EXHIBIT 3.3

AMENDED AND RESTATED

BYLAWS

OF

INFORTE CORP.,
a Delaware corporation

Dated as of January 30, 2004

50

---

---

TABLE
OF CONTENTS

|                                      | Page 
|------------------------------------- | -----
|AMENDED AND RESTATED                  | I    
|BYLAWS
  OF I                         | I    
|INFORTE CORP., a Delaware corporation | I    
|Article I                             |      
|                                      | 1.1. 
|                                      | 1.2. 
|                                      |      
|Article II                            |      
|                                      | 2.1. 
|                                      | 2.2. 
|                                      | 2.3. 
|                                      | 2.4. 
|                                      | 2.5. 
|                                      | 2.6. 
|                                      | 2.7. 
|                                      | 2.8. 
|                                      | 2.9. 
|                                      | 2.10.
|                                      | 2.11.
|                                      | 2.12.
|                                      | 2.13.
|                                      | 2.14.
|                                      | 2.15.
|                                      |      
|Article III                           |      
|                                      | 3.1. 
|                                      | 3.2. 
|                                      | 3.3. 
|                                      | 3.4. 
|                                      | 3.5. 
|                                      | 3.6. 
|                                      | 3.8. 
|                                      | 3.9. 
|                                      | 3.10.
|                                      | 3.11.
|                                      | 3.12.
|                                      | 3.13.
|                                      |      
|Article IV                            |      
|                                      | 4.1. 
|                                      | 4.2. 
|                                      | 4.3. 

-i-

51

---

---

|             |       |                     |                                                             | Page
|------------ | ----- | ------------------- | ----------------------------------------------------------- | ----
|Article V    |       | OFFICERS            | 11                                                          |     
|             | 5.1.  |                     | OFFICERS                                                    | 11  
|             | 5.2.  |                     | APPOINTMENT OF OFFICERS                                     | 12  
|             | 5.3.  |                     | SUBORDINATE OFFICERS                                        | 12  
|             | 5.4.  |                     | REMOVAL AND RESIGNATION OF OFFICERS; FILLING VACANCIES      | 12  
|             | 5.5.  |                     | CHAIRMAN OF THE BOARD                                       | 12  
|             | 5.6.  |                     | CHIEF EXECUTIVE OFFICER                                     | 12  
|             | 5.7.  |                     | PRESIDENT                                                   | 13  
|             | 5.8.  |                     | VICE PRESIDENTS                                             | 13  
|             | 5.9.  |                     | SECRETARY                                                   | 13  
|             | 5.10. |                     | CHIEF FINANCIAL OFFICER                                     | 14  
|             | 5.11. |                     | ASSISTANT SECRETARY                                         | 14  
|             | 5.12. |                     | ASSISTANT TREASURER                                         | 14  
|             | 5.13. |                     | REPRESENTATION OF SHARES OF OTHER CORPORATIONS              | 14  
|             | 5.14. |                     | AUTHORITY AND DUTIES OF OFFICERS                            | 15  
|             |       |                     |                                                             |     
|Article VI   |       | INDEMNITY           | 15                                                          |     
|             | 6.1.  |                     | THIRD PARTY ACTIONS                                         | 15  
|             | 6.2.  |                     | ACTIONS BY OR IN THE RIGHT OF THE CORPORATION               | 15  
|             | 6.3.  |                     | SUCCESSFUL DEFENSE                                          | 16  
|             | 6.4.  |                     | DETERMINATION OF CONDUCT                                    | 16  
|             | 6.5.  |                     | PAYMENT OF EXPENSES IN ADVANCE                              | 16  
|             | 6.6.  |                     | INDEMNITY NOT EXCLUSIVE                                     | 16  
|             | 6.7.  |                     | INSURANCE INDEMNIFICATION                                   | 17  
|             | 6.8.  |                     | THE CORPORATION                                             | 17  
|             | 6.9.  |                     | EMPLOYEE BENEFIT PLANS                                      | 7   
|             | 6.10. |                     | CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES | 17  
|             |       |                     |                                                             |     
|Article VII  |       | RECORDS AND REPORTS | 18                                                          |     
|             | 7.1.  |                     | MAINTENANCE AND INSPECTION OF RECORDS                       | 18  
|             | 7.2.  |                     | INSPECTION BY DIRECTORS                                     | 18  
|             | 7.3.  |                     | ANNUAL STATEMENT TO STOCKHOLDERS                            | 19  
|             |       |                     |                                                             |     
|Article VIII |       | GENERAL MATTERS     | 19                                                          |     
|             | 8.1.  |                     | CHECKS                                                      | 19  
|             | 8.2.  |                     | EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS            | 19  
|             | 8.3.  |                     | STOCK CERTIFICATES; PARTLY PAID SHARES                      | 19  
|             | 8.4.  |                     | SPECIAL DESIGNATION ON CERTIFICATES                         | 20  
|             | 8.5.  |                     | LOST CERTIFICATES                                           | 20  
|             | 8.6.  |                     | CONSTRUCTION; DEFINITIONS                                   | 20  
|             | 8.7.  |                     | DIVIDENDS                                                   | 20  
|             | 8.8.  |                     | FISCAL YEAR                                                 | 21  
|             | 8.9.  |                     | SEAL                                                        | 21  
|             | 8.10. |                     | TRANSFER OF STOCK                                           | 21  
|             | 8.11. |                     | STOCK TRANSFER AGREEMENTS                                   | 21  
|             | 8.12. |                     | REGISTERED STOCKHOLDERS                                     | 21  
|             |       |                     |                                                             |     
|Article IX   |       | AMENDMENTS          | 22                                                          |     

-ii-

52

---

---

AMENDED AND
RESTATED

BYLAWS

OF

INFORTE CORP.,
a Delaware corporation

Article I

CORPORATE OFFICES

1.1     REGISTERED
OFFICE

The
registered office of the corporation shall be in the City of Wilmington, County
of New Castle, State of Delaware. The name of the initial registered agent of
the corporation at such location is Lexis Document Services Inc.

1.2     OTHER
OFFICES

The board
of directors may at any time establish other 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, either within or without the State of
Delaware, as may be designated by the board of directors or in the manner
provided in these bylaws. In the absence of any such designation, stockholders
meetings shall be held at the registered office of the corporation in the State
of Delaware.

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. In the absence of such designation, the
annual meeting of stockholders shall be held on the 3rd Monday in May of each
year. However, if such day falls on a legal holiday, then the meeting shall be
held at the same time and place on the next succeeding business day. 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, the chief executive officer, or the
president.

If a
special meeting is called by any person or persons other than the board of
directors, 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, the president or the secretary of the corporation. No business may be
transacted at such special meeting otherwise than specified in such notice. 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 this Article II, that a meeting will be held at the time
requested by the person or persons calling the meeting, not less than ten (10)
nor more than sixty (60) days after the receipt of the request. 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.

53

---

---

2.4.    NOTICE OF
STOCKHOLDERS MEETINGS

All notices
of meetings with stockholders shall be in writing and 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 to each
stockholder entitled to vote at such meeting. The notice shall specify the
place, date and hour of the meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called.

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,

| | (i)  | nominations
  for the election of directors, and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (ii) | 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 first anniversary date of mailing of 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:
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (a)  | 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b)  | 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (c)  | 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (d)  | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (ei) | 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, if mailed, is given when deposited in
the United States mail, postage prepaid, directed to the stockholder at his
address as it appears on the records of the corporation. An affidavit of the
secretary or an assistant secretary or of the transfer agent of the corporation
that the notice has been given shall, in the absence of fraud, be prima facie
evidence of the facts stated therein.

54

---

---

2.7.    QUORUM

The holders
of a majority 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 from time to time, without
notice other than announcement at the meeting, until a quorum is present or
represented. At such adjourned meeting at which a quorum is present or
represented, any business may be transacted that might have been transacted at
the meeting as originally noticed.

2.8.    ADJOURNED
MEETING; NOTICE

When a
meeting is adjourned to another time or 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.    CONDUCT OF
BUSINESS

The
chairman of any meeting of stockholders shall determine the order of business
and the procedure at the meeting, including such regulation of the manner of voting
and the conduct of business.

2.10.    VOTING

The
stockholders entitled to vote at any meeting of stockholders shall be
determined in accordance with the provisions of Section 2.13 of these bylaws,
subject to the provisions of Sections 217 and 218 of the Delaware General
Corporation Law (relating to voting rights of fiduciaries, pledgors and joint
owners of stock and to voting trusts and other voting agreements).

Except as
may be otherwise provided in the certificate of incorporation, each stockholder
shall be entitled to one vote for each share of capital stock held by such
stockholder.

Notwithstanding the foregoing, if the stockholders of the corporation
are entitled, pursuant to Section 214 of the Delaware General Corporation Law,
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 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.

2.11.    WAIVER OF NOTICE

Whenever
notice is required to be given under any provision of the Delaware General
Corporation Law or of the certificate of incorporation or these bylaws, a
written waiver, 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.

2.12.    STOCKHOLDER
ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Unless
otherwise provided in the certificate of incorporation, any action required to
be taken at any annual or special meeting of stockholders of a corporation, or
any action that may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and without
a vote, if a consent or consents in writing, setting forth the action so

55

---

---

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.

Prompt
notice of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing. If the action which is consented to is such as would have
required the filing of a certificate under any section of the Delaware General
Corporation Law if such action had been voted on by stockholders at a meeting
thereof, then the certificate filed under such section shall state, in lieu of
any statement required by such section concerning any vote of stockholders,
that written notice and written consent have been given as provided in Section
228 of the Delaware General Corporation Law.

2.13.    RECORD DATE FOR
STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS

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

If the
board of directors does not so fix a record date:

| | (i)   | 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.
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                     
| | (ii)  | The record date
  for determining stockholders entitled to express consent to corporate action
  in writing without a meeting, when no prior action by the board of directors
  is necessary, shall be the first date on which a signed written consent is
  delivered to the corporation.                                          
| |       |                                                                                                                                                                                                                                                                                                                                     
| | (iii) | The record
  date for determining stockholders for any other purpose shall be at the close
  of business on the day on which the board of directors adopts the resolution
  relating thereto.                                                                                                                                       

A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new record date for
the adjourned meeting.

2.14.    PROXIES

Each
stockholder entitled to vote at a meeting of stockholders or to express consent
or dissent to corporate action in writing without a meeting may authorize
another person or persons to act for such stockholder by a written proxy,
signed by such stockholder 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 such stockholders name is placed on the proxy by any reasonable means,
including, but not limited to, by facsimile signature, manual signature,
typewriting, telegraphic transmission or otherwise, by such stockholder or such
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 Delaware General Corporation Law.

2.15.    LIST OF
STOCKHOLDERS ENTITLED TO VOTE

The officer
who has charge of the stock ledger of a 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. Such list
shall presumptively determine the identity of the stockholders entitled to vote
at the meeting and the number of shares held by each of them.

56

---

---

Article III

DIRECTORS

3.1.    POWERS

Subject to
the provisions of the Delaware General Corporation Law and 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

The board
of directors shall consist of up to nine (9) members, who shall be divided into
three (3) classes, with such classes to be as nearly equal in number as
possible, with the term of each class expiring at each third succeeding annual
meeting of stockholders held after the election of such class.

3.3.    ELECTION,
QUALIFICATION 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 until the next annual meeting or,
upon the closing of the IPO, upon expiration of their terms as provided in
Section 3.2 of these bylaws. Directors need not be stockholders of the
corporation. Each director, including a director elected to fill a vacancy,
shall hold office until his successor is elected and qualified or until his
earlier resignation or removal.

Elections
of directors need not be by written ballot.

3.4.    RESIGNATION AND
VACANCIES

Any
director may resign at any time upon written notice to the attention of the
Secretary of the corporation. When one or more directors shall resign from the
board of directors, effective at a future date, a majority of the directors
then in office, including those who have so resigned, shall have power to fill
such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each director so chosen
shall hold office as provided in this section in the filling of other
vacancies.

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 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 Delaware General Corporation Law.

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
percent (10%) of the total number of the shares at the time outstanding having
the right to vote for such directors, summarily order an election to be held to
fill any such vacancies or newly created directorships, or to replace the
directors chosen by the directors then in office as aforesaid, which election
shall be governed by the provisions of Section 211 of the Delaware General
Corporation Law as far as applicable.

3.5.    PLACE OF MEETINGS; MEETINGS BY TELEPHONE

The board
of directors of the corporation may hold meetings, both regular and special,
either within or outside the State of Delaware.

57

---

---

Unless
otherwise restricted by the certificate of incorporation or these bylaws,
members of the board of directors, or any committee designated by the board of
directors, may participate in a meeting of such board of directors, or
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting pursuant to this section shall constitute
presence in person at the meeting.

3.6.    REGULAR MEETINGS

Regular
meetings of the board of directors may be held without notice at such time and
at such place as shall from time to time be determined by the board.

3.7.    SPECIAL MEETINGS;
NOTICE

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

Notice of
the time and place of special meetings shall be delivered personally, by
telephone, or by electronic mail (e-mail) to each director or sent by
first-class mail, charges prepaid, addressed in either case 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 or by e-mail, it shall be delivered
personally or by telephone or by e-mail 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, if the meeting is to be held at the principal executive office of
the corporation, the place of the meeting.

3.8.    QUORUM

At all
meetings of the board of directors, a majority of the authorized number of
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a
quorum shall be the act of the board of directors, except as may be otherwise
specifically provided by statute, the certificate of incorporation, or these
bylaws. If a quorum is not present at any meeting of the board of directors,
then the directors present thereat may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum is
present.

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 required quorum for that meeting.

3.9.    WAIVER OF NOTICE

Whenever
notice is required to be given under any provision of the Delaware General
Corporation Law, 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 such 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
directors, or members of a committee of directors, need be specified in any
written waiver of notice unless so required by the certificate of incorporation
or these bylaws.

3.10.    BOARD ACTION BY
WRITTEN CONSENT WITHOUT A MEETING

Unless
otherwise restricted by the certificate of incorporation or these bylaws, any
action required or permitted to be taken at any meeting of the board of
directors, or of any committee thereof may be taken without a meeting if all
members of the board or committee, as the case may be, consent thereto in
writing and the writing or writings are filed with the minutes of proceedings
of the board or committee.

3.11.    FEES AND
COMPENSATION OF DIRECTORS

Unless
otherwise restricted by the certificate of incorporation or these bylaws, the
board of directors shall have the authority to fix the compensation of
directors.

58

---

---

3.12.    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 of its subsidiary,
including any officer or employee who is a director of the corporation or its
subsidiary, 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.

3.13.    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, (i) upon the
closing of the IPO and the classification of the board of directors as provided
in Section 3.2 of these bylaws, stockholders may effect such removal only for
cause and (ii) if 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 such director if then cumulatively voted at an election of the entire
board of directors or, if there be classes of directors, at an election of the
class of directors of which such director is a part.

No
reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of such directors term of
office.

Article IV

COMMITTEES

4.1.    COMMITTEES OF
DIRECTORS

The board
of directors may, by resolution passed by a majority of the whole board,
designate one or more committees, with each committee to consist of one or more
of the directors of the corporation. The board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously appoint another member
of the board of directors to act at the meeting in the place of any such absent
or disqualified member. Any such committee, to the extent provided in the
resolution of the board of directors, or in the bylaws of the corporation,
shall have and may exercise all the powers and authority of the board of
directors in the management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all papers that may
require it; but no such committee shall have the power or authority

| | (i)  | approving or
  adopting or recommending to the stockholders, any action or matter expressly
  required by the Delaware General Corporation Law to be submitted to
  stockholders for approval or                                                                                                                                                                                                                                               
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (ii) | adopting,
  amending, or repealing any 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
  Delaware General Corporation Law.

4.2.    COMMITTEE
MINUTES

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

4.3.    MEETINGS AND
ACTION OF COMMITTEES

Meetings
and actions of committees shall be governed by, and held and taken in
accordance with, the provisions of Article III of these bylaws, Section 3.5
(place of meetings and meetings by telephone), Section 3.6 (regular meetings),
Section 3.7 (special meetings and notice), Section 3.8 (quorum), Section 3.9
(waiver of notice), and Section 3.10 (action without a 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

59

---

---

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.

Article V

OFFICERS

5.1.    OFFICERS

The
officers of the corporation shall be a president, 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, chief executive officer, one or
more vice presidents, one or more assistant vice presidents, one or more
assistant secretaries, one or more assistant treasurers, and any 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.

5.2    APPOINTMENT OF
OFFICERS

The officers
of the corporation, except such officers as may be appointed in accordance with
the provisions of Sections 5.3 or 5.5 of these bylaws, shall be appointed by
the board of directors, subject to the rights, if any, of an officer under any
contract of employment.

5.3.    SUBORDINATE
OFFICERS

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

5.4.    REMOVAL AND
RESIGNATION OF OFFICERS; FILLING VACANCIES

Any officer
may be removed, either with or without cause, by an affirmative vote of the
majority of the board of directors at any regular or special meeting of the
board or, except in the case of an officer chosen by the board of directors, by
any officer upon whom such power of removal may be conferred by the board of
directors. Any removal shall be without prejudice to the rights, if any, of any
contract of employment to which the officer is a party.

Any 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 officer is a party.

Any vacancy
occurring in any office of the corporation shall be filled by the board of
directors.

5.5.    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 and perform such
other powers and duties as may from time to time be assigned to the chairman of
the board by the board of directors or as may be prescribed by these bylaws. If
there is no president and no one has been appointed 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 5.6 of
these bylaws.

5.6.    CHIEF EXECUTIVE
OFFICER

The board
of directors shall select a chief executive officer of the corporation who
shall be subject to the control of the board of directors and have general
supervision, direction and control of the business and the officers of the
corporation. The chief executive officer 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.

60

---

---

5.7.    PRESIDENT

The
president shall have the general powers and duties of management usually vested
in the office of president of a corporation and shall have such other powers
and duties as may be prescribed by the board of directors or these bylaws. In
addition and subject to such supervisory powers, if any, as may be given by the
board of directors to the chairman of the board, if no one has been appointed
chief executive officer, the president shall be the chief executive officer of
the corporation and shall, subject to the control of the board of directors,
have the powers and duties described in Section 5.6.

5.8.    VICE PRESIDENTS

In the
absence or disability of the president, 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 president and when so acting shall have all the powers of, and be subject
to all the restrictions upon, the president. 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
president 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 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 the board 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. The secretary 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.

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

The chief
financial officer shall be the treasurer of the corporation.

5.11.    ASSISTANT
SECRETARY

The
assistant secretary, or, if there is more than one, the assistant secretaries
in the order determined by the stockholders or 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 may be prescribed by
the board of directors or these bylaws.

61

---

---

5.12.    ASSISTANT
TREASURER

The
assistant treasurer, or, if there is more than one, the assistant treasurers,
in the order determined by the stockholders or board of directors (or if there
be no such determination, then in the order of their election), shall, in the
absence of the chief financial officer or in the event of his or her inability
or refusal to act, perform the duties and exercise the powers of the chief
financial officer and shall perform such other duties and have such other
powers as may be prescribed by the board of directors or these bylaws.

5.13.    REPRESENTATION
OF SHARES OF OTHER CORPORATIONS

The
chairman of the board, the chief executive officer, the president, any vice
president, the chief financial officer, the secretary or assistant secretary of
this corporation, or any other person authorized by the board of directors or
the president 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 any other corporation or corporations standing in the name of this
corporation. The authority granted herein 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.

5.14.    AUTHORITY AND
DUTIES OF OFFICERS

In addition
to the foregoing authority and duties, all officers of the corporation shall
respectively have such authority 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 or the stockholders.

Article VI

INDEMNITY

6.1.    THIRD PARTY
ACTIONS

The
corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending, or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of the fact
that such person 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 expenses (including attorneys fees), judgments,
fines and amounts paid in settlement (if such settlement is approved in advance
by the corporation, which approval shall not be unreasonably withheld) actually
and reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such persons conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a manner
which the person reasonably believed to be in or not opposed to the best
interest of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that the persons conduct was
unlawful.

6.2.    ACTIONS BY OR IN
THE RIGHT OF THE CORPORATION

The
corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that such person is or was a director, officer, employee or agent of
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 expenses (including attorneys fees)
and amounts paid in settlement (if such settlement is approved in advance by
the corporation, which approval shall not be unreasonably withheld) actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if such person acted in good faith and in
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Delaware Court of
Chancery or such other court shall deem proper. Notwithstanding any

62

---

---

other provision of this Article VI, no person shall be indemnified
hereunder for any expenses or amounts paid in settlement with respect to any
action to recover short-swing profits under Section 16(b) of the Securities
Exchange Act of 1934, as amended.

6.3.    SUCCESSFUL
DEFENSE

To the
extent that a director, officer, employee or agent of the corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 6.1 and 6.2, or in defense of any claim,
issue or matter therein, such person shall be indemnified against expenses
(including attorneys fees) actually and reasonably incurred by such person in
connection therewith.

6.4.    DETERMINATION OF
CONDUCT

Any
indemnification under Sections 6.1 and 6.2 (unless ordered by a court) shall be
made by the corporation only as authorized in the specific case upon a
determination that the indemnification of the director, officer, employee or
agent is proper in the circumstances because such person has met the applicable
standard of conduct set forth in Sections 6.1 and 6.2. Such determination shall
be made (1) by the Board of Directors or the Executive Committee by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding or (2) or if such quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders. Notwithstanding
the foregoing, a director, officer, employee or agent of the Corporation shall
be entitled to contest any determination that the director, officer, employee
or agent has not met the applicable standard of conduct set forth in Sections
6.1 and 6.2 by petitioning a court of competent jurisdiction.

6.5.    PAYMENT OF
EXPENSES IN ADVANCE

Expenses
incurred in defending a civil or criminal action, suit or proceeding, by an
individual who may be entitled to indemnification pursuant to Section 6.1 or
6.2, shall be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount if it shall
ultimately be determined that such person is not entitled to be indemnified by
the corporation as authorized in this Article VI.

6.6.    INDEMNITY NOT
EXCLUSIVE

The
indemnification and advancement of expenses provided by or granted pursuant to
the other sections of this Article VI shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such persons
official capacity and as to action in another capacity while holding such
office.

6.7.    INSURANCE
INDEMNIFICATION

The
corporation shall have the power to 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 such
person and incurred by such person in any such capacity or arising out of such
persons status as such, whether or not the corporation would have the power to
indemnify such person against such liability under the provisions of this
Article VI.

6.8.    THE CORPORATION

For
purposes of this Article VI, references to the corporation shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under and subject to the provisions of this Article VI (including,
without limitation, the provisions of Section 6.4) with respect to the
resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued.

63

---

---

6.9.    EMPLOYEE BENEFIT
PLANS

For
purposes of this Article VI, references to other enterprises shall include
employee benefit plans; references to fines shall include any excise taxes
assessed on a person with respect to an employee benefit plan; and references
to serving at the request of the corporation shall include any service as a
director, officer, employee or agent of the corporation which imposes duties
on, or involves services by, such director, officer, employee, or agent with
respect to an employee benefit plan, its participants, or beneficiaries; and a
person who acted in good faith and in a manner such person reasonably believed
to be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner not opposed to the best
interests of the corporation as referred to in this Article VI.

6.10.    CONTINUATION OF
INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

The indemnification
and advancement of expenses provided by, or granted pursuant to, this Article
VI shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

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.

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 so to 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.

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, 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.

7.2.    INSPECTION BY
DIRECTORS

Any
director shall have the right to examine the corporations stock ledger, a list
of its stockholders, and its other books and records for a purpose reasonably
related to his position as a director. The Court of Chancery is hereby vested
with the exclusive jurisdiction to determine whether a director is entitled to
the inspection sought. The Court may summarily order the corporation to permit
the director to inspect any and all books and records, the stock ledger, and
the stock list and to make copies or extracts therefrom. The Court may, in its
discretion, prescribe any limitations or conditions with reference to the
inspection, or award such other and further relief as the Court may deem just
and proper.

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.

64

---

---

Article VIII

GENERAL MATTERS

8.1.    CHECKS

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.

8.2.    EXECUTION OF
CORPORATE CONTRACTS AND INSTRUMENTS

The board
of directors, except as otherwise provided in these bylaws, may authorize 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 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.

8.3.    STOCK
CERTIFICATES; 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 president or vice-president, and by the chief
financial officer 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 such person were
such officer, transfer agent or registrar at the date of issue.

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, 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.

8.4.    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.

8.5.    LOST CERTIFICATES

Except as
provided in this Section 8.5, no new certificates for shares shall be issued to
replace a previously issued certificate unless the latter is surrendered to the
corporation and canceled at the same time. The corporation may issue a new
certificate for stock or uncertificated shares in the place of any certificate
theretofore issued by it, alleged to have been lost, stolen or destroyed, and
the corporation may require the owner of the lost, stolen or destroyed
certificate, or his legal representative, to give the

65

---

---

corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate or uncertificated
shares.

8.6.    CONSTRUCTION;
DEFINITIONS

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

8.7.    DIVIDENDS

The
directors of the corporation, subject to any restrictions contained in

| | (i) | the Delaware
  General Corporation Law or (ii) the certificate of incorporation, may declare
  and pay dividends upon the shares of its capital stock. Dividends may be paid
  in cash, in property, or in shares of the corporations capital stock.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
directors of the corporation may set apart out of any of the funds of the
corporation available for dividends a reserve or reserves for any proper
purpose and may abolish any such reserve. Such purposes shall include but not
be limited to equalizing dividends, repairing or maintaining any property of
the corporation, and meeting contingencies.

8.8.    FISCAL YEAR

The fiscal
year of the corporation shall be fixed by resolution of the board of directors
and may be changed by the board of directors.

8.9.    SEAL

The
corporation may adopt a corporate seal, which shall be adopted and which may be
altered by the board of directors, and may use the same by causing it or a
facsimile thereof to be impressed or affixed or in any other manner reproduced.

8.10.    TRANSFER OF
STOCK

Upon
surrender to the corporation or the transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignation or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate, and record the transaction in its books.

8.11.    STOCK TRANSFER
AGREEMENTS

The
corporation shall have power to enter into and perform any agreement with any
number of stockholders of any one or more classes of stock of the corporation
to restrict the transfer of shares of stock of the corporation of any one or
more classes owned by such stockholders in any manner not prohibited by the
Delaware General Corporation Law.

8.12.    REGISTERED
STOCKHOLDERS

The
corporation shall be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive dividends and to vote
as such owner, shall be entitled to hold liable for calls and assessments the
person registered on its books as the owner of any shares described in the
second paragraph of Section 8.3, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
another person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of Delaware.

Article IX

AMENDMENTS

The bylaws
of the corporation may be adopted, amended or repealed by the stockholders
entitled to vote in accordance with the terms of the certificate of incorporation;
provided, however, that the corporation may, in its certificate of
incorporation, confer the power to adopt, amend or repeal bylaws upon the
directors. 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.

66

---

---