Exhibit
3.5


AMENDED
AND RESTATED BYLAWS





OF





AURIOS
INC.





(As
of March 29, 2010)








ARTICLE
I


OFFICES





1.
            Offices.





The
Corporation may have such offices, either within or without the State of
Arizona, as may be designated from time to time by resolution of the Board of
Directors, one of which may be designated as the principal office.





2.
            Registered
      Office and Registered Agent.





The
Corporation shall maintain a registered office and registered agent in the State
of Arizona.  The registered office may, but need not be, the same as
any of its places of business.  The identity and address of the
registered agent may be changed from time to time by notifying the Arizona
Corporation Commission pursuant to the provisions of the Arizona Business
Corporation Act (the “ABCA”).





ARTICLE
II


SHAREHOLDERS





1.
            Annual
      Meeting.





The
annual meeting of the stockholders shall be held on such date as the Board of
Directors shall determine for the purpose of electing Directors and for the
transaction of such other business as may properly come before the
meeting.  If the election of Directors is not held on the day
designated by the Board of Directors for any annual meeting of the stockholders,
or any adjournment hereof, the Board of Directors shall cause the election to be
held at a special meeting of the stockholders as soon thereafter as
convenient.





2.
            Special
      Meetings.





Special
meetings of the stockholders may be called for any purpose or purposes, unless
otherwise prescribed by statute, at any time by the Board of Directors, Chairman
of the Board or the President, by the written demand of the holders of not fewer
than ten percent (10%) of all issued and outstanding shares of stock, regardless
of class, or otherwise as provided by the ABCA.









3.
            Place
      of Meetings.





Annual
and special meetings of the stockholders shall be held at the principal office
of the Corporation, unless otherwise specified in the notice calling any such
meeting, or in the event of a waiver of notice of such meeting, in such waiver
of notice.





4.
            Notice
      of Meeting.





Written
notice stating 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, shall
be delivered to each stockholder of record entitled to vote at such meeting not
less than ten (10) nor more than sixty (60) days before the date of the
meeting.  Notice may be delivered either personally or by first class,
certified or registered mail, by an officer of the Corporation at the direction
of the person or persons calling the meeting.  If mailed, notice shall
be deemed to be delivered when mailed to the stockholders at his or her address
as it appears on the stock transfer books of the
Corporation.  Additionally, any notice to stockholders given by the
Corporation shall be effective if given by a form of electronic transmission
consented to by the stockholder to whom notice is given. Notice need not be
given of an adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken, provided that such adjournment is for
less than one hundred twenty (120) days and further provided that a new record
date is not fixed for the adjourned meeting, in either of which events, written
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at such meeting. At any adjourned meeting, any business may be
transacted which might have been transacted at the meeting as originally
noticed.  A written waiver of notice, whether given before or after
the meeting to which it relates, shall be equivalent to the giving of notice of
such meeting to the stockholder or stockholders signing such
waiver.  Attendance of a stockholder at a meeting shall constitute a
waiver of notice of such meeting, except when the stockholder attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.





5.
            Fixing
      Date for Determination of Shareholders
Record.





In order
that the Corporation may determine the stockholders entitled to notice of and to
vote at any meeting of stockholders or any adjournment thereof, or to express
consent to corporate action in writing without a meeting, or to receive payment
of any dividend or other distribution or allotment of any rights, or to exercise
any rights in respect of any other 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 seventy (70) nor less than
ten (10) days prior to the date of such meeting or such action, as the case may
be.  If the Board has not fixed a record date for determining the
stockholders entitled to notice of and to vote at a meeting of stockholders, the
record date shall be at four o’clock in the afternoon on the day before the day
on which notice is given, or if notice is waived, at the commencement of the
meeting.  If the Board has not fixed a record date for determining the
stockholders entitled to express consent to corporate action in writing without
a meeting, the record date shall be the time of the day on which the first
written consent is served on the Corporation in the manner provided by the
ABCA.  If the Board has not fixed a record date for determining
stockholders for any other purpose, the record date shall be at the close of
business on the day before the Board 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 if such adjournment or adjournments do not exceed thirty days in the
aggregate; provided, however, that the Board may fix a new record date for the
adjourned meeting.




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6.
            Record
      of Stockholders.





The
Secretary or other officer having charge of the stock transfer books of the
Corporation shall make, or cause to be made, a complete record of the
stockholders entitled to vote at a meeting of stockholders or any adjournment
thereof, arranged in alphabetical order, with the address of and the number of
shares held by each stockholder. Such record shall be produced and kept open at
the time and place of the meeting and shall be subject to inspection by the
stockholders during the entire time of the meeting for the purposes
thereof.  Failure to comply with the requirements of this Section 6,
however, shall not affect the validity of any action taken at any such
meeting.





7.
            Quorum
      and Manner of Acting.





At any
meeting of the stockholders, the presence, in person or by proxy, of the holders
of a majority of the outstanding stock entitled to vote shall constitute a
quorum.  All shares represented and entitled to vote on any single
subject matter which may be brought before the meeting shall be counted for
quorum purposes.  Only those shares entitled to vote on a particular
subject matter shall be counted for the purpose of voting on that subject
matter.  Business may be conducted once a quorum is present and may
continue to be conducted until adjournment, notwithstanding the withdrawal or
temporary absence of stockholders leaving less than a quorum.  Except
as otherwise provided in the ABCA, the affirmative vote of the holders of a
majority of the shares of stock then represented at the meeting and entitled to
vote on the subject matter under consideration shall be the act of the
stockholders; provided, however, that if the shares of stock then represented
are less than the number required to constitute a quorum, the affirmative vote
must be such as would constitute a majority if a quorum were present, except
that the affirmative vote of the holders of a majority of the shares of stock
then present is sufficient in all cases to adjourn a meeting. The voting will be
by ballot on any question as to which a ballot vote is demanded, prior to the
time the voting begins, by any person entitled to vote on such question;
otherwise, a voice vote will suffice.  No ballot or change of vote
will be accepted after the polls have been declared closed following the end of
the announced time for voting.





8.
            Voting
      of Shares of Stock; Proxy.





Except
for the election of directors (which will be governed by the cumulative voting
laws of the ABCA) and except as may otherwise be required by the Corporation’s
Articles of Incorporation or by statutes, each issued and outstanding share of
the Corporation’s capital stock (specifically excluding shares held in the
treasury of the Corporation) represented at any meeting of the shareholders in
person or by a proxy given as provided in this Section 8, will be entitled to
one (1) vote.  A stockholder may vote either in person or by proxy
executed in writing or transmitted as permitted by law, including without
limitation, telegram, cablegram or other means of electronic transmission
executed or authorized by the stockholder or by his or her duly authorized
attorney in fact, but no such proxy shall be voted or acted upon after twelve
(12) months from the date of its execution. Any proxy transmitted electronically
shall set forth such information from which it can be determined that such
electronic transmission was authorized by the stockholder.  Shares of
the Corporation are not entitled to vote if they are owned directly or
indirectly by a second corporation, domestic or foreign, and the Corporation
owns directly or indirectly a majority of the shares entitled to vote for
directors of the second corporation; provided, however, that the foregoing shall
not limit the right of any corporation to vote stock, including but not limited
to its own stock, when held by it in a fiduciary capacity.  Shares of
stock standing in the name of another corporation may be voted by such officer,
agent or proxy as the bylaws of such other corporation may prescribe or, in the
absence of such provision, as the board of directors of such other corporation
may determine.




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9.
            Organization.





At each
meeting of the stockholders, the Chairman of the Board, or, if he or she is
absent therefrom, the Chief Executive Officer, or, if he or she is absent
therefrom, another officer of the Corporation chosen as chairman of such meeting
by a majority in voting interest of the stockholders present in person or by
proxy and entitled to vote thereat, or, if all the officers of the Corporation
are absent therefrom, a stockholder of record so chosen, shall act as chairman
of the meeting and preside thereat.  The Secretary, or, if he or she
is absent from the meeting or is required pursuant to the provisions of this
Section 9 to act as chairman of such meeting, the person (who shall be an
Assistant Secretary, if any and if present) whom the chairman of the meeting
shall appoint shall act as secretary of the meeting and keep the minutes
thereof.





10.
            Order
      of Business; Notice of Stockholder Proposals; Nomination of DirectorCandidates.





(a)           At
any annual or special meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meetings (i) pursuant to the
Corporation’s notice of meeting, (ii) by or at the direction of the Board of
Directors, or (iii) by any stockholder of the Corporation who is a stockholder
of record at the time of giving of notice provided for in this Section 10, who
shall be entitled to vote at such meeting, and who complies with the notice
procedures set forth in this Section 10.  The chairman of any meeting
shall determine the manner of voting and conduct of business at the
meeting.





(b)           Only
persons who are nominated in accordance with the procedures set forth in these
Bylaws shall be eligible to serve as directors.  Nominations of
persons for election to the Board of Directors may be made at a meeting of
stockholders (i) by or at the direction of the Board of Directors or a committee
thereof or (ii) by any stockholder of the Corporation who is a stockholder of
record at the time of giving of notice provided for in this Section 10 who shall
be entitled to vote for the election of directors at the meeting, and who
complies with the notice procedures set forth in this Section 10.




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(c)           A
stockholder must give timely, written notice to the Secretary of the Corporation
to nominate directors at an annual meeting pursuant to Section 10 hereof or to
propose business to be brought before an annual or special meeting pursuant to
clause (iii) of Section 10(a) hereof.  To be timely in the case of an
annual meeting, a stockholder’s notice must be received at the principal
executive offices of the Corporation not less than one hundred twenty (120) days
before the date of the Corporation’s proxy statement release to shareholders in
connection with the Corporation’s previous year’s annual meeting of
stockholders.  To be timely in the case of a special meeting or in the
event that the date of the annual meeting is changed by more than thirty (30)
days from such anniversary date, a stockholder’s notice must be received at the
principal executive offices of the Corporation no later than the close of
business on the tenth (10th) day following the earlier of the day on which
notice of the meeting date was mailed or public disclosure of the meeting date
was made.  For purposes of this Section 10, public disclosure shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Securities Exchange Act of 1934.  Such
stockholder’s notice shall set forth (i) with respect to each matter, if any,
that the stockholder proposes to bring before the meeting, a brief description
of the business desired to be brought before the meeting and the reasons for
conducting such business at the meeting; (ii) with respect to each person, if
any, whom the stockholder proposes to nominate for election as a director, all
information relating to such person (including such person(s) written consent to
being named in the proxy statement as a nominee and to serving as a director)
that is required under the Securities Exchange Act of 1934, as amended; (iii)
such person shall cooperate with a background investigation; (iv) the name and
address, as they appear on the Corporation’s records, of the stockholder
proposing such business or nominating such persons (as the case may be), and the
name and address of the beneficial owner, if any, on whose behalf the proposal
or nomination is made; (v) the class and number of shares of capital stock of
the Corporation that are owned beneficially and of record by such stockholder of
record and by the beneficial owner, if any, on whose behalf the proposal or
nomination is made; and (vi) any material interest or relationship that such
stockholder of record and/or the beneficial owner, if any, on whose behalf the
proposal or nomination is made may respectively have in such business or with
such nominee.  At the request of the Board of Directors, any person
nominated for election as a director shall furnish to the Secretary of the
Corporation the information required to be set forth in a stockholder(s) notice
of nomination which pertains to the nominee.





(d)           Notwithstanding
anything in these Bylaws to the contrary, no business shall be conducted, and no
person shall be nominated to serve as a director, at an annual or special
meeting of stockholders, except in accordance with the procedures set forth in
this Section 10.  The Chairman of the meeting shall, if the facts
warrant, determine that business was not properly brought before the meeting, or
that a nomination was not made, in accordance with the procedures prescribed by
these Bylaws and, if he shall so determine, he shall so declare to the meeting,
and any such business not properly brought before the meeting shall not be
transacted and any defective nomination shall be disregarded.  A
stockholder shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder with
respect to the matters set forth in this Section 10.





(e)           This
Section 10 shall not prevent the consideration and approval or disapproval at
the annual meeting of reports of officers, directors and committees of the Board
of Directors, but, in connection with such reports, no business shall be acted
upon at such annual meeting unless stated, filed and received as herein
provided.




5





11.
            Action
      by Stockholders Without a Meeting.





Any
action required or permitted to be taken at a meeting of the stockholders may be
taken without a meeting, without notice and without a vote, if a consent in
writing, setting forth the action so taken, is signed by all of stockholders
entitled to vote with respect to the subject matter thereof.  This
consent shall have the same effect as a unanimous vote of the
shareholders.





12.
            Irregularities.





All
informalities and irregularities at any meeting of the stockholders with respect
to calls, notices of meeting, the manner of voting, the form of proxies and
credentials, and the method of ascertaining those present shall be deemed waived
if no objection is made at the meeting.





ARTICLE
III


BOARD
OF DIRECTORS





1.
            General
      Powers.





The
business and affairs of the Corporation shall be managed by the Board of
Directors.





2.
            Number;
      Term of Office and Qualifications.





Subject
to the requirements of the ABCA and the Articles of Incorporation, the Board of
Directors may from time to time determine the number of
Directors.  Until the Board shall otherwise determine, the number of
Directors shall be that number comprising the initial Board as set forth in the
Articles of Incorporation.  Each Director shall hold office until the
next annual meeting of stockholders following his appointment or election and
until his or her successor is elected or until his or her death, resignation or
removal in the manner hereinafter provided.





3.
            Place
      of Meeting.





The Board
of Directors may hold its meetings at such place or places as it may from time
to time by resolution determine or as shall be designated in any notices or
waivers of notice thereof.  Any such meeting, whether regular or
special, may be held by conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting in such manner shall constitute presence in
person at such meeting.





4.
            Annual
      Meetings.





As soon
as practicable after each annual election of Directors and on the same day, the
Board of Directors may meet for the purpose of organization and the transaction
of other business at the place where regular meetings of the Board of Directors
are held, and no notice of such meeting shall be necessary in order to legally
hold the meeting, provided that a quorum is present.  If such meeting
is not held as provided above, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for a special
meeting of the Board of Directors, or in the event of waiver of notice as
specified in the written waiver of notice.




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5.
            Regular
      Meetings.





Regular
meetings of the Board of Directors may be held without notice at such times as
the Board of Directors shall from time to time by resolution
determine.





6.
            Special
      Meetings; Notice.





Special
meetings of the Board of Directors shall be held whenever called by the Chairman
of the Board or by a majority of the Directors at the time in
office.  Notice shall be given, in the manner hereinafter provided, of
each such special meeting, which notice shall state the time and place of such
meeting, but need not state the purposes thereof.  Except as otherwise
provided in Section 7 of this Article III, notice of each such meeting shall be
mailed to each Director, addressed to him or her at his or her residence or
usual place of business, at least two (2) days before the day on which such
meeting is to be held, or shall be sent addressed to him or her at such place by
telegraph, cable, wireless or other form of recorded communication or delivered
personally or by telephone not later than the day before the day on which such
meeting is to be held.  A written waiver of notice, whether given
before or after the meeting to which it relates, shall be equivalent to the
giving of notice of such meeting to the Director or Directors signing such
waiver. Attendance of a Director at a special meeting of the Board of Directors
shall constitute a waiver of notice of such meeting, except when he or she
attends the meeting for the express purpose of objecting to the transaction of
any business because the meeting is not lawfully called or
convened.





7.
            Quorum
      and Manner of Acting.





A
majority of the whole Board of Directors shall be present in person at any
meeting of the Board of Directors in order to constitute a quorum for the
transaction of business at such meeting, and except as otherwise specified in
these Bylaws, and except also as otherwise expressly provided by the ABCA, the
vote of a majority of the Directors present at any such meeting at which a
quorum is present shall be the act of the Board of Directors.  In the
absence of a quorum from any such meeting, a majority of the Directors present
thereat may adjourn such meeting from time to time to another time or place,
without notice other than announcement at the meeting, until a quorum shall be
present thereat.  The Directors shall act only as a Board and the
individual Directors shall have no power as such.





8.
            Organization.





(a)           From
its members, the Board of Directors will elect a Chairman to preside over
meetings of the stockholders and of the Board of Directors.  The
Chairman may simultaneously serve as any officer of the
Corporation.  The Board may elect one or more Vice
Chairmen.  In the absence of the Chairman or a Vice Chairman, if any,
the Board shall designate any person to preside at such meetings.




7





(b)           At
each meeting of the Board of Directors, the Chairman of the Board, or, if he or
she is absent therefrom, a Vice Chairman, or if he or she is absent therefrom, a
Director chosen by a majority of the Directors present thereat, shall act as
chairman of such meeting and preside thereat.  The Secretary, or if he
or she is absent, the person (who shall be an Assistant Secretary, if any and if
present) whom the chairman of such meeting shall appoint, shall act as Secretary
of such meeting and keep the minutes thereof.





9.
            Action
      by Directors Without a Meeting.





Any
action required or permitted to be taken at a meeting of the Board of Directors
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, is signed by all
Directors entitled to vote with respect to the subject matter
thereof.





10.
            Resignations.





Any
Director may resign at any time by giving written notice of his or her
resignation to the Chairman of the Board, the President or the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time when it shall become effective is not specified
therein, it shall take effect immediately upon its receipt by the Chairman of
the Board, the President or the Secretary; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.





11.
            Recording
      of a Negative Vote.





A
Director who is present at a meeting of the Board of Directors at which any
action is taken shall be presumed to have assented to such action unless he
objects at the beginning of the meeting or promptly on his arrival to holding it
or transacting business at the meeting, his dissent to such action shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the Secretary before the adjournment thereof or
forward such dissent to the Secretary by certified mail before 5:00 p.m. the
next business day.  No right to dissent shall apply to a Director who
voted in favor of such action.





12.
            Removal
      of Directors.





Directors
may be removed, with or without cause, as provided from time to time by the ABCA
as then in effect.





13.
            Vacancies.





Any
vacancy occurring in the Board of Directors, and any newly created directorship,
may be filled by a majority of the Directors then in office, including any
Director whose resignation from the Board of Directors becomes effective at a
future time, even if less than a quorum, or by a sole remaining
Director.  If at any time the Corporation has no Directors in office,
any officer or any shareholder may call a special meeting of the shareholders
for the purpose of filling vacancies in the Board of Directors.




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14.
            Compensation.





Unless
otherwise expressly provided by resolution adopted by the Board of Directors, no
Director shall receive any compensation for his or her services as a
Director.  The Board of Directors may at any time and from time to
time by resolution provide that the Directors shall be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary as
Director.  In addition, the Board of Directors may at any time and
from time to time by resolution provide that Directors shall be paid their
actual expenses, if any, of attendance at each meeting of the Board of
Directors.  Nothing in this section shall be construed as precluding
any Director from serving the Corporation in any other capacity and receiving
compensation therefor, but the Board of Directors may by resolution provide that
any Director receiving compensation for his or her services to the Corporation
in any other capacity shall not receive additional compensation for his or her
services as a Director.





ARTICLE
IV


OFFICERS





1.
            Number.





The
Corporation shall have the following officers: a Chief Executive Officer, a
President, a Treasurer, a Chief Financial Officer and a Secretary.  At
the discretion of the Board of Directors, the Corporation may also have
additional officers, including but not limited to, Vice Presidents, Executive
Vice Presidents, Assistant Vice Presidents, Assistant Secretaries and one or
more Assistant Treasurers.  Any two or more offices may be held by the
same person.





2.
            Election
      and Term of Office.





The
officers of the Corporation shall be elected annually by the Board of
Directors.  Each such officer shall hold office until his or her
successor is duly elected or until his or her earlier death or resignation or
removal in the manner hereinafter provided.





3.
            Agents.





In
addition to the officers mentioned in Section 1 of this Article IV, the Board of
Directors may appoint such agents as the Board of Directors may deem necessary
or advisable, each of which agents shall 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.  The Board of Directors may delegate to any
officer or to any committee the power to appoint or remove any such
agents.





4.
            Removal.





Any
officer may be removed, with or without cause, at any time by resolution adopted
by a majority of the whole Board of Directors.




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5.
            Resignations.





Any
officer may resign at any time by giving written notice of his or her
resignation to the Board of Directors, the Chairman of the Board of Directors,
the President or the Secretary.  Any such resignation shall take
effect at the times specified therein, or, if the time when it shall become
effective is not specified therein, it shall take effect immediately upon its
receipt by the Board of Directors, the Chairman of the Board, the President or
the Secretary; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.





6.
            Vacancies.





A vacancy
in any office due to death, resignation, removal, disqualification or any other
cause may be filled for the unexpired portion of the term thereof by the Board
of Directors.





7.
            Chief
      Executive Officer.





The Chief
Executive Officer shall be the chief executive officer of the
Corporation.  Subject to the direction of the Board of Directors, the
Chief Executive Officer shall have and exercise direct charge of and general
supervision over the business and affairs of the Corporation and shall perform
such other duties as may be assigned from time to time by the Board of
Directors.





8.
            President.





The
President shall be the chief operating officer of the Corporation. And shall
perform such duties as the Board of Directors or the Chief Executive Officer
shall prescribe.  In the absence or disability of the Chief Executive
Officer, the President shall perform and exercise the powers of the Chief
Executive Officer.





9.
            Vice
      President.





Each Vice
President shall have such powers and perform such duties as the Chairman of the
Board, the Chief Executive Officer, the President or the Board of Directors may
from time to time prescribe and shall perform such other duties as may be
prescribed by these Bylaws.  In the absence or disability of the
President, a designated Vice President shall perform 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.




10





10.
            Secretary.





The
Secretary shall: (a) record all the proceedings of the meetings of the
stockholders, the Board of Directors and the Executive Committee, if any, in one
or more books kept for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; (c) be the
custodian of all contracts, deeds, documents, all other indicia of title to
properties owned by the Corporation and of its other corporate records (except
accounting records) and of the corporate seal, if any, and affix such seal to
all documents the execution of which on behalf of the Corporation under its seal
is duly authorized; (d) sign, with the Chairman of the Board, the Chief
Executive Officer, the President or a Vice President, certificates for stock of
the Corporation; (e) have charge, directly or through the transfer clerk or
transfer clerks, transfer agent or transfer agents and registrar or registrars
appointed as provided in Section 3 of Article VII of these Bylaws, of the issue,
transfer and registration of certificates for stock of the Corporation and of
the records thereof, such records to be kept in such manner as to show at any
time the amount of the stock of the Corporation issued and outstanding, the
manner in which and the time when such stock was paid for, the names,
alphabetically arranged, and the addresses of the holders of record thereof, the
number of shares held by each, and the time when each became a holder of record;
(f) upon request, exhibit or cause to be exhibited at all reasonable times to
any Director such records of the issue, transfer and registration of the
certificates for stock of the Corporation; (g) see that the books, reports,
statements, certificates and all other documents and records required by law are
properly kept and filed; and (h) see that the duties prescribed by Section 6 of
Article II of these Bylaws are performed. In general, the Secretary shall
perform all duties incident to the office of Secretary and such other duties as
from time to time may be assigned to him or her by the Chairman of the Board,
the Chief Executive Officer, the President or the Board of
Directors.





11.
            Chief
      Financial Officer; Treasurer.





If
required by the Board of Directors, the Chief Financial Officer and/or the
Treasurer shall give a bond for the faithful discharge of his, her or their
duties in such sum and with such surety or sureties as the Board of Directors
shall determine.  The Chief Financial Officer and/or the Treasurer,
who may be one or two persons, shall: (a) have charge and custody of, and be
responsible for, all funds, securities, notes and valuable effects of the
Corporation; (b) receive and give receipt for moneys due and payable to the
Corporation from any sources whatsoever; (c) deposit all such moneys to the
credit of the Corporation or otherwise as the Board of Directors, the Chairman
of the Board, the Chief Executive Officer or the President shall direct in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of Article VI of these Bylaws; (d) cause such funds to be
disbursed by checks or drafts on the authorized depositories of the Corporation
signed as provided in Article VI of these Bylaws; (e) be responsible for the
accuracy of the amounts of, and cause to be preserved proper vouchers for, all
moneys so disbursed; (f) have the right to require from time to time reports or
statements giving such information as he or she may desire with respect to any
and all financial transactions of the Corporation from the officers or agents
transacting the same; (g) render to the Chairman of the Board, the Chief
Executive Officer or the Board, whenever they, respectively, shall request him,
her or them so to do, an account of the financial condition of the Corporation
and of all his, her or their transactions as Chief Financial Officer and
Treasurer; (h) upon request, exhibit or cause to be exhibited at all reasonable
times the cash books and other records to the Chairman of the Board, the Chief
Executive Officer or any of the Directors of the Corporation; and (i) cause to
be kept correct books of account of all the business and transactions of the
Corporation, shall see that adequate audits thereof are currently and regularly
made and certify the accounts of the Corporation.  In general, the
Chief Financial Officer and the Treasurer shall perform all duties incident to
the offices of Chief Financial Officer and Treasurer and such other duties as
from time to time may be assigned to him, her or them by the Chairman of the
Board, the Chief Executive Officer or the Board of Directors.




11





12.
            Assistant
      Officers.





Any
persons elected as assistant officers shall assist in the performance of the
duties of the designated office and such other duties as shall be assigned to
them by the Board of Directors, the Chairman of the Board, the Chief Executive
Officer, the President, any Vice President, the Secretary or the
Treasurer.





13.
            Compensation.





Officers
shall receive such compensation, if any, for their services as may be authorized
or ratified by the Board of Directors.  Election or appointment as an
officer shall not of itself create a right to compensation for services
performed as such officer.





ARTICLE
V


COMMITTEES





1.
            Executive
      Committee: How Constituted and
Powers.





The Board
of Directors, by resolution adopted by a majority of the whole Board of
Directors, may designate one or more of the Directors then in office, who shall
include the Chairman of the Board, if any, to constitute an Executive Committee,
which shall have and may exercise between meetings of the Board of Directors all
the delegable powers of the Board of Directors to the extent not expressly
prohibited by the ABCA or by resolution of the Board of
Directors.  The Board may designate one or more Directors as alternate
members of the Committee who may replace any absent or disqualified member at
any meeting of the Committee.  Each member of the Executive Committee
shall continue to be a member thereof only during the pleasure of a majority of
the whole Board of Directors.





2.
            Executive
      Committee; Organization.





The
Chairman of the Board shall act as chairman at all meetings of the Executive
Committee and the Secretary shall act as secretary thereof. In case of the
absence from any meeting of the Chairman of the Board or the Secretary, the
Committee may appoint a chairman or secretary, as the case may be, of the
meeting.





3.
            Executive
      Committee Meetings.





Regular
meetings of the Executive Committee may be held without notice on such days and
at such places as shall be fixed by resolution adopted by a majority of the
Committee and communicated to all its members.  Special meetings of
the Committee shall be held whenever called by the Chairman of the Board or a
majority of the members thereof then in office.  Notice of each
special meeting of the Committee shall be given in the manner provided in
Section 6 of Article III of these Bylaws for special meetings of the Board of
Directors. Notice of any such meeting of the Executive Committee, however, need
not be given to any member of the Committee if waived by him or her in writing
or by telegraph, cable, wireless or other form of recorded communication either
before or after the meeting, or if he or she is present at such meetings, except
when he or she attends for the express purpose of objecting to the transaction
of any business because the meeting is not lawfully called or
convened.  Subject to the provisions of this Article V, the Committee,
by resolution adopted by a majority of the whole Committee, shall fix its own
rules of procedure and it shall keep a record of its proceedings and report them
to the board at the next regular meeting thereof after such proceedings have
been taken.  All such proceedings shall be subject to revision or
alteration by the Board of Directors; provided, however, that third parties
shall not be prejudiced by any such revision or alteration.




12





4.
            Executive
      Committee; Quorum and Manner of
Acting.





A
majority of the Executive Committee shall constitute a quorum for the
transaction of business, and, except as specified in Section 3 of this Article
V, the act of a majority of those present at a meeting thereof at which a quorum
is present shall be the act of the Committee.  The members of the
Committee shall act only as a committee, and the individual members shall have
no power as such.





5.
            Other
      Committees.





The Board
of Directors, by resolution adopted by a majority of the whole Board, may
constitute other committees, which shall in each case consist of one or more of
the Directors and, at the discretion of the Board of Directors, such officers
who are not Directors.  The Board of Directors may designate one or
more Directors or officers who are not Directors as alternate members of any
committee who may replace any absent or disqualified member at any meeting of
the committee.  Each such committee shall have and may exercise such
powers as the Board of Directors may determine and specify in the respective
resolutions appointing them; provided, however, that (a) unless all of the
members of any committee shall be Directors, such committee shall not have
authority to exercise any of the powers of the Board of Directors in the
management of the business and affairs of the Corporation, and (b) if any
committee shall have the power to determine the amounts of the respective fixed
salaries of the officers of the Corporation or any of them, such committee shall
consist of not less than three (3) members and none of its members shall have
any vote in the determination of the amount that shall be paid to him or her as
a fixed salary.  A majority of all the members of any such committee
may fix its rules of procedure, determine its action and fix the time and place
of its meetings and specify what notice thereof, if any, shall be given, unless
the Board of Directors shall otherwise by resolution provide.





6.
            Resignations.





Any
member of the Executive Committee or any other committee may resign therefrom at
any time by giving written notice of his or her resignation to the Chairman of
the Board, the President or the Secretary.  Any such resignation shall
take effect at the time specified therein, or if the time when it shall become
effective is not specified therein, it shall take effect immediately upon its
receipt by the Chairman of the Board or the Secretary; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.




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7.
            Vacancies.





Any
vacancy in the Executive Committee or any other committee shall be filled by the
vote of a majority of the whole Board of Directors.





8.
            Compensation.





Unless
otherwise expressly provided by resolution adopted by the Board of Directors, no
member of the Executive Committee or any other committee shall receive any
compensation for his or her services as a committee member.  The Board
of Directors may at any time and from time to time by resolution provide that
committee members shall be paid a fixed sum for attendance at each committee
meeting or a stated salary as a committee member.  In addition, the
Board of Directors may at any time and from time to time by resolution provide
that such committee members shall be paid their actual expenses, if any, of
attendance at each committee meeting.  Nothing in this section shall
be construed as precluding any committee member from serving the Corporation in
any other capacity and receiving compensation therefor, but the Board of
Directors may by resolution provide that any committee member receiving
compensation for his or her services to the Corporation in any other capacity
shall not receive additional compensation for his or her services as a committee
member.





9.
            Dissolution
      of Committees; Removal of Committee
Members.





The Board
of Directors, by resolution adopted by a majority of the whole Board, may, with
or without cause, dissolve the Executive Committee or any other committee, and,
with or without cause, remove any member thereof.





ARTICLE
VI


MISCELLANEOUS





1.
            Execution
      of Contracts.





Except as
otherwise required by law or by these Bylaws, any contract or other instrument
may be executed and delivered in the name of the Corporation and on its behalf
by the Chairman of the Board, the Chief Executive Officer, the Chief Financial
Officer, the Treasurer, the President, or any Vice President.  In
addition, the Board of Directors may authorize any other officer of officers or
agent or agents to execute and deliver any contract or other instrument in the
name of the Corporation and on its behalf, and such authority may be general or
confined to specific instances as the Board of Directors may by resolution
determine.





2.
            Attestation.





Any Vice
President, the Secretary, or any Assistant Secretary may attest the execution of
any instrument or document by the Chairman of the Board, the President, or any
other duly authorized officer or agent of the Corporation and may affix the
corporate seal, if any, in witness thereof, but neither such attestation nor the
affixing of a corporate seal shall be requisite to the validity of any such
document or instrument.




14





3.
            Loans.





Unless
the Board of Directors shall otherwise determine, the Chairman of the Board of
Directors, the Chief Executive Officer or the President, acting together with
any one of the following officers, to-wit: any Vice President, the Treasurer or
the Secretary, may effect loans and advances at any time for the Corporation
from any bank, trust company or other institution or from any firm or individual
and, for such loans and advances, may make, execute and deliver promissory notes
or other evidences of indebtedness of the Corporation, but no officer or
officers shall mortgage, pledge, hypothecate or otherwise transfer for security
any property owned or held by the Corporation except when authorized by
resolution adopted by the Board of Directors.





4.
            Checks,
      Drafts.





All
checks, drafts, orders for the payment of money, bills of lading, warehouse
receipts, obligations, bills of exchange and insurance certificates shall be
signed or endorsed (except endorsements for collection for the account of the
Corporation or for deposit to its credit, which shall be governed by the
provisions of Section 5 of this Article V) by such officer or officers or agent
or agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.





5.
            Deposits.





All funds
of the Corporation not otherwise employed shall be deposited from time to time
to the credit of the Corporation or otherwise as the Board of Directors, the
Chairman of the Board, the Chief Executive Officer or the President shall direct
in general or special accounts at such banks, trust companies, savings and loan
associations, or other depositories as the Board of Directors may select or as
may be selected by any officer or officers or agent or agents of the Corporation
to whom power in that respect has been delegated by the Board of
Directors.  For the purpose of deposit and for the purpose of
collection for the account of the Corporation, checks, drafts and other orders
for the payment of money which are payable to the order of the Corporation may
be endorsed, assigned and delivered by any officer or agent of the
Corporation.  The Board of Directors may make such special rules and
regulations with respect to such accounts, not inconsistent with the provisions
of these Bylaws, as it may deem expedient.





6.
            Proxies
      in Respect of Stock or Other Securities of Other
    Corporations.





Unless
otherwise provided by resolution adopted by the Board of Directors, the Chairman
of the Board of Directors, the Chief Executive Officer, the President or any
Vice President may exercise in the name and on behalf of the Corporation the
powers and rights which the Corporation may have as the holder of stock or other
securities in any other corporation, including without limitation the right to
vote or consent with respect to such stock or other securities.




15





7.
            Fiscal
      Year.





The
fiscal year of the Corporation shall commence on the first day of January and
end on the last day of December.





ARTICLE
VII


STOCK





1.
            Certificates.





The
shares of the capital stock of the Corporation may be certificated or
uncertificated, as provided under the ABCA.  A certificate or
certificates for shares of the capital stock of the Corporation may be issued to
each shareholder when any of these shares are fully paid.  Any such
certificates shall be signed in the name of the Corporation by the Chairman of
the Board, the Chief Executive Officer, the President or a Vice President and by
the Secretary or any Assistant Secretary, certifying the number of shares and
the class or series of shares owned by the shareholder.  Any or all of
the signatures on any such certificate may be facsimile if the certificate is
countersigned by a transfer agent or any assistant transfer agent, or registered
by a registrar other than the Corporation itself or an employee of the
Corporation.  In case any officer, transfer agent, or registrar who
has signed or whose facsimile signature has been placed on a certificate shall
have ceased to be that officer before that certificate is issued, it may be
issued by the Corporation with the same effect as if that person were an officer
at the date of issue.





2.
            Transfer
      of Stock.





Stock of
the Corporation shall be transferable in the manner prescribed by applicable law
and in these Bylaws.  Transfers of stock shall be made on the books of
the Corporation, and in the case of certificated shares of stock, only by the
person named in the certificate or by such person’s attorney lawfully
constituted in writing and upon the surrender of the certificate therefor,
properly endorsed for transfer and payment of all necessary transfer taxes; or,
in the case of uncertificated shares of stock, upon receipt of proper transfer
instructions from the registered holder of the shares or by such person’s
attorney lawfully constituted in writing, and upon payment of all necessary
transfer taxes and compliance with appropriate procedures for transferring
shares in uncertificated form; provided, however, that such surrender and
endorsement, compliance or payment of taxes shall not be required in any case in
which the officers of the Corporation shall determine to waive such
requirement.  With respect to certificated shares of stock, every
certificate exchanged, returned or surrendered to the Corporation shall be
marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant
Secretary of the Corporation or the transfer agent thereof.  No
transfer of stock shall be valid as against the Corporation for any purpose
until it shall have been entered in the stock records of the Corporation by an
entry showing from and to whom transferred.




16




3.
            Regulations.





The Board
of Directors may make such rules and regulations as it may deem expedient, not
inconsistent with these Bylaws, concerning the issue, transfer and registration
of certificates for stock of the Corporation.  The Board of Directors
may appoint, or authorize any officer or officers or any committee to appoint,
one or more transfer clerks or one or more transfer agents and one or more
registrars, and may require all certificates for stock to bear the signature or
signatures of any of them.





ARTICLE
VIII


DIVIDENDS





The Board
of Directors may from time to time declare, and the Corporation may pay,
dividends on its outstanding shares of stock in the manner and upon the terms
and conditions provided in the ABCA.





ARTICLE
IX


SEAL





A
corporate seal shall not be requisite to the validity of any instrument executed
by or on behalf of the Corporation. Nevertheless, if in any instance a corporate
seal is used, the same shall be in the form of a circle and shall bear the full
name of the Corporation and the year and state of incorporation, or words and
figures of similar import.





ARTICLE
X


INDEMNIFICATION
OF DIRECTORS AND OFFICERS





1.
            General.





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 he
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 actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his 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 he
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
reasonable cause to believe that his conduct was unlawful.




17





2.
            Derivative
      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 or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he 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)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation and 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 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 such court shall deem proper.





3.
            Indemnification
      in Certain Cases.





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 1 and 2 of this Article X, or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys’ fees) actually and reasonably incurred by him in
connection therewith.





4.
            Procedure.





Any
indemnification under Sections 1 and 2 of this Article X (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in such Sections 1 and 2.  Such determination
shall be made (a) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (c) by the stockholders.





5.
            Advances
      for Expenses.





Expenses
incurred in defending a civil or criminal action, suit or proceeding shall be
paid by the Corporation, to the extent permitted by law, 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 be ultimately determined that he is not entitled to be indemnified by
the Corporation as authorized in this Article X.




18




6.
            Rights
      Not Exclusive.





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





7.
            Insurance.





The
Corporation shall have 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 him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article X.





8.
            Definition
      of Corporation.





For the
purposes of this Article X, references to the "Corporation” include all
constituent corporations absorbed in consolidation or merger as well as the
resulting or surviving corporation so that any person who is or was a director,
officer, employee or agent of such a constituent corporation or is or was
serving at the request of such constituent as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise shall stand in the same position under the provisions of this Article
X with respect to the resulting or surviving corporation as he would if he had
served the resulting or surviving corporation in the same capacity.





9.
            Other
      Definitions.





For
purposes of this Article X, 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 he 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 X.





10.
            Continuation
      of Rights.





The
indemnification and advancement of expenses provided by, or granted pursuant to
this Article X shall 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 person. No amendment to or repeal of this
Article X shall apply to or have any effect on, the rights of any director,
officer, employee or agent under this Article X which rights come into existence
by virtue of acts or omissions of such director, officer, employee or agent
occurring prior to such amendment or repeal.




19





11.
            Contract.





The
foregoing provisions of this Article shall be deemed to be a contract between
the Corporation and each director and officer who serves in such capacity at any
time while this Bylaw is in effect, and any repeal or modification thereof shall
not affect any rights or obligations then existing with respect to any state of
facts then or theretofore existing of any Proceeding theretofore or thereafter
brought based in whole or in part upon any such state of facts.  The
foregoing rights of indemnification shall not be deemed exclusive of any other
rights to which any director or officer may be entitled apart from the
provisions of this Article.





ARTICLE
XI


AMENDMENTS





These
Bylaws may be repealed, altered or amended by the affirmative vote of the
holders of a majority of the stock issued and outstanding and entitled to vote
at any meeting of Stockholders or by resolution duly adopted by the affirmative
vote of not less than a majority of the Directors in office at any annual or
regular meeting of the Board of Directors or at any special meeting of the Board
of Directors if notice of the proposed repeal, alteration or amendment be
contained in the notice of such special meeting, and new Bylaws may be adopted,
at any time only by the Board of Directors.




20