**Exhibit
        1.2**
 
 **DOUBLE
        HULL TANKERS, INC.**
  **(the
        “** **Corporation** **”)**
  **BYLAWS**
  As
        amended by the Board of Directors through February 7, 2007
  **ARTICLE
        I**
  **OFFICES
        AND RECORD**
  SECTION
        1.01.  Address;
        Registered Agent. The
        registered address of the Corporation in the Republic of the Marshall Islands
        is
        Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
        MH96960. The name of the Corporation’s registered agent at such address is The
        Trust Company of the Marshall Islands, Inc.
  SECTION
        1.02.  Other
        Offices. The
        Corporation may have such other offices, either within or without the Republic
        of the Marshall Islands, as the Board of Directors of the Corporation (the
        “ Board ”)
        may
        designate or as the business of the Corporation may from time to time
        require.
  **ARTICLE
        II**
  **SHAREHOLDERS**
  SECTION
        2.01.  Annual
        Meeting. The
        annual meeting of shareholders of the Corporation shall be held on such day
        and
        at such time and place within or without the Republic of the Marshall Islands
        as
        the Board may determine for the purpose of electing directors and/or transacting
        such other business as may properly be brought before the meeting. The Chairman
        of the Board or, in the Chairman’s absence, another person designated by the
        Board shall act as the Chairman of all annual meetings of
        shareholders.
  SECTION
        2.02.  Nature
        of Business at Annual Meetings of Shareholders. (a)  No business may be transacted at an annual meeting of
        shareholders, other than business that is either (i) specified in the
        notice of meeting (or any supplement thereto) given by or at the direction
        of
        the Board (or any duly authorized committee thereof), (ii) otherwise
        properly brought before the annual meeting by or at the direction of the
        Board
        (or any duly authorized committee thereof) or (iii) otherwise properly
        brought before the annual meeting by any shareholder of the Corporation
        (A) who is a shareholder of record on the date of the giving of the notice
        provided for in this Section 2.02 of this Article II and has remained a
        shareholder of record through the record date for the determination of
        shareholders entitled to vote at such annual meeting and (B) who complies
        with the notice procedures set forth in Section 2.02(b) of this Article
        II.
  (b)  In
        addition to any other applicable requirements, for business to be properly
        brought before an annual meeting by a shareholder, such shareholder must
        have
        given timely notice thereof in proper written form to the Secretary of the
        Corporation. To be timely, a shareholder’s notice to the Secretary of the
        Corporation must be delivered to or mailed and received at the principal
        executive offices of the Corporation not less than ninety (90) days nor
        more than one-hundred twenty (120) days prior to the anniversary date of
        the immediately preceding annual general meeting. In the event the annual
        general meeting is called for a date that is not within thirty (30) days
        before or after such anniversary date, notice by the shareholder must be
        given
        not later than ten days following the earlier of the date on which notice
        of the
        annual general meeting was mailed to shareholders or the date on which public
        disclosure of the date of the annual general meeting was made.
  (c)  To
        be in
        proper written form, a shareholder’s notice to the Secretary of the Corporation
        must set forth, as to each matter such shareholder proposes to bring before
        the
        annual meeting, (i) a brief description of the business desired to be
        brought before the annual meeting and the reasons for conducting such business
        at the annual meeting, (ii) the name and record address of such
        shareholder, (iii) the class or series and number of shares of capital
        stock of the Corporation which are owned beneficially or of record by such
        shareholder, (iv) a description of all arrangements or understandings
        between such shareholder and any other person or persons (including their
        names)
        in connection with the proposal of such business by such shareholder and
        any
        material interest of such shareholder in such business and (v) a
        representation that such shareholder intends to appear in person or by proxy
        at
        the annual meeting to bring such business before the meeting. In addition,
        notwithstanding anything in this Section 2.02 of this Article II to
        the contrary, a shareholder intending to nominate one or more persons for
        election as a director at an annual meeting must comply with Article III of
        these Bylaws for such nomination or nominations to be properly brought before
        such meeting.
   
   (d)  No
        business shall be conducted at the annual meeting of shareholders except
        business brought before the annual meeting in accordance with the procedures
        set
        forth in this Article II; provided , however ,
        that,
        once business has been properly brought before the annual meeting in accordance
        with such procedures, nothing in this Article II shall be deemed to
        preclude discussion by any shareholder of any such business. If the chairman
        of
        an annual meeting determines that business was not properly brought before
        the
        annual meeting in accordance with the foregoing procedures, the chairman
        of the
        meeting shall declare to the meeting that the business was not properly brought
        before the meeting and such business shall not be transacted.
  SECTION
        2.03.  Special
        Meeting. Except
        as otherwise provided by applicable law, special meetings of the shareholders
        shall be called only in accordance with the provisions of the Amended and
        Restated Articles of Incorporation of the Corporation. Only such business
        as is
        specified in the notice of any special meeting of the shareholders shall
        come
        before such meeting.
  SECTION
        2.04.  Notice
        of Meetings. Notice
        of every annual and special meeting of shareholders, other than any meeting
        the
        giving of notice of which is otherwise provided by law, stating the date,
        time,
        place and purpose thereof, and in the case of special meetings, the name
        of the
        person or persons at whose direction the notice is being issued, shall be
        given
        personally or sent by mail, telegraph, cablegram, telex or teleprinter at
        least
        fifteen (15) but not more than sixty (60) days before such meeting, to
        each shareholder of record entitled to vote thereat and to each shareholder
        of
        record who, by reason of any action proposed at such meeting would be entitled
        to have his shares appraised if such action were taken, and the notice shall
        include a statement of that purpose and to that effect. If mailed, notice
        shall
        be deemed to have been given when deposited in the mail, directed to the
        shareholder at his address as the same appears on the record of shareholders
        of
        the Corporation or at such address as to which the shareholder has given
        notice
        to the Secretary of the Corporation. Notice of a meeting need not be given
        to
        any shareholder who submits a signed waiver of notice, whether before or
        after
        the meeting, or who attends the meeting without protesting prior to the
        conclusion thereof that he did not receive notice of such meeting.
  SECTION
        2.05.  Organization;
        Place of Meeting; Order of Business. (a)  At every meeting of shareholders, the Chairman of the Board, or
        in such person’s absence, the Chief Executive Officer, or in the absence of both
        of them, any vice president, shall act as chairman of the meeting. In the
        absence of the Chairman of the Board, the Chief Executive Officers or a vice
        president to act as Chairman, the Board, or if the Board fails to act, the
        shareholders may appoint any shareholder, director or officer of the Corporation
        to act as chairman of any meeting.
  (b)  Either
        the Board or the Chairman of the Board may designate the place, if any, of
        meeting for any annual meeting or for any special meeting of the shareholders.
        If no designation is so made, the place of meeting shall be the principal
        office
        of the Corporation.
  (c)  The
        order
        of business at all meetings of shareholders, unless otherwise determined
        by a
        vote of the holders of a majority of the number of shares present in person
        or
        represented by proxy thereat, shall be determined by the chairman of the
        meeting.
   2
   SECTION
        2.06.  Adjournments. Any
        meeting of shareholders, annual or special, may adjourn from time to time
        to
        reconvene at the same or some other place, and notice need not be given of
        any
        such 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 which might have been transacted at
        the
        original meeting. If the meeting is adjourned for lack of quorum, notice
        of the
        new meeting shall be given to each shareholder of record entitled to vote
        at the
        meeting. If after an adjournment a new record date is fixed for the adjourned
        meeting, a notice of the adjourned meeting shall be given to each shareholder
        of
        record on the new record date entitled to notice in Section 2.04 of this
        Article II.
  SECTION
        2.07.  Quorum. At all
        meetings of shareholders, except as otherwise expressly provided by law,
        there
        must be present either in person or by proxy shareholders of record holding
        at
        least a majority of the shares issued and outstanding and entitled to vote
        at
        such meetings in order to constitute a quorum, but if less than a quorum
        is
        present, a majority of those shares present either in person or by proxy
        shall
        have power to adjourn any meeting until a quorum shall be present.
  SECTION
        2.08.  Voting. If a
        quorum is present, and except as otherwise expressly provided by law, the
        Amended and Restated Articles of Incorporation (including any Preferred Stock
        Designation) or applicable stock exchange rules, the affirmative vote of
        a
        majority of the shares of stock represented at the meeting shall be the act
        of
        the shareholders; provided , however ,
        that
        directors shall be elected by a plurality of the votes cast by shareholders
        entitled to vote thereat. At any meeting of shareholders, with respect to
        a
        matter for which a shareholder is entitled to vote, each such shareholder
        shall
        be entitled to one vote for each share it holds. Each shareholder may exercise
        such voting right either in person or by proxy; provided , however ,
        that no
        proxy shall be valid after the expiration of eleven months from the date
        such
        proxy was authorized unless otherwise provided in the proxy. A duly executed
        proxy shall be irrevocable if it states that it is irrevocable and if, and
        only
        as long as, it is coupled with an interest sufficient in the law of the Republic
        of the Marshall Islands to support an irrevocable power. A shareholder may
        revoke any proxy which is not irrevocable by attending the meeting and voting
        in
        person or by filing an instrument in writing revoking the proxy or another
        duly
        executed proxy bearing a later date with the Secretary of the Corporation.
        Any
        action required to be taken or which may be taken at any annual or special
        meeting of the shareholders of the Corporation may be taken without a meeting
        if
        a consent in writing, setting forth the action so taken, is signed by all
        of the
        shareholders entitled to vote with respect to the subject matter
        thereof.
  SECTION
        2.09.  Fixing
        of Record Date. The
        Board may fix a time not more than sixty (60) nor less than
        fifteen (15) days prior to the date of any meeting of shareholders as the
        time as of which shareholders entitled to notice of and to vote at such a
        meeting shall be determined, and all persons who were holders of record of
        voting shares at such time and no others shall be entitled to notice of and
        to
        vote at such meeting. The Board may fix a time not exceeding sixty (60)
        days preceding the date fixed for the payment of any dividend, the making
        of any
        distribution, the allotment of any rights or the taking of any other action,
        as
        a record time for the determination of the shareholders entitled to receive
        any
        such dividend, distribution, or allotment or for the purpose of such other
        action.
  **ARTICLE
        III**
  **DIRECTORS**
  SECTION
        3.01.  Powers;
        Number. The
        business and affairs of the Corporation shall be managed by or under the
        direction of the Board, which, subject to the provisions of the Amended and
        Restated Articles of Incorporation of the Corporation, shall consist of such
        number of directors as shall be fixed by a vote of not less than a majority
        of
        the entire Board or by the affirmative vote of holders of a majority of the
        outstanding capital stock from time to time. Each director shall serve his
        respective term of office until his successor shall have been elected and
        qualified, except in the event of his death, resignation or removal. No decrease
        in the number of directors shall shorten the term of any incumbent director.
        The
        directors need not be residents of the Republic of the Marshall Islands or
        shareholders of the Corporation. As used in these Bylaws, the phrase “entire
        Board” means the total number of directors that the Corporation would have if
        there were no vacancies or unfilled newly created directorships.
   3
   SECTION
        3.02.  How
        Elected. Except
        as otherwise provided by law or in Section 3.05 of this Article III, the
        directors of the Corporation (other than the first Board if named in the
        Amended
        and Restated Articles of Incorporation or designated by the incorporators)
        shall
        be elected at the annual meeting of shareholders. Each director shall be
        elected
        to serve until the third succeeding annual meeting of shareholders and until
        his
        successor shall have been duly elected and qualified, except in the event
        of his
        death, resignation, removal or the earlier termination of his term of
        office.
  SECTION
        3.03.  Nomination
        of Directors. (a)  Only persons who are nominated in accordance with the following
        procedures shall be eligible for election as directors of the Corporation,
        except as may be otherwise provided in the Amended and Restated Articles
        of
        Incorporation with respect to the right of holders of Preferred Stock of
        the
        Corporation to nominate and elect a specified number of directors in certain
        circumstances. Nominations of persons for election to the Board may be made
        at
        any annual meeting of shareholders (i) by or at the direction of the Board
        (or any duly authorized committee thereof) or (ii) by any shareholder of
        the Corporation (A) who is a shareholder of record on the date of the
        giving of the notice provided for in this Section 3.03 of this
        Article III and on the record date for the determination of shareholder
        entitled to vote at such meeting and (B) who complies with the notice
        procedures set forth in Section 3.03(b) of this
        Article III.
  (b)  In
        addition to any other applicable requirements, for a nomination to be made
        by a
        shareholder, such shareholder must have given timely notice thereof in proper
        written form to the Secretary of the Corporation. To be timely, a shareholder’s
        notice to the Secretary of the Corporation must be delivered to or mailed
        and
        received at the principal executive offices of the Corporation not less than
        ninety (90) days nor more than one-hundred twenty (120) days prior to
        the anniversary date of the immediately preceding annual meeting of
        shareholders. In the event the annual general meeting is called for a date
        that
        is not within thirty (30) days before or after such anniversary date,
        notice by the shareholder must be given not later than ten days following
        the
        earlier of the date on which notice of the annual general meeting was mailed
        to
        shareholders or the date on which public disclosure of the date of the annual
        general meeting was made. In the case of a special general meeting called
        for
        the purpose of electing directors, notice by the shareholder must be given
        not
        later than ten days following the earlier of the date on which notice of
        the
        special general meeting was mailed to shareholders or the date on which public
        disclosure of the date of the special general meeting was made.
  (c)  To
        be in
        proper written form, a shareholder’s notice to the Secretary of the Corporation
        must set forth: (i) as to each person whom the shareholder proposes to
        nominate for election as a director (A) the name, age, business address and
        residence address of the person, (B) the principal occupation or employment
        of the person, (C) the class or series and number of shares of capital
        stock of the Corporation which are owned beneficially or of record by the
        person
        and (D) any other information relating to the person that would be required
        to be disclosed in a proxy statement or other filings required to be made
        in
        connection with solicitations of proxies for election of directors pursuant
        to
        Section 14 of the United States Securities Exchange Act of 1934, as amended
        (the “ Exchange
        Act ”),
        and
        the rules and regulations promulgated thereunder applicable to issuers that
        are
        not foreign private issuers and (ii) as to the shareholder giving the
        notice (A) the name and record address of such shareholder, (B) the
        class or series and number of shares of capital stock of the Corporation
        which
        are owned beneficially and of record by such shareholder, (C) a description
        of all arrangements or understandings between such shareholder and each proposed
        nominee and any other person and persons (including their names) pursuant
        to
        which the nomination(s) are to be made by such shareholder, (D) a
        representation that such shareholder intends to appear in person or by proxy
        at
        the meeting to nominate the person or persons named in its notice and
        (E) any other information relating to such shareholder that would be
        required to be disclosed in a proxy statement or other filings required to
        be
        made in connection with solicitations of proxies for election of directors
        pursuant to Section 14 of the Exchange Act and the rules and regulations
        promulgated thereunder. Such notice must be accompanied by a written consent
        of
        each proposed nominee to being named as a nominee and to serve as a director
        if
        elected.
   4
   (d)  No
        person
        shall be eligible for election as a director of the Corporation unless nominated
        in accordance with the procedures set forth in this Section 3.03 of this
        Article III. If the chairman of the meeting determines that a nomination
        was not made in accordance with the foregoing procedures, the chairman shall
        declare to the meeting that the nomination was defective and such defective
        nomination shall be disregarded.
  SECTION
        3.04.  Removal. Except
        as otherwise provided by applicable law, directors may only be removed by
        the
        shareholders in accordance with the provisions of the Amended and Restated
        Articles of Incorporation of the Corporation.
  Any
        or
        all of the directors may be removed for cause by the shareholders, provided
        notice is given to such director(s) of the shareholders meeting convened
        to
        remove him or her provided such removal is approved by the affirmative vote
        of a
        majority of the issued and outstanding shares of our capital stock entitled
        to
        vote for those directors. The notice must contain a statement of the intention
        to remove such director(s) and must be served on him or her not less than
        fourteen days before such shareholders meeting. Any such director is entitled
        to
        attend the meeting and be heard on the motion for his or her removal. No
        director may be removed without cause by either the shareholders or the Board
        of
        Directors.
  SECTION
        3.05.  Vacancies. Except
        as otherwise provided by applicable law, vacancies in the Board shall be
        filled
        as provided for in the Amended and Restated Articles of Incorporation of
        the
        Corporation.
  SECTION
        3.06.  Regular
        meetings. Regular
        meetings of the Board shall be held in Jersey, the Channel Islands such time
        as
        may be determined by resolution of the Board and no notice shall be required
        for
        any regular meeting. Except as otherwise provided by law, any business may
        be
        transacted at any regular meeting.
  SECTION
        3.07.  Special
        meetings. Special
        meetings of the Board may, unless otherwise provided by law, be called from
        time
        to time by the Chairman of the Board or the Chief Executive Officer. The
        Chief
        Executive Officer or the Chairman of the Board shall call a special meeting
        of
        the Board upon written request directed to either of them by any two directors
        stating the time, place and purpose of such special meeting. Special meetings
        of
        the Board shall be held in Jersey, the Channel Islands on a date and at such
        time as may be designated in the notice thereof.
  SECTION
        3.08.  Notice
        of Special Meeting. Notice
        of the date, time and place of each special meeting of the Board shall be
        given
        to each director at least forty-eight (48) hours prior to such meeting,
        unless the notice is given orally or delivered in person, in which case it
        shall
        be given at least twenty-four (24) hours prior to such meeting. For the
        purpose of this Section 3.08, notice shall be deemed to be duly given to a
        director if given to him personally (including by telephone) or if such notice
        be delivered to such director by mail, telegraph, cablegram, telex or
        teleprinter to his last known address. Neither the business to be transacted
        at,
        nor the purpose of, any regular or special meeting of the Board need be
        specified in the notice of such meeting, except for amendments to these Bylaws.
        Notice of a meeting need not be given to any director who submits a signed
        waiver of notice, whether before or after the meeting, or who attends the
        meeting without protesting, prior to the conclusion thereof, the lack of
        notice
        to him.
  SECTION
        3.09.  Quorum. A whole
        number of directors equal to at least a majority of the directors at the
        time in
        office, present in person or by proxy or conference telephone, shall constitute
        a quorum for the transaction of business. If at any meeting of the Board
        there
        shall be less than a quorum present, a majority of the directors present
        may
        adjourn the meeting from time to time without further notice. The act of
        the
        majority of the directors present at a meeting at which a quorum is present
        shall be the act of the Board.
  SECTION
        3.10.  Action
        By Consent of Board of Directors. Any
        action required or permitted to be taken at any meeting of the Board or 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 accordance with applicable
        law; provided , however ,
        that a
        majority of the members of the Board or such committee, as the case may be,
        shall not be physically located in the same country when executing any consent
        pursuant to this Section 3.10.
   5
   SECTION
        3.11.  Meetings
        by Conference Telephone. Members
        of the Board or any committee thereof may participate in a meeting of the
        Board
        or such committee by means of conference telephone or other communications
        equipment by means of which all persons participating in the meeting can
        hear
        each other, and such participation in a meeting shall constitute presence
        in
        person at such meeting; provided , however ,
        that a
        majority of the members of the Board or such committee, as the case may be,
        shall not be physically located in the same country when acting pursuant
        to this
        Section 3.11.
  SECTION
        3.12.  Records. The
        Board shall cause to be kept a record containing the minutes of the proceedings
        of the meetings of the Board and of the shareholders, appropriate stock books
        and registers and such books of records and accounts as may be necessary
        of the
        proper conduct of the business of the Corporation. The books and records
        of the
        Corporation may be kept outside the Republic of the Marshall Islands at such
        place or places as may from time to time be designated by the Board or as
        the
        business of the Corporation may from time to time require.
  SECTION
        3.13.  Interested
        Directors. No
        contract or transaction between the Corporation and one or more of its directors
        or officers, or between the Corporation and any other corporation, partnership,
        association or other organization in which one or more of its directors or
        officers are directors or officers, or have a financial interest, shall be
        void
        or voidable solely for this reason, or solely because the director or officer
        is
        present at or participates in the meeting of the Board or committee thereof
        which authorizes the contract or transaction, or solely because his or her
        or
        their votes are counted for such purpose, if: (i) the material facts as to
        his or her relationship or interest and as to the contract or transaction
        are
        disclosed or are known to the Board or the committee and the Board or committee
        in good faith authorizes the contract or transaction by the affirmative vote
        of
        a majority of the disinterested directors, or, if the votes of the disinterested
        directors are insufficient to constitute an act of the Board as defined in
        Section 55 of the Marshall Islands Business Corporations Act, by unanimous
        vote
        of the disinterested directors, (ii) the material facts as to his
        relationship or interest and as to contract or transaction are disclosed
        or are
        known to the shareholders entitled to vote thereon, and the contract or
        transaction is specifically approved in good faith by vote of the shareholders
        or (iii) the contract or transaction is fair as to the Corporation as of
        the time it is authorized, approved or ratified by the Board, a committee
        thereof or the shareholders. Common or interested directors may be counted
        in
        determining the presence of a quorum at a meeting of the Board or of a committee
        which authorizes the contract or transaction.
  SECTION
        3.14.  Compensation
        of Directors and Members of Committees. The
        Board may from time to time, in its discretion, fix the amounts which shall
        be
        payable to members of the Board and to members of any committee, for attendance
        at the meetings of the Board or of such committee and for services rendered
        to
        the Corporation.
  **ARTICLE
        IV**
  **COMMITTEES**
  SECTION
        4.01.  Committees. The
        Board may, by resolution or resolutions passed by a majority of the entire
        Board, designate from among its members one or more committees; provided , however ,
        that no
        committee shall have the power or authority to (i) fill a vacancy in the
        Board or in a committee thereof, (ii) amend or repeal any Bylaw or adopt
        any new Bylaw, (iii) amend or repeal any resolution of the entire Board,
        (iv) increase the number of directors on the Board or (v) remove any
        director. The Board shall designate an Audit Committee, which shall at all
        times
        be comprised of at least two members that are considered “independent” under the
        rules of the stock exchange that the Corporation’s common stock is listed on.
        Initially, the entire Board shall be the audit committee. Members of any
        committee shall hold office for such period as may be prescribed by the vote
        of
        the entire Board, subject, however, to removal at any time by the vote of
        the
        Board. Vacancies in membership of such committees shall be filled by vote
        of the
        Board. Committees may adopt their own rules of procedures and may meet at
        stated
        times or on such notice as they may determine. Each committee shall keep
        a
        record of its proceedings and report the same to the Board when
        required.
   6
   **ARTICLE
        V**
  **OFFICERS**
  SECTION
        5.01.  Number
        and Designation. The
        Board shall appoint a Chief Executive Officer, Chief Financial Officer and
        Secretary and such other officers as it may deem necessary. Officers may
        be of
        any nationality and need not be residents of the Republic of the Marshall
        Islands; provided, however, that all major decisions of the officers shall
        be
        made in Jersey, the Channel Islands. The officers shall be appointed by the
        Board at its first meeting following the appointment of directors, (except
        that
        the initial officers may be named by the Board at its first meeting following
        such Board’s appointment in the Amended and Restated Articles of Incorporation
        or as designated by the incorporators) but in the event of the failure of
        the
        Board to so appoint any officer, such officer may be elected at any subsequent
        meeting of the Board. The salaries of officers and any other compensation
        paid
        to them shall be fixed from time to time by the Board. The Board may at any
        meeting appoint additional officers. Each officer shall hold office until
        his
        successor shall have been duly appointed and qualified except in the event
        of
        the earlier termination of his term of office, through death, resignation,
        removal or otherwise. Any officer may be removed by the Board at any time
        with
        or without cause. Any vacancy in an office may be filled for the unexpired
        position of the term of such office by the Board at any regular or special
        meeting.
  SECTION
        5.02.  Chief
        Executive Officer. In the
        absence of the Chairman of the Board or an appointee of the Board, the Chief
        Executive Officer of the Corporation shall preside at all meetings of the
        Board
        and of the shareholders at which he or she shall be present. The Chief Executive
        Officer shall perform all duties incident to the office of Chief Executive
        Officer of a corporation and such other duties as may, from time to time,
        be
        assigned to him or her by the Board or as may be provided by law.
  SECTION
        5.03.  Chief
        Financial Officer. The
        Chief Financial Officer shall have general supervision over the care and
        custody
        of the funds, securities, and other valuable effects of the Corporation and
        shall deposit the same or cause the same to be deposited in the name of the
        Corporation in such depositories as the Board may designate, shall disburse
        the
        funds of the Corporation as may be ordered by the Board, shall have supervision
        over the accounts of all receipts and disbursements of the Corporation, shall,
        whenever required by the Board, render or cause to be rendered financial
        statements of the Corporation, shall have the power and perform the duties
        usually incident to the office of Chief Financial Officer and shall have
        such
        powers and perform other duties as may be assigned to him by the Board or
        Chief
        Executive Officer.
  SECTION
        5.04.  Secretary. The
        Secretary shall act as secretary of all meetings of the shareholders and
        of the
        Board at which he is present, shall have supervision over the giving and
        serving
        of notices of the Corporation, shall be the custodian of the corporate records
        and of the corporate seal of the Corporation, shall be empowered to affix
        the
        corporate seal to those documents, the execution of which, on behalf of the
        Corporation under its seal, is duly authorized and when so affixed may attest
        the same, and shall exercise the powers and perform such other duties as
        may be
        assigned to him by the Board or the Chief Executive Officer.
  SECTION
        5.05.  Other
        Officers. Officers
        other than those treated in Sections 5.02 through 5.04 of this Article V
        shall exercise such powers and perform such duties as may be assigned to
        them by
        the Board or the Chief Executive Officer.
  SECTION
        5.06.  Bond. The
        Board shall have power to the extent permitted by law to require any officer,
        agent or employee of the Corporation to give bond for the faithful discharge
        of
        his duties in such form and with such surety as the Board may deem
        advisable.
   7
   **ARTICLE
        VI**
  **CERTIFICATES
        FOR SHARES**
  SECTION
        6.01.  Form
        and Issuance. (a)  Every holder of stock in the Corporation shall be entitled to
        have a certificate in form meeting the requirements of law and approved by
        the
        Board that certifies the number of shares owned by him or her in the
        Corporation. Certificates shall be signed by (i) the Chief Executive
        Officer or the Chairman of the board and (ii) by the Secretary or any
        Assistant Secretary or the Chief Financial Officer or any Assistant Financial
        Officer. These signatures may be facsimiles if the certificate is countersigned
        by a transfer agent or registered by a registrar other than the Corporation
        itself or its employee.
  (b)  For
        each
        class or series of stock that the Corporation shall be authorized to issue,
        the
        powers, designations, preferences and relative, participating, optional or
        other
        special rights of each class of stock or series thereof and the qualifications,
        limitations or restrictions of such preferences or rights shall be set forth
        in
        full or summarized on the face or back of the certificate which the Corporation
        shall issue to represent each class or series of stock; provided, however,
        that,
        except as otherwise required by the Business Corporation Act of the Republic
        of
        the Marshall Islands, in lieu of the foregoing requirements, there may be
        set
        forth on the face or back of the certificate which the Corporation shall
        issue
        to represent such class or series of stock, a statement that the Corporation
        will furnish without charge to each shareholder that so requests the powers,
        designations, preferences and relative, participating, optional or other
        special
        rights of each class of stock or series thereof and the qualifications,
        limitations or restrictions of such preferences or rights.
  SECTION
        6.02.  Transfer. The
        Board shall have power and authority to make such rules and regulations as
        they
        may deem expedient concerning the issuance, registration and transfer of
        certificates representing shares of the Corporation’s stock, and may appoint
        transfer agents and registrars thereof.
  SECTION
        6.03.  Loss
        of Stock Certificates. The
        Board may direct a new certificate of stock to be issued in place of any
        certificate or certificates theretofore issued by the Corporation alleged
        to
        have been lost or destroyed, upon the making of an affidavit of that fact
        by the
        person claiming the certificate of stock to be lost or destroyed. When
        authorizing such issue of a new certificate or certificates, the Board may,
        in
        its discretion and as a condition precedent to the issuance thereof, require
        the
        owner of such lost or destroyed certificate or certificates, or his legal
        representative, to advertise the same in such manner as it shall require
        and/or
        give the Corporation a bond in such sum as it may direct as indemnity against
        any claim that may be made against the Corporation with respect to the
        certificate alleged to have been lost or destroyed.
  **ARTICLE
        VII**
  **DIVIDENDS**
  SECTION
        7.01.  Declaration
        and Form. Dividends may be declared in conformity with law by, and at the discretion
        of,
        the Board at any regular or special meeting. Dividends may be declared and
        paid
        in cash, stock or other property of the Corporation.
  **ARTICLE
        VIII**
  **NEGOTIABLE
        INSTRUMENTS, CONTRACTS, ETC.**
  SECTION
        8.01.   Signatures
        on Checks, Etc. All
        checks, drafts, bills of exchange, notes or other instruments or orders for
        the
        payment of money or evidences of indebtedness shall be signed for or in the
        name
        of the Corporation by at least two officers, or an officer and Corporation
        employee, as the Board may from time to time designate by
        resolution.
  SECTION
        8.02.  Execution
        of Contracts. The
        Chief Executive Officer, the Chief Financial Officer or any vice president,
        and
        any other officer or officers that the Board may designate shall have full
        authority in the name of and on behalf of the Corporation to enter into any
        contract or execute and deliver any instruments or notes, or other evidences
        of
        indebtedness unless such authority shall be limited by the Board to specific
        instances.
  SECTION
        8.03.  Bank
        Accounts. All
        funds of the Corporation shall be deposited from time to time to the credit
        of
        the Corporation in such banks, trust companies or other depositories as the
        Board may select or as may be selected by any two officers or agents of the
        Corporation to whom such power may from time to time be delegated by the
        Board.
   8
   **ARTICLE
        IX**
  **INDEMNIFICATION**
  SECTION
        9.01.  Right
        to Indemnification. The
        Corporation shall indemnify and hold harmless, to the fullest extent permitted
        by applicable law as it presently exists or may hereafter be amended, any
        person
        (a “ Covered
        Person ”)
        who
        was or is made or is threatened to be made a party to or a witness in or
        is
        otherwise involved in any action, suit, claim, inquiry or proceeding, whether
        civil, criminal, administrative or investigative (including an action by
        or in
        the right of the Corporation) and whether formal or informal (a “ Proceeding ”),
        by
        reason of the fact that he or she, or a person for whom he or she is the
        legal
        representative, is or was a director or officer of the Corporation or, while
        a
        director or officer of the Corporation, is or was serving at the request
        of the
        Corporation as a director, officer, employee, trustee or agent of another
        corporation or of a partnership, joint venture, trust, nonprofit entity or
        other
        entity, including service with respect to employee benefit plans, against
        all
        liability and loss suffered, and expenses (including attorneys’ fees) actually
        and reasonably incurred, by such Covered Person in connection with such
        Proceeding. Notwithstanding the preceding sentence, except as otherwise provided
        in Section 9.03, the Corporation shall be required to indemnify or advance
        expenses to a Covered Person in connection with a Proceeding (or part thereof)
        commenced by such Covered Person (and not by way of defense) only if the
        commencement of such Proceeding (or part thereof) by the Covered Person
        (i) was authorized in the specific case by the Board, or (ii) was
        brought to establish or enforce a right to indemnification under these Bylaws,
        the Corporation’s Amended and Restated Articles of Incorporation, any agreement,
        the Business Corporation Act of the Republic of the Marshall Islands or
        otherwise.
  SECTION
        9.02.  Prepayment
        of Expenses. The
        Corporation shall to the fullest extent not prohibited by applicable law
        pay the
        expenses (including attorneys’ fees) actually and reasonably incurred by a
        Covered Person who was or is made or is threatened to be made a party to
        or a
        witness in or is otherwise involved in any Proceeding, by reason of the fact
        that he or she, or a person for whom he or she is the legal representative,
        is
        or was a director or officer of the Corporation or, while a director or officer
        of the Corporation, is or was serving at the request of the Corporation as
        a
        director, officer, employee, trustee or agent of another corporation or of
        a
        partnership, joint venture, trust, nonprofit entity or other entity, including
        service with respect to employee benefit plans in advance of its final
        disposition, provided, however, that, to the extent required by law, such
        payment of expenses in advance of the final disposition of the proceeding
        shall
        be made only upon receipt of an undertaking by the Covered Person to repay
        all
        amounts advanced if it should be ultimately determined that the Covered Person
        is not entitled to be indemnified under this Article IX or
        otherwise.
  SECTION
        9.03.  Claims. If a
        claim for indemnification (following the final disposition of such action,
        suit
        or proceeding) or advancement of expenses under this Article IX is not paid
        in full within thirty days after a written claim therefor by the Covered
        Person
        has been presented to the Corporation, the Covered Person may file suit against
        the Corporation to recover the unpaid amount of such claim and, if successful
        in
        whole or in part, shall be entitled to be paid the expense of prosecuting
        such
        claim. In addition, the Covered Person may file suit against the Corporation
        to
        establish a right to indemnification or advancement of expenses. In any such
        action the Corporation shall have the burden of proving by clear and convincing
        evidence that the Covered Person is not entitled to the requested
        indemnification or advancement of expenses under applicable law.
  SECTION
        9.04.  Nonexclusivity
        of Rights. The
        rights conferred on any Covered Person by this Article IX shall not be
        exclusive of any other rights which such Covered Person may have or hereafter
        acquire under any statute, provision of the certificate of incorporation,
        these
        Bylaws, agreement, vote of shareholders or disinterested directors or
        otherwise.
  SECTION
        9.05.  Other
        Sources. The
        Corporation’s obligation, if any, to indemnify or to advance expenses to any
        Covered Person who was or is serving at its request as a director, officer,
        employee or agent of another corporation, partnership, joint venture, trust,
        enterprise or nonprofit entity shall be reduced to the extent such Covered
        Person has otherwise actually received payment (under any insurance policy
        or
        otherwise) of the amounts otherwise payable by the Corporation.
   9
   SECTION
        9.06.  Amendment
        or Repeal. Any
        repeal or modification of the provisions of this Article  X shall not
        adversely affect any right or protection hereunder of any Covered Person
        in
        respect of any act or omission occurring prior to the time of such repeal
        or
        modification.
  SECTION
        9.07.  Other
        Indemnification and Prepayment of Expenses. This
        Article IX shall not limit the right of the Corporation, to the extent and
        in the manner permitted by law, to indemnify and to advance expenses to persons
        other than Covered Persons when and as authorized by appropriate corporate
        action.
  SECTION
        9.08.  Insurance. The
        Corporation shall have the power to purchase and maintain insurance on behalf
        of
        any person who is or was a director or officer of the Corporation or is or
        was
        serving at the request of the Corporation as a director or officer against
        any
        liability asserted against such person and incurred by such person in such
        capacity whether or not the Corporation would have the power to indemnify
        such
        person against such liability by law or under the provisions of these
        Bylaws.
  **ARTICLE
        X**
  **GENERAL
        PROVISIONS**
  SECTION
        10.01.  Form. The Seal
        of the Corporation, if any, shall be circular in form, with the name of the
        Corporation in the circumference and such other appropriate legend as the
        Board
        may from time to time determine.
  SECTION
        10.02.  Resignation
        and Removal of Officers and Directors. Any
        director or officer of the Corporation may resign as such at any time by
        giving
        written notice to the Board or to the Chief Executive Officer or the Secretary
        of the Corporation, and any member of any committee may resign by giving
        notice
        either as aforesaid or to the committee of which he is a member or to the
        chairman thereof. Any such resignation shall take effect at the time specified
        therein or, if the time be not specified, upon receipt thereof; and unless
        otherwise specified therein, acceptance of such resignation shall not be
        necessary to make it effective.
  SECTION
        10.03.  Fiscal
        Year. The
        fiscal year of the Corporation shall be such period of twelve consecutive
        months
        as the Board may by resolution designate. Initially, the fiscal year of the
        Corporation shall end on December 31 of each year.
  SECTION
        10.04.  Amendments. These
        Bylaws may be amended, added to, altered or repealed, or new Bylaws may be
        adopted, solely at any regular or special meeting of the Board by the
        affirmative vote of a majority of the entire Board.
  SECTION
        10.05.  Savings
        Clause. These
        Bylaws are subject to the provisions of the Amended and Restated Articles
        of
        Incorporation of the Corporation and applicable law. If any provision of
        these
        Bylaws is inconsistent with the Business Corporation Act of the Republic
        of the
        Marshall Islands, such provision shall be invalid only to the extent of such
        conflict, and such conflict shall not affect the validity of any other provision
        of these Bylaws.
     10