EXHIBIT
3.1






AMENDED
AND RESTATED BYLAWS OF





NEOGENOMICS,
INC.,





a Nevada
Corporation,





As
Amended and Restated April 28, 2009








ARTICLE
I





STOCKHOLDERS'
MEETINGS








Section
1.1  Place of Meetings.





All
meetings of the stockholders of NeoGenomics, Inc. (the “Corporation”) shall
be held at the Corporation's corporate headquarters, or at any other place,
within or without the State of Nevada, or by means of any electronic or other
medium of communication, as the Board of Directors of the Corporation (the
“Board”) may
designate for that purpose from time to time.





Section
1.2  Annual Meetings.





An annual
meeting of the stockholders shall be held each year on the date and at the time
set by the Board, at which time the stockholders shall elect, by the greatest
number of affirmative votes cast, the directors to be elected at the meeting and
transact such other business as properly may be brought before the
meeting.





Section
1.3  Special Meetings.





Special
meetings of the stockholders, for any purpose or purposes whatsoever, may be
called at any time by the Chairman of the Board, the Chief Executive Officer or
the Board.





Section
1.4  Notice of Meetings.





(a)  Notice
of each meeting of stockholders, whether annual or special, shall be given at
least ten (10) and not more than sixty (60) days prior to the date thereof by
the Secretary or any Assistant Secretary causing to be delivered to each
stockholder of record entitled to vote at such meeting a written notice stating
the time and place of the meeting and the purpose or purposes for which the
meeting is called. Such notice shall be signed by the Chief Executive Officer,
the Secretary or any Assistant Secretary and shall be (a) mailed postage prepaid
to a stockholder at the stockholder's address as it appears on the stock books
of the Corporation, or (b) delivered to a stockholder by any other method of
delivery permitted at such time by Nevada and federal law and by any exchange on
which the Corporation's shares shall be listed at such time.  If any
stockholder has failed to supply an address or  otherwise specify an
alternative method of delivery that is permitted by (b) above, notice shall be
deemed to have been given if mailed to the address of the Corporation's
corporate headquarters or published at least once in a newspaper having general
circulation in the county in which the Corporation's corporate headquarters is
located.








(b)  It
shall not be necessary to give any notice of the adjournment of any meeting, or
the business to be transacted at an adjourned meeting, other than by
announcement at the meeting at which such adjournment is taken; provided,
however, that when a meeting is adjourned for 30 days or more, notice of the
adjourned meeting shall be given as in the case of the original
meeting.  The Corporation may transact any business which may have
been transacted at the original meeting.





Section
1.5  Consent by Stockholders.





Any
action, except the removal of directors, that the stockholders could take at a
meeting may be taken without a meeting if one or more written consents, setting
forth the action taken, shall be signed and dated, before or after such action,
by the holders of outstanding stock of each voting group entitled to vote
thereon having not less than the minimum number of votes with respect to each
voting group that would be necessary to authorize or take such action at a
meeting at which all voting groups and shares entitled to vote thereon were
present and voted.  The consent shall be delivered to the Corporation for
inclusion in the minutes or filing with the corporate records.





Section
1.6  Quorum.





(a)  The
presence in person or by proxy of the persons entitled to vote a majority of the
Corporation's voting shares at any meeting constitutes a quorum for the
transaction of business. Shares shall not be counted in determining the number
of shares represented or required for a quorum or in any vote at a meeting if
the voting of them at the meeting has been enjoined or for any reason they
cannot be lawfully voted at the meeting.





(b)  The
stockholders present at a duly called or held meeting at which a quorum is
present may continue to do business until adjournment, notwithstanding the
withdrawal of stockholders leaving less than a quorum.





(c)  In
the absence of a quorum, a majority of the shares present in person or by proxy
and entitled to vote may adjourn any meeting from time to time until a quorum
shall be present in person or by proxy.





Section
1.7  Voting Rights.





(a)  Except
as otherwise provided in the Corporation’s Articles of Incorporation (as the
same has been or may be amended from time to time, the "Articles"), at each
meeting of the stockholders, each stockholder of record of the Corporation shall
be entitled to one vote for each share of stock standing in the stockholder's
name on the books of the Corporation. Except as otherwise provided by law, the
Articles or these Bylaws, if a quorum is present:  (i) directors shall
be elected by a plurality of the votes of the shares of capital stock of the
Corporation present in person or represented by proxy at the meeting and
entitled to vote on the election of directors; and (ii) action on any matter,
other than the election of directors, shall be approved if the majority of votes
cast in person or by proxy are in favor of such action.





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(b)  The
Board may fix a date as the record date for the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders.
 Such record date shall not precede the date on which the Board adopted the
resolution fixing the record date and shall not be more than sixty (60) days or
less than ten (10) days prior to the date of such meeting.





Section
1.8  Proxies.





Every
stockholder entitled to vote may do so either in person or by written,
electronic, telephonic or other proxy executed in accordance with the provisions
of Section 78.355 of the Nevada Revised Statutes.





Section
1.9  Manner of Conducting Meetings.





To the
extent not in conflict with Nevada law, the Articles or these Bylaws, meetings
of stockholders shall be conducted pursuant to such rules as may be adopted by
the chairman of such meeting.





Section
1.10.  Nature of Business at Meetings of Stockholders.





(a) No
business may be transacted at any special meeting of stockholders, other than
business that is (a) 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), or the Chief Executive Officer or Chairman of the Board or
(b) otherwise properly brought before the meeting by or at the direction of the
Board (or any duly authorized committee thereof), the Chairman of the Board, or
the Chief Executive Officer.





(b) No
business may be transacted at any annual meeting of stockholders, other than
business that is (a) 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), (b) otherwise properly brought before the meeting by or at
the direction of the Board (or any duly authorized committee thereof), the
Chairman of the Board, or the Chief Executive Officer, or (c) otherwise properly
brought before the annual meeting by any stockholder of the Corporation (i) who
is a stockholder of record on the date of the giving of the notice provided for
in this Section 1.10 and on the record date for the determination of
stockholders entitled to vote at such annual meeting and (ii) who complies with
the notice procedures set forth in this Section 1.10.





(c)  In
addition to any other applicable requirements, for business to be properly
brought by a stockholder before an annual meeting, such stockholder must have
given timely notice thereof in proper written form to the Secretary of the
Corporation.





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(d)  To
be timely, a stockholder's notice to the Secretary must be delivered to or
mailed and received at the Corporation's corporate headquarters 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 stockholders;
provided, however, that in the event that the annual meeting is called for a
date that is not within thirty (30) days before or after such anniversary date,
notice by the stockholder in order to be timely must be so received not later
than the close of business on the tenth (10th) day
following the day on which notice of the date of the annual meeting was mailed
or public disclosure of the date of the annual meeting was made, whichever first
occurs.





(e)  To
be in proper written form, a stockholder's notice to the Secretary must set
forth as to each matter such stockholder proposes to bring before the annual
meeting of stockholders (a) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at the
meeting, (b) the name and record address of such stockholder, (c) the class or
series and number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (d) a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such stockholder and any material interest of such stockholder in such
business and (e) a representation that such stockholder intends to appear in
person or by proxy at the meeting to bring such business before the
meeting.





(f)  No
business shall be conducted at the annual meeting, or at any special meeting, of
stockholders except business brought before the meeting in accordance with the
procedures set forth in this Section 1.10. If the chairman of any meeting
determines that business was not properly brought before the meeting in
accordance with the foregoing procedures, the chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.





ARTICLE
II


DIRECTORS—MANAGEMENT





Section
2.1  Powers.





Subject
to the limitations of Nevada law, the Articles and these Bylaws as to action to
be authorized or approved by the stockholders, all corporate powers shall be
exercised by or under authority of, and the business and affairs of this
Corporation shall be controlled by, the Board.





Section
2.2  Number and Qualification; Change in Number





(a)  Subject
to Section 2.2(b), the authorized number of directors of this Corporation shall
be not less than two nor more than eight (8) , with the exact number to be
established from time to time by resolution of the Board. All directors of this
Corporation shall be at least twenty-one (21) years of age.





(b)  The
Board or the stockholders may increase the number of directors at any time and
from time to time; provided, however, that neither the Board nor the
stockholders may ever increase the number of directors by more than one during
any twelve (12) month period, except upon the affirmative vote of two-thirds
(2/3) of the directors, or the affirmative vote of the holders of two-thirds
(2/3) of all outstanding shares voting together and not by class. This provision
may not be amended except by a like vote.





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Section
2.3  Election.





Each
director's term of office shall begin immediately after election and shall
continue until the next annual stockholders meeting and his successor is duly
elected and qualified.  Directors elected by the Board or stockholders
to fill a vacancy on the Board shall hold office for the balance of the term to
which such director is elected.





Section
2.4.  Vacancies.





(a)  Any
vacancies in the Board may be filled by a majority vote of the remaining
directors, though less than a quorum, or by a sole remaining director. Each
director so elected shall hold office for the balance of the term to which such
director is elected. The power to fill vacancies may not be delegated to any
committee appointed in accordance with these Bylaws.





(b)  The
stockholders may at any time elect a director to fill any vacancy not filled by
the directors and may elect the additional director(s) at the meeting at which
an amendment of the Bylaws is voted authorizing an increase in the number of
directors.





(c)  A
vacancy or vacancies shall be deemed to exist in case of the death, permanent
and total disability, resignation, retirement or removal of any director, if the
directors or stockholders increase the authorized number of directors but fail
to elect the additional director or directors at a meeting at which such
increase is authorized or at an adjournment thereof, or if the stockholders fail
at any time to elect the full number of authorized directors.





(d)  If
the Board accepts the resignation of a director tendered to take effect at a
future time, the Board or the stockholders shall have power to immediately elect
a successor who shall take office when the resignation shall become
effective.





(e)  No
reduction of the number of directors shall have the effect of removing any
director prior to the expiration of such director's term of office.





Section
2.5  Removal of Directors.





Any one
or more director(s) may be removed from office, with or without cause, by the
affirmative vote of two-thirds of all the outstanding shares voting together and
not by class.





Section
2.6  Resignations.





Any
director of the Corporation may resign at any time either by oral tender of
resignation at any meeting of the Board or by giving written notice thereof to
the Chairman of the Board, Secretary or the Chief Executive Officer. Such
resignation shall take effect at the time it specifies, and the acceptance of
such resignation shall not be necessary to make it effective.





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Section
2.7  Place of Meetings.





(a)  Regular
and special meetings of the Board shall be held at the corporate headquarters of
the Corporation or at such other place within or without the State of Nevada as
may be designated for that purpose by the Board.





(b)  Meetings
of the Board may be held in person or by means of any electronic or other medium
of communication approved by the Board from time to time.





Section
2.8  Chairman of the Board.  Except as otherwise provided in
these bylaws, the Chairman of the Board shall preside at all meetings of the
Board of Directors.  The Chairman of the Board may, but need not be an
employee of the Corporation.





Section
2.9  Regular Meetings.





(a)  Regular
meetings of the Board shall be held at such time and place within or without the
State of Nevada as may be agreed upon from time to time by a majority of the
Board.





(b)  Notwithstanding
the provisions of Section 2.11, no notice need be provided of regular meetings,
except that a written notice shall be given to each director of the resolution
establishing a regular meeting date or dates, which notice shall set forth the
date, time and place of the meeting(s). Except as otherwise provided in these
Bylaws or the notice of the meeting, any and all business may be transacted at
any regular meeting of the Board.





Section
2.10  Special Meetings.





Special
meetings of the Board shall be held whenever called by the Chairman of the
Board, the Chief Executive Officer or two-thirds (2/3) of the directors. Except
as otherwise provided in these Bylaws or the notice of the meeting, any and all
business may be transacted at any special meeting of the Board.





Section
2.11  Notice; Waiver of Notice.





Notice of
each regular Board meeting not previously approved by the Board and each special
Board meeting shall be (a) mailed by U.S. mail to each director not later than
two (2) days before the day on which the meeting is to be held, (b) sent to each
director by overnight delivery service, telex, facsimile transmission, telegram,
cablegram, radiogram, e-mail, any other electronic transmission permitted by
Nevada law or delivered personally not later than 5:00 p.m. (EST time) on the
day before the date of the meeting, or (c) provided to each director by
telephone not later than 5:00 p.m. (EST time) on the day before the date of the
meeting. Any director who attends a regular or special Board meeting and (x)
waives notice by a writing filed with the Secretary, (y) is present thereat and
asks that his/her oral consent to the notice be entered into the minutes or (z)
takes part in the deliberations thereat without expressly objecting to the
notice thereof in writing or by asking that his/her objection be entered into
the minutes shall be deemed to have waived notice of the meeting and neither
that director nor any other person shall be entitled to challenge the validity
of such meeting.





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Section
2.12  Notice of Adjournment.





Notice of
the time and place of holding an adjourned meeting need not be given to absent
directors if the time and place is fixed at the meeting adjourned.





Section
2.13  Quorum.





A
majority of the number of directors as fixed by the Articles or these Bylaws, or
by the Board pursuant to the Articles or these Bylaws, shall be necessary to
constitute a quorum for the transaction of business, and the action of a
majority of the directors present at any meeting at which there is a quorum,
when duly assembled, is valid as a corporate act; provided, however, that a
minority of the directors, in the absence of a quorum, may adjourn from time to
time or fill vacant directorships in accordance with Section 2.4 but may not
transact any other business. The directors present at a duly called or held
meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of directors, leaving less than a
quorum.





Section
2.14  Action by Unanimous Written Consent.





Any
action required or permitted to be taken at any meeting of the Board may be
taken without a meeting if all members of the Board consent in writing thereto.
Such written consent shall be filed with the minutes of the proceedings of the
Board and shall have the same force and effect as a unanimous vote of such
directors.





Section
2.15  Compensation.





The Board
may pay to directors a fixed sum for attendance at each meeting of the Board or
of a standing or special committee, a stated retainer for services as a
director, a stated fee for serving as a chair of a standing or special committee
and such other compensation, including benefits, as the Board or any standing
committee thereof shall determine from time to time. Additionally, the directors
may be paid their expenses of attendance at each meeting of the Board or of a
standing or special committee.





Section
2.16  Transactions Involving Interests of Directors.





In the
absence of fraud, no contract or other transaction of the Corporation shall be
affected or invalidated by the fact that any of the directors of the Corporation
is interested in any way in, or connected with any other party to, such contract
or transaction or is a party to such contract or transaction; provided, however,
that such contract or transaction satisfies Section 78.140 of the Nevada Revised
Statutes. Each and every person who is or may become a director of the
Corporation hereby is relieved, to the extent permitted by law, from any
liability that might otherwise exist from contracting in good faith with the
Corporation for the benefit of such person or any person in which such person
may be interested in any way or with which such person may be connected in any
way. Any director of the Corporation may vote and act upon any matter, contract
or transaction between the Corporation and any other person without regard to
the fact that such director also is a stockholder, director or officer of, or
has any interest in, such other person; provided, however, that such director
shall disclose any such relationship and/or interest to the Board prior to a
vote and/or action.





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ARTICLE
III


OFFICERS





Section
3.1  Executive Officers.





The
Corporation shall have a President, Secretary and a Treasurer.  The
officers of the Corporation may also include, without limitation, one or more of
each of the following: Chief Executive Officer, Chief Financial Officer,
Executive Chairman, Vice Chairman, Chief Corporate Officer, Chief Operating
Officer, Chief Medical Officer, Senior Executive Vice President, Executive Vice
President, Senior Vice President, Vice President, Group and/or Division
President. Any person may hold two or more offices. Each officer of the
Corporation shall be elected by the Board, may be classified by the Board as an
executive officer or a non-executive officer (or as a non-officer) at any time,
and shall serve at the pleasure of the Board.





Section
3.2  Intentionally Omitted





Section
3.3  Removal and Resignation; No Right to Continued
Employment





(a)  Any
executive officer may be removed at any time by the Board, either with or
without cause.





(b)  Any
officer may resign at any time by giving written notice to the Board, the Chief
Executive Officer or the Secretary of the Corporation. Any such resignation
shall take effect as of the date of the receipt of such notice, or at any later
time specified therein; provided, however, that such officer may be removed at
any time notwithstanding such resignation. Unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it
effective.





(c)  The
fact that an employee has been elected by the Board to serve as an executive
officer or appointed to serve as an officer shall not entitle such employee to
remain an officer or employee of the Corporation.





Section
3.4  Vacancies.





A vacancy
in any office due to death, permanent and total disability, retirement,
resignation, removal, disqualification or any other cause may be filled in any
manner prescribed in these Bylaws for regular elections or appointments to such
office or may not be filled.





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Section
3.5  Executive Chairman and Vice Chairman.





The
Executive Chairman shall preside, in the absence of the Chief Executive Officer,
at all meetings of the stockholders and shall exercise and perform such other
powers and duties as from time to time may be assigned by the Board. In the
absence of the Executive Chairman and the Chief Executive Officer, a Vice
Chairman shall preside at all meetings of the stockholders and exercise and
perform such other powers and duties as from time to time may be assigned by the
Board. A Vice Chairman need not be a member of the Board.





Section
3.6  Chief Executive Officer.





Subject
to the oversight of the Board, the Chief Executive Officer shall have general
supervision, direction and control of the business and affairs of the
Corporation. The Chief Executive Officer shall preside at all meetings of the
stockholders and, in the absence of the Chairman of the Board, at all meetings
of the Board. If not a member of the Board, the Chief Executive Officer shall be
an ex officio member of the Executive Committee of the Board and shall have the
general powers and duties of management usually vested in the office of chief
executive officer of a corporation and such other powers and duties as may be
assigned by the Board.





Section
3.7    President.





In
the absence or disability of the Chief Executive Officer, the
President  shall perform all of the duties of the Chief Executive
Officer and when so  acting shall have all the powers and be subject
to all the restrictions upon the Chief Executive Officer, including the power to
sign all instruments and to take all actions which the Chief Executive Officer
is authorized to perform by the  Board of Directors or these Bylaws.
The President shall have the general powers  and duties usually vested
in the office of president of a corporation and such  other powers and
duties as may be prescribed by the Board.





Section
3.8  Chief Financial Officer





The Chief
Financial Officer shall exercise direction and control of the financial affairs
of the Corporation, including the preparation of the Corporation's financial
statements. The Chief Financial Officer shall have the general powers and duties
usually vested in the office of the chief financial officer of a corporation and
such other powers and duties as may be assigned by the Board.





Section
3.9  Chief Operating Officer.





Subject
to the oversight of the Chief Executive Officer, the Chief Operating Officer
shall exercise direction and control over the day-to-day operations of the
Corporation. In the case of the death or total and permanent disability of the
Chief Executive Officer and the President(s), the Chief Operating Officer or
Chief Corporate Officer, in order of rank or seniority, shall perform all of the
duties of such officer, and when so acting shall have all the powers of and be
subject to all the restrictions upon such officer, including the power to sign
all instruments and to take all actions that such officer is authorized to
perform by the Board or these Bylaws. The Chief Operating Officer shall have the
general powers and duties of management usually vested in the office of the
chief operating officer of a corporation and such other powers and duties as
from time to time may be assigned to the Chief Operating Officer by the
Executive Chairman, the Chief Executive Officer or Board.





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Section
3.10  Chief Corporate Officer.





Subject
to the oversight of the Chief Executive Officer, the Chief Corporate Officer
shall exercise direction and control over the day-to-day corporate functions of
the Corporation. In the case of the death or total and permanent disability of
the Chief Executive Officer and the President, the Chief Operating Officer or
Chief Corporate Officer, in order of rank or seniority, shall perform all of the
duties of such officer, and when so acting shall have all the powers of and be
subject to all the restrictions upon such officer, including the power to sign
all instruments and to take all actions that such officer is authorized to
perform by the Board or these Bylaws. The Chief Corporate Officer shall have the
general powers and duties of management usually vested in the office of chief
corporate officer of a corporation and such other powers and duties as from time
to time may be assigned to the Chief Corporate Officer by the Executive
Chairman, the Chief Executive Officer or the Board.





Section
3.11  Chief Medical Officer





The Chief
Medical Officer shall exercise direction and control of the medical affairs of
the Corporation, including the preparation of any medical related regulatory
documents and advising on any medical related matters for the
Corporation.  The Chief Medical Officer shall have the general powers
and duties usually vested in the office of the chief medical officer of a
corporation and such other powers and duties as may be assigned by the Executive
Chairman, the Chief Executive Officer or the Board.





Section
3.12  Senior Executive Vice President, Executive Vice President,
Senior Vice President and Vice President.





In the
case of the death or total and permanent disability of the Chief Executive
Officer and the President, the Chief Operating Officer and the Chief Corporate
Officer, a corporate Senior Executive Vice President, an Executive Vice
President, a Group President, in the order of rank and seniority, shall perform
all of the duties of such officer, and when so acting shall have all the powers
of and be subject to all the restrictions upon such officer, including the power
to sign all instruments and to take all actions that such officer is authorized
to perform by the Board or these Bylaws. Each such officer shall have the
general powers and duties usually vested in such office. Each operating region,
division, group or corporate staff function officer shall have the general
powers and duties usually vested in such office. Each such officer shall have
such other powers and perform such other duties as from time to time may be
assigned to them respectively by the Executive Chairman, the Chief Executive
Officer or the Board.





Section
3.13  Secretary and Assistant Secretaries.





(a)  The
Secretary shall  record and keep, or cause to be kept, all votes and
the minutes of all proceedings in a book or books to be kept for that purpose at
the corporate headquarters of the Corporation, or at such other place as the
Board may from time to time determine; and perform like duties for the Executive
and other committees of the Board, when required. In addition, the Secretary
shall keep or cause to be kept, at the registered office of the Corporation in
the State of Nevada, those documents required to be kept thereat by Section 5.2
of the Bylaws and Section 78.105 of the Nevada Revised Statutes.





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(b)  The
Secretary shall give, or cause to be given, notice of meetings of the
stockholders and special meetings of the Board, and shall perform such other
duties as may be assigned by the Executive Chairman, the Chief Executive Officer
or Board, under whose supervision the Secretary shall be. The Secretary shall
keep in safe custody the seal of the Corporation and affix the same to any
instrument requiring it. When required, the seal shall be attested by the
Secretary's; the Treasurer's or an Assistant Secretary's signature. The
Secretary or an Assistant Secretary hereby is authorized to issue certificates,
to which the corporate seal may be affixed, attesting to the incumbency of
officers of this Corporation or to actions duly taken by the Board, the
Executive Committee, any other committee of the Board or the
stockholders.





(c)  The
Assistant Secretary or Secretaries, in the order of their seniority, shall
perform the duties and exercise the powers of the Secretary and perform such
duties as the Executive Chairman, the Chief Executive Officer or Board of
Directors shall prescribe in the case of death or total and permanent disability
of the Secretary.





Section
3.14  Treasurer and Assistant Treasurers.





(a)  The
Treasurer shall deposit all moneys and other valuables in the name, and to the
credit, of the Corporation, with such depositories as may be determined by the
Treasurer. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board or permitted by the Chief Executive Officer or Chief
Financial Officer, shall render to the Chief Executive Officer, Chief Financial
Officer and directors, whenever they request it, an account of all transactions
and shall have such other powers and perform such other duties as may be
prescribed by the Board or these Bylaws or by the Executive Chairman or the
Chief Executive Officer.





(b)  The
Assistant Treasurer or Treasurers, in the order of their seniority, shall
perform the duties and exercise the powers of the Treasurer and perform such
duties as the Executive Chairman, the Chief Executive Officer or Board of
Directors shall prescribe in the case of death or total and permanent disability
of the Treasurer.





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Section
3.15  Additional Powers, Seniority and Substitution of
Officers.





In
addition to the foregoing powers and duties specifically prescribed for the
respective officers, the Board may by resolution from time to time (a) impose or
confer upon any of the officers such additional duties and powers as the Board
may see fit, (b) determine the order of seniority among the officers, and/or (c)
except as otherwise provided above, provide that in the case of death or total
and permanent disability of any officer or officers, any other officer or
officers shall temporarily or indefinitely assume the duties, powers and
authority of the officer or officers who died or became totally and permanently
disabled. Any such resolution may be final, subject only to further action by
the Board, granting to any of the Chief Executive Officer, President, Executive
Chairman or Vice Chairman (or Chairmen) such discretion as the Board deems
appropriate to impose or confer additional duties and powers, to determine the
order of seniority among officers and/or to provide for substitution of officers
as above described.





Section
3.16  Compensation.





The
officers of the Corporation shall receive such compensation as shall be fixed
from time to time by the Board or a committee thereof. Unless otherwise
determined by the Board, no officer shall be prohibited from receiving any
compensation by reason of the fact that such officer also is a director of the
Corporation.





Section
3.17  Transaction Involving Interest of an Officer.





In the
absence of fraud, no contract or other transaction of the Corporation shall be
affected or invalidated by the fact that any of the officers of the Corporation
is interested in any way in, or connected with any other party to, such contract
or transaction, or are themselves parties to such contract or transaction;
provided, however, that such contract or transaction complies with Section
78.140 of the Nevada Revised Statutes. Each and every person who is or may
become an officer of the Corporation hereby is relieved, to the extent permitted
by law, when acting in good faith, from any liability that might otherwise exist
from contracting with the Corporation for the benefit of such person or any
person in which such person may be interested in any way or with which such
person may be connected in any way.





ARTICLE
IV


EXECUTIVE
AND OTHER COMMITTEES





Section
4.1  Standing Committees.





(a)  The
Board may appoint an Executive Committee, an Audit Committee and a Compensation
Committee, consisting of such number of members as the Board may designate,
consistent with the Articles, these Bylaws and the laws of the State of
Nevada.





(b)  The
Executive Committee shall have and may exercise, when the Board is not in
session, all of the powers of the Board in the management of the business and
affairs of the Corporation, but the Executive Committee shall not have the power
to fill vacancies on the Board, to change the membership of or to fill vacancies
in the Executive Committee or any other Committee of the Board, to adopt, amend
or repeal these Bylaws or to declare dividends or other
distributions.


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(c)  The
Audit Committee shall select and engage, on behalf of the Corporation and
subject to the consent of the stockholders, and fix the compensation of, a firm
of certified public accountants. It shall be the duty of the firm of certified
public accountants, which firm shall report to the Audit Committee, to audit the
books and accounts of the Corporation and its consolidated subsidiaries. The
Audit Committee shall confer with the auditors to determine, and from time to
time shall report to the Board upon, the scope of the auditing of the books and
accounts of the Corporation and its consolidated subsidiaries.  If
required by Nevada or federal laws, rules or regulations, or by the rules or
regulations of any exchange on which the Corporation's shares shall be listed,
the Board shall approve a charter for the Audit Committee and the Audit
Committee shall comply with such charter in the performance of its
duties.





(d)  The
Compensation Committee shall establish a general compensation policy for the
Corporation's directors and elected officers and shall have responsibility for
approving the compensation of the Corporation's directors, elected officers and
any other senior officers determined by the Compensation Committee. The
Compensation Committee shall have all of the powers of administration granted to
the Compensation Committee under the Corporation's non-qualified employee
benefit plans, including any stock incentive plans, long-term incentive plans,
bonus plans, retirement plans, deferred compensation plans, stock purchase plans
and medical, dental and insurance plans. In connection therewith, the
Compensation Committee shall determine, subject to the provisions of such plans,
the directors, officers and employees of the Corporation eligible to participate
in any of the plans, the extent of such participation and the terms and
conditions under which benefits may be vested, received or
exercised.  The Compensation Committee may delegate any or all of its
powers of administration under any or all of the Corporation's non-qualified
employee benefit plans to any committee or entity appointed by the Compensation
Committee. If required by any Nevada or federal laws, rules or regulations, or
by the rules or regulations of any exchange on which the Corporation's shares
shall be listed, the Board shall approve a charter for the Compensation
Committee and the Compensation Committee shall comply with such charter in the
performance of its duties.





Section
4.2  Other Committees.





Subject
to the limitations of the Articles, these Bylaws and the laws of the State of
Nevada, or duties not delegable by the Board, any or all of the responsibilities
and powers of the Board may be exercised, and the business and affairs of this
Corporation may be exercised or controlled by or under the authority of such
other committee or committees as may be appointed by the Board, including,
without limitation, a Nominating Committee, an Ethics, Quality and Compliance
Committee and a Corporate Governance Committee. The responsibilities and/or
powers to be exercised by any such committee shall be designated by the
Board.





Section
4.3  Procedures.





Meetings
and actions of committees shall be governed by, and held in accordance with, the
following provisions of Article II of these Bylaws: Section 2.9 (Regular
Meetings), Section 2.10 (Special Meetings), Section 2.11 (Notice; Waiver of
Notice), Section 2.12 (Notice of Adjournment), Section 2.13 (Quorum) and Section
2.14 (Action by Unanimous Written Consent), with such changes in the context of
these Bylaws as are necessary to substitute the committee and its members for
the Board and its members; provided, however, that the time of regular meetings
of committees may be determined either by resolution of the Board or by
resolution of the committee, that special meetings of committees may also be
called by resolution of the Board.  The Board may adopt rules for the
governance of any committee not inconsistent with the provisions of these
Bylaws.





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ARTICLE
V


CORPORATE
RECORDS AND REPORTS—INSPECTION








Section
5.1  Records.





The
Corporation shall maintain adequate and correct accounts, books and records of
its business and properties. All of such books, records and accounts shall be
kept at its corporate headquarters and/or at other locations within or without
the State of Nevada as may be designated by the Board.





Section
5.2  Articles, Bylaws and Stock Ledger.





The
Corporation shall maintain and keep the following documents at its registered
office in the State of Nevada: (a) a certified copy of the Articles and all
amendments thereto; (b) a certified copy of these Bylaws and all amendments
thereto; and (c) the Stock Ledger (unless such Stock Ledger is kept by a third
party transfer agent).





Section
5.3  Inspection.





Stockholders
of the Corporation may inspect books and records of the Corporation in
accordance with Sections 78.105 and 78.257 of the Nevada Revised
Statutes.





Section
5.4  Checks, Drafts, Etc.





All
checks, drafts, or other orders for payment of money, notes or other evidences
of indebtedness, issued in the name of, or payable to, the Corporation, shall be
signed or endorsed only by such person or persons, and only in such manner, as
shall be authorized from time to time by the Board, the Chief Executive Officer,
the President, the Chief Financial Officer or the Treasurer.








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ARTICLE
VI


OTHER
AUTHORIZATIONS





Section
6.1  Execution of Contracts.





Except as
otherwise provided in these Bylaws, the Board may authorize any officer or agent
of the corporation to enter into and execute any contract, document, agreement
or instrument in the name of and on behalf of the Corporation. Such authority
may be general or confined to specific instances. Unless so authorized by the
Board, no officer, agent or employee shall have any power or authority, except
in the ordinary course of business, to bind the Corporation by any contract or
engagement, to pledge its credit or to render it liable for any purpose or in
any amount.





Section
6.2  Dividends or Other Distributions





From time
to time, the Board may declare, and the Corporation may pay, dividends or other
distributions on its outstanding shares in the manner and on the terms and
conditions provided by the laws of the State of Nevada and the Articles, subject
to any contractual restrictions to which the Corporation is then
subject.








ARTICLE
VII


SHARES
AND TRANSFER OF SHARES








Section
7.1  Shares.





(a)  The
shares of the capital stock of the Corporation may be represented by
certificates or uncertificated. Each registered holder of shares of capital
stock, upon written request to the Secretary of the Corporation, shall be
provided with a stock certificate representing the number of shares owned by
such holder.





(b)  Certificates
for shares shall be in such form as the Board may designate and shall be
numbered and registered as they are issued. Each shall state the name of the
record holder of the shares represented thereby; its number and date of
issuance; the number of shares for which it is issued; the par value; a
statement of the rights, privileges, preferences and restrictions, if any; a
statement as to rights of redemption or conversion, if any; and a statement of
liens or restrictions upon transfer or voting, if any, or, alternatively, a
statement that certificates specifying such matters may be obtained from the
Secretary of the Corporation.





(c)  Every
certificate for shares must be signed by the Chief Executive Officer or the
President and the Secretary or an Assistant Secretary, or must be authenticated
by facsimiles of the signatures of the Chief Executive Officer or the President
and the Secretary or an Assistant Secretary. Before it becomes effective, every
certificate for shares authenticated by a facsimile or a signature must be
countersigned by a transfer agent or transfer clerk, and must be registered by
an incorporated bank or trust company, either domestic or foreign, as registrar
of transfers.





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(d)  Even
though an officer who signed, or whose facsimile signature has been written,
printed, or stamped on a certificate for shares ceases, by death, resignation,
retirement or otherwise, to be an officer of the Corporation before the
certificate is delivered by the Corporation, the certificate shall be as valid
as though signed by a duly elected, qualified and authorized officer if it is
countersigned by the signature or facsimile signature of a transfer clerk or
transfer agent and registered by an incorporated bank or trust company, as
registrar of transfers.





(e)  Even
though a person whose facsimile signature as, or on behalf of, the transfer
agent or transfer clerk has been written, printed or stamped on a certificate
for shares ceases, by death, resignation, or otherwise, to be a person
authorized to so sign such certificate before the certificate is delivered by
the Corporation, the certificate shall be deemed countersigned by the facsimile
signature of a transfer agent or transfer clerk for purposes of meeting the
requirements of this section.





Section
7.2  Transfer on the Books.





Upon
surrender to the Secretary or transfer agent of the Corporation of a certificate
for shares duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of the Corporation or
its transfer agent to issue a new certificate, if requested by the transferee,
to the person entitled thereto, cancel the old certificate and record the
transaction upon its books.





Section
7.3  Lost or Destroyed Certificates.





The Board
may direct, or may authorize the Secretary to direct, a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost or destroyed,
upon the Secretary's receipt of an affidavit of that fact by the person
requesting the replacement certificate for shares so lost or destroyed. When
authorizing such issue of a new certificate or certificates, the Board or
Secretary may, in its or the Secretary's discretion, and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or such owner's 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.





Section
7.4  Transfer Agents and Registrars.





The
Board, the Chief Executive Officer, the Chief Financial Officer or the Secretary
may appoint one or more transfer agents or transfer clerks, and one or more
registrars, who may be the same person, and may be the Secretary of the
Corporation, an incorporated bank or trust company or any other person or
entity, either domestic or foreign.





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Section
7.5  Fixing Record Date for Dividends, Etc.





The Board
may fix a time, not exceeding fifty (50) days preceding the date fixed for the
payment of any dividend or distribution, or for the allotment of rights, or when
any change or conversion or exchange of shares shall go into effect, as a record
date for the determination of the stockholders entitled to receive any such
dividend or distribution, or any such allotment of rights, or to exercise the
rights in respect to any such change, conversion, or exchange of shares, and, in
such case, only stockholders of record on the date so fixed shall be entitled to
receive such dividend, distribution, or allotment of rights, or to exercise such
rights, as the case may be, notwithstanding any transfer of any shares on the
books of the Corporation after any record date fixed as aforesaid.





Section
7.6  Record Ownership.





The
Corporation shall be entitled to recognize the exclusive right of a person
registered as such on the books of the Corporation as the owner of shares of the
Corporation's stock to receive dividends or other distributions and to vote as
such owner, and shall not be bound to recognize any equitable or other claim to
or interest in such shares on the part of any other person, whether or not the
Corporation shall have express or other notice thereof, except as otherwise
provided by law.








ARTICLE
VIII


AMENDMENTS
TO BYLAWS








Section
8.1  By Stockholders.





New or
restated bylaws may be adopted, or these Bylaws may be repealed, amended and/or
restated, at any meeting of the stockholders, by the affirmative vote of the
holders of a majority of all outstanding shares voting together and not by
class, except amendment of Section 2.5 shall require the approval of two-thirds
(2/3) of all outstanding shares voting together (unless the Certificate of
Designation of any preferred stock of the Corporation requires the affirmative
vote of such holders of preferred stock).





Section
8.2  By Directors.





Subject
to the right of the stockholders to adopt, amend and/or restate or repeal these
Bylaws, as provided in Section 8.1, the Board may adopt, amend, or repeal any of
these Bylaws, except amendment of Section 2.5 shall require the approval of
two-thirds (2/3) of all outstanding shares voting together (unless the
Certificate of Designation of any preferred stock of the Corporation requires
the affirmative vote of such holders of preferred stock) by the affirmative vote
of two-thirds of the directors.  This power may not be delegated to
any committee appointed in accordance with these Bylaws.





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Section
8.3  Record of Amendments.





Whenever
an amendment or a new Bylaw is adopted, it shall be copied in the book of
minutes with the original Bylaws, in the appropriate place. If any Bylaw is
repealed, the fact of repeal, with the date of the meeting at which the repeal
was enacted, or written assent was filed, shall be stated in said
book.








ARTICLE
IX


INDEMNIFICATION
OF DIRECTORS AND OFFICERS








Section
9.1  Indemnification in Actions, Suits or Proceedings other than those
by or in the Right of the Corporation.





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 (except an action by or in the right
of the Corporation) (a "Proceeding"), by
reason of the fact that such person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall be indemnified and held harmless
by the Corporation to the fullest extent permitted by Nevada law against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such Proceeding (collectively, "Costs"). The
termination of any 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 such
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and that, with respect to any criminal action or proceeding, such
person had reasonable cause to believe that such person's conduct was
unlawful.





Section
9.2   Indemnification in Actions, Suits or Proceedings by or in
the Right of the Corporation.





The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed Proceeding by or in the
right of the Corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director, officer, employee or agent of 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 Costs incurred by such person in
connection with the defense or settlement of such action or
suit.  Indemnification may not be made for any claim, issue or matter
as to which such person has been adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable to the Corporation or
for amounts paid in settlement to the Corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.





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Section
9.3  Indemnification by a Court.





If a
claim under Sections 9.1 or 9.2 is not paid in full by the Corporation within 30
days after a written claim has been received by the Corporation, the claimant
may at any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim and, if successful in whole or in part, the claimant
shall be entitled to be paid also the expense of prosecuting such claim. It
shall be a defense to any such action (other than an action brought to enforce a
claim for Costs incurred in defending any Proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has failed to meet a standard of
conduct which makes it permissible under Nevada law for the Corporation to
indemnify the claimant for the amount claimed. Neither the failure of the
Corporation (including the Board, independent legal counsel, or the
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is permissible in the circumstances
because such claimant has met such standard of conduct, nor an actual
determination by the Corporation (including the Board, independent legal
counsel, or the stockholders) that the claimant has not met such standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has failed to meet such standard of conduct.





Section
9.4  Expenses Payable in Advance.





The
Corporation shall pay the Costs incurred by any person entitled to
indemnification in defending a Proceeding as such Costs are incurred and in
advance of the final disposition of a Proceeding; provided, however, that the
Corporation shall pay the Costs of such person only upon receipt of an
undertaking by or on behalf of such person to repay the amount if it is
ultimately determined by a court of competent jurisdiction that such person is
not entitled to be indemnified by the Corporation.





Section
9.5  Nonexclusivity of Indemnification and Advancement of
Expenses.





The right
to indemnification and advancement of Costs authorized in this Article IX or
ordered by a court: (a) does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may be entitled under the
Articles of the Corporation or any agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in such person's
official capacity or an action in another capacity while holding such person's
office, except that indemnification, unless ordered by a court pursuant to
Nevada law or the advancement of expenses made pursuant to Section 9.4, may not
be made to or on behalf of any director or officer if a final adjudication
establishes that such person's acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action; and (b) continues for a person who has ceased to be a director,
officer, employee, or agent and inures to the benefit of the heirs, executors
and administrators of such a person.





19


Section
9.6  Insurance.





The
Corporation may purchase and maintain insurance or make other financial
arrangements 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 in accordance with Section
78.752 of the Nevada Revised Statutes.





Section
9.7  Certain Definitions.





(a)  For
purposes of this Article IX, references to "the Corporation" shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers, employees or agents so that any person who is
or was a director, officer, employee or agent of such constituent corporation or
is or was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, shall stand in the same
position under the provisions of this Article IX with respect to the resulting
or surviving corporation as such person would have with respect to such
constituent corporation if its separate existence had continued.





(b)  For
purposes of this Article IX, references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit
plan.





(c)  For
purposes of this Article IX, 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;





(d)  For
purposes of this Article IX, a person who acted in good faith and in a manner
such person reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Article IX.





(e)  For
purposes of this Article IX, the term "Board" shall mean the Board of the
Corporation or, to the extent permitted by the laws of Nevada, as the same exist
or may hereafter be amended, its Executive Committee. On vote of the Board, the
Corporation may assent to the adoption of Article IX by any subsidiary, whether
or not wholly owned.





Section
9.8  Indemnification of Witnesses.





To the
extent that any director, officer, employee, or agent of the Corporation is by
reason of such position, or a position held with another entity at the request
of the Corporation, a witness in any action, suit or proceeding, such person
shall be indemnified against all Costs actually and reasonably incurred by such
person or on such person's behalf in connection therewith.





20


Section
9.9  Indemnification Agreements.





The
Corporation may enter into agreements with any director, officer, employee, or
agent of the Corporation providing for indemnification to the full extent
permitted by Nevada law.





Section
9.10  Actions Prior to Adoption of Article IX.





The
rights provided by this Article IX shall be available whether or not the claim
asserted against the director, officer, employee, or agent is based on matters
which antedate the adoption of this Article IX.





Section
9.11  Severability.





If any
provision Article IX shall for any reason be determined to be invalid, the
remaining provisions hereof shall not be affected thereby but shall remain in
full force and effect.








ARTICLE
X


CORPORATE
SEAL





The
corporate seal shall be circular in form and shall have inscribed thereon the
name of the Corporation, the date of its incorporation and the word
"Nevada".








ARTICLE
XI


INTERPRETATION





Reference
in these Bylaws to any provision of Nevada law or the Nevada Revised Statutes
shall be deemed to include all amendments thereto and the effect of the
construction and determination of validity thereof by the Nevada Supreme
Court.





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