Exhibit
      3.2

BYLAWS
  OF
  iVILLAGE INC.
  (a Delaware corporation)

ARTICLE I

CORPORATE
  OFFICES



|1.1 | REGISTERED
      OFFICE
|--- | -----------------------

The registered
  office of the corporation shall be fixed in the certificate of incorporation
  of the corporation.


|1.2 | OTHER
      OFFICES
|--- | -------------------

The
    board of directors may at any time establish branch or subordinate offices
  at any place or places where the corporation is qualified to do business.


ARTICLE
  II

MEETINGS
  OF STOCKHOLDERS

|2.1 | PLACE
      OF MEETINGS
|--- | -----------------------

Meetings
    of stockholders shall be held at any place within or outside the State of
    Delaware designated by the board of directors. In the absence of any such
    designation, stockholders' meetings shall be held at the principal executive
  office of the corporation.


|2.2 | ANNUAL
      MEETING
|--- | --------------------

The annual
      meeting of stockholders shall be held each year on a date and at a time
      designated by the board of directors. At the meeting, directors shall be
    elected, and any other proper business may be transacted.


|2.3 | SPECIAL
      MEETING
|--- | ---------------------

A
    special meeting of the stockholders may be called at any time by the board
    of directors, or by the chairman of the board, or by the chief executive
    officer, or by one or more stockholders holding shares in the aggregate entitled
    to cast not less than ten percent (10%) of the votes at that meeting. No
  other person or persons are permitted to call a special meeting.


---



If a special
    meeting is called by any person or persons other than the board of directors,
    then the request shall be in writing, specifying the time of such meeting
    and the general nature of the business proposed to be transacted, and shall
    be delivered personally or sent by registered mail or by telegraphic or other
    facsimile transmission to the chairman of the board, the chief executive
    officer, or the secretary of the corporation. The officer receiving the request
    shall cause notice to be promptly given to the stockholders entitled to vote,
    in accordance with the provisions of Sections 2.4 and 2.6 of these bylaws,
    that a meeting will be held at the time requested by the person or persons
    calling the meeting, so long as that time is not less than thirty-five (35)
    nor more than sixty (60) days after the receipt of the request. If the notice
    is not given within twenty (20) days after receipt of the request, then the
    person or persons requesting the meeting may give the notice. Nothing contained
    in this paragraph of this Section 2.3 shall be construed as limiting, fixing
    or affecting the time when a meeting of stockholders called by action of
  the board of directors may be held.


|2.4 | NOTICE
      OF STOCKHOLDERS' MEETINGS
|--- | --------------------------------------

All notices
      of meetings of stockholders shall be sent or otherwise given in accordance
      with Section 2.6 of these bylaws not less than ten (10) nor more than sixty
      (60) days before the date of the meeting. The notice shall specify the
      place, date and hour of the meeting and (i) in the case of a special meeting,
      the purpose or purposes for which the meeting is called (no business other
      than that specified in the notice may be transacted) or (ii) in the case
      of the annual meeting, those matters which the board of directors, at the
      time of giving the notice, intends to present for action by the stockholders
      (but any proper matter may be presented at the meeting for such action).
      The notice of any meeting at which directors are to be elected shall include
      the name of any nominee or nominees who, at the time of the notice, the
    board intends to present for election.


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|2.5 | ADVANCE
      NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER
      BUSINESS
|--- | ---------------------------------------------------------------------------

Subject
  to the rights of holders of any class or series of stock having a preference
  over the Common Stock as to dividends or upon liquidation, (a) nominations for
  the election of directors, and (b) business proposed to be brought before any
  stockholder meeting may be made by the board of directors or proxy committee
  appointed by the board of directors or by any stockholder entitled to vote in
  the election of directors generally if such nomination or business proposed
  is otherwise proper business before such meeting. However, any such stockholder
  may nominate one or more persons for election as directors at a meeting or propose
  business to be brought before a meeting, or both, only if such stockholder has
  given timely notice in proper written form of their intent to make such nomination
  or nominations or to propose such business. To be timely, such stockholder's
  notice must be delivered to or mailed and received at the principal executive
  offices of the corporation not less than one hundred twenty (120) calendar days
  in advance of the date specified in the corporation's proxy statement released
  to stockholders in connection with the previous year's annual meeting of stockholders;
  provided, however, that in the event that no annual meeting was held in the
  previous year or the date of the annual meeting has been changed by more than
  thirty (30) days from the date contemplated at the time of the previous year's
  proxy statement, notice by the stockholder to be timely must be so received
  a reasonable
  time before the solicitation is 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 or propose
      the business and, as the case may be, of the person or persons to be nominated
      or of the business to be proposed;                                                                                                                                                                                                        
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (ii)  | a representation
      that the stockholder is a holder of record of stock of the corporation 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;                                                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (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 corporation if so
      elected.                                                                                                                                                                                                                                                                                                                     

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


|2.6 | MANNER
      OF GIVING NOTICE; AFFIDAVIT OF NOTICE
|--- | --------------------------------------------------

Written
      notice of any meeting of stockholders shall be given either personally
      or by first-class mail or by telegraphic or other written communication.
      Notices not personally delivered shall be sent charges prepaid and shall
      be addressed to the stockholder at the address of that stockholder appearing
      on the books of the corporation or given by the stockholder to the corporation
      for the purpose of notice. Notice shall be deemed to have been given at
      the time when delivered personally or deposited in the mail or sent by
    telegram or other means of written communication.


An affidavit
      of the mailing or other means of giving any notice of any stockholders'
      meeting, executed by the secretary, assistant secretary or any transfer
      agent of the corporation giving the notice, shall be prima facie evidence
    of the giving of such notice.


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|2.7 | QUORUM
|--- | ------

The holders
      of a majority in voting power of the stock issued and outstanding and entitled
      to vote thereat, 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 is not present or represented at any meeting of
      the stockholders, then either (i) the chairman of the meeting or (ii) the
      stockholders entitled to vote thereat, present in person or represented
      by proxy, shall have power to adjourn the meeting in accordance with Section
    2.7 of these bylaws.


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 laws of the State of Delaware
      or of the certificate of incorporation or these bylaws, a different vote
      is required, in which case such express provision shall govern and control
    the decision of the question.


If a quorum
      be initially present, the stockholders may continue to transact business
      until adjournment, notwithstanding the withdrawal of enough stockholders
      to leave less than a quorum, if any action taken is approved by a majority
    of the stockholders initially constituting the quorum.


|2.8 | ADJOURNED
      MEETING; NOTICE
|--- | -------------------------------

When
    a meeting is adjourned to another time and place, unless these bylaws otherwise
    require, notice need not be given of the adjourned meeting if the time and
    place thereof are announced at the meeting at which the adjournment is taken.
    At the adjourned meeting the corporation may transact any business that might
    have been transacted at the original meeting. If the adjournment is for more
    than thirty (30) 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.


|2.9 | VOTING
|--- | ------

The
  stockholders entitled to vote at any meeting of stockholders shall be determined
  in accordance with the provisions of Section 2.11 of these bylaws, subject to
  the provisions of Sections 217 and 218 of the General Corporation Law of Delaware
  (relating to voting rights of fiduciaries, pledgors and joint owners, and to
  voting trusts and other voting agreements).


Except as
    may be otherwise provided in the certificate of incorporation or these bylaws,
    each stockholder shall be entitled to one vote for each share of capital stock
    held by such stockholder and stockholders shall not be entitled to cumulate
    their votes in the election of directors or with respect to any matter submitted
    to a vote of the stockholders.


---



Notwithstanding
    the foregoing, if the stockholders of the corporation are entitled to cumulate
    their votes in the election of directors, each such stockholder shall be
    entitled to cumulate votes (i.e., cast for any candidate a number of votes
    greater than the number of votes that such stockholder normally is entitled
    to cast) only if the candidates' names have been properly placed in nomination
    (in accordance with these bylaws) prior to commencement of the voting, and
    the stockholder requesting cumulative voting has given notice prior to commencement
    of the voting of the stockholder's intention to cumulate votes. If cumulative
    voting is properly requested, each holder of stock, or of any class or classes
    or of a series or series thereof, who elects to cumulate votes shall be entitled
    to as many votes as equals the number of votes that (absent this provision
    as to cumulative voting) he or she would be entitled to cast for the election
    of directors with respect to his or her shares of stock multiplied by the
    number of directors to be elected by him, and he or she may cast all of such
    votes for a single director or may distribute them among the number to be
  voted for, or for any two or more of them, as he or she may see fit.


|2.10 | STOCKHOLDER
      ACTION BY WRITTEN CONSENT WITHOUT A MEETING
|---- | -------------------------------------------------------------

Unless otherwise
    provided in the certificate of incorporation, any action required or permitted
    to be taken at any annual or special meeting of 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. Such
    consents shall be delivered to the corporation by delivery to it 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 a corporation's
    registered office shall be by hand or by certified or registered mail, return
  receipt requested.


|2.11 | RECORD
      DATE FOR STOCKHOLDER NOTICE; VOTING
|---- | ------------------------------------------------

For purposes
  of determining the stockholders entitled to notice of any meeting or to vote
  thereat, the board of directors may fix, in advance, a record date, which shall
  not precede the date upon which the resolution fixing the record date is adopted
  by the board of directors and which shall not be more than sixty (60) days nor
  less than ten (10) days before the date of any such meeting, and in such event
  only stockholders of record on the date so fixed are entitled to notice and
  to vote, notwithstanding any transfer of any shares on the books of the corporation
  after the record date.


If the board
    of directors does not so fix a record date, 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 business day next preceding the day
    on which notice is given, or, if notice is waived, at the close of business
    on the business 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 unless the board
    of directors fixes a new record date for the adjourned meeting, but the board
    of directors shall fix a new record date if the meeting is adjourned for more
    than thirty (30) days from the date set for the original meeting.


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The record date for any other purpose shall be as provided in Section 8.1 of these bylaws.


|2.12 | PROXIES
|---- | -------

Every person
entitled to vote for directors, or on any other matter, shall have the right
to do so either in person or by one or more agents authorized by a written proxy
signed by the person and filed with the secretary of the corporation, but no
such proxy shall be voted or acted upon after three (3) years from its date,
unless the proxy provides for a longer period. A proxy shall be deemed signed
if the stockholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission, facsimile or otherwise) by the stockholder
or the stockholder's attorney-in-fact. The revocability of a proxy that states
on its face that it is irrevocable shall be governed by the provisions of Section
212(e) of the General Corporation Law of Delaware.


|2.13 | ORGANIZATION
|---- | ------------

The chief executive officer, or in the absence of the chief executive officer,
the chairman of the board, or, in the absence of the chief executive officer
and the chairman of the board, one of the corporation's vice presidents, shall
call the meeting of the stockholders to order, and shall act as chairman of the
meeting. In the absence of the chief executive officer, the chairman of the board,
and all of the vice presidents, the stockholders shall appoint a chairman for
such meeting. The chairman of any meeting of stockholders shall determine the
order of business and the procedures at the meeting, including such matters as
the regulation of the manner of voting and the conduct of business. The secretary
of the corporation shall act as secretary of all meetings of the stockholders,
but in the absence of the secretary at any meeting of the stockholders, the chairman
of the meeting may appoint any person to act as secretary of the meeting.


|2.14 | LIST
    OF STOCKHOLDERS ENTITLED TO VOTE
|---- | -----------------------------------------

The officer who has charge of the stock ledger of the corporation shall prepare
and make, at least ten (10) 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 (10) 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.


|2.15 | WAIVER
    OF NOTICE
|---- | --------------------

Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at
  the beginning
  of the meeting, to the transaction of any 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 stockholders need be
  specified in any written waiver of notice unless so required by the certificate
of incorporation or these bylaws.


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ARTICLE III

DIRECTORS

|3.1 | POWERS
|--- | ------

Subject to
  the provisions of the General Corporation Law of Delaware and to any limitations
  in the certificate of incorporation or these bylaws relating to action required
  to be approved by the stockholders or by the outstanding shares, the business
  and affairs of the corporation shall be managed and all corporate powers shall
  be exercised by or under the direction of the board of directors.


|3.2 | NUMBER
    OF DIRECTORS
|--- | -----------------------
|    |                        

| | (a) | The board of directors shall consist of ten (10) members. The number of directors may be changed by an amendment to this bylaw, duly adopted by the board of directors or by the stockholders, or by a duly adopted amendment to the certificate of incorporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (b) | Upon
       the closing of the first sale of the corporation's common stock pursuant
       to a firmly underwritten registered public offering (the "IPO"), the directors
       shall be divided into three classes, with the term of office of the first
       class, which class shall initially consist of three directors, to expire
       at the first annual meeting of stockholders held after the IPO; the term
       of office of the second class, which class shall initially consist of
       three directors, to expire at the second annual meeting of stockholders
       held after the IPO; the term of office of the third class, which class
       shall initially consist of four directors, to expire at the third annual
       meeting of stockholders held after the IPO; and thereafter for each such
       term to expire at each third succeeding annual meeting of stockholders
    held after such election.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

|3.3 | ELECTION
    AND TERM OF OFFICE OF DIRECTORS
|--- | --------------------------------------------

Except as
    provided in Section 3.4 of these bylaws, directors shall be elected at each
    annual meeting of stockholders to hold office as provided in Section 3.2
    of these bylaws. Each director, including a director elected or appointed
    to fill a vacancy, shall hold office until the expiration of the term for
  which elected and until a successor has been elected and qualified.


|3.4 | RESIGNATION
    AND VACANCIES
|--- | -----------------------------

Any director may resign effective on giving written notice to the chairman of the board, the chief executive officer, the secretary or the board of directors, unless the notice specifies a later time
    for that resignation
    to become effective. If the resignation of a director is effective at a future
    time, the board of directors may elect a successor to take office when the
  resignation becomes effective.


---



Vacancies in the board of directors may be filled by a majority of the remaining
directors, even if less than a quorum, or by a sole remaining director; however,
a vacancy created by the removal of a director by the vote of the stockholders
or by court order may be filled only by the affirmative vote of a majority of
the shares represented and voting at a duly held meeting at which a quorum is
present (which shares voting affirmatively also constitute a majority of the
required quorum). Each director so elected shall hold office for a term expiring
at the next annual meeting of the stockholders at which the term of office of
the class to which such director has been elected expires.


Unless otherwise provided in the certificate of incorporation or these bylaws:


| | (i)  | Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.                                                                                               
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (ii) | Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.

If at any time, by reason of death or resignation or other cause, the corporation
should have no directors in office, then any officer or any stockholder or an
executor, administrator, trustee or guardian of a stockholder, or other fiduciary
entrusted with like responsibility for the person or estate of a stockholder,
may call a special meeting of stockholders in accordance with the provisions
of the certificate of incorporation or these bylaws, or may apply to the Court
of Chancery for a decree summarily ordering an election as provided in Section
211 of the General Corporation Law of Delaware.


If, at the time of filling any vacancy or any newly created directorship, the
directors then in office constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), then the Court of Chancery
may, upon application of any stockholder or stockholders holding at least ten
(10) percent 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 as aforesaid, which election
shall be governed by the provisions of Section 211 of the General Corporation
Law of Delaware as far as applicable.


|3.5 | REMOVAL
    OF DIRECTORS
|--- | ------------------------

Unless otherwise restricted by statute, by the certificate of incorporation or by these bylaws, any director or the entire board of directors may be removed, with or without cause, by the holders of
    a majority of the
    shares then entitled to vote at an election of directors; provided, however,
    that, if and so long as stockholders of the corporation are entitled to cumulative
    voting, if less than the entire board is to be removed, no director may be
    removed without cause if the votes cast against his removal would be sufficient
    to elect him if then cumulatively voted at an election of the entire board
of directors.


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|3.6 | PLACE
    OF MEETINGS; MEETINGS BY TELEPHONE
|--- | --------------------------------------------

Regular meetings of the board of directors may be held at any place within or
outside the State of Delaware that has been designated from time to time by resolution
of the board. In the absence of such a designation, regular meetings shall be
held at the principal executive office of the corporation. Special meetings of
the board may be held at any place within or outside the State of Delaware that
has been designated in the notice of the meeting or, if not stated in the notice
or if there is no notice, at the principal executive office of the corporation.


Any meeting of the board, regular or special, may be held by conference telephone
or similar communication equipment, so long as all directors participating in
the meeting can hear one another; and all such participating directors shall
be deemed to be present in person at the meeting.


|3.7 | ANNUAL
    MEETINGS
|--- | -------------------

An annual
    meeting of the Board of Directors shall be held, at the option of the Board
    of Directors, immediately after and at the same place as the annual meeting
  of stockholders, no notice other than this bylaw provision being necessary.


|3.8 | REGULAR
    MEETINGS
|--- | --------------------

Regular meetings
  of the board of directors may be held without notice at such time as shall
  from time to time be determined by the board of directors. If any regular meeting
  day shall fall on a legal holiday, then the meeting shall be held at the same
  time and place on the next succeeding full business day.


|3.9 | SPECIAL
    MEETINGS; NOTICE
|--- | ----------------------------

Special meetings of the board of directors for any purpose or purposes may be
called at any time by the chairman of the board, the chief executive officer,
any vice president, the secretary or any two directors.


Notice of the time and place of special
meetings shall be delivered personally or by telephone to each director or sent
by first-class mail, overnight courier, facsimile, email or telegram, charges
prepaid, addressed to each director at that director's address as it is shown
on the records of the corporation. If the notice is mailed, it shall be deposited
in the United States mail at least four (4) days before the time of the holding
of the meeting. If the notice is delivered personally or by telephone, facsimile
or
telegram, it shall be delivered personally or by telephone or to the telegraph
company
at least forty-eight (48) hours before the time of the holding of the meeting.
Any oral notice given
personally or by telephone may be communicated either to the director or to a
person at the office of the director who the person giving the notice has reason
to believe will promptly communicate it to the director. The notice need not
specify the purpose or the place of the meeting, if the meeting is to be held
at the principal executive office of the corporation.


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|3.10 | QUORUM
|---- | ------

A majority of the authorized number of directors shall constitute a quorum for
the transaction of business, except to adjourn as provided in Section 3.12 of
these bylaws. Every act or decision done or made by a majority of the directors
present at a duly held meeting at which a quorum is present shall be regarded
as the act of the board of directors, subject to the provisions of the certificate
of incorporation and applicable law.


A meeting at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is approved
by at least a majority of the quorum for that meeting.


|3.11 | WAIVER
    OF NOTICE
|---- | --------------------

Notice of a meeting need not be given to any director (i) who signs a waiver
of notice, whether before or after the meeting, or (ii) who attends the meeting
other than for the express purposed of objecting at the beginning of the meeting
to the transaction of any business because the meeting is not lawfully called
or convened. All such waivers shall be filed with the corporate records or made
part of the minutes of the meeting. A waiver of notice need not specify the purpose
of any regular or special meeting of the board of directors.


|3.12 | ADJOURNMENT
|---- | -----------

A majority of the directors present, whether or not constituting a quorum, may
adjourn any meeting of the board to another time and place.


|3.13 | NOTICE
    OF ADJOURNMENT
|---- | -------------------------

Notice of the time and place of holding an adjourned meeting of the board need
not be given unless the meeting is adjourned for more than twenty-four (24) hours.
If the meeting is adjourned for more than twenty-four (24) hours, then notice
of the time and place of the adjourned meeting shall be given before the adjourned
meeting takes place, in the manner specified in Section 3.9 of these bylaws,
to the directors who were not present at the time of the adjournment.


|3.14 | BOARD
    ACTION BY WRITTEN CONSENT WITHOUT A MEETING
|---- | -----------------------------------------------------

Any action
    required or permitted to be taken by the board of directors may be taken
    without a meeting, provided that all members of the board individually or
    collectively consent in writing to that action. Such action by written consent
    shall have the same force and effect as aunanimous vote
of the board of directors. Such written consent and any counterparts thereof
shall be filed with the minutes of the proceedings of the board of directors.


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|3.15 | FEES AND COMPENSATION
    OF DIRECTORS
|---- | --------------------------------------

Directors and members of committees may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by resolution of the board of directors.  This Section 3.15 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee or otherwise and receiving compensation for those services.


|3.16 | APPROVAL
    OF LOANS TO OFFICERS
|---- | ---------------------------------

The corporation may lend money to, or guarantee any obligation of, or otherwise
assist any officer or other employee of the corporation or any of its subsidiaries,
including any officer or employee who is a director of the corporation or any
of its subsidiaries, whenever, in the judgment of the directors, such loan, guaranty
or assistance may reasonably be expected to benefit the corporation. The loan,
guaranty or other assistance may be with or without interest and may be unsecured,
or secured in such manner as the board of directors shall approve, including,
without limitation, a pledge of shares of stock of the corporation. Nothing contained
in this section shall be deemed to deny, limit or restrict the powers of guaranty
or warranty of the corporation at common law or under any statute.


|3.17 | SOLE
    DIRECTOR PROVIDED BY CERTIFICATE OF INCORPORATION
|---- | ----------------------------------------------------------

In the event only one director is required by these bylaws or the certificate
of incorporation, then any reference herein to notices, waivers, consents, meetings
or other actions by a majority or quorum of the directors shall be deemed to
refer to such notice, waiver, etc., by such sole director, who shall have all
the rights and duties and shall be entitled to exercise all of the powers and
shall assume all the responsibilities otherwise herein described as given to
the board of directors.


---



ARTICLE
    IV

COMMITTEES

|4.1 | COMMITTEES
        OF DIRECTORS
|--- | -------------------------------

The board
      of directors may, by resolution adopted by a majority of the authorized
      number of directors, designate one (1) or more committees, each consisting
      of two or more directors, to serve at the pleasure of the board. The board
      may designate one (1) or more directors as alternate members of any committee,
      who may replace any absent or disqualified member at any meeting of the
      committee. The appointment of members or alternate members of a committee
      requires the vote of a majority of the authorized number of directors.
      Any committee, to the extent provided in the resolution of the board, shall
      have and may exercise all the powers and authority of the board, but no
      such committee shall have the power or authority to (i) amend the certificateof
      incorporation (except that a committee may, to the extent authorized in
      the resolution or resolutions providing for the issuance of shares of stock
      adopted by the board of directors as provided in Section 151(a) of the
      General Corporation Law of Delaware, fix the designations and any of the
      preferences or rights of such shares relating to dividends, redemption,
      dissolution, any distribution of assets of the corporation or the conversion
      into, or the exchange of such shares for, shares of any other class or
      classes or any other series of the same or any other class or classes of
      stock of the corporation), (ii) adopt an agreement of merger or consolidation
      under Sections 251 or 252 of the General Corporation Law of Delaware, (iii)
      recommend to the stockholders the sale, lease or exchange of all or substantially
      all of the corporation's property and assets, (iv) recommend to the stockholders
      a dissolution of the corporation or a revocation of a dissolution or (v)
      amend the bylaws of the corporation; and, unless the board resolution establishing
      the committee, the bylaws or the certificate of incorporation expressly
      so provide, no such committee shall have the power or authority to declare
      a dividend, to authorize the issuance of stock, or to adopt a certificate
      of ownership and merger pursuant to Section 253 of the General Corporation
      Law of Delaware.


|4.2 | MEETINGS
    AND ACTION OF COMMITTEES
|--- | -------------------------------------

Meetings and actions of committees shall be governed by, and held and taken in
accordance with, the following provisions of Article III of these bylaws: Section
3.6 (place of meetings; meetings by telephone), Section 3.8 (regular meetings),
Section 3.9 (special meetings; notice), Section 3.10 (quorum), Section 3.11 (waiver
of notice), Section 3.12 (adjournment), Section 3.13 (notice of adjournment)
and Section 3.14 (board action by written consent without meeting), with such
changes in the context of those bylaws as are necessary to substitute the committee
and its members for the board of directors and its members; provided, however,
that the time of regular meetings of committees may be determined either by resolution
of the board of directors or by resolution of the committee, that special meetings
of committees may also be called by resolution of the board of directors, and
that notice of special meetings of committees shall also be given to all alternate
members, who shall have the right to attend all meetings of the committee. The
board of directors may adopt rules for the government of any committee not inconsistent
with the provisions of these bylaws.


|4.3 | COMMITTEE
    MINUTES
|--- | ---------------------

Each committee
    shall keep regular minutes of its meetings and report the same to the board
    of directors when required.


---



ARTICLE
    V

OFFICERS

|5.1 | OFFICERS
|--- | --------

The
        Corporate Officers of the corporation shall be a chief executive officer,
        a secretary and a chief financial officer. The corporation may also have,
        at the discretion of the board of directors, a chairman of the board,
        a president, one or more vice presidents (however denominated), one or more
        assistant secretaries, a treasurer and one or more assistant treasurers,
        and such other officers as may be appointed in accordance with the provisions
        of Section 5.3 of these bylaws. Any number of offices may be held by
        the same person.


In addition to the Corporate Officers of the Company described above, there may
also be such Administrative Officers of the corporation as may be designated
and appointed from time to time by the chief executive officer of the corporation
in accordance with the provisions of Section 5.12 of these bylaws.


|5.2 | ELECTION
    OF OFFICERS
|--- | ------------------------

The Corporate Officers of the corporation, except such officers as may be appointed
in accordance with the provisions of Section 5.3 or Section 5.5 of these bylaws,
shall be chosen by the board of directors, subject to the rights, if any, of
an officer under any contract of employment, and shall hold their respective
offices for such terms as the board of directors may from time to time determine.


|5.3 | SUBORDINATE
    OFFICERS
|--- | ------------------------

The board of directors may appoint, or may empower the chief executive officer
to appoint, such other Corporate Officers as the business of the corporation
may require, each of whom shall hold office for such period, have such power
and authority, and perform such duties as are provided in these bylaws or as
the board of directors may from time to time determine.


The chief executive officer may from time to time designate and appoint Administrative
Officers of the corporation in accordance with the provisions of Section 5.12
of these bylaws.


|5.4 | REMOVAL
    AND RESIGNATION OF OFFICERS
|--- | ---------------------------------------

Subject to the rights, if any, of a Corporate Officer under any contract of employment,
any Corporate Officer may be removed, either with or without cause, by the board
of directors at any regular or special meeting of the board or, except in case
of a Corporate Officer chosen by the board of directors, by any Corporate Officer
upon whom such power of removal may be conferred by the board of directors.


Any Corporate Officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be necessary
to make it effective. Any resignation is without prejudice to the rights, if
any, of the corporation under any contract to which the Corporate Officer is
a party.


Any Administrative Officer designated and appointed by the chief executive officer
may be removed, either with or without cause, at any time by the chief executive
officer. Any Administrative Officer may resign at any time by giving written
notice to the chief executive officer or to the secretary of the corporation.


---



|5.5 | VACANCIES
    IN OFFICES
|--- | ------------------------

A vacancy in any office because of death, resignation, removal, disqualification
or any other cause shall be filled in the manner prescribed in these bylaws for
regular appointments to that office.


|5.6 | CHAIRMAN
    OF THE BOARD
|--- | -------------------------

The chairman of the board, if such an officer be elected, shall, if present,
preside at meetings of the board of directors and exercise such other powers
and perform such other duties as may from time to time be assigned to him or
her by the board of directors or as may be prescribed by these bylaws. If there
is no chief executive officer, then the chairman of the board shall also be the
chief executive officer of the corporation and shall have the powers and duties
prescribed in Section 5.7 of these bylaws.


|5.7 | CHIEF
    EXECUTIVE OFFICER
|--- | ---------------------------

Subject to such supervisory powers, if any, as may be given by the board of directors
to the chairman of the board, if there be such an officer, the chief executive
officer shall be the chief executive officer of the corporation and shall, subject
to the control of the board of directors, have general supervision, direction
and control of the business and the officers of the corporation. He or she shall
preside at all meetings of the stockholders and, in the absence or nonexistence
of a chairman of the board, at all meetings of the board of directors. He or
she shall have the general powers and duties of management usually vested in
the office of chief executive officer of a corporation, and shall have such other
powers and perform such other duties as may be prescribed by the board of directors
or these bylaws.


|5.8 | VICE
    PRESIDENTS
|--- | -------------------

In the absence or disability of the chief executive officer, and if there is
no chairman of the board, the vice presidents, if any, in order of their rank
as fixed by the board of directors or, if not ranked, a vice president designated
by the board of directors, shall perform all the duties of the chief executive
officer and when so acting shall have all the powers of, and be subject to all
the restrictions upon, the chief executive officer. The vice presidents shall
have such other powers and perform such other duties as from time to time may
be prescribed for them respectively by the board of directors, these bylaws,
the chief executive officer or the chairman of the board.


|5.9 | SECRETARY
|--- | ---------

The secretary shall keep or cause to be kept, at the principal executive office
of the corporation or such other place as the board of directors may direct,
a book of minutes of all meetings and actions of the board of directors, committees
of directors and stockholders. The minutes shall show the time and place of each
meeting, whether regular or special (and, if special, how authorized and the
notice given), the names of those present at directors' meetings or committee
meetings, the number of shares present or represented at stockholders' meetings
and the proceedings thereof.


---



The secretary shall keep, or cause to be kept, at the principal executive office
of the corporation or at the office of the corporation's transfer agent or registrar,
as determined by resolution of theboard
of directors, a share register or a duplicate share register, showing the names
of all stockholders and their addresses, the number and classes of shares held
by each, the number and date of certificates evidencing such shares and the number
and date of cancellation of every certificate surrendered for cancellation.


The secretary shall give, or cause to be given, notice of all meetings of the
stockholders and of the board of directors required to be given by law or by
these bylaws. He or she shall keep the seal of the corporation, if one be adopted,
in safe custody and shall have such other powers and perform such other duties
as may be prescribed by the board of directors or by these bylaws.


|5.10 | CHIEF
    FINANCIAL OFFICER
|---- | ---------------------------

The chief financial officer shall keep and maintain, or cause to be kept and
maintained, adequate and correct books and records of accounts of the properties
and business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained earnings
and shares. The books of account shall at all reasonable times be open to inspection
by any director for a purpose reasonably related to his position as a director.


The chief financial officer shall deposit all money and other valuables in the
name and to the credit of the corporation with such depositaries as may be designated
by the board of directors. He or she shall disburse the funds of the corporation
as may be ordered by the board of directors, shall render to the chief executive
officer and directors, whenever they request it, an account of all of his or
her transactions as chief financial officer and of the financial condition of
the corporation, and shall have such other powers and perform such other duties
as may be prescribed by the board of directors or these bylaws.


|5.11 | ASSISTANT
    SECRETARY
|---- | -----------------------

The assistant secretary, if any, or, if there is more than one, the assistant
secretaries in the order determined by the board of directors (or if there be
no such determination, then in the order of their election) 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 board of directors may from time to
time prescribe.


|5.12 | ADMINISTRATIVE
    OFFICERS
|---- | ---------------------------

In addition to the Corporate Officers of the corporation as provided in Section 5.1 of these bylaws and such subordinate Corporate Officers as may be appointed in accordance with Section 5.3 of these bylaws, there may also be such Administrative Officers of the corporation as may be designated and appointed from time to time by the chief executive officer of the corporation. Administrative Officers shall perform such duties and have such powers as from time to time may be determined by the chief executive officer or the board of directors in order to assist the Corporate Officers in the furtherance of their duties. In the performance of such duties and the exercise of such powers, however, such Administrative Officers shall have limited authority to act on behalf of the corporation as the board of directors shall establish, including but not limited to limitations on the dollar amount and on the scope of agreements or commitments that may be made by such
 Administrative Officers on behalf of the corporation, which limitations may not be
exceeded by such individuals
or altered by the chief executive officer without further approval by the board
of directors.


---



|5.13 | AUTHORITY
          AND
DUTIES OF OFFICERS
|---- | ------------------------------------------

In addition to the foregoing powers, authority and duties, all officers of the corporation shall respectively have such authority and powers and perform such duties in the management of the business of the corporation as may be designated from time to time by the board of directors.


ARTICLE VI

INDEMNIFICATION
  OF DIRECTORS, OFFICERS, EMPLOYEESAND OTHER AGENTS

|6.1 | INDEMNIFICATION
    OF DIRECTORS AND OFFICERS
|--- | ---------------------------------------------

The corporation
  shall, to the maximum extent and in the manner permitted by the General Corporation
  Law of Delaware as the same now exists or may hereafter be amended, indemnify
  any person against expenses (including attorneys' fees), judgments, fines,
  and amounts paid in settlement actually and reasonably incurred in connection
  with any threatened, pending or completed action, suit, or proceeding in which
  such person was or is a party or is threatened to be made a party by reason
  of the fact that such person is or was a director or officer of the corporation.
  For purposes of this Section 6.1, a "director" or "officer" of the corporation
  shall mean any person (i) who is or was a director or officer of the corporation,
  (ii) who is or was serving at the request of the corporation as a director
  or officer of another corporation, partnership, joint venture, trust or other
  enterprise, or (iii) who was a director or officer of a corporation which was
  a predecessor corporation of the corporation or of another enterprise at the
  request of such predecessor corporation.


The corporation shall be required to indemnify a director or officer in connection
with an action, suit, or proceeding (or part thereof) initiated by such director
or officer only if the initiation of such action, suit, or proceeding (or part
thereof) by the director or officer was authorized by the board of directors
of the corporation.


The corporation shall pay the expenses (including attorney's fees) incurred by
a director or officer of the corporation entitled to indemnification hereunder
in defending any action, suit or proceeding referred to in this Section 6.1 in
advance of its final disposition; provided, however, that payment of expenses
incurred by a director or officer of the corporation in advance of the final
disposition of such action, suit or proceeding shall be made only upon receipt
of an undertaking by the director or officer to repay all amounts advanced if
it should ultimately be determined that the director of officer is not entitled
to be indemnified under this Section 6.1 or otherwise.


The rights conferred on any person by this Article shall not be exclusive of
any other rights which such person may have or hereafter acquire under any statute,
provision of the corporation's certificate of incorporation, these bylaws, agreement,
vote of the stockholders or disinterested directors or otherwise.


---



Any repeal or modification of the foregoing provisions of this Article shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.


|6.2 | INDEMNIFICATION
    OF OTHERS
|--- | -----------------------------

The corporation
    shall have the power, to the maximum extent and in the manner permitted by
    the General Corporation Law of Delaware as the same now exists or may hereafter
    be amended, to indemnify any person (other than directors and officers) against
    expenses (including attorneys' fees), judgments, fines, and amounts paid
    in settlement actually and reasonably incurred in connection with any threatened,
    pending or completed action, suit, or proceeding, in which such person was
    or is a party or is threatened to be made a party by reason of the fact that
    such person is or was an employee or agent of the corporation. For purposes
    of this Section
6.2, an "employee" or "agent" of the corporation (other than a director or officer)
shall mean any person (i) who is or was an employee or agent of the corporation,
(ii) who is or was serving at the request of the corporation as an employee or
agent of another corporation, partnership, joint venture, trust or other enterprise,
or (iii) who was an employee or agent of a corporation which was a predecessor
corporation of the corporation or of another enterprise at the request of such
predecessor corporation.


|6.3 | INSURANCE
|--- | ---------

The corporation
    may purchase and maintain insurance on behalf of any person who is or was
    a director, officer, employee or agent of the corporation, or is or was serving
    at the request of the corporation as a director, officer, employee or agent
    of another corporation, partnership, joint venture, trust or other enterprise
    against any liability asserted against him or her and incurred by him or
    her in any such capacity, or arising out of his or her status as such, whether
    or not the corporation would have the power to indemnify him or her against
  such liability under the provisions of the General Corporation Law of Delaware.


ARTICLE VII

RECORDS AND REPORTS

|7.1 | MAINTENANCE
    AND INSPECTION OF RECORDS
|--- | -----------------------------------------

The corporation
    shall, either at its principal executive office or at such place or places
    as designated by the board of directors, keep a record of its stockholders
    listing their names and addresses and the number and class of shares held
    by each stockholder, a copy of these bylaws as amended to date, accounting
    books and other records of its business and properties.


Any stockholder
    of record, in person or by attorney or other agent, shall, upon written demand
    under oath stating the purpose thereof, have the right during the usual hours
    for business to inspect for any proper purpose the corporation's stock ledger,
    a list of its stockholders, and its other books and records and to make copies
    or extracts therefrom. A proper purpose shall mean a purpose reasonably related
    to such person's interest as a stockholder. In every instance where an attorney
    or other agent is the person who seeks the right to inspection, the demand
    under oath shall be accompanied by a power of attorney or such other writing
    that authorizes the attorney or other agent to so act on behalf of the stockholder.
    The demand under oath shall be directed to the corporation at its registered
  office in Delaware or at its principal place of business.


---



|7.2 | INSPECTION
    BY DIRECTORS
|--- | ---------------------------

Any director
    shall have the right to examine (and to make copies of) the corporation's
    stock ledger, a list of its stockholders and its other books and records
  for a purpose reasonably related to his or her position as a director.


|7.3 | ANNUAL
    STATEMENT TO STOCKHOLDERS
|--- | ------------------------------------

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.


|7.4 | REPRESENTATION
    OF SHARES OF OTHER CORPORATIONS
|--- | --------------------------------------------------

The chairman
  of the board, if any, the chief executive officer, any vice president, the
  chief financial officer, the secretary or any assistant secretary of this corporation,
  or any other person authorized by the board of directors or the chief executive
  officer or a vice president, is authorized to vote, represent and exercise
  on behalf of this corporation all rights incident to any and all shares of
  the stock of any other corporation or corporations standing in the name of
  this corporation. The authority herein granted may be exercised either by such
  person directly or by any other person authorized to do so by proxy or power
  of attorney duly executed by such person having the authority.


|7.5 | CERTIFICATION
    AND INSPECTION OF BYLAWS
|--- | ------------------------------------------

The original
    or a copy of these bylaws, as amended or otherwise altered to date, certified
    by the secretary, shall be kept at the corporation's principal executive
    office and shall be open to inspection by the stockholders of the corporation,
  at all reasonable times during office hours.


ARTICLE VIII

GENERAL MATTERS

|8.1 | RECORD
    DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING
|--- | ---------------------------------------------------------

For purposes
    of determining 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 of directors
    may fix, in advance, a record date, which shall not precede the date upon
    which the resolution fixing the record date is adopted and which shall not
    be more than sixty (60) days before any such action. In that case, only stockholders
    of record at the close of business on the date so fixed are entitled to receive
    the dividend, distribution or allotment of rights, or to exercise such rights,
    as the case may be, notwithstanding any transfer of any shares on the books
    of the corporation after the record date so fixed, except as otherwise provided
  by law.


---



If the board of directors does not so fix a record date, then the record date
for determining stockholders for any such purpose shall be at the close of business
on the day on which the board of directors adopts the applicable resolution.


|8.2 | CHECKS;
    DRAFTS; EVIDENCES OF INDEBTEDNESS
|--- | ---------------------------------------------

From time
    to time, the board of directors shall determine by resolution which person
    or persons may sign or endorse all checks, drafts, other orders for payment
    of money, notes or other evidences of indebtedness that are issued in the
    name of or payable to the corporation, and only the persons so authorized
  shall sign or endorse those instruments.


|8.3 | CORPORATE
    CONTRACTS AND INSTRUMENTS: HOW EXECUTED
|--- | -----------------------------------------------------

The board
    of directors, except as otherwise provided in these bylaws, may authorize
    and empower any officer or officers, or agent or agents, to enter into any
    contract or execute any instrument in the name of and on behalf of the corporation;
    such power and authority may be general or confined to specific instances.
    Unless so authorized or ratified by the board of directors or within the
    agency power of an officer, no officer, agent or employee shall have any
    power or authority to bind the corporation by any contract or engagement
    or to pledge its credit or to render it liable for any purpose or for any
  amount.


|8.4 | STOCK
        CERTIFICATES;
TRANSFER; PARTLY PAID SHARES
|--- | --------------------------------------------------------

The shares
    of the corporation shall be represented by certificates, provided that the
    board of directors of the corporation may provide by resolution or resolutions
    that some or all of any or all classes or series of its stock shall be uncertificated
    shares. Any such resolution shall not apply to shares represented by a certificate
    until such certificate is surrendered to the corporation. Notwithstanding
    the adoption of such a resolution by the board of directors, every holder
    of stock represented by certificates and, upon request, every holder of uncertificated
    shares, shall be entitled to have a certificate signed by, or in the name
    of the corporation by, the chairman or vice-chairman of the board of directors,
    or the chief executive officer or vice-president, and by the treasurer or
    an assistant treasurer, or the secretary or an assistant secretary of such
    corporation representing the number of shares registered in certificate form.
    Any or all of the signatures on the certificate may be a facsimile. In case
    any officer, transfer agent or registrar who has signed or whose facsimile
    signature has been placed upon a certificate has 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 or she were such
    officer, transfer agent or registrar at the date of issue.


---



Certificates
  for shares shall be of such form and device as the board of directors may designate
  and shall state the name of the record holder of the shares represented thereby;
  its number; date of issuance; the number of shares for which it is issued;
  a summary statement or reference to the powers, designations, preferences or
  other special rights of such stock and the qualifications, limitations or restrictions
  of such preferences and/or rights, if any; a statement or summary of liens,
  if any; a conspicuous notice of restrictions upon transfer or registration
  of transfer, if any; a statement as to any applicable voting trust agreement;
  if the shares be assessable, or, if assessments are collectible by personal
  action, a plain statement of such facts.


Upon surrender to the secretary or transfer agent of the corporation of a certificate
for shares duly endorsed or accompanied by proper evidence of succession, assignment
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.


The corporation may issue the whole or any part of its shares as partly paid
and subject to call for the remainder of the consideration to be paid therefor.
Upon the face or back of each stock certificate issued to represent any such
partly paid shares, or upon the books and records of the corporation in the case
of uncertificated partly paid shares, the total amount of the consideration to
be paid therefor and the amount paid thereon shall be stated. Upon the declaration
of any dividend on fully paid shares, the corporation shall declare a dividend
upon partly paid shares of the same class, but only upon the basis of the percentage
of the consideration actually paid thereon.


|8.5 | SPECIAL
    DESIGNATION ON CERTIFICATES
|--- | ---------------------------------------

If the corporation
    is authorized to issue more than one class of stock or more than one series
    of any class, then the powers, the designations, the preferences and the
    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 shall be set forth in full or summarized
    on the face or back of the certificate that the corporation shall issue to
    represent such class or series of stock; provided, however, that, except
    as otherwise provided in Section 202 of the General Corporation Law of Delaware,
    in lieu of the foregoing requirements there may be set forth on the face
    or back of the certificate that the corporation shall issue to represent
    such class or series of stock a statement that the corporation will furnish
    without charge to each stockholder who so requests the powers, the designations,
    the preferences and the 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.


|8.6 | LOST
    CERTIFICATES
|--- | ---------------------

Except as
    provided in this Section 8.6, no new certificates for shares shall be issued
    to replace a previously issued certificate unless the latter is surrendered
    to the corporation and cancelled at the same time. The board of directors
    may, in case any share certificate or certificate for any other security
    is lost, stolen or destroyed, authorize the issuance of replacement certificates
    on such terms and conditions as the board may require; the board may require
    indemnification of the corporation secured by a bond or other adequate security
    sufficient to protect the corporation against any claim that may be made
    against it, including any expense or liability, on account of the alleged
    loss, theft or destruction of the certificate or the issuance of the replacement
    certificate.


---



|8.7 | TRANSFER AGENTS
    AND REGISTRARS
|--- | ----------------------------------

The board of
directors may appoint one or more transfer agents or transfer clerks, and one
or more registrars, each of which shall be an incorporated bank or trust company
 either domestic or foreign, who shall be appointed at such times and places
as the requirements of the corporation may necessitate and the board of directors
may designate.


|8.8 | CONSTRUCTION;
    DEFINITIONS
|--- | -----------------------------

Unless the context
requires otherwise, the general provisions, rules of construction and definitions
in the General Corporation Law of Delaware shall govern the construction of these
bylaws. Without limiting the generality of this provision, as used in these bylaws,
the singular number includes the plural, the plural number includes the singular,
and the term person includes both an entity and a natural person.


ARTICLE IX

AMENDMENTS

The original or other bylaws of the corporation may be adopted, amended or repealed by the stockholders entitled to vote or by the board of directors of the corporation. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws.


Whenever an amendment or new bylaw is adopted, it shall be copied in the book
of bylaws with the original bylaws, in the appropriate place. If any bylaw is
repealed, the fact of repeal with the date of the meeting at which the repeal
was enacted or the filing of the operative written consent(s) shall be stated
in said book.


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