**Exhibit 3.2**

 

**eAcceleration Corp.**

 

**AMENDED AND RESTATED BYLAWS**

 

*** * * * * ***

 

**ARTICLE I**

 

**OFFICES**

 

**Section 1.**                                Theregistered office shall be in the city of Wilmington, County of New Castle,State of Delaware.

 

The corporation may also have offices at such other places both withinand without the State of Delaware as the board of directors may from time totime determine or the business of the corporation may require.

 

**ARTICLE II**

 

# **MEETING OF STOCKHOLDERS**

 

**Section 1.**                                Allmeetings of the stockholders for the election of directors shall be held atsuch place as may be fixed from time to time by the board of directors eitherwithin or without the State of Delaware as shall be designated from time totime by the board of directors and stated in the notice of the meeting.  Meetings of stockholders for any otherpurpose may be held at such time and place, within or without the State ofDelaware, as shall be stated in the notice of the meeting or in a duly executedwaiver of notice thereof.

 

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**Section 2.**                                Annualmeetings of stockholders shall be held on the third Thursday of June ifnot a legal holiday, and if a legal holiday, then on the next secular dayfollowing, at 11:00 a.m., or at such other date and time as shall be designatedfrom time to time by the board of directors and stated in the notice ofmeeting, at which they shall elect by a plurality vote those directors whoseterms have expired pursuant to the provisions of the Certificate ofIncorporation, and transact such other business as may properly be broughtbefore the meeting.

 

**Section 3.**                                Writtennotice of the annual meeting stating the place, date and hour of the meetingshall be given to each stockholder entitled to vote at such meeting not lessthan ten nor more than fifty days before the date of the meeting.

 

**Section 4.**                                Theofficer who has charge of the stock ledger of the corporation shall prepare andmake, at least ten days before every meeting of stockholders, a complete listof the stockholders entitled to vote at the meeting, arranged in alphabeticalorder, and showing the address of each stockholder and the number of sharesregistered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for anypurpose germane to the meeting, during ordinary business hours for a period ofat least ten days prior to the meeting, either at a place within the city wherethe meeting is to be held, which place shall be specified in the notice ofmeeting, or, if not specified, at the place where the meeting is to beheld.  The list shall also be producedand kept at the time and place of the meeting during the whole time thereof,and may be inspected by any stockholder who is present.

 

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**Section 5.**                                Specialmeetings of the stockholders, for any purpose or purposes, may be called onlyat the written request of the Chairman of the Board, the President, a majorityof the Board of Directors or by stockholders owning at least sixty-six and two-thirdspercent (66-2/3%) of the entire voting power of the corporation’s capitalstock.  Such request shall state thepurpose or purposes of the proposed meeting.

 

**Section 6.**                                Writtennotice of a special meeting stating the place, date and hour of the meeting andthe purpose for which the meeting is called, shall be given not less than tennor more than fifty days before the date of the meeting to each stockholderentitled to vote at such meeting.

 

**Section 7.**                                Businesstransacted at any special meeting of stockholders shall be limited to thepurposes stated in the notice.

 

**Section 8.**                                Theholders of one-third (1/3) of the stock issued and outstanding and entitled tovote thereat, present in person or represented by proxy, shall constitute aquorum at all meetings of the stockholders for the transaction of businessexcept as otherwise provided by statute or by the certificate ofincorporation.  If, however, such quorumshall not be present or represented at any meeting of the stockholders, thestockholders entitled to vote thereat, present in person or represented byproxy, shall have power to adjourn the meeting from time to time, withoutnotice other than announcement at the meeting, until a quorum shall be presentor represented.  At such adjournedmeeting, at which a quorum shall be present or represented, any business may betransacted which might have been transacted at the meeting as originallynotified.  If the adjournment is for morethan thirty days, or if after the adjournment a new record 

 

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date is fixed for the adjourned meeting, a notice of the adjournedmeeting shall be given to each stockholder of record entitled to vote at themeeting.

 

**Section 9.**                                Whena quorum is present at any meeting, the vote of the holders of a majority ofthe stock having voting power present in person or represented by proxy shalldecide any question brought before such meeting, unless the question is oneupon which by express provision of the statutes or of the certificate of incorporation,a different vote is required in which case such express provision shall governand control the decision of such question.

 

**Section 10.**                         Unlessotherwise provided in the certificate of incorporation or certificates ofdesignations, and preferences, each stockholder shall at every meeting of thestockholders be entitled to one vote in person or by proxy for each share ofthe capital stock having voting power held by such stockholder, but no proxyshall be voted on after three years from its date, unless the proxy providesfor a longer period.

 

**ARTICLE III**

 

## **DIRECTORS**

 

**Section 1.**                                Thenumber of directors which shall constitute the whole board shall be not lessthan two (2) nor more than eleven (11). The number of directors constituting the whole board is initially set attwo (2) and may be changed from time to time by resolution of the board ofdirectors.  No director need be astockholder of the corporation.  Anydirector may be removed from office at any time by the affirmative vote ofstockholders of record holding a majority of the outstanding shares of stock ofthe corporation entitled to vote, at a meeting of the stockholders called forthat purpose.

 

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**Section 2.**                                Eachdirector shall serve until his successor shall have been duly elected andqualified, unless he shall resign, become disqualified, disabled or shallotherwise be removed.  Whenever a vacancyoccurs on the board of directors, the remaining directors have the power tofill the vacancy by electing a successor director to fill that portion of theunexpired term resulting from the vacancy. An increase in the size of the board of directors shall be deemed tocreate one vacancy for each number of directors in excess of the number ofdirectors prior to such increase in the size of the board of directors.

 

**Section 3.**                                Thebusiness of the corporation shall be managed by its board of directors, whichmay exercise all such powers of the corporation and do all such lawful acts andthings as are not by statute or by these by-laws directed or required to beexercised or done by the stockholders.

 

**Section 4.**                                Theboard of directors shall choose a chairman of the board of directors who shallpreside at all meetings of stockholders and directors.

 

**Section 5.**                                Theboard of directors of the corporation may hold meetings, both regular andspecial, either within or without the State of Delaware.

 

**Section 6.**                                Regularmeetings of the board of directors may be held without notice at such time andat such place as shall from time to time be determined by the board.

 

**Section 7.**                                Specialmeetings of the board may be called by the president or chairman of the boardon two days’ prior notice to each director, either personally or by mail,nationally recognized overnight courier service, confirmed electronic mail,facsimile transmission electronically confirmed or by telegram; specialmeetings shall be called by the 

 

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president or secretary in like manner and on like notice on the writtenrequest of two or more directors.

 

**Section 8.**                                Atall meetings of the board one-half of the board of directors shall constitute aquorum for the transaction of business and the act of a majority of thedirectors present at any meeting at which there is a quorum shall be the act ofthe board of directors, except as may be otherwise specifically provided bystatute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board ofdirectors, the directors present thereat may adjourn the meeting form time totime, without notice other than announcement at the meeting, until a quorumshall be present.

 

**Section 9.**                                Unlessotherwise restricted by the certificate of incorporation or these by-laws, anyaction required or permitted to be taken at any meeting of the board ofdirectors or of any committee thereof may be taken without a meeting, if allmembers of the board or committee, as the case may be, consent thereto inwriting, and the writing or writings are filed with the minutes of proceedingsof the board or committee.

 

**Section 10**.

 

(a)                                  Nominationsfor the election of directors may be made by the Board of Directors or by anystockholder entitled to vote for the election of directors.  Such nominations other than by the Board ofDirectors shall be made by notice in writing, delivered or mailed by firstclass United States mail, postage prepaid, to the Secretary of the corporationnot less than ninety (90) days prior to the first anniversary of the date ofthe last meeting of stockholders of the corporation called for the election ofdirectors.

 

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(b)                                 Eachnotice shall set forth (i) the name, age and address of the stockholder whointends to make the nomination and of the person or persons to be nominated;(ii) a representation that the stockholder is a holder of record of thecorporation entitled to vote at the meeting and intends to appear in person orby proxy at the meeting to nominate the person or persons specified in thenotice; (iii) the name, age, business address and, if known, residence addressof each nominee proposed in such notice; (iv) the principal occupation oremployment of each such nominee; (v) a description of all arrangements orunderstandings between the stockholder and each such nominee and any otherperson or persons (naming such person or persons) pursuant to which thenomination or nominations are to be made by the stockholder; (vi) such otherinformation regarding each such nominee as would have been required to beincluded in a proxy statement filed pursuant to the proxy rules of theSecurities and Exchange Commission had each nominee been nominated, or intendedto be nominated, by the Board of Directors of the corporation; and (vii) theconsent of each such nominee to serve as a director of the corporation if soelected.

 

(c)                                  TheChairman of any meeting of stockholders may, if the facts warrant, determineand declare to the meeting that a nomination was not made in accordance withthe foregoing procedure, and if he or she should so determine, the Chairmanshall so declare to the meeting and the defective nomination shall bedisregarded.

 

(d)                                 Exceptas required in the By-Laws no election need be by written ballot.

 

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## **COMMITTEES OF DIRECTORS**

 

**Section 11.**                         The boardof directors may, by resolution passed by a majority of the whole board,designate one or more committees, each committee to consist of one or more ofthe directors of the corporation.  Theboard may designate one or more directors as alternate members of anycommittee, who may replace any absent or disqualified member of any meeting ofthe committee.  In the absence ordisqualification of a member of a committee, the member or members thereofpresent at any meeting and not disqualified from voting, whether or not he orthey constitute a quorum, may unanimously appoint another member of the boardof directors to act at the meeting in the place of any such absent ordisqualified member.  Any such committee,to the extent provided in the resolution of the board of directors, shall haveand may exercise all the powers and authority of the board of directors in themanagement of the business and affairs of the corporation, and may authorizethe seal of the corporation to be affixed to all papers which may require it;but no such committee shall have the power or authority in reference toamending the certificate of incorporation, adopting an agreement of merger orconsolidation, recommending to the stockholders of sale, lease or exchange ofall or substantially all of the corporation’s property and assets, recommendingto the stockholders of a dissolution, or amending the by-laws of thecorporation; and, unless the resolution or the certificate of incorporationexpressly so provide, no such committee shall have the power or authority todeclare a dividend or to authorize the issuance of stock. Such committee orcommittees shall have such name or names as may be determined from time to timeby resolution adopted by the board of directors.

 

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**Section 12.**                         Eachcommittee shall keep regular minutes of its meetings and report the same to theboard of directors.

 

## **COMPENSATION OF DIRECTORS**

 

**Section 13.**                         Unless otherwiserestricted by the certificate of incorporation, the board of directors shallhave the authority to fix the compensation of directors.  The directors may be paid their expenses, ifany, of attendance at each meeting of the board of directors and may be paid afixed sum for attendance at each meeting of the board of directors or a statedsalary as director.  No such paymentshall preclude any director from serving the corporation in any other capacityand receiving compensation therefor. Members of special or standing committees may be allowed likecompensation for attending committee meetings.

 

### **ARTICLE IV**

 

## **NOTICES**

 

**Section 1.**                                          Whenever,under the provisions of the statutes or of the certificate of incorporation orof these by-laws, notice is required to be given to any director orstockholder, it shall not be construed to mean personal notice, but such noticemay be given in writing, by mail, nationally recognized overnight courierservices, confirmed electronic mail, facsimile transmission electronicallyconfirmed or by telegram, addressed to such director or stockholder, at hisaddress as it appears on the records of the corporation, with postage or otherdelivery charges thereon prepaid, and such notice shall be deemed to be givenat the time when the same shall be deposited in the United States mail ordelivered by a nationally recognized overnight courier service, confirmedelectronic mail, facsimile transmission electronically confirmed or bytelegram.  Notice to directors may alsobe given by telephone.

 

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**Section 2.**                                Wheneverany notice is required to be given under the provisions of the statutes or ofthe certificate of incorporation or of these by-laws, a waiver thereof inwriting, signed by the person or persons entitled to said notice, whetherbefore or after the time stated therein, shall be deemed equivalent thereto.

 

**ARTICLE V**

 

**OFFICERS**

 

**Section 1.**                                Theofficers of the corporation shall be chosen by the board of directors and shallbe a chairman of the board of directors, a president, one or more vice-presidents,a secretary and a treasurer.  The boardof directors may also choose additional vice-presidents, and one or moreassistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless thecertificate of incorporation or these by-laws otherwise provide.

 

**Section 2.**                                Theboard of directors at its first meeting after each annual meeting ofstockholders shall choose a chairman of the board of directors, a president,one or more vice-presidents, a secretary and a treasurer.

 

**Section 3.**                                Theboard of directors may appoint such other officers and agents as it shall deemnecessary who shall hold their offices for such terms and shall exercise suchpowers and perform such duties as shall be determined from time to time by theboard.

 

**Section 4.**                                Thesalaries and other compensation of all officers and agents of the corporationshall be fixed by the board of directors.

 

**Section 5.**                                Theofficers of the corporation shall hold office until their successors are chosenand qualify.  Any officer elected orappointed by the board of directors 

 

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may be removed at any time by the affirmative vote of a majority of theboard of directors.  Any vacancyoccurring in any office of the corporation shall be filled by the board ofdirectors.

 

## **CHAIRMAN OF THE BOARD**

 

**Section 6.**                                Thechairman of the board of directors shall preside at all meetings ofstockholders and directors.  Except whereby law the signature of the president is required, the chairman of the board ofdirectors shall possess the same power as the president to sign allcertificates, contracts, and other instruments of the corporation which may beauthorized by the board of directors. During the absence or disability of the president, he or she shallexercise all powers and discharge all duties of the president.

 

## **THE PRESIDENT**

 

**Section 7.**                                Thepresident shall be the chief executive officer of the corporation, unless otherwiseresolved by the board of directors.  Thepresident shall have general and active management of the business of thecorporation and shall see that all orders and resolutions of the board ofdirectors are carried into effect.  Inthe absence of the chairman of the board of directors, the president shallpreside at all meetings of the stockholders and the board of directors.

 

The president shall execute bonds, mortgages and other contractsrequiring a seal, under the seal of the corporation, except where required orpermitted by law to be otherwise signed and executed and except where thesigning and execution thereof shall be expressly delegated by the board ofdirectors to some other officer or agent of the corporation.

 

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## **THE VICE PRESIDENTS**

 

**Section 8.**                                Inthe absence of the chairman of the board of directors or the president or inthe event of his inability or refusal to act, the vice president (or in theevent there be more than one vice president, the vice presidents in the orderdesignated, or in the absence of any designation, first any vice presidents inthe order of their election and then the remaining vice presidents in the orderof their election) shall perform the duties of the chairman of the board ofdirectors or the president, and when so acting, shall have all the powers ofand be subject to all the restrictions upon the chairman of the board ofdirectors or the president.  The vicepresidents shall perform such other duties and shall have other powers as theboard of directors may from time to time prescribe.

 

## **THE SECRETARY AND ASSISTANT SECRETARIES**

 

**Section 9.**                                Thesecretary shall attend all meetings of the board of directors and all meetingsof the stockholders and record all proceedings of the meetings of thecorporation and of the board of directors in a book to be kept for that purposeand shall perform like duties for the standing committees when required.  He shall give, or cause to be given, noticeof all meetings of the stockholders and special meetings of the board ofdirectors, and shall perform such other duties as may be prescribed by theboard of directors, the chairman of the board of directors or the president,under whose supervision he shall be.  Heshall have custody of the corporate seal of the corporation and he, or anassistant secretary, shall have authority to affix the same to any instrumentrequiring it and when so affixed, it may be attested by his signature or by thesignature of such assistant secretary. The board of directors may give general authority to any other officerto affix the seal of the corporation and to attest the affixing by hissignature.

 

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**Section 10.**                         Theassistant secretary, or if there be more than one, the assistant secretaries,in the order determined by the board of directors (or if there be no suchdetermination, then in the order of their election), shall, in the absence ofthe secretary or in the event of his inability or refusal to act, perform theduties and exercise the powers of the secretary and shall perform such otherduties and have such other powers as the board of directors may from time totime prescribe.

 

## **TREASURER AND ASSISTANT TREASURER**

 

**Section 11.**                         Thetreasurer shall have the custody of the corporate funds and securities andshall keep full and accurate accounts of receipts and disbursements in booksbelonging to the corporation and shall deposit all monies and other valuableeffects in the name and to the credit of the corporation in such depositoriesas may be designated by the board of directors.

 

**Section 12.**                         He shalldisburse the funds of the corporation as may be ordered by the board ofdirectors, taking proper vouchers for such disbursements, and shall render tothe chairman of the board of directors and the president and board ofdirectors, at its regular meetings, or when the board of directors so requires,an account of all his transactions as treasurer and of the financial conditionof the corporation.

 

**Section 13.**                         If requiredby the board of directors, he shall give the corporation a bond (which shall berenewed every six years) in such sum and with such surety or sureties as shallbe satisfactory to the board of directors for the faithful performance of theduties of his office and for the restoration to the corporation, in case of hisdeath, resignation, retirement or 

 

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removal from office, of all books, papers, vouchers, money and otherproperty of whatever kind in his possession or under his control belonging tothe corporation.

 

**Section 14.**                         Theassistant treasurer, of if there shall be more than one, the assistanttreasurers in the order determined by the board of directors (or if there be nosuch determination, then in the order of their election), shall, in the absenceof the treasurer or in the event of his inability or refusal to act, performthe duties and exercise the powers of the treasurer and shall perform suchother duties and have such other powers as the board of directors may from timeto time prescribe.

 

## **INDEMNIFICATION PROVISION**

 

**Section 15.**                         Thecorporation shall indemnify any person who was or is a party or is threatenedto be made a party to any threatened pending or completed action, suit orproceeding by reason of the fact that he is or was a director, officer,employee or an agent of the corporation or is or was serving at the request ofthe corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise, against allexpenses (including attorneys’ fees), judgments, fines and amounts paid insettlement actually and reasonably incurred by him in connection with thedefense or settlement of such action, suit or proceeding, to the fullest extentand in the manner set forth in and permitted by the General Corporation Law ofthe State of Delaware, as from time to time in effect, and any other applicablelaw, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any otherrights to which such director, officer, employee or agent and shall inure tothe benefit of the heirs, executors and administrators of each such person.

 

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The foregoing provisions of this Article shall be deemed to be acontract between the corporation and each director, officer, employee or agentwho serves in such capacity at any time while this Article, and the relevantprovisions of the General Corporation Law of the State of Delaware and otherapplicable law, if any, are in effect, and any repeal or modification thereofshall not affect any rights or obligations then existing with respect to anystate of facts then or theretofore existing or any action, suit or proceedingtheretofore existing or any action, suit or proceeding theretofore orthereafter brought or threatened based in whole or in part upon any such stateof facts.

 

**ARTICLE VI**

 

## **CERTIFICATES OF STOCK**

 

**Section 1.**                                Everyholder of stock in the corporation shall be entitled to have a certificate,signed by, or in the name of the corporation by the chairman of the board ofdirectors, the president or a vice president and the treasurer or an assistanttreasurer, or the secretary or an assistant secretary of the corporation, certifyingthe number of shares owned by him in the corporation.

 

Certificates may be issued for partly paid shares and in such case uponthe face or back of the certificates issued to represent any such partly paidshares, the total amount of the consideration to be paid therefor, and theamount paid thereon shall be specified.

 

If the corporation shall be authorized to issue more than one class ofstock or more than one series of any class, the powers, designations,preferences and relative, participating, optional or other special rights ofeach class of stock or series thereof and the qualifications, limitation orrestrictions of such preferences and/or rights shall be set forth in full 

 

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or summarized on the face or back of the certificate which thecorporation shall issue to represent such class or series of stock; providedthat, except as otherwise provided in Section 202 of the GeneralCorporation Law of Delaware, in lieu of the foregoing requirements, there maybe set forth on the face or back of the certificate which the corporation shallissue to represent such class or series of stock, a statement that thecorporation will furnish without charge to each stockholder who so requests thepowers, designations, preferences and relative, participating, optional orother special rights of each class of stock or series thereof and thequalifications, limitations or restrictions of such preferences and/or rights.

 

**Section 2.**                                Wherea certificate is countersigned (1) by a transfer agent other than thecorporation or its employee, or (2) by a registrar other than the corporationor its employee, any other signature on the certificate may be afacsimile.  In case any officer, transferagent or registrar who has signed or whose facsimile signature has been placedupon a certificate shall have ceased to be such officer, transfer agent orregistrar before such certificate is issued, it may be issued by thecorporation with the same effect as if he were such officer, transfer agent orregistrar at the date of issue.

 

## **LOST CERTIFICATES**

 

**Section 3.**                                Theboard of directors may direct a new certificate or certificates to be issued inplace of any certificate or certificates theretofore issued by the corporationalleged to have been lost, stolen or destroyed, upon the making of an affidavitof that fact by the person claiming the certificate of stock to be lost, stolenor destroyed.  When authorizing suchissue of a new certificate or certificates, the board of directors may, in itsdiscretion and as a condition precedent to the issuance hereof, require theowner of such lost, stolen or destroyed certificate or 

 

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certificates, or his legal representative, to advertise the same insuch manner as it shall required and/or to give the corporation a bond in suchsum as it may direct as indemnity against any claim that may be made againstthe corporation with respect to the certificate alleged to have been lost,stolen or destroyed.

 

## **TRANSFERS OF STOCK**

 

**Section 4.**                                Uponsurrender to the corporation or the transfer agent of the corporation of acertificate for shares duly endorsed or accompanied by proper evidence ofsuccession, assignment or authority to transfer, it shall be the duty of thecorporation to issue a new certificate to the person entitled thereto, cancelthe old certificate and record the transaction upon its books.

 

## **FIXING RECORD DATE**

 

**Section 5.**                                Inorder that the corporation may determine the stockholders entitled to notice ofor to vote at any meeting of stockholders or any adjournment thereof, or toexpress consent to corporate action in writing without a meeting, or entitledto receive payment of any dividend or other distribution or allotment of anyrights, or entitled to exercise any rights in respect of any change, conversionor exchange of stock or for the purpose of any other lawful action, the boardof directors may fix in advance a record date, which shall not be more thansixty nor less than ten days before the date of such meeting, nor more thansixty days prior to any other action.  Adetermination of stockholders of record entitled to notice of or to vote at ameeting of stockholders shall apply to any adjournment of the meeting;provided, however, that the board of directors may fix a new record date forthe adjourned meeting.

 

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## **REGISTERED STOCKHOLDERS**

 

**Section 6.**                                Thecorporation shall be entitled to recognize the exclusive right of a personregistered on its books as the owner of shares to receive dividends, and tovote as such owner, and to hold liable for calls and assessments a personregistered on its books as the owner of shares, and shall not be bound torecognize any equitable or other claim to or interest in such share or shareson the part of any other person, whether or not it shall have express or othernotice thereof, except as otherwise provided by the laws of Delaware.

 

### **ARTICLE VII**

 

#### **GENERALPROVISIONS**

 

## **DIVIDENDS**

 

**Section 1.**                                Dividendsupon the capital stock of the corporation, subject to the provisions of thecertificate of incorporation, if any, may be declared by the board of directorsat any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property,or in shares of the capital stock, subject to the provisions of the certificateof incorporation.

 

**Section 2.**                                Beforepayment of any dividend, there may be set aside out of any funds of thecorporation available for dividends such sum or sums as the directors from timeto time, in their absolute discretion, think proper as a reserve or reserves tomeet contingencies, or for equalizing dividends, or for repairing ormaintaining property of the corporation, or for such other purpose as thedirectors shall think conducive to the interest of the corporation, and thedirectors may modify or abolish any such reserve in the manner in which it wascreated.

 

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## **CHECKS**

 

**Section 3.**                                Allchecks or demands for money and notes of the corporation shall be signed bysuch officer or officers or such other person or persons as the board ofdirectors may from time to time designate.

 

##### **FISCAL YEAR**

 

**Section 4.**                                Thefiscal year of the corporation shall be January 1 through December 31unless otherwise fixed by resolution of the board of directors.

 

## **SEAL**

 

**Section 5.**                                Thecorporate seal shall have inscribed thereon the name of the corporation, theyear of its organization and the words, “Corporate Seal, Delaware.”  The seal may be used by causing it or a facsimilethereof to be impressed or affixed or reproduced or otherwise.

 

### **ARTICLE VIII**

 

**AMENDMENTS**

 

**Section 1.**                                Theseby-laws may be altered, amended, repealed or new by-laws may be adopted by thestockholders or by the board of directors, when such power is conferred uponthe board of directors by the certificate of incorporation, at any regularmeeting of the stockholders or of the board of directors or at any specialmeeting of the stockholders or of the board of directors if notice of suchalteration, amendment, repeal or adoption of new by-laws be contained in thenotice of such special meeting.

 

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v  v  v  v  v

 

**CERTIFICATE OF ADOPTION**

 

The undersigned, being the Secretary of eAccelerationCorp., hereby certifies that the foregoing is a true and correct copy of theAmended and Restated Bylaws of thecorporation reflecting all amendments to the Bylaws adopted by resolution ofthe Board of Directors through August 11, 2004.

 

 
|   | /s/ Diana T. Ballard |   |
|--------|----------------------|--------|
|   | Diana T. Ballard     |

 

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