**Exhibit 3.4**

 

BYLAWS 

OF

SOCKET  COMMUNICATIONS, INC.  (a Delaware corporation)

  ARTICLE I

CORPORATE  OFFICES

1.1 REGISTERED OFFICE

The registered office of  the corporation shall be fixed in the certificate of incorporation of the corporation.

1.2 OTHER OFFICES

The board of directors  may at any time establish branch or subordinate offices at any place or places  where the corporation is qualified to do business.

ARTICLE  II

MEETINGS  OF STOCKHOLDERS

2.1 PLACE OF MEETINGS

Meetings of stockholders  shall be held at any place within or outside the State of Delaware designated  by the board of directors. In the absence of any such designation, stockholders'  meetings shall be held at the principal executive office of the corporation.

2.1 ANNUAL MEETING

The annual meeting of stockholders  shall be held each year on a date and at a time designated by the board of directors.  In the absence of such designation, the annual meeting of stockholders shall  be held on the third Tuesday in May in each year at 10:00 a.m. However, if such  day falls on a legal holiday, then the meeting shall be held at the same time  and place on the next succeeding full business day. At the meeting, directors  shall be elected, and any other proper business may be transacted.

2.1 SPECIAL MEETING

  A special meeting of the stockholders may be called at any time by the board  of directors, or by the chairman of the board, or by the president, or by one  or more stockholders holding shares in the aggregate entitled to cast not less  than ten percent (10%) of the votes of all shares of stock owned by stockholders  entitled to vote at that meeting.

If a special meeting is  called by any person or persons other than the board of directors or the president  or the chairman of the board, then the request shall be in writing, specifying  the time of such meeting and the general nature of the business proposed to  be transacted, and shall be delivered personally or sent by registered mail  or by telegraphic or other facsimile transmission to the chairman of the board,  the president, any vice president or the secretary of the corporation. The officer  receiving the request shall cause notice to be promptly given to the stockholders  entitled to vote, in accordance with the provisions of Sections 2.4 and 2.6  of these bylaws, that a meeting will be held at the time requested by the person  or persons calling the meeting, so long as that time is not less than thirty-five  (35) nor more than sixty (60) days after the receipt of the request. If the  notice is not given within twenty (20) days after receipt of the request, then  the person or persons requesting the meeting may give the notice. Nothing contained  in this paragraph of this Section 2.3 shall be construed as limiting, fixing  or affecting the time when a meeting of stockholders called by action of the  board of directors may be held.

2.4 NOTICE OF STOCKHOLDERS'  MEETINGS

All notices of meetings  of stockholders shall be sent or otherwise given in accordance with Section  2.6 of these bylaws not less than ten (10) nor more than sixty (60) days before  the date of the meeting. The notice shall specify the place, date and hour of  the meeting and (i) in the case of a special meeting, the purpose or purposes  for which the meeting is called (no business other than that specified in the  notice may be transacted) or (ii) in the case of the annual meeting, those matters  which the board of directors, at the time of giving the notice, intends to present  for action by the stockholders (but any proper matter may be presented at the  meeting for such action). The notice of any meeting at which directors are to  be elected shall include the name of any nominee or nominees who, at the time  of the notice, the board intends to present for election.

2.5 ADVANCE NOTICE OF  STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS

Subject to the rights of  holders of any class or series of stock having a preference over the Common  Stock as to dividends or upon liquidation,

> 
(a) nominations for the    election of directors, and

(b) business proposed    to be brought before any stockholder meeting 

  may be made by the board of directors or proxy committee appointed by the board  of directors or by any stockholder entitled to vote in the election of directors  generally if such nomination or business proposed is otherwise proper business  before such meeting. However, any such stockholder may nominate one or more  persons for election as directors at a meeting or propose business to be brought  before a meeting, or both, only if such stockholder has given timely notice  in proper written form of their intent to make such nomination or nominations  or to propose such business. To be timely, such stockholder's notice must be  delivered to or mailed and received by the secretary of the corporation not  less than ninety (90) days prior to the meeting; provided, however, that in  the event that less than one-hundred (100) days notice or prior public disclosure  of the date of the meeting is given or made to stockholders, notice by the stockholder  to be timely must be so received not later than the close of business on the  tenth day following the day on which such notice of the date of the meeting  was mailed or such public disclosure was made. To be in proper form, a stockholder's  notice to the secretary shall set forth:

> 
(i) the name and address    of the stockholder who intends to make the nominations or propose the business    and, as the case may be, of the person or persons to be nominated or of the    business to be proposed;

(ii) a representation    that the stockholder is a holder of record of stock of the corporation entitled    to vote at such meeting and, if applicable, intends to appear in person or    by proxy at the meeting to nominate the person or persons specified in the    notice;

(iii) if applicable,    a description of all arrangements or understandings between the stockholder    and each nominee and any other person or persons (naming such person or persons)    pursuant to which the nomination or nominations are to be made by the stockholder;

(iv) such other information    regarding each nominee or each matter of business to be proposed by such stockholder    as would be required to be included in a proxy statement filed pursuant to    the proxy rules of the Securities and Exchange Commission had the nominee    been nominated, or intended to be nominated, or the matter been proposed,    or intended to be proposed by the board of directors; and

(v) if applicable, the    consent of each nominee to serve as director of the corporation if so elected.

The chairman of the meeting  shall refuse to acknowledge the nomination of any person or the proposal of  any business not made in compliance with the foregoing procedure.

2.6 MANNER OF GIVING  NOTICE; AFFIDAVIT OF NOTICE

Written notice of any meeting  of stockholders shall be given either personally or by first-class mail or by  telegraphic or other written communication. Notices not personally delivered  shall be sent charges prepaid and shall be addressed to the stockholder at the  address of that stockholder appearing on the books of the corporation or given  by the stockholder to the corporation for the purpose of notice. Notice shall  be deemed to have been given at the time when delivered personally or deposited  in the mail or sent by telegram or other means of written communication.

  An affidavit of the mailing or other means of giving any notice of any stockholders'  meeting, executed by the secretary, assistant secretary or any transfer agent  of the corporation giving the notice, shall be prima facie evidence of the giving  of such notice.

2.7 QUORUM

The holders of a majority  in voting power of the stock issued and outstanding and entitled to vote thereat,  present in person or represented by proxy, shall constitute a quorum at all  meetings of the stockholders for the transaction of business except as otherwise  provided by statute or by the certificate of incorporation. If, however, such  quorum is not present or represented at any meeting of the stockholders, then  either (i) the chairman of the meeting or (ii) the stockholders entitled to  vote thereat, present in person or represented by proxy, shall have power to  adjourn the meeting in accordance with Section 2.7 of these bylaws.

When a quorum is present  at any meeting, the vote of the holders of a majority of the stock having voting  power present in person or represented by proxy shall decide any question brought  before such meeting, unless the question is one upon which, by express provision  of the laws of the State of Delaware or of the certificate of incorporation  or these bylaws, a different vote is required, in which case such express provision  shall govern and control the decision of the question.

If a quorum be initially  present, the stockholders may continue to transact business until adjournment,  notwithstanding the withdrawal of enough stockholders to leave less than a quorum,  if any action taken is approved by a majority of the stockholders initially  constituting the quorum.

2.8 ADJOURNED MEETING;  NOTICE

When a meeting is adjourned  to another time and place, unless these bylaws otherwise require, notice need  not be given of the adjourned meeting if the time and place thereof are announced  at the meeting at which the adjournment is taken. At the adjourned meeting the  corporation may transact any business that might have been transacted at the  original meeting. If the adjournment is for more than thirty (30) days, or if  after the adjournment a new record date is fixed for the adjourned meeting,  a notice of the adjourned meeting shall be given to each stockholder of record  entitled to vote at the meeting.

2.9 VOTING

The stockholders entitled  to vote at any meeting of stockholders shall be determined in accordance with  the provisions of Section 2.11 of these bylaws, subject to the provisions of  Sections 217 and 218 of the General Corporation Law of Delaware (relating to  voting rights of fiduciaries, pledgors and joint owners, and to voting trusts  and other voting agreements).

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

At a stockholders' meeting  at which directors are to be elected, and to the extent permitted by the corporation's  Certificate of Incorporation, each stockholder shall be entitled to cumulate  votes (i.e., cast for any candidate a number of votes greater than the number  of votes that such stockholder normally is entitled to cast) if the candidates'  names have been properly placed in nomination (in accordance with these bylaws)  prior to commencement of the voting, and the stockholder requesting cumulative  voting has given notice prior to commencement of the voting of the stockholder's  intention to cumulate votes. If cumulative voting is properly requested, each  holder of stock, or of any class or classes or of a series or series thereof,  who elects to cumulate votes shall be entitled to as many votes as equals the  number of votes that (absent this provision as to cumulative voting) he or she  would be entitled to cast for the election of directors with respect to his  or her shares of stock multiplied by the number of directors to be elected by  him, and he or she may cast all of such votes for a single director or may distribute  them among the number to be voted for, or for any two or more of them, as he  or she may see fit.

2.10 STOCKHOLDER ACTION  BY WRITTEN CONSENT WITHOUT A MEETING

Unless otherwise provided  in the Certificate of Incorporation, any action required or permitted to be  taken at any annual or special meeting of stockholders may be taken without  a meeting, without prior notice and without a vote, if a consent or consents  in writing setting forth the action so taken, shall be signed by the holders  of outstanding stock having not less than the minimum number of votes that would  be necessary to authorize or take such action at a meeting at which all shares  entitled to vote thereon were present and voted. Such consents shall be delivered  to the corporation by delivery to it registered office in the state of Delaware,  its principal place of business, or an officer or agent of the corporation having  custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to a corporation's registered office shall be by hand or by certified  or registered mail, return receipt requested.

2.11 RECORD DATE FOR  STOCKHOLDER NOTICE; VOTING

For purposes of determining  the stockholders entitled to notice of any meeting or to vote thereat, the board  of directors may fix, in advance, a record date, which shall not precede the  date upon which the resolution fixing the record date is adopted by the board  of directors and which shall not be more than sixty (60) days nor less than  ten (10) days before the date of any such meeting, and in such event only stockholders  of record on the date so fixed are entitled to notice and to vote, notwithstanding  any transfer of any shares on the books of the corporation after the record  date.

If the board of directors  does not so fix a record date, the record date for determining stockholders  entitled to notice of or to vote at a meeting of stockholders shall be at the  close of business on the business day next preceding the day on which notice  is given, or, if notice is waived, at the close of business on the business  day next preceding the day on which the meeting is held.

  A determination of stockholders of record entitled to notice of or to vote at  a meeting of stockholders shall apply to any adjournment of the meeting unless  the board of directors fixes a new record date for the adjourned meeting, but  the board of directors shall fix a new record date if the meeting is adjourned  for more than thirty (30) days from the date set for the original meeting.

The record date for any  other purpose shall be as provided in Section 8.1 of these bylaws.

2.12 PROXIES

Every person entitled to  vote for directors, or on any other matter, shall have the right to do so either  in person or by one or more agents authorized by a written proxy signed by the  person and filed with the secretary of the corporation, but no such proxy shall  be voted or acted upon after three (3) years from its date, unless the proxy  provides for a longer period. A proxy shall be deemed signed if the stockholder's  name is placed on the proxy (whether by manual signature, typewriting, telegraphic  transmission, telefacsimile or otherwise) by the stockholder or the stockholder's  attorney-in-fact. The revocability of a proxy that states on its face that it  is irrevocable shall be governed by the provisions of Section 212(e) of the  General Corporation Law of Delaware.

2.13 ORGANIZATION

The president, or in the  absence of the president, the chairman of the board, shall call the meeting  of the stockholders to order, and shall act as chairman of the meeting. In the  absence of the president, the chairman of the board, and all of the vice presidents,  the stockholders shall appoint a chairman for such meeting. The chairman of  any meeting of stockholders shall determine the order of business and the procedures  at the meeting, including such matters as the regulation of the manner of voting  and the conduct of business. The secretary of the corporation shall act as secretary  of all meetings of the stockholders, but in the absence of the secretary at  any meeting of the stockholders, the chairman of the meeting may appoint any  person to act as secretary of the meeting.

2.14 LIST OF STOCKHOLDERS  ENTITLED TO VOTE

The officer who has charge  of the stock ledger of the corporation shall prepare and make, at least ten  (10) days before every meeting of stockholders, a complete list of the stockholders  entitled to vote at the meeting, arranged in alphabetical order, and showing  the address of each stockholder and the number of shares registered in the name  of each stockholder. Such list shall be open to the examination of any stockholder,  for any purpose germane to the meeting, during ordinary business hours, for  a period of at least ten (10) days prior to the meeting, either at a place within  the city where the meeting is to be held, which place shall be specified in  the notice of the meeting, or, if not so specified, at the place where the meeting  is to be held. The list shall also be produced and kept at the time and place  of the meeting during the whole time thereof, and may be inspected by any stockholder  who is present.

  2.15 WAIVER OF NOTICE

Whenever notice is required  to be given under any provision of the General Corporation Law of Delaware or  of the certificate of incorporation or these bylaws, a written waiver thereof,  signed by the person entitled to notice, whether before or after the time stated  therein, shall be deemed equivalent to notice. Attendance of a person at a meeting  shall constitute a waiver of notice of such meeting, except when the person  attends a meeting for the express purpose of objecting, at the beginning of  the meeting, to the transaction of any business because the meeting is not lawfully  called or convened. Neither the business to be transacted at, nor the purpose  of, any regular or special meeting of the stockholders need be specified in  any written waiver of notice unless so required by the certificate of incorporation  or these bylaws.

  ARTICLE III

DIRECTORS

3.1 POWERS

Subject to the provisions  of the General Corporation Law of Delaware and to any limitations in the certificate  of incorporation or these bylaws relating to action required to be approved  by the stockholders or by the outstanding shares, the business and affairs of  the corporation shall be managed and all corporate powers shall be exercised  by or under the direction of the board of directors.

3.2 NUMBER OF DIRECTORS

The board of directors  shall consist of six (6) members. The number of directors may be changed by  an amendment to this bylaw, duly adopted by the board of directors or by the  stockholders, or by a duly adopted amendment to the certificate of incorporation.

3.3 ELECTION AND TERM  OF OFFICE OF DIRECTORS

Except as provided in Section  3.4 of these bylaws, directors shall be elected at each annual meeting of stockholders  to hold office until the next annual meeting. Each director, including a director  elected or appointed to fill a vacancy, shall hold office until the expiration  of the term for which elected and until a successor has been elected and qualified.

3.4 RESIGNATION AND  VACANCIES

Any director may resign  effective on giving written notice to the chairman of the board, the president,  the secretary or the board of directors, unless the notice specifies a later  time for that resignation to become effective. If the resignation of a director  is effective at a future time, the board of directors may elect a successor  to take office when the resignation becomes effective.  Vacancies in the board of directors may be filled by a majority of the remaining  directors, even if less than a quorum, or by a sole remaining director; however,  a vacancy created by the removal of a director by the vote of the stockholders  or by court order may be filled only by the affirmative vote of a majority of  the shares represented and voting at a duly held meeting at which a quorum is  present (which shares voting affirmatively also constitute a majority of the  required quorum). Each director so elected shall hold office until the next  annual meeting of the stockholders and until a successor has been elected and  qualified.

Unless otherwise provided  in the certificate of incorporation or these bylaws:

> 
(a) Vacancies and newly    created directorships resulting from any increase in the authorized number    of directors elected by all of the stockholders having the right to vote as    a single class may be filled by a majority of the directors then in office,    although less than a quorum, or by a sole remaining director.

(b) Whenever the holders    of any class or classes of stock or series thereof are entitled to elect one    or more directors by the provisions of the certificate of incorporation, vacancies    and newly created directorships of such class or classes or series may be    filled by a majority of the directors elected by such class or classes or    series thereof then in office, or by a sole remaining director so elected.

If at any time, by reason  of death or resignation or other cause, the corporation should have no directors  in office, then any officer or any stockholder or an executor, administrator,  trustee or guardian of a stockholder, or other fiduciary entrusted with like  responsibility for the person or estate of a stockholder, may call a special  meeting of stockholders in accordance with the provisions of the certificate  of incorporation or these bylaws, or may apply to the Court of Chancery for  a decree summarily ordering an election as provided in Section 211 of the General  Corporation Law of Delaware.

If, at the time of filling  any vacancy or any newly created directorship, the directors then in office  constitute less than a majority of the whole board (as constituted immediately  prior to any such increase), then the Court of Chancery may, upon application  of any stockholder or stockholders holding at least ten (10) percent of the  total number of the shares at the time outstanding having the right to vote  for such directors, summarily order an election to be held to fill any such  vacancies or newly created directorships, or to replace the directors chosen  by the directors then in office as aforesaid, which election shall be governed  by the provisions of Section 211 of the General Corporation Law of Delaware  as far as applicable.

3.5 REMOVAL OF DIRECTORS

  Unless otherwise restricted by statute, by the certificate of incorporation  or by these bylaws, any director or the entire board of directors may be removed,  with or without cause, by the holders of a majority of the shares then entitled  to vote at an election of directors; provided, however, that, if and so long  as stockholders of the corporation are entitled to cumulative voting, if less  than the entire board is to be removed, no director may be removed without cause  if the votes cast against his removal would be sufficient to elect him if then  cumulatively voted at an election of the entire board of directors.

3.6 PLACE OF MEETINGS;  MEETINGS BY TELEPHONE

Regular meetings of the  board of directors may be held at any place within or outside the State of Delaware  that has been designated from time to time by resolution of the board. In the  absence of such a designation, regular meetings shall be held at the principal  executive office of the corporation. Special meetings of the board may be held  at any place within or outside the State of Delaware that has been designated  in the notice of the meeting or, if not stated in the notice or if there is  no notice, at the principal executive office of the corporation.

Any meeting of the board,  regular or special, may be held by conference telephone or similar communication  equipment, so long as all directors participating in the meeting can hear one  another; and all such participating directors shall be deemed to be present  in person at the meeting.

3.7 FIRST MEETINGS

The first meeting of each  newly elected board of directors shall be held at such time and place as shall  be fixed by the vote of the stockholders at the annual meeting. In the event  of the failure of the stockholders to fix the time or place of such first meeting  of the newly elected board of directors, or in the event such meeting is not  held at the time and place so fixed by the stockholders, the meeting may be  held at such time and place as shall be specified in a notice given as hereinafter  provided for special meetings of the board of directors, or as shall be specified  in a written waiver signed by all of the directors.

3.8 REGULAR MEETINGS

Regular meetings of the  board of directors may be held without notice at such time as shall from time  to time be determined by the board of directors. If any regular meeting day  shall fall on a legal holiday, then the meeting shall be held at the same time  and place on the next succeeding full business day.

3.9 SPECIAL MEETINGS;  NOTICE

Special meetings of the  board of directors for any purpose or purposes may be called at any time by  the chairman of the board, the president, any vice president, the secretary  or any two directors.

  Notice of the time and place of special meetings shall be delivered personally  or by telephone to each director or sent by first-class mail, telecopy or telegram,  charges prepaid, addressed to each director at that director's address as it  is shown on the records of the corporation. If the notice is mailed, it shall  be deposited in the United States mail at least four (4) days before the time  of the holding of the meeting. If the notice is delivered personally or by telephone,  telecopy or telegram, it shall be delivered personally or by telephone or to  the telegraph company at least forty-eight (48) hours before the time of the  holding of the meeting. Any oral notice given personally or by telephone may  be communicated either to the director or to a person at the office of the director  who the person giving the notice has reason to believe will promptly communicate  it to the director. The notice need not specify the purpose or the place of  the meeting, if the meeting is to be held at the principal executive office  of the corporation.

3.10 QUORUM

A majority of the authorized  number of directors shall constitute a quorum for the transaction of business,  except to adjourn as provided in Section 3.12 of these bylaws. Every act or  decision done or made by a majority of the directors present at a duly held  meeting at which a quorum is present shall be regarded as the act of the board  of directors, subject to the provisions of the certificate of incorporation  and applicable law.

A meeting at which a quorum  is initially present may continue to transact business notwithstanding the withdrawal  of directors, if any action taken is approved by at least a majority of the  quorum for that meeting.

3.11 WAIVER OF NOTICE

Notice of a meeting need  not be given to any director (i) who signs a waiver of notice, whether before  or after the meeting, or (ii) who attends the meeting other than for the express  purposed of objecting at the beginning of the meeting to the transaction of  any business because the meeting is not lawfully called or convened. All such  waivers shall be filed with the corporate records or made part of the minutes  of the meeting. A waiver of notice need not specify the purpose of any regular  or special meeting of the board of directors.

3.12 ADJOURNMENT

A majority of the directors  present, whether or not constituting a quorum, may adjourn any meeting of the  board to another time and place.

3.13 NOTICE OF ADJOURNMENT

Notice of the time and  place of holding an adjourned meeting of the board need not be given unless  the meeting is adjourned for more than twenty-four (24) hours. If the meeting  is adjourned for more than twenty-four (24) hours, then notice of the time and  place of the adjourned meeting shall be given before the adjourned meeting takes  place, in the manner specified in Section 3.9 of these bylaws, to the directors  who were not present at the time of the adjournment.

  3.14 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Any action required or  permitted to be taken by the board of directors may be taken without a meeting,  provided that all members of the board individually or collectively consent  in writing to that action. Such action by written consent shall have the same  force and effect as a unanimous vote of the board of directors. Such written  consent and any counterparts thereof shall be filed with the minutes of the  proceedings of the board of directors.

3.15 FEES AND COMPENSATION  OF DIRECTORS

Directors and members of  committees may receive such compensation, if any, for their services and such  reimbursement of expenses as may be fixed or determined by resolution of the  board of directors. This Section 3.15 shall not be construed to preclude any  director from serving the corporation in any other capacity as an officer, agent,  employee or otherwise and receiving compensation for those services.

3.16 APPROVAL OF LOANS  TO OFFICERS

The corporation may lend  money to, or guarantee any obligation of, or otherwise assist any officer or  other employee of the corporation or any of its subsidiaries, including any  officer or employee who is a director of the corporation or any of its subsidiaries,  whenever, in the judgment of the directors, such loan, guaranty or assistance  may reasonably be expected to benefit the corporation. The loan, guaranty or  other assistance may be with or without interest and may be unsecured, or secured  in such manner as the board of directors shall approve, including, without limitation,  a pledge of shares of stock of the corporation. Nothing contained in this section  shall be deemed to deny, limit or restrict the powers of guaranty or warranty  of the corporation at common law or under any statute.

3.17 SOLE DIRECTOR PROVIDED  BY CERTIFICATE OF INCORPORATION

In the event only one director  is required by these bylaws or the certificate of incorporation, then any reference  herein to notices, waivers, consents, meetings or other actions by a majority  or quorum of the directors shall be deemed to refer to such notice, waiver,  etc., by such sole director, who shall have all the rights and duties and shall  be entitled to exercise all of the powers and shall assume all the responsibilities  otherwise herein described as given to the board of directors.

ARTICLE  IV

COMMITTEES

4.1 COMMITTEES OF DIRECTORS

The board of directors  may, by resolution adopted by a majority of the authorized number of directors,  designate one (1) or more committees, each consisting of two or more directors,  to serve at the pleasure of the board. The board may designate one (1) or more  directors as alternate members of any committee, who may replace any absent  or disqualified member at any meeting of the committee. The appointment of members  or alternate members of a committee requires the vote of a majority of the authorized  number of directors. Any committee, to the extent provided in the resolution  of the board, shall have and may exercise all the powers and authority of the  board, but no such committee shall have the power or authority to (i) amend  the certificate of incorporation (except that a committee may, to the extent  authorized in the resolution or resolutions providing for the issuance of shares  of stock adopted by the board of directors as provided in Section 151(a) of  the General Corporation Law of Delaware, fix the designations and any of the  preferences or rights of such shares relating to dividends, redemption, dissolution,  any distribution of assets of the corporation or the conversion into, or the  exchange of such shares for, shares of any other class or classes or any other  series of the same or any other class or classes of stock of the corporation),  (ii) adopt an agreement of merger or consolidation under Sections 251 or 252  of the General Corporation Law of Delaware, (iii) recommend to the stockholders  the sale, lease or exchange of all or substantially all of the corporation's  property and assets, (iv) recommend to the stockholders a dissolution of the  corporation or a revocation of a dissolution or (v) amend the bylaws of the  corporation; and, unless the board resolution establishing the committee, the  bylaws or the certificate of incorporation expressly so provide, no such committee  shall have the power or authority to declare a dividend, to authorize the issuance  of stock, or to adopt a certificate of ownership and merger pursuant to Section  253 of the General Corporation Law of Delaware.

4.2 MEETINGS AND ACTION  OF COMMITTEES

Meetings and actions of  committees shall be governed by, and held and taken in accordance with, the  following provisions of Article III of these bylaws: Section 3.6 (place of meetings;  meetings by telephone), Section 3.8 (regular meetings), Section 3.9 (special  meetings; notice), Section 3.10 (quorum), Section 3.11 (waiver of notice), Section  3.12 (adjournment), Section 3.13 (notice of adjournment) and Section 3.14 (board  action by written consent without meeting), with such changes in the context  of those bylaws as are necessary to substitute the committee and its members  for the board of directors and its members; provided, however, that the time  of regular meetings of committees may be determined either by resolution of  the board of directors or by resolution of the committee, that special meetings  of committees may also be called by resolution of the board of directors, and  that notice of special meetings of committees shall also be given to all alternate  members, who shall have the right to attend all meetings of the committee. The  board of directors may adopt rules for the government of any committee not inconsistent  with the provisions of these bylaws.

  4.3 COMMITTEE MINUTES

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

ARTICLE  V

OFFICERS

5.1 OFFICERS

The Corporate Officers  of the corporation shall be a president, a secretary and a chief financial officer.  The corporation may also have, at the discretion of the board of directors,  a chairman of the board, one or more vice presidents (however denominated),  one or more assistant secretaries, a treasurer and one or more assistant treasurers,  and such other officers as may be appointed in accordance with the provisions  of Section 5.3 of these bylaws. Any number of offices may be held by the same  person.

In addition to the Corporate  Officers of the Company described above, there may also be such Administrative  Officers of the corporation as may be designated and appointed from time to  time by the president of the corporation in accordance with the provisions of  Section 5.12 of these bylaws.

5.2 ELECTION OF OFFICERS

The Corporate Officers  of the corporation, except such officers as may be appointed in accordance with  the provisions of Section 5.3 or Section 5.5 of these bylaws, shall be chosen  by the board of directors, subject to the rights, if any, of an officer under  any contract of employment, and shall hold their respective offices for such  terms as the board of directors may from time to time determine.

5.3 SUBORDINATE OFFICERS

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

The president may from  time to time designate and appoint Administrative Officers of the corporation  in accordance with the provisions of Section 5.12 of these bylaws.

  5.4 REMOVAL AND RESIGNATION OF OFFICERS

Subject to the rights,  if any, of a Corporate Officer under any contract of employment, any Corporate  Officer may be removed, either with or without cause, by the board of directors  at any regular or special meeting of the board or, except in case of a Corporate  Officer chosen by the board of directors, by any Corporate Officer upon whom  such power of removal may be conferred by the board of directors.

Any Corporate Officer may  resign at any time by giving written notice to the corporation. Any resignation  shall take effect at the date of the receipt of that notice or at any later  time specified in that notice; and, unless otherwise specified in that notice,  the acceptance of the resignation shall not be necessary to make it effective.  Any resignation is without prejudice to the rights, if any, of the corporation  under any contract to which the Corporate Officer is a party.

Any Administrative Officer  designated and appointed by the president may be removed, either with or without  cause, at any time by the president. Any Administrative Officer may resign at  any time by giving written notice to the president or to the secretary of the  corporation.

5.5 VACANCIES IN OFFICES

A vacancy in any office  because of death, resignation, removal, disqualification or any other cause  shall be filled in the manner prescribed in these bylaws for regular appointments  to that office.

5.6 CHAIRMAN OF THE  BOARD

The chairman of the board,  if such an officer be elected, shall, if present, preside at meetings of the  board of directors and exercise such other powers and perform such other duties  as may from time to time be assigned to him by the board of directors or as  may be prescribed by these bylaws. If there is no president, then the chairman  of the board shall also be the chief executive officer of the corporation and  shall have the powers and duties prescribed in Section 5.7 of these bylaws.

5.7 PRESIDENT

Subject to such supervisory  powers, if any, as may be given by the board of directors to the chairman of  the board, if there be such an officer, the president shall be the chief executive  officer of the corporation and shall, subject to the control of the board of  directors, have general supervision, direction and control of the business and  the officers of the corporation. He or she shall preside at all meetings of  the stockholders and, in the absence or nonexistence of a chairman of the board,  at all meetings of the board of directors. He or she shall have the general  powers and duties of management usually vested in the office of president of  a corporation, and shall have such other powers and perform such other duties  as may be prescribed by the board of directors or these bylaws.

  5.8 VICE PRESIDENTS

In the absence or disability  of the president, and if there is no chairman of the board, the vice presidents,  if any, in order of their rank as fixed by the board of directors or, if not  ranked, a vice president designated by the board of directors, shall perform  all the duties of the president and when so acting shall have all the powers  of, and be subject to all the restrictions upon, the president. The vice presidents  shall have such other powers and perform such other duties as from time to time  may be prescribed for them respectively by the board of directors, these bylaws,  the president or the chairman of the board.

5.9 SECRETARY

The secretary shall keep  or cause to be kept, at the principal executive office of the corporation or  such other place as the board of directors may direct, a book of minutes of  all meetings and actions of the board of directors, committees of directors  and stockholders. The minutes shall show the time and place of each meeting,  whether regular or special (and, if special, how authorized and the notice given),  the names of those present at directors' meetings or committee meetings, the  number of shares present or represented at stockholders' meetings and the proceedings  thereof.

The secretary shall keep,  or cause to be kept, at the principal executive office of the corporation or  at the office of the corporation's transfer agent or registrar, as determined  by resolution of the board of directors, a share register or a duplicate share  register, showing the names of all stockholders and their addresses, the number  and classes of shares held by each, the number and date of certificates evidencing  such shares and the number and date of cancellation of every certificate surrendered  for cancellation.

The secretary shall give,  or cause to be given, notice of all meetings of the stockholders and of the  board of directors required to be given by law or by these bylaws. He or she  shall keep the seal of the corporation, if one be adopted, in safe custody and  shall have such other powers and perform such other duties as may be prescribed  by the board of directors or by these bylaws.

5.10 CHIEF FINANCIAL  OFFICER

The chief financial officer  shall keep and maintain, or cause to be kept and maintained, adequate and correct  books and records of accounts of the properties and business transactions of  the corporation, including accounts of its assets, liabilities, receipts, disbursements,  gains, losses, capital, retained earnings and shares. The books of account shall  at all reasonable times be open to inspection by any director for a purpose  reasonably related to his position as a director.

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

5.11 ASSISTANT SECRETARY

The assistant secretary,  if any, or, if there is more than one, the assistant secretaries in the order  determined by the board of directors (or if there be no such determination,  then in the order of their election) shall, in the absence of the secretary  or in the event of his or her inability or refusal to act, perform the duties  and exercise the powers of the secretary and shall perform such other duties  and have such other powers as the board of directors may from time to time prescribe.

5.12 ADMINISTRATIVE  OFFICERS

In addition to the Corporate  Officers of the corporation as provided in Section 5.1 of these bylaws and such  subordinate Corporate Officers as may be appointed in accordance with Section  5.3 of these bylaws, there may also be such Administrative Officers of the corporation  as may be designated and appointed from time to time by the president of the  corporation. Administrative Officers shall perform such duties and have such  powers as from time to time may be determined by the president or the board  of directors in order to assist the Corporate Officers in the furtherance of  their duties. In the performance of such duties and the exercise of such powers,  however, such Administrative Officers shall have limited authority to act on  behalf of the corporation as the board of directors shall establish, including  but not limited to limitations on the dollar amount and on the scope of agreements  or commitments that may be made by such Administrative Officers on behalf of  the corporation, which limitations may not be exceeded by such individuals or  altered by the president without further approval by the board of directors.

5.13 AUTHORITY AND DUTIES  OF OFFICERS

In addition to the foregoing  powers, authority and duties, all officers of the corporation shall respectively  have such authority and powers and perform such duties in the management of  the business of the corporation as may be designated from time to time by the  board of directors.

ARTICLE  VI

INDEMNIFICATION  OF DIRECTORS, OFFICERS, EMPLOYEES  AND OTHER AGENTS

6.1 INDEMNIFICATION  OF DIRECTORS AND OFFICERS

  The corporation shall, to the maximum extent and in the manner permitted by  the General Corporation Law of Delaware as the same now exists or may hereafter  be amended, indemnify any person against expenses (including attorneys' fees),  judgments, fines, and amounts paid in settlement actually and reasonably incurred  in connection with any threatened, pending or completed action, suit, or proceeding  in which such person was or is a party or is threatened to be made a party by  reason of the fact that such person is or was a director or officer of the corporation.  For purposes of this Section 6.1, a "director" or "officer"  of the corporation shall mean any person (i) who is or was a director or officer  of the corporation, (ii) who is or was serving at the request of the corporation  as a director or officer of another corporation, partnership, joint venture,  trust or other enterprise, or (iii) who was a director or officer of a corporation  which was a predecessor corporation of the corporation or of another enterprise  at the request of such predecessor corporation.

The corporation shall be  required to indemnify a director or officer in connection with an action, suit,  or proceeding (or part thereof) initiated by such director or officer only if  the initiation of such action, suit, or proceeding (or part thereof) by the  director or officer was authorized by the Board of Directors of the corporation.

The corporation shall pay  the expenses (including attorney's fees) incurred by a director or officer of  the corporation entitled to indemnification hereunder in defending any action,  suit or proceeding referred to in this Section 6.1 in advance of its final disposition;  provided, however, that payment of expenses incurred by a director or officer  of the corporation in advance of the final disposition of such action, suit  or proceeding shall be made only upon receipt of an undertaking by the director  or officer to repay all amounts advanced if it should ultimately be determined  that the director of officer is not entitled to be indemnified under this Section  6.1 or otherwise.

The rights conferred on  any person by this Article shall not be exclusive of any other rights which  such person may have or hereafter acquire under any statute, provision of the  corporation's Certificate of Incorporation, these bylaws, agreement, vote of  the stockholders or disinterested directors or otherwise.

Any repeal or modification  of the foregoing provisions of this Article shall not adversely affect any right  or protection hereunder of any person in respect of any act or omission occurring  prior to the time of such repeal or modification.

6.2 INDEMNIFICATION  OF OTHERS

The corporation shall have  the power, to the maximum extent and in the manner permitted by the General  Corporation Law of Delaware as the same now exists or may hereafter be amended,  to indemnify any person (other than directors and officers) against expenses  (including attorneys' fees), judgments, fines, and amounts paid in settlement  actually and reasonably incurred in connection with any threatened, pending  or completed action, suit, or proceeding, in which such person was or is a party  or is threatened to be made a party by reason of the fact that such person is  or was an employee or agent of the corporation. For purposes of this Section  6.2, an "employee" or "agent" of the corporation (other  than a director or officer) shall mean any person (i) who is or was an employee  or agent of the corporation, (ii) who is or was serving at the request of the  corporation as an employee or agent of another corporation, partnership, joint  venture, trust or other enterprise, or (iii) who was an employee or agent of  a corporation which was a predecessor corporation of the corporation or of another  enterprise at the request of such predecessor corporation.  6.3 INSURANCE

The corporation may purchase  and maintain insurance on behalf of any person who is or was a director, officer,  employee or agent of the corporation, or is or was serving at the request of  the corporation as a director, officer, employee or agent of another corporation,  partnership, joint venture, trust or other enterprise against any liability  asserted against him or her and incurred by him or her in any such capacity,  or arising out of his or her status as such, whether or not the corporation  would have the power to indemnify him or her against such liability under the  provisions of the General Corporation Law of Delaware.

ARTICLE  VII

RECORDS  AND REPORTS

7.1 MAINTENANCE AND  INSPECTION OF RECORDS

The corporation shall,  either at its principal executive office or at such place or places as designated  by the board of directors, keep a record of its stockholders listing their names  and addresses and the number and class of shares held by each stockholder, a  copy of these bylaws as amended to date, accounting books and other records  of its business and properties.

Any stockholder of record,  in person or by attorney or other agent, shall, upon written demand under oath  stating the purpose thereof, have the right during the usual hours for business  to inspect for any proper purpose the corporation's stock ledger, a list of  its stockholders, and its other books and records and to make copies or extracts  therefrom. A proper purpose shall mean a purpose reasonably related to such  person's interest as a stockholder. In every instance where an attorney or other  agent is the person who seeks the right to inspection, the demand under oath  shall be accompanied by a power of attorney or such other writing that authorizes  the attorney or other agent to so act on behalf of the stockholder. The demand  under oath shall be directed to the corporation at its registered office in  Delaware or at its principal place of business.

7.2 INSPECTION BY DIRECTORS

Any director shall have  the right to examine (and to make copies of) the corporation's stock ledger,  a list of its stockholders and its other books and records for a purpose reasonably  related to his or her position as a director.

7.3 ANNUAL STATEMENT  TO STOCKHOLDERS

The board of directors  shall present at each annual meeting, and at any special meeting of the stockholders  when called for by vote of the stockholders, a full and clear statement of the  business and condition of the corporation.  7.4 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

The chairman of the board,  if any, the president, any vice president, the chief financial officer, the  secretary or any assistant secretary of this corporation, or any other person  authorized by the board of directors or the president or a vice president, is  authorized to vote, represent and exercise on behalf of this corporation all  rights incident to any and all shares of the stock of any other corporation  or corporations standing in the name of this corporation. The authority herein  granted may be exercised either by such person directly or by any other person  authorized to do so by proxy or power of attorney duly executed by such person  having the authority.

7.5 CERTIFICATION AND  INSPECTION OF BYLAWS

The original or a copy  of these bylaws, as amended or otherwise altered to date, certified by the secretary,  shall be kept at the corporation's principal executive office and shall be open  to inspection by the stockholders of the corporation, at all reasonable times  during office hours.

ARTICLE  VIII

GENERAL  MATTERS

8.1 RECORD DATE FOR  PURPOSES OTHER THAN NOTICE AND VOTING

For purposes of determining  the stockholders entitled to receive payment of any dividend or other distribution  or allotment of any rights or the stockholders entitled to exercise any rights  in respect of any change, conversion or exchange of stock, or for the purpose  of any other lawful action, the board of directors may fix, in advance, a record  date, which shall not precede the date upon which the resolution fixing the  record date is adopted and which shall not be more than sixty (60) days before  any such action. In that case, only stockholders of record at the close of business  on the date so fixed are entitled to receive the 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 the record date  so fixed, except as otherwise provided by law.

If the board of directors  does not so fix a record date, then the record date for determining stockholders  for any such purpose shall be at the close of business on the day on which the  board of directors adopts the applicable resolution.

8.2 CHECKS; DRAFTS;  EVIDENCES OF INDEBTEDNESS

From time to time, the  board of directors shall determine by resolution which person or persons may  sign or endorse all checks, drafts, other orders for payment of money, notes  or other evidences of indebtedness that are issued in the name of or payable  to the corporation, and only the persons so authorized shall sign or endorse  those instruments.  8.3 CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED

The board of directors,  except as otherwise provided in these bylaws, may authorize and empower any  officer or officers, or agent or agents, to enter into any contract or execute  any instrument in the name of and on behalf of the corporation; such power and  authority may be general or confined to specific instances. Unless so authorized  or ratified by the board of directors or within the agency power of an officer,  no officer, agent or employee shall have any power or authority to bind the  corporation by any contract or engagement or to pledge its credit or to render  it liable for any purpose or for any amount.

8.4 STOCK CERTIFICATES;  TRANSFER; PARTLY PAID SHARES

The shares of the corporation  shall be represented by certificates, provided that the board of directors of  the corporation may provide by resolution or resolutions that some or all of  any or all classes or series of its stock shall be uncertificated shares. Any  such resolution shall not apply to shares represented by a certificate until  such certificate is surrendered to the corporation. Notwithstanding the adoption  of such a resolution by the board of directors, every holder of stock represented  by certificates and, upon request, every holder of uncertificated shares, shall  be entitled to have a certificate signed by, or in the name of the corporation  by, the chairman or vice-chairman of the board of directors, or the president  or vice-president, and by the treasurer or an assistant treasurer, or the secretary  or an assistant secretary of such corporation representing the number of shares  registered in certificate form. Any or all of the signatures on the certificate  may be a facsimile. In case any officer, transfer agent or registrar who has  signed or whose facsimile signature has been placed upon a certificate has ceased  to be such officer, transfer agent or registrar before such certificate is issued,  it may be issued by the corporation with the same effect as if he or she were  such officer, transfer agent or registrar at the date of issue.

Certificates for shares  shall be of such form and device as the board of directors may designate and  shall state the name of the record holder of the shares represented thereby;  its number; date of issuance; the number of shares for which it is issued; a  summary statement or reference to the powers, designations, preferences or other  special rights of such stock and the qualifications, limitations or restrictions  of such preferences and/or rights, if any; a statement or summary of liens,  if any; a conspicuous notice of restrictions upon transfer or registration of  transfer, if any; a statement as to any applicable voting trust agreement; if  the shares be assessable, or, if assessments are collectible by personal action,  a plain statement of such facts.

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 to issue a new certificate  to the person entitled thereto, cancel the old certificate and record the transaction  upon its books.

  The corporation may issue the whole or any part of its shares as partly paid  and subject to call for the remainder of the consideration to be paid therefor.  Upon the face or back of each stock certificate issued to represent any such  partly paid shares, or upon the books and records of the corporation in the  case of uncertificated partly paid shares, the total amount of the consideration  to be paid therefor and the amount paid thereon shall be stated. Upon the declaration  of any dividend on fully paid shares, the corporation shall declare a dividend  upon partly paid shares of the same class, but only upon the basis of the percentage  of the consideration actually paid thereon.

8.5 SPECIAL DESIGNATION  ON CERTIFICATES

If the corporation is authorized  to issue more than one class of stock or more than one series of any class,  then the powers, the designations, the preferences and the relative, participating,  optional or other special rights of each class of stock or series thereof and  the qualifications, limitations or restrictions of such preferences and/or rights  shall be set forth in full or summarized on the face or back of the certificate  that the corporation shall issue to represent such class or series of stock;  provided, however, that, except as otherwise provided in Section 202 of the  General Corporation Law of Delaware, in lieu of the foregoing requirements there  may be set forth on the face or back of the certificate that the corporation  shall issue to represent such class or series of stock a statement that the  corporation will furnish without charge to each stockholder who so requests  the powers, the designations, the preferences and the relative, participating,  optional or other special rights of each class of stock or series thereof and  the qualifications, limitations or restrictions of such preferences and/or rights.

8.6 LOST CERTIFICATES

Except as provided in this  Section 8.6, no new certificates for shares shall be issued to replace a previously  issued certificate unless the latter is surrendered to the corporation and cancelled  at the same time. The board of directors may, in case any share certificate  or certificate for any other security is lost, stolen or destroyed, authorize  the issuance of replacement certificates on such terms and conditions as the  board may require; the board may require indemnification of the corporation  secured by a bond or other adequate security sufficient to protect the corporation  against any claim that may be made against it, including any expense or liability,  on account of the alleged loss, theft or destruction of the certificate or the  issuance of the replacement certificate.

8.7 TRANSFER AGENTS  AND REGISTRARS

The board of directors  may appoint one or more transfer agents or transfer clerks, and one or more  registrars, each of which shall be an incorporated bank or trust company --  either domestic or foreign, who shall be appointed at such times and places  as the requirements of the corporation may necessitate and the board of directors  may designate.

8.8 CONSTRUCTION; DEFINITIONS

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

ARTICLE  IX

AMENDMENTS

The original or other bylaws  of the corporation may be adopted, amended or repealed by the stockholders entitled  to vote or by the board of directors of the corporation. The fact that such  power has been so conferred upon the directors shall not divest the stockholders  of the power, nor limit their power to adopt, amend or repeal bylaws.

Whenever an amendment or  new bylaw is adopted, it shall be copied in the book of bylaws 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 the filing of  the operative written consent(s) shall be stated in said book.

  

----

  CERTIFICATE OF ADOPTION OF BYLAWS

OF

SOCKET COMMUNICATIONS,  INC.

Adoption  by Incorporator

  The undersigned person appointed in the Certificate of Incorporation to act  as the Incorporator of Socket Communications, Inc. hereby adopts the foregoing  bylaws, comprising twenty-two (22) pages, as the Bylaws of the corporation.

Executed this 11th day  of May 1995.

> 
 

 /s/                    Christopher F. Boyd                    Christopher F. Boyd, Incorporator

 

 

 

 

 

 

 

 

----

 

  BYLAWS

OF

SOCKET COMMUNICATIONS,  INC.  (a Delaware corporation)

 

 

 

 

 

 

 

 

 

 

----

BYLAWS  OF  SOCKET COMMUNICATIONS, INC.  (a Delaware corporation)

 

| **TABLE        OF CONTENTS** |
|------------------------------|
|                      |    |    |  |
| ARTICLE      I               |
|                              | CORPORATE      OFFICES |   |
|                              | 1.1 | REGISTERED      OFFICE |   |
|                              | 1.2 | OTHER      OFFICES |   |
|                              |  |  |  |
| ARTICLE      II              |
|                              | MEETINGS      OF STOCKHOLDERS |   |
|                              | 2.1 | PLACE OF MEETINGS |   |
|                              | 2.2 | ANNUAL      MEETING |   |
|                              | 2.3 | SPECIAL      MEETING |   |
|                              | 2.4 | NOTICE      OF STOCKHOLDERS' MEETINGS |   |
|                              | 2.5 | ADVANCE      NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS |   |
|                              | 2.6 | MANNER      OF GIVING NOTICE; AFFIDAVIT OF NOTICE |   |
|                              | 2.7 | QUORUM |   |
|                              | 2.8 | ADJOURNED      MEETING; NOTICE |   |
|                              | 2.9 | VOTING |   |
|                              | 2.10 | STOCKHOLDER      ACTION BY WRITTEN CONSENT WITHOUT A MEETING |   |
|                              | 2.11 | RECORD      DATE FOR STOCKHOLDER NOTICE; VOTING |   |
|                              | 2.12 | PROXIES |   |
|                              | 2.13 | ORGANIZATION |   |
|                              | 2.14 | LIST      OF STOCKHOLDERS ENTITLED TO VOTE |   |
|                              | 2.15 | WAIVER      OF NOTICE |   |
|                              |  |  |  |
| ARTICLE      III             |
|                              | DIRECTORS |   |
|                              | 3.1 | POWERS |   |
|                              | 3.2 | NUMBER      OR DIRECTORS |   |
|                              | 3.3 | ELECTION      AND TERM OF OFFICE OF DIRECTORS |   |
|                              | 3.4 | RESIGNATION      AND VACANCIES |   |
|                              | 3.5 | REMOVAL      OF DIRECTORS |   |
|                              | 3.6 | PLACE      OF MEETINGS; MEETINGS BY TELEPHONE |   |
|                              | 3.7 | FIRST      MEETINGS |   |
|                              | 3.8 | REGULAR      MEETINGS |   |
|                              | 3.9 | SPECIAL      MEETINGS; NOTICE |   |
|                              | 3.10 | QUORUM |   |
|                              | 3.11 | WAIVER      OF NOTICE |   |
|                              | 3.12 | ADJOURNMENT |   |
|                              | 3.13 | NOTICE      OF ADJOURNMENT |   |
|                              | 3.14 | BOARD      ACTION BY WRITTEN CONSENT WITHOUT A MEETING |   |
|                              | 3.15 | FEES      AND COMPENSATION OF DIRECTORS |   |
|                              | 3.16 | APPROVAL      OF LOANS TO OFFICERS |   |
|                              | 3.17 | SOLE      DIRECTOR PROVIDED BY CERTIFICATE OF INCORPORATION |   |
|                              |  |  |  |
| ARTICLE      IV              |
|                              | COMMITTEES |   |
|                              | 4.1 | COMMITTEES      OF DIRECTORS |   |
|                              | 4.2 | MEETINGS      AND ACTION OF COMMITTEES |   |
|                              | 4.3 | COMMITTEE      MINUTES |   |
|                              |  |  |   |
| ARTICLE      V               |
|                              | OFFICERS |   |
|                              | 5.1 | OFFICERS |   |
|                              | 5.2 | ELECTION      OF OFFICERS |   |
|                              | 5.3 | SUBORDINATE      OFFICERS |   |
|                              | 5.4 | REMOVAL      AND RESIGNATION OF OFFICERS |   |
|                              | 5.5 | VACANCIES      IN OFFICES |   |
|                              | 5.6 | CHAIRMAN      OF THE BOARD |   |
|                              | 5.7 | PRESIDENT |   |
|                              | 5.8 | VICE      PRESIDENTS |   |
|                              | 5.9 | SECRETARY |   |
|                              | 5.10 | CHIEF      FINANCIAL OFFICER |   |
|                              | 5.11 | ASSISTANT      SECRETARY |   |
|                              | 5.12 | ADMINISTRATIVE      OFFICERS |   |
|                              | 5.13 | AUTHORITY      AND DUTIES OF OFFICERS |   |
|                              |  |  |  |
| ARTICLE      VI              |
|                              | INDEMNIFICATION      OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS |
|                              | 6.1 | INDEMNIFICATION      OF DIRECTORS AND OFFICERS |   |
|                              | 6.2 | INDEMNIFICATION      OF OTHERS |   |
|                              | 6.3 | INSURANCE |   |
|                              |  |  |   |
| ARTICLE      VII             |
|                              | RECORDS      AND REPORTS |   |
|                              | 7.1 | MAINTENANCE      AND INSPECTION OF RECORDS |   |
|                              | 7.2 | INSPECTION      BY DIRECTORS |   |
|                              | 7.3 | ANNUAL      STATEMENT TO STOCKHOLDERS |   |
|                              | 7.4 | REPRESENTATION      OF SHARES OF OTHER CORPORATIONS |   |
|                              | 7.5 | CERTIFICATION      AND INSPECTION OF BYLAWS |   |
|                              |  |  |  |
| ARTICLE      VIII            |
|                              | GENERAL      MATTERS |   |
|                              | 8.1 | RECORD      DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING |   |
|                              | 8.2 | CHECKS;      DRAFTS; EVIDENCES OF INDEBTEDNESS |   |
|                              | 8.3 | CORPORATE      CONTRACTS AND INSTRUMENTS: HOW EXECUTED |   |
|                              | 8.4 | STOCK      CERTIFICATES; TRANSFERS; PARTLY PAID SHARES |   |
|                              | 8.5 | SPECIAL      DESIGNATION ON CERTIFICATES |   |
|                              | 8.6 | LOST      CERTIFICATES |   |
|                              | 8.7 | TRANSFER      AGENTS AND REGISTRARS |   |
|                         | 8.8 | CONSTRUCTION;      DEFINITIONS |   |
|                              |  |  |  |
| ARTICLE      IX              |
|                              | AMENDMENTS |   |
|                              |   |  |