corporation as the Board
        of
        Directors may require and shall perform such other duties as the Board may
        from
        time to time determine.
  
  **4.8** **The
        President.**
  Subject
        to the control of the Board and the CEO, the President shall in general
        supervise and control the business and affairs of the Corporation.
  **4.9** **The
        Secretary.**
  The
        Secretary shall, to the extent practicable, attend all meetings of the Board
        and
        all meetings of the Stockholders and shall record all votes and the minutes
        of
        all proceedings in a book to be kept for that purpose. He may give, or cause
        to
        be given, notice of all meetings of the Stockholders and of the Board, and
        shall
        perform such other duties as may be prescribed by the Board, Chairman, CEO
        or
        President, under whose supervision he shall act. He shall keep in safe custody
        the seal of the Corporation and affix the same to any duly authorized instrument
        requiring it and, when so affixed, it shall be attested by his signature
        or by
        the signature of the Treasurer or, if appointed, an Assistant Secretary or
        an
        Assistant Treasurer. He shall keep in safe custody the certificate books
        and
        Stockholder records and such other books and records as the Board may direct,
        and shall perform all other duties incident to the office of Secretary and
        such
        other duties as from time to time may be assigned to him by the Board, Chairman,
        CEO or the President.
  **4.10** **The
        Treasurer.**
  The
        Treasurer shall have the care and custody of the corporate funds and other
        valuable effects, including securities, shall keep full and accurate accounts
        of
        receipts and disbursements in books belonging to the Corporation and shall
        deposit all moneys and other valuable effects in the name and to the credit
        of
        the Corporation in such depositories as may be designated by the Board. The
        Treasurer shall disburse the funds of the Corporation as may be ordered by
        the
        Board, taking proper vouchers for such disbursements, shall render to the
        Chairman, CEO, President and directors, at the regular meetings of the Board
        or
        whenever they may require it, an account of all his transactions as Treasurer
        and of the financial condition of the Corporation and shall perform all other
        duties incident to the office of Treasurer and such other duties as from
        time to
        time may be assigned to him by the Board, Chairman, CEO or the President.
  **ARTICLE
        V**
  CONTRACTS,
        CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
  **5.1** **Execution
        of Documents.**
  The
        Board
        shall designate, by either specific or general resolution, the officers,
        employees and agents of the Corporation who shall have the power to execute
        and
        deliver deeds, contracts, mortgages, bonds, debentures, checks, drafts and
        other
        orders for the payment of money and other documents for and in the name of
        the
        Corporation, and may authorize such officers, employees and agents to delegate
        such power (including authority to redelegate) by written instrument to other
        officers, employees or agents of the Corporation. Unless so designated or
        expressly authorized by these Bylaws, no officer, employee or agent shall
        have
        any power or authority to bind the Corporation by any contract or engagement,
        to
        pledge its credit or to render it liable pecuniarily for any purpose or amount.
  
  **5.2** **Deposits.**
  All
        funds
        of the Corporation not otherwise employed shall be deposited from time to
        time
        to the credit of the Corporation or otherwise as the Board or Treasurer,
        or any
        other officer of the Corporation to whom power in this respect shall have
        been
        given by the Board, shall select.
  **5.3** **Proxies
        with Respect to Stock or Other Securities of Other Corporations.**
  The
        Board
        shall designate the officers of the Corporation who shall have authority
        from
        time to time to appoint an agent or agents of the Corporation to exercise
        in the
        name and on behalf of the Corporation the powers and rights which the
        Corporation may have as the holder of stock or other securities in any other
        corporation, and to vote or consent with respect to such stock or securities.
        Such designated officers may instruct the person or persons so appointed
        as to
        the manner of exercising such powers and rights, and such designated officers
        may execute or cause to be executed in the name and on behalf of the Corporation
        and under its corporate seal or otherwise, such written proxies, powers of
        attorney or other instruments as they may deem necessary or proper in order
        that
        the Corporation may exercise its powers and rights.
  **ARTICLE
        VI**
  SHARES
        AND THEIR TRANSFER; FIXING RECORD DATE
  **6.1** **Certificates
        for Shares.**
  Every
        owner of stock of the Corporation shall be entitled to have a certificate
        certifying the number and class of shares owned by him in the Corporation,
        which
        shall be in such form as shall be prescribed by the Board. Certificates shall
        be
        numbered and issued in consecutive order and shall be signed by, or in the
        name
        of, the Corporation by the Chairman, CEO, President or any Vice President,
        and
        by the Treasurer (or an Assistant Treasurer, if appointed) or the Secretary
        (or
        an Assistant Secretary, if appointed). In case any officer or officers who
        shall
        have signed any such certificate or certificates shall cease to be such officer
        or officers of the Corporation, whether because of death, resignation or
        otherwise, before such certificate or certificates shall have been delivered
        by
        the Corporation, such certificate or certificates may nevertheless be adopted
        by
        the Corporation and be issued and delivered as though the person or persons
        who
        signed such certificate had not ceased to be such officer or officers of
        the
        Corporation.
  **6.2** **Record.**
  A
        record
        in one or more counterparts shall be kept of the name of the person, firm
        or
        corporation owning the shares represented by each certificate for stock of
        the
        Corporation issued, the number of shares represented by each such certificate,
        the date thereof and, in the case of cancellation, the date of cancellation.
        Except as otherwise expressly required by law, the person in whose name shares
        of stock stand on the stock record of the Corporation shall be deemed the
        owner
        thereof for all purposes regarding the Corporation.
  
  **6.3** **Transfer
        and Registration of Stock.**
  The
        transfer of stock and certificates which represent the stock of the Corporation
        shall be governed by Article 8 of Subtitle 1 of Title 6 of the Delaware Code
        (the Uniform Commercial Code), as amended from time to time.
  Registration
        of transfers of shares of the Corporation shall be made only on the books
        of the
        Corporation upon request of the registered holder thereof, or of his attorney
        thereunto authorized by power of attorney duly executed and filed with the
        Secretary of the Corporation, and upon the surrender of the certificate or
        certificates for such shares properly endorsed or accompanied by a stock
        power
        duly executed.
  **6.4** **Addresses
        of Stockholders.**
  Each
        Stockholder shall designate to the Secretary an address at which notices
        of
        meetings and all other corporate notices may be served or mailed to him,
        and, if
        any Stockholder shall fail to designate such address, corporate notices may
        be
        served upon him by mail directed to him at his post-office address, if any,
        as
        the same appears on the share record books of the Corporation or at his last
        known post-office address.
  **6.5** **Lost,
        Destroyed and Mutilated Certificates.**
  The
        holder of any shares of the Corporation shall immediately notify the Corporation
        of any loss, destruction or mutilation of the certificate therefor, and the
        Board may, in its discretion, cause to be issued to him a new certificate
        or
        certificates for such shares, upon the surrender of the mutilated certificates
        or, in the case of loss or destruction of the certificate, upon satisfactory
        proof of such loss or destruction, and the Board may, in its discretion,
        require
        the owner of the lost or destroyed certificate or his legal representative
        to
        give the Corporation a bond in such sum and with such surety or sureties
        as it
        may direct to indemnify the Corporation against any claim that may be made
        against it on account of the alleged loss or destruction of any such
        certificate.
  **6.6** **Regulations.**
  The
        Board
        may make such rules and regulations as it may deem expedient, not inconsistent
        with these Bylaws, concerning the issue, transfer and registration of
        certificates for stock of the Corporation.
  **6.7** **Fixing
        Date for Determination of Stockholders of Record.**
  (a) 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, the Board
        may
        fix a record date, which record date shall not precede the date upon which
        the
        resolution fixing the record date is adopted by the Board, and which record
        date
        shall be not more than 60 nor less than 10 days before
        the date of such meeting. If no record date is fixed by the Board, the record
        date for determining Stockholders entitled to notice of or to vote at a meeting
        of Stockholders shall be at the close of business on the day next preceding
        the
        day on which notice is given, or, if notice is waived, at the close of business
        on the day next preceding the day on which the meeting is held. 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 may fix a new record date for the adjourned meeting.
  
 (b) In
        order
        that the Corporation may determine the Stockholders entitled to consent to
        corporate action in writing without a meeting, the Board may fix a record
        date,
        which record date shall not precede the date upon which the resolution fixing
        the record date is adopted by the Board, and which date shall be not more
        than
        10 days after the date upon which the resolution fixing the record date is
        adopted by the Board. If no record date has been fixed by the Board, the
        record
        date for determining Stockholders entitled to consent to corporate action
        in
        writing without a meeting, when no prior action by the Board is required
        by the
        DGCL, shall be the first date on which a signed written consent setting forth
        the action taken or proposed to be taken is delivered to the Corporation
        by
        delivery to its registered office in the State of Delaware, its principal
        place
        of business or an officer or agent of the Corporation having custody of the
        book
        in which proceedings of meetings of Stockholders are recorded. Delivery made
        to
        the Corporation's registered office shall be by hand or by certified or
        registered mail, return receipt requested. If no record date has been fixed
        by
        the Board and prior action by the Board is required by the DGCL, the record
        date
        for determining Stockholders entitled to consent to corporate action in writing
        without a meeting shall be at the close of business on the day on which the
        Board adopts the resolution taking such prior action.
  (c) In
        order
        that the Corporation may determine the Stockholders entitled to receive payment
        of any dividend or other distribution or allotment of any rights or the
        Stockholders 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 may fix a record date, which record date shall not precede 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 date for determining Stockholders for any such purpose
        shall
        be at the close of business on the day on which the Board adopts the resolution
        relating thereto.
  **ARTICLE
        VII**
  INDEMNIFICATION
        AND
        INSURANCE
  **7.1** **Indemnification.**
  (a) As
        provided in the Certificate, to the fullest extent permitted by the DGCL
        as the
        same exists or may hereafter be amended, a director of the Corporation shall
        not
        be liable to the Corporation or its Stockholders for breach of fiduciary
        duty as
        a director.
  (b) Without
        limitation of any right conferred by paragraph (a) of this Section 7.1, each
        person who was or is made a party or is threatened to be made a party to
        or is
        otherwise involved in any threatened, pending or completed action, suit or
        proceeding, whether civil, criminal, administrative or investigative
        (hereinafter a "proceeding"), by reason of the fact that he or she is or
        was a
        director, officer or employee of the Corporation or is or was serving at
        the
        request of the Corporation as a director, officer or employee of another
        corporation or of a partnership, joint venture, trust or other enterprise,
        including service with respect to an employee benefit plan (hereinafter an
        "indemnitee"), whether the basis of such proceeding is alleged action in
        an
        official capacity while serving as a director, officer or employee or in
        any
        other capacity while serving as a director, officer or employee, shall be
        indemnified and held harmless by the Corporation to the fullest extent
        authorized by the DGCL, as the same exists or may hereafter be amended (but,
        in
        the case of any such amendment, only to the extent that such amendment permits
        the Corporation to provide broader indemnification rights than permitted
        prior
        thereto), against all expense, liability and loss (including attorneys' fees,
        judgments, fines, excise taxes or amounts paid in settlement) reasonably
        incurred or suffered by such indemnitee in connection therewith and such
        indemnification shall continue as to an indemnitee who has ceased to be a
        director, officer or employee and shall inure to the benefit of the indemnitee's
        heirs, testators, intestates, executors and administrators; provided , however ,
        that
        such person acted in good faith and in a manner he reasonably believed to
        be in,
        or not opposed to, the best interests of the Corporation, and with respect
        to a
        criminal action or proceeding, had no reasonable cause to believe his conduct
        was unlawful; provided  further , however ,
        that no
        indemnification shall be made in the case of an action, suit or proceeding
        by or
        in the right of the Corporation in relation to matters as to which it shall
        be
        adjudged in such action, suit or proceeding that such director, officer,
        employee or agent is liable to the Corporation, unless a court having
        jurisdiction shall determine that, despite such adjudication, such person
        is
        fairly and reasonably entitled to indemnification; provided  further , however ,
        that,
        except as provided in Section 7.1(c) of this Article VII with respect to
        proceedings to enforce rights to indemnification, the Corporation shall
        indemnify any such indemnitee in connection with a proceeding (or part thereof)
        initiated by such indemnitee only if such proceeding (or part thereof) initiated
        by such indemnitee was authorized by the Board. The right to indemnification
        conferred in this Article VII shall be a contract right and shall include
        the
        right to be paid by the Corporation the expenses incurred in defending any
        such
        proceeding in advance of its final disposition (hereinafter an "advancement
        of
        expenses"); provided , however ,
        that,
        if the DGCL requires, an advancement of expenses incurred by an indemnitee
        in
        his or her capacity as a director or officer (and not in any other capacity
        in
        which service was or is rendered by such indemnitee, including, without
        limitation, service to an employee benefit plan) shall be made only upon
        delivery to the Corporation of an undertaking (hereinafter an "undertaking"),
        by
        or on behalf of such indemnitee, to repay all amounts so advanced if it shall
        ultimately be determined by final judicial decision from which there is no
        further right to appeal (hereinafter a "final adjudication") that such
        indemnitee is not entitled to be indemnified for such expenses under this
        Section or otherwise.
  
 (c) If
        a
        claim under Section 7.1(b) of this Article VII is not paid in full by the
        Corporation within 60 days after a written claim has been received by the
        Corporation, except in the case of a claim for an advancement of expenses,
        in
        which case the applicable period shall be 20 days, the indemnitee may at
        any
        time thereafter bring suit against the Corporation to recover the unpaid
        amount
        of the claim. If successful in whole or in part in any such suit, or in a
        suit
        brought by the Corporation to recover an advancement of expenses pursuant
        to the
        terms of any undertaking, the indemnitee shall be entitled to be paid also
        the
        expense of prosecuting or defending such suit. In (i) any suit brought by
        the indemnitee to
        enforce a right to indemnification hereunder (but not in a suit brought by
        the
        indemnitee to enforce a right to an advancement of expenses) it shall be
        a
        defense that, and (ii) in any suit by the Corporation to recover an advancement
        of expenses pursuant to the terms of an undertaking, the Corporation shall
        be
        entitled to recover such expenses upon a final adjudication that, the indemnitee
        has not met the applicable standard of conduct set forth in the DGCL. Neither
        the failure of the Corporation (including the Board, independent legal counsel,
        or the Stockholders) to have made a determination prior to the commencement
        of
        such suit that indemnification of the indemnitee is proper in the circumstances
        because the indemnitee has met the applicable standard of conduct set forth
        in
        the DGCL, nor an actual determination by the Corporation (including the Board,
        independent legal counsel or the Stockholders) that the indemnitee has not
        met
        such applicable standard of conduct, shall create a presumption that the
        indemnitee has not met the applicable standard of conduct or, in the case
        of
        such a suit brought by the indemnitee, be a defense to such suit. In any
        suit
        brought by the indemnitee to enforce a right to indemnification or to an
        advancement of expenses hereunder, or by the Corporation to recover an
        advancement of expenses pursuant to the terms of an undertaking, the burden
        of
        proving that the indemnitee is not entitled to be indemnified, or to such
        advancement of expenses, under this Section
        or otherwise shall be on the Corporation.
  (d) The
        rights to indemnification and to the advancement of expenses conferred in
        this
        Article VII shall not be exclusive of any other right which any person may
        have
        or hereafter acquire under any statute, the Certificate, agreement, vote
        of
        Stockholders or disinterested directors or otherwise.
  **7.2** **Insurance.**
  The
        Corporation may purchase and maintain insurance, at its expense, to protect
        itself and any person who is or was a director, officer, employee or agent
        of
        the Corporation or any person who is or was serving at the request of the
        Corporation as a director, officer, employer or agent of another corporation,
        partnership, joint venture, trust or other enterprise against any expense,
        liability or loss, whether or not the Corporation would have the power to
        indemnify such person against such expense, liability or loss under the DGCL.
 
 
  **ARTICLE
        VIII**
  **8.1** **Seal.**
 
 The
        Board
        may provide a corporate seal, which shall be in the form of a circle and
        shall
        bear the full name of the Corporation, the year of incorporation of the
        Corporation and the words and figures "Corporate Seal - Delaware.”
  **8.2** **Fiscal
        Year.**
 
 The
        fiscal year end of the Corporation shall be June 30 th unless
        otherwise determined by the Board.
  **8.3** **Amendment.**
 
 Any
        bylaw
        (including these Bylaws) may be adopted, amended or repealed by the vote
        of the
        holders of a majority of the shares then entitled to vote or by the
        Stockholders' written consent pursuant to Section 2.11 of Article II, or
        by the
        vote of the Board or by the directors' written consent pursuant to Section
        3.6
        of Article III.
  *
        * * *
        *