Exhibit
3.3




BYLAWS


OF


MERGE
HEALTHCARE INCORPORATED


(a
Delaware corporation)




ARTICLE
I.  OFFICES




1.01.                      Principal
and Business Offices.  The corporation may have such principal
and other business offices, either within or without the State of Delaware, as
the Board of Directors may designate or as the business of the corporation may
require from time to time.




1.02.                      Registered
Office.  The registered office of the corporation shall be
maintained in the City of Wilmington, State of Delaware, and the registered
agent in charge thereof is The Corporation Trust Company.  The
registered agent and the address of the registered office may be changed from
time to time by the Board of Directors.




ARTICLE
II.  STOCKHOLDERS




2.01.                      Annual
Meeting.  The annual meeting of the stockholders of the
corporation (the “Annual Meeting”) shall be held at such time and date as may be
fixed by or under the authority of the Board of Directors, for the purpose of
electing directors and for the transaction of such other business as may
properly come before the Annual Meeting in accordance with Section 2.13 of these
bylaws.  In fixing a meeting date for any Annual Meeting, the Board of
Directors may consider such factors as it deems relevant within the good faith
exercise of its business judgment.




2.02.                      Special
Meetings.  A special meeting of the stockholders (a “Special
Meeting”) may be called only by (i) the Chairman of the Board,
(ii) the Chief Executive Officer, or (iii) the Board of
Directors.  Business conducted at each Special Meeting shall be
confined to the purposes stated in the notice of such meeting.




2.03.                      Place
of Meeting.  The Board of Directors, the Chairman of the Board
or the Chief Executive Officer may designate any place, either within or without
the State of Delaware, as the place of meeting for any Annual Meeting or for any
Special Meeting, or for any postponement thereof.  If no designation
is made, the place of meeting shall be the principal business office of the
corporation.  Any meeting may be adjourned to reconvene at any place
designated by vote of the Board of Directors or by the Chairman of the Board or
the Chief Executive Officer.




2.04.                      Notice
of Meeting.  Written notice stating the place, day and hour of
any Annual Meeting or Special Meeting shall be delivered not less than ten (10)
(unless a longer period is required by the General Corporation Law of Delaware
(the “DGCL”)) nor more than seventy (70) days before the date of such meeting,
either personally or by mail, by or at the direction of the Secretary, to each
stockholder of record entitled to vote at such meeting and to other stockholders
as may be required by the DGCL.  If mailed, notice pursuant to this
Section 2.04 shall be deemed to be effective when deposited in the United States
of America mail, addressed to each stockholder at his or her address as it
appears on the stock record books of the corporation, with postage thereon
prepaid.  Unless otherwise required by the DGCL, a notice of an Annual
Meeting need not include a description of the purpose for which the meeting is
called.  In the case of any Special Meeting, the notice of meeting
shall describe any business that the Board of Directors shall have theretofore
determined to bring before the meeting.  If an Annual Meeting or
Special Meeting is adjourned to a different date, time or place, the corporation
shall not be required to give notice of the new date, time or place if the new
date, time or place is announced at the meeting before adjournment; provided,
however,
that if a new Meeting Record Date for an adjourned meeting is or must be fixed,
the corporation shall give notice of the adjourned meeting to persons who are
stockholders as of the new Meeting Record Date.




2.05.                      Fixing
of Record Date.  The Board of Directors may fix in advance a
date not less than ten (10) days and not more than sixty (60) days prior to the
date of any Annual Meeting or Special Meeting as the record date for the
determination of stockholders entitled to notice of, or to vote at, such meeting
(the “Meeting Record Date”).  The stockholders of record on the
Meeting Record Date shall be the stockholders entitled to notice of and to vote
at the meeting.  A determination of stockholders entitled to notice of
and to vote at any Annual Meeting or Special Meeting is effective for any
adjournment of such meeting unless the Board of Directors fixes a new Meeting
Record Date.  The Board of Directors may also fix in advance a date as
the record date for the purpose of determining stockholders entitled to take any
other action or determining stockholders for any other purpose.  Such
record date shall be not more than sixty (60) days prior to the date on which
the particular action, requiring such determination of stockholders, is to be
taken.  The record date for determining stockholders entitled to a
distribution (other than a distribution involving a purchase, redemption or
other acquisition of the corporation’s shares) or a share dividend is the date
on which the Board of Directors authorizes the distribution or share dividend,
as the case may be, unless the Board of Directors fixes a different record
date.




2.06.                      Stockholder
Lists.  After a Meeting Record Date has been fixed, the
corporation shall prepare a list of the names of all of the stockholders
entitled to notice of the meeting.  The list shall be arranged by
class or series of shares, if any, and show the address of and number of shares
held by each stockholder.  Such list shall be available for inspection
by any stockholder, beginning two (2) business days after notice of the meeting
is given for which the list was prepared and continuing to the date of the
meeting, at the corporation’s principal office or at a place identified in the
meeting notice in the city where the meeting will be held.  A
stockholder or his or her agent may, on written demand, inspect and, subject to
the limitations imposed by the DGCL, copy the list, during regular business
hours and at his or her expense, during the period that it is available for
inspection pursuant to this Section 2.06.  The corporation shall make
the stockholders’ list available at the meeting and any stockholder or his or
her agent or attorney may inspect the list at any time during the meeting or any
adjournment thereof.  Refusal or failure to prepare or make available
the stockholders’ list shall not affect the validity of any action taken at a
meeting of stockholders.




2.07.                      Quorum
and Voting Requirements; Postponements; Adjournments.  The
holders of a majority of the shares of capital 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 expressly provided by the DGCL, the Certificate of
Incorporation or these bylaws.  If, however, such majority shall not
be present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or by proxy, shall have the power,
by the vote of the holders of a majority of the capital stock thereon, to
adjourn the meeting from time to time, without notice other than announcement at
the meeting (except as otherwise provided by the DGCL).  At such
adjourned meeting at which the requisite amount of shares of voting stock shall
be represented, any business may be transacted that might have been transacted
at the meeting as originally scheduled.  At all meetings of the
stockholders, each stockholder having the right to vote shall be entitled to
vote in person, or by proxy appointed by an instrument in writing subscribed by
such stockholder and hearing a date not more than three (3) years prior to said
meeting, unless such instrument lawfully provides for a longer
period.  At each meeting of the stockholders, each stockholder shall
have one (1) vote for each share of capital stock having voting power,
registered in his or her name on the books of the corporation at the record date
fixed or otherwise determined in accordance with these bylaws.  Except
as otherwise expressly provided by the DGCL, the Certificate of Incorporation or
these bylaws, all matters coming before any meeting of the stockholders shall be
decided by the vote of a majority of the number of shares of stock present in
person or represented by proxy at such meeting and entitled to vote thereat;
provided,
however,
that a quorum shall be present.  The directors shall be elected by the
stockholders at the annual meeting or any special meeting called for such
purpose.   Unless otherwise provided in the Certificates of
Incorporation, directors shall be elected by a plurality of the votes cast by
the shares entitled to vote in the election of directors at any Annual Meeting
or Special Meeting at which a quorum is present.  For purposes of this
Section 2.07, “plurality” means that the individuals with the largest number of
votes are elected as directors up to the maximum number of directors to be
chosen at the Annual Meeting or Special Meeting.




2.08.                      Conduct
of Meetings.  The Chairman of the Board, and in his or her
absence, the Chief Executive Officer, shall call any Annual Meeting or Special
Meeting to order and shall act as chairman of such meeting.  In the
absence of the Chairman of the Board and the Chief Executive Officer, such
duties shall be performed by the President.  In the absence of the
Chairman of the Board, the Chief Executive Officer and the President, such
duties shall be performed by a Vice President in the order provided under
Section 4.07, or in their absence, by any person chosen by the stockholders
present.  The Secretary of the corporation shall act as secretary of
all Annual Meetings and Special Meetings, but, in the absence of the Secretary,
the presiding officer may appoint any other person to act as secretary of the
meeting.




2.09.                      Proxies.  At
any Annual Meeting or Special Meeting, a stockholder entitled to vote may vote
in person or by proxy.  A stockholder may appoint a proxy to vote or
otherwise act for the stockholder by signing an appointment form, either
personally or by his or her attorney–in–fact.  An appointment of a
proxy is effective when received by the Secretary or other officer or agent of
the corporation authorized to tabulate votes.  An appointment is valid
for eleven (11) months from the date of its signing unless a different period is
expressly provided in the appointment form.  The Board of Directors
shall have the power and authority to make rules establishing presumptions as to
the validity and sufficiency of proxies.




2.10.                      Voting
of Shares.  Each outstanding share shall be entitled to one (1)
vote upon each matter submitted to a vote at any Annual Meeting or Special
Meeting except to the extent that the voting rights of the shares of any class
or classes are enlarged, limited or denied by the Certificate of Incorporation
or the DGCL.




2.11.                      Acceptance
of Instruments Showing Stockholder Action.  If the name signed
on a vote, consent, waiver or proxy appointment corresponds to the name of a
stockholder, the corporation, if acting in good faith, may accept the vote,
consent, waiver or proxy appointment and give it effect as the act of a
stockholder.  If the name signed on a vote, consent, waiver or proxy
appointment does not correspond to the name of a stockholder, the corporation,
if acting in good faith, may accept the vote, consent, waiver or proxy
appointment and give it effect as the act of the stockholder if any of the
following apply:




(a)           The
stockholder is an entity and the name signed purports to be that of an officer
or agent of the entity.




(b)           The
name purports to be that of a personal representative, administrator, executor,
guardian or conservator representing the stockholder and, if the corporation
requests, evidence of fiduciary status acceptable to the corporation is
presented with respect to the vote, consent, waiver or proxy
appointment.




(c)           The
name signed purports to be that of a receiver or trustee in bankruptcy of the
stockholder and, if the corporation requests, evidence of this status acceptable
to the corporation is presented with respect to the vote, consent, waiver or
proxy appointment.




(d)           The
name signed purports to be that of a pledgee, beneficial owner, or
attorney–in–fact of the stockholder and, if the corporation requests, evidence
acceptable to the corporation of the signatory’s authority to sign for the
stockholder is presented with respect to the vote, consent, waiver or proxy
appointment.




(e)           Two
(2) or more persons are the stockholders as co–tenants or fiduciaries and the
name signed purports to be the name of at least one (1) of the co–owners and the
person signing appears to be acting on behalf of all co–owners.




The
corporation may reject a vote, consent, waiver or proxy appointment if the
Secretary or other officer or agent of the corporation who is authorized to
tabulate votes, acting in good faith, has reasonable basis for doubt about the
validity of the signature on it or about the signatory’s authority to sign for
the stockholder.




2.12.                      Waiver
of Notice by Stockholders.  A stockholder may waive any notice
required by the DGCL, the Certificate of Incorporation or these bylaws before or
after the date and time stated in the notice.  The waiver shall be in
writing and signed by the stockholder entitled to the notice, contain the same
information that would have been required in the notice under applicable
provisions of the DGCL (except that the time and place of meeting need not be
stated) and be delivered to the corporation for inclusion in the corporate
records.  A stockholder’s attendance at any Annual Meeting or Special
Meeting, in person or by proxy, waives objection to all of the
following:  (a) lack of notice or defective notice of the
meeting, unless the stockholder at the beginning of the meeting or promptly upon
arrival objects to holding the meeting or transacting business at the meeting;
and (b) consideration of a particular matter at the meeting that is not
within the purpose described in the meeting notice, unless the stockholder
objects to considering the matter when it is presented.




2.13.                      Notice
of Stockholder Business and Nomination of Directors.




(a)                      Nominations
of persons for election to the Board of Directors of the corporation and the
proposal of business to be considered by the stockholders may be made at an
Annual Meeting (A) pursuant to the corporation’s notice of meeting,
(B) by or at the direction of the Board of Directors, or (C) by any
stockholder of the corporation who is a stockholder of record at the time of
giving of notice provided for in this bylaw and who is entitled to vote at the
meeting and complies with the notice procedures set forth in this Section
2.13.




(b)                      For
nominations, the stockholder must have given timely notice thereof in writing to
the Secretary of the corporation.  To be timely, a stockholder’s
notice shall be received by the Secretary of the corporation at the principal
executive offices of the corporation not less than sixty (60) days nor more than
ninety (90) days prior to the first anniversary of the date of the prior year’s
annual meeting.  Such stockholder’s notice shall be signed by the
stockholder of record who intends to make the nomination (or his duly authorized
proxy or other representative), shall bear the date of signature of such
stockholder (or proxy or other representative) and shall set
forth:  (A) the name and address, as they appear on this
corporation’s books, of such stockholder and the beneficial owner or owners, if
any, on whose behalf the nomination or proposal is made; (B) the class and
number of shares of the corporation which are beneficially owned by such
stockholder or beneficial owner or owners; (C) a representation that such
stockholder is a holder of record of shares of the corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
make the nomination or introduce the other business specified in the notice; and
(D) the name and residence address of the person or persons to be
nominated, (II) a description of all arrangements or understandings between
such stockholder or beneficial owner or owners and each nominee and any other
person or persons (naming such person or persons) pursuant to which the
nomination is to be made by such stockholder, (III) such other information
regarding each nominee proposed by such stockholder as would be required to be
disclosed in solicitations of proxies for elections of directors, or would be
otherwise required to be disclosed, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended, including any information
that would be required to be included in a proxy statement filed pursuant to
Regulation 14A had the nominee been nominated by the Board of Directors, and
(IV) the written consent of each nominee to be named in a proxy statement
and to serve as a director of the corporation if so elected.




ARTICLE
III.  BOARD OF DIRECTORS




3.01.                      General
Powers and Number.  All corporate powers shall be exercised by
or under the authority of, and the business and affairs of the corporation shall
be managed under the direction of, its Board of Directors.  The number
of directors of the corporation shall consist of not less than three (3) nor
more than eleven (11) individuals.  The specific number of directors
shall be fixed from time to time by the Board of Directors.




3.02.                      Chairman
of the Board.  The Board of Directors shall annually elect one
(1) of its members to be Chairman of the Board and shall fill any vacancy in the
position of Chairman of the Board at such time and in such manner as the Board
of Directors shall determine.  The Chairman of the Board shall preside
at all meetings of the Board of Directors and of stockholders.  The
Chairman shall perform such other duties and services as shall be assigned to or
required of the Chairman by the Board of Directors.




3.03.                      Tenure
and Qualifications.  Each director shall hold office until the
next Annual Meeting and until his or her successor shall have been elected and
qualified, or until there is a decrease in the number of directors which takes
effect after the expiration of his or her term, or until his or her prior death,
resignation or removal.  A director may be removed by the stockholders
only at a meeting called for the purpose of removing the director, and the
meeting notice shall state that the purpose or one of the purposes, of the
meeting is removal of the director.  A director may be removed from
office but only for cause (as defined herein) if the number of votes cast to
remove the director exceeds the number of votes cast not to remove him or her;
provided,
however,
that, if the Board of Directors, by resolution, shall have recommended removal
of a director, then the stockholders may remove such director without cause by
the vote referred to above.  As used herein, “cause” shall exist only
if the director whose removal is proposed has been convicted of a felony by a
court of competent jurisdiction or has been adjudged liable for actions or
omissions in the performance of his or her duty to the corporation in a matter
which has had a materially adverse effect on the business of the
corporation.  A director may resign at any time by delivering written
notice which complies with the DGCL to the Chairman of the Board or to the
corporation.  A director’s resignation is effective when the notice is
delivered unless the notice specifies a later effective
date.  Directors need not be residents of the State of
Delaware.




3.04.                      Regular
Meetings.  A regular meeting of the Board of Directors shall be
held without other notice than this bylaw immediately after the Annual Meeting,
and each adjourned session thereof.  The place of such regular meeting
shall be the same as the place of the Annual Meeting which precedes it, or such
other suitable place as may be announced at such Annual Meeting.  The
Board of Directors may provide, by resolution, the time and place, either within
or without the State of Delaware, for the holding of additional regular meetings
without other notice than such resolution.




3.05.                      Special
Meetings.  Special meetings of the Board of Directors may be
called by or at the request of the Chairman of the Board, the Chief Executive
Officer or any three (3) directors.  The Chairman of the Board or the
Chief Executive Officer may fix any place, either within or without the State of
Delaware, as the place for holding any special meeting of the Board of
Directors, and if no other place is fixed the place of meeting shall be the
principal business office of the corporation.




3.06.                      Notice;
Waiver.  Notice of each meeting of the Board of Directors
(unless otherwise provided in or pursuant to Section 3.04) shall be given by
written notice delivered or communicated in person, by electronic mail,
telegram, telefacsimile or other form of wire or wireless communication, or by
mail or private carrier, to each director at his or her business address or at
such other address as such director shall have designated in writing filed with
the Secretary, in each case not less than forty eight (48) hours prior to the
time of the meeting.  If mailed, such notice shall be deemed to be
effective when deposited in the United States of America mail so addressed, with
postage thereon prepaid.  If notice be given by electronic mail,
telegram, telefacsimile or other form of wire or wireless communication, such
notice shall be deemed to be effective when transmitted for
delivery.  If notice is given by private carrier, such notice shall be
deemed to be effective when the notice is delivered to the private
carrier.  Whenever any notice whatever is required to be given to any
director of the corporation under the Certificate of Incorporation or these
bylaws or any provision of the DGCL, a waiver thereof in writing, signed at any
time, whether before or after the time of meeting, by the director entitled to
such notice, shall be deemed equivalent to the giving of such
notice.  The corporation shall retain any such waiver as part of the
permanent corporate records.  A director’s attendance at or
participation in a meeting waives any required notice to him or her of the
meeting unless the director at the beginning of the meeting or promptly upon his
or her arrival objects to holding the meeting or transacting business at the
meeting and does not thereafter vote for or assent to action taken at the
meeting.  Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting.




3.07.                      Quorum.  Except
as otherwise provided by the DGCL or by the Certificate of Incorporation or
these bylaws, a majority of the number of directors determined in accordance
with Section 3.01 shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors, but a majority of the directors present
(though less than such quorum) may adjourn the meeting from time to time without
further notice.




3.08.                      Manner
of Acting.  The act of the majority of the directors present at
a meeting at which a quorum is present shall be the act of the Board of
Directors, unless the act of a greater number is required by the DGCL or by the
Certificate of Incorporation or these bylaws.




3.09.                      Conduct
of Meetings.  The Chairman of the Board, and in his or her
absence, any director chosen by the directors present, shall call meetings of
the Board of Directors to order and shall act as chairman of the
meeting.  The Secretary of the corporation shall act as secretary of
all meetings of the Board of Directors, but in the absence of the Secretary, the
presiding officer may appoint any Assistant Secretary or any director or other
person present to act as secretary of the meeting.  Minutes of any
regular or special meeting of the Board of Directors shall be prepared and
distributed to each director.




3.10.                      Vacancies.  Except
as provided below, any vacancy occurring in the Board of Directors, including a
vacancy resulting from an increase in the number of directors, may be filled by
any of the following:  (a) the stockholders; (b) the Board
of Directors; or (c) if the directors remaining in office constitute fewer
than a quorum of the Board of Directors, the directors, by the affirmative vote
of a majority of all directors remaining in office.  If the vacant
office was held by a director elected by a voting group of stockholders, only
the holders of shares of that voting group may vote to fill the vacancy if it is
filled by the stockholders, and only the remaining directors elected by that
voting group may vote to fill the vacancy if it is filled by the
directors.  A vacancy that will occur at a specific later date,
because of a resignation effective at a later date or otherwise, may be filled
before the vacancy occurs, but the new director may not take office until the
vacancy occurs.




3.11.                      Compensation.  The
Board of Directors, by affirmative vote of a majority of the directors then in
office, and irrespective of any personal interest of any of its members, may
establish reasonable compensation of all directors for services to the
corporation as directors, officers or otherwise, or may delegate such authority
to an appropriate committee.  The Board of Directors also shall have
authority to provide for or to delegate authority to an appropriate committee to
provide for reasonable pensions, disability or death benefits, and other
benefits or payments, to directors, officers and employees to the
corporation.




3.12.                      Presumption
of Assent.  A director of the corporation who is present at a
meeting of the Board of Directors or a committee thereof of which he or she is a
member at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless any of the following
occurs:  (a) the director objects at the beginning of the meeting
or promptly upon his arrival to holding the meeting or transacting business at
the meeting; (b) the director dissents or abstains from an action taken and
minutes of the meeting are prepared that show the director’s dissent or
abstention from the action taken; (c) the director delivers written notice
that complies with the DGCL of his dissent or abstention to the presiding
officer of the meeting before its adjournment or to the corporation immediately
after adjournment of the meeting; or (d) the director dissents or abstains
from an action taken, minutes of the meeting are prepared that fail to show the
director’s dissent or abstention from the action taken, and the director
delivers to the corporation a written notice of that failure that complies with
the DGCL promptly after receiving the minutes.  Such right to dissent
or abstain shall not apply to a director who voted in favor of such
action.




3.13.                      Committees.  The
Board of Directors by resolution adopted by the affirmative vote of a majority
of the number of directors set forth in Section 3.01 may create one (1) or more
committees, appoint members of the Board of Directors to serve on the committees
and designate other members of the Board of Directors to serve as
alternates.  Each committee shall have at least one (1) member who
shall, unless otherwise provided by the Board of Directors, serve at the
pleasure of the Board of Directors.  A committee may be authorized to
exercise the authority of the Board of Directors, except as otherwise limited by
the DGCL.  Unless otherwise provided by the Board of Directors in
creating the committee, a committee may employ counsel, accountants and other
consultants to assist it in the exercise of its authority.




3.14.                      Telephonic
Meetings.  Except as herein provided and notwithstanding any
place set forth in the notice of the meeting or these bylaws, members of the
Board of Directors (and any committee thereof) may participate in regular or
special meetings by, or through the use of, any means of communication by which
all participants may simultaneously hear each other, such as by telephone
conference.  If a meeting is conducted by such means, then at the
commencement of such meeting the presiding officer shall inform the
participating directors that a meeting is taking place at which official
business may be transacted.  Any participant in a meeting by such
means shall be deemed present in person at such
meeting.  Notwithstanding the foregoing, no action may be taken at any
meeting held by such means on any particular matter which the presiding officer
determines, in his sole discretion, to be inappropriate under the circumstances
for action at a meeting held by such means.  Such determination shall
be made and announced in advance of such meeting.




3.15.                      Unanimous
Consent without Meeting.  Any action required or permitted by
the Certificate of Incorporation or these bylaws or any provision of the DGCL to
be taken by the Board of Directors (or a committee thereof) at a meeting may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all members of the Board or of the committee, as the
case may be, then in office.  Such action shall be effective when the
last director or committee member signs the consent, unless the consent
specifies a different effective date.




ARTICLE
IV.  OFFICERS




4.01.                      Number.  The
principal officers of the corporation shall be a Chief Executive Officer, a
President, one (1) or more Vice Presidents, a Chief Financial Officer, a
Secretary, and a Treasurer, each of whom shall be elected by the Board of
Directors.  Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the Board of
Directors.  The Board of Directors may also authorize any duly
appointed officer to appoint one (1) or more officers or assistant
officers.  Any two (2) or more offices may be held by the same
person.




4.02.                      Election
and Term of Office.  The officers of the corporation to be
elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after the Annual
Meeting.  If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as conveniently may
be.  Each officer shall hold office until such officer’s successor
shall have been duly elected or until his or her prior death, resignation or
removal.




4.03.                      Removal
and Resignation.  The Board of Directors may remove any officer
and, unless restricted by the Board of Directors or these bylaws, an officer may
remove any officer or assistant officer appointed by that officer, at any time,
with or without cause and notwithstanding the contract rights, if any, of the
officer removed.  Election or appointment shall not of itself create
contract rights.  An officer may resign at any time by delivering
notice to the corporation that complies with the DGCL.  The
resignation shall be effective when the notice is delivered, unless the notice
specifies a later effective date and the corporation accepts the later effective
date.




4.04.                      Vacancies.  A
vacancy in any principal office because of death, resignation, removal,
disqualification or otherwise, shall be filled by the Board of Directors for the
unexpired portion of the term.  If a resignation of an officer is
effective at a later date as contemplated by Section 4.03 hereof, the Board of
Directors may fill the pending vacancy before the effective date if the Board
provides that the successor may not take office until the effective
date.




4.05.                      Chief
Executive Officer.  Subject to the control of the Board of
Directors, the Chief Executive Officer shall in general supervise and control
all of the business and affairs of the corporation.  He or she shall
have authority, subject to such rules as may be prescribed by the Board of
Directors, to appoint and remove such agents and employees of the corporation as
he or she shall deem necessary, to prescribe their powers, duties and
compensation, and to delegate authority to them.  He or she shall have
authority to sign, execute and acknowledge, on behalf of the corporation, all
deeds, mortgages, securities, contracts, leases, reports, and all other
documents or other instruments necessary or proper to be executed in the course
of the corporation’s regular business, or which shall be authorized by
resolution of the Board of Directors; and, except as otherwise provided by law
or the Board of Directors, he or she may authorize any elected President, Vice
President or other officer or agent of the corporation to sign, execute and
acknowledge such documents or instruments in his place and stead.  In
general, he or she shall perform all duties incident to the office of Chief
Executive Officer of the corporation and such other duties as may be prescribed
by the Board of Directors from time to time.




4.06.                      President.  In
the absence of the Chief Executive Officer or in the event of his or her death,
inability or refusal to act, or in the event for any reason it shall be
impracticable for the Chief Executive Officer to act personally, the President
shall perform the duties of the Chief Executive Officer, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
Chief Executive Officer.  He or she shall have authority, subject to
such rules as may be prescribed by the Board of Directors, to appoint such
agents and employees of the corporation as he or she shall deem necessary, to
prescribe their powers, duties and compensation, and to delegate authority to
them.  Such agents and employees shall hold office at the discretion
of the President.  He or she shall have authority to sign, execute and
acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock
certificates, contracts, leases, reports and all other documents or instruments
necessary or proper to be executed in the course of the corporation’s regular
business, or which shall be authorized by resolution of the Board of Directors;
and, except as otherwise provided by law or the Board of Directors, he or she
may authorize any Vice President or other officer or agent of the corporation to
sign, execute and acknowledge such documents or instruments in his place and
stead.  In general the President shall perform all duties incident to
the office of President and such other duties as may be prescribed by the Board
of Directors or the Chief Executive Officer from time to time.




4.07.                      The
Vice Presidents.  In the absence of the President or in the
event of his or her death, inability or refusal to act, or in the event for any
reason it shall be impracticable for the President to act personally, the Vice
President (or in the event there be more than one (1) Vice President, the Vice
Presidents in the order designated by the Board of Directors, or in the absence
of any designation, then in the order of their election) shall perform the
duties of the President, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the President.  Any Vice
President may sign, with the Secretary or Assistant Secretary, certificates for
shares of the corporation and shall perform such other duties and have such
authority as from time to time may be delegated or assigned to him or her by the
President, Chief Executive Officer or by the Board of Directors.  The
execution of any instrument of the corporation by any Vice President shall be
conclusive evidence, as to third parties, of his authority to act in the stead
of the President.




4.08.                      Chief
Financial Officer.  Subject to the control of the Board of
Directors and the Chief Executive Officer, the Chief Financial Officer shall in
general perform all of the duties incident to the office of Chief Financial
Officer and have such other duties and exercise such other authority as from
time to time may be delegated or assigned to him by the Chief Executive Officer
or by the Board of Directors.  He or she shall have authority to sign,
execute and acknowledge, on behalf of the corporation, all deeds, mortgages,
contracts, leases, reports, and all other documents or other instruments
necessary or proper to be executed in the course of the corporation’s regular
business, or which shall be authorized by the Chief Executive Officer or by
resolution of the Board of Directors.  The Chief Financial Officer
shall have the same authority as a Vice President of the corporation under these
bylaws to execute documents, contracts or the like on behalf of the corporation
or to otherwise bind the corporation.




4.09.                      The
Secretary.  The Secretary shall: (a) keep the minutes of
all Annual Meetings and Special Meetings and of all meetings of the Board of
Directors in one (1) or more books provided for that purpose (including records
of actions taken without a meeting); (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by the
DGCL; (c) be custodian of the corporate records and of the seal of the
corporation and see that the seal of the corporation is affixed to all documents
the execution of which on behalf of the corporation under its seal is duly
authorized; (d) maintain a record of the stockholders of the corporation,
in a form that permits preparation of a list of the names and addresses of all
stockholders, by class or series of shares and showing the number and class or
series of shares held by each stockholder; (e) sign with the Chief
Executive Officer, the President, or a Vice President, certificates for shares
of the corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; (f) have general charge of the stock
transfer books of the corporation; and (g) in general perform all duties
incident to the office of Secretary and have such other duties and exercise such
authority as from time to time may be delegated or assigned to him or her by the
President, the Chief Executive Officer or by the Board of
Directors.




4.10.                      The
Treasurer.  The Treasurer shall:  (a) have
charge and custody of and be responsible for all funds and securities of the
corporation; (b) maintain appropriate accounting records; (c) receive
and give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositaries as shall be selected in accordance
with the provisions of Section 5.04; and (d) in general perform all of the
duties incident to the office of Treasurer and have such other duties and
exercise such other authority as from time to time may be delegated or assigned
to him or her by the President, the Chief Executive Officer or by the Board of
Directors.  If required by the Board of Directors, the Treasurer shall
give a bond for the faithful discharge of his duties in such sum and with such
surety or sureties as the Board of Directors shall determine.




4.11.                      Assistant
Secretaries and Assistant Treasurers.  There shall be such
number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors may from time to time authorize.  The Assistant Secretaries
may sign with the Chief Executive Officer, the President or a Vice President,
certificates for shares of the corporation the issuance of which shall have been
authorized by a resolution of the Board of Directors.  The Assistant
Treasurers shall respectively, if required by the Board of Directors, give bonds
for the faithful discharge of their duties in such sums and with such sureties
as the Board of Directors shall determine.  The Assistant Secretaries
and Assistant Treasurers, in general, shall perform such duties and have such
authority as shall from time to time be delegated or assigned to them by the
Secretary or the Treasurer, respectively, or by the President, the Chief
Executive Officer or the Board of Directors.




4.12.                      Other
Assistants and Acting Officers.  The Board of Directors shall
have the power to appoint, or to authorize any duly appointed officer of the
corporation to appoint, any person to act as assistant to any officer, or as
agent for the corporation in his stead, or to perform the duties of such officer
whenever for any reason it is impracticable for such officer to act personally,
and such assistant or acting officer or other agent so appointed by the Board of
Directors or the appointing officer shall have the power to perform all the
duties of the office to which he or she is so appointed to be assistant, or as
to which he or she is so appointed to act, except as such power may be otherwise
defined or restricted by the Board of Directors or the appointing
officer.




4.13.                      Salaries.  The
salaries of the principal officers shall be fixed from time to time by the Board
of Directors or by a duly authorized committee thereof, and no officer shall be
prevented from receiving such salary by reason of the fact that he or she is
also a director of the corporation.




ARTICLE
V.  CONTRACTS, LOANS, CHECKS AND DEPOSITS;




SPECIAL
CORPORATE ACTS; FISCAL YEAR




5.01.                      Contracts.  The
Board of Directors may authorize any officer or officers, agent or agents, to
enter into any contract or execute or deliver any instrument in the name of and
on behalf of the corporation, and such authorization may be general or confined
to specific instances.  In the absence of other designation, all
deeds, mortgages and instruments of assignment or pledge made by the corporation
shall be executed in the name of the corporation by the Chief Executive Officer,
the President or one (1) of the Vice Presidents and by the Secretary, an
Assistant Secretary, the Treasurer or an Assistant Treasurer; the Secretary or
an Assistant Secretary, when necessary or required, shall affix the corporate
seal thereto; and when so executed no other party to such instrument or any
third party shall be required to make any inquiry into the authority of the
signing officer or officers.




5.02.                      Loans.  No
indebtedness for borrowed money shall be contracted on behalf of the corporation
and no evidences of such indebtedness shall be issued in its name unless
authorized by or under the authority of a resolution of the Board of
Directors.  Such authorization may be general or confined to specific
instances.




5.03.                      Checks,
Drafts, etc.All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
or under the authority of a resolution of the Board of Directors.




5.04.                      Deposits.  All
funds of the corporation not otherwise employed shall be deposited from time to
time to the credit of the corporation in such banks, trust companies or other
depositories as may be selected by or under the authority of a resolution of the
Board of Directors.




5.05.                      Voting
of Securities Owned by this Corporation.  Subject always to the
specific directions of the Board of Directors, (a) any shares or other
securities issued by any other corporation and owned or controlled by this
corporation may be voted at any meeting of security holders of such other
corporation by the Chief Executive Officer if he or she be present, or in his or
her absence by the President of this corporation if he or she be present, or in
his or her absence by any Vice President of this corporation who may be present,
and (b) whenever, in the judgment of the Chief Executive Officer, or in his
absence of the President, or in his absence of any Vice President, it is
desirable for this corporation to execute a proxy or written consent in respect
to any shares or other securities issued by any other corporation and owned by
this corporation, such proxy or consent shall be executed in the name of this
corporation by the Chief Executive Officer, the President or one (1) of the Vice
Presidents of this corporation, without necessity of any authorization by the
Board of Directors, affixation of corporate seal or countersignature or
attestation by another officer.  Any person or persons designated in
the manner above stated as the proxy or proxies of this corporation shall have
full right, power and authority to vote the shares or other securities issued by
such other corporation and owned by this corporation the same as such shares or
other securities might be voted by this corporation.




5.06.                      Fiscal
Year.  The fiscal year of the corporation shall be as
designated from time to time by the Board of Directors.




ARTICLE
VI.  CERTIFICATES FOR SHARES AND THEIR TRANSFER




6.01.                      Certificates
for Shares.  Certificates representing shares of the
corporation shall be in such form, consistent with the DGCL, as shall be
determined by the Board of Directors.  Such certificates shall be
signed by the Chairman of the Board, the Chief Executive Officer, the President
or a Vice President and by the Secretary or an Assistant
Secretary.  All certificates for shares shall be consecutively
numbered or otherwise identified.  The name and address of the person
to whom the shares represented thereby are issued, with the number of shares and
date of issue, shall be entered on the stock transfer books of the
corporation.  All certificates surrendered to the corporation for
transfer shall be cancelled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
cancelled, except as provided in Section 6.06.




6.02.                      Facsimile
Signatures and Seal.  The seal of the corporation (if any) on
any certificates for shares may be a facsimile.  The signatures of the
Chairman of the Board, the Chief Executive Officer, the President or any Vice
President and the Secretary or Assistant Secretary upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the corporation itself or an employee of
the corporation.




6.03.                      Signature
by Former Officers.  In case any officer, who has signed or
whose facsimile signature has been placed upon any certificate for shares, shall
have ceased to be such officer before such certificate is issued, it may be
issued by the corporation with the same effect as if he or she were such officer
at the date of its issue.




6.04.                      Transfer
of Shares.  Prior to due presentment of a certificate for
shares for registration of transfer the corporation may treat the registered
owner of such shares as the person exclusively entitled to vote, to receive
notifications and otherwise to exercise all the rights and powers of an
owner.  Where a certificate for shares is presented to the corporation
with a request to register for transfer, the corporation shall not be liable to
the owner or any other person suffering loss as a result of such registration of
transfer if (a) there were on or with the certificate the necessary
endorsements, and (b) the corporation had no duty to inquire into adverse
claims or has discharged any such duty.  The corporation may require
reasonable assurance that said endorsements are genuine and effective and in
compliance with such other regulations as may be prescribed under the authority
of the Board of Directors.




6.05.                      Restrictions
on Transfer.  A restriction on the hypothecation, transfer or
registration of the shares of the corporation may be imposed either by these
bylaws or by an agreement among any number of stockholders or such holders and
the corporation.  No restriction so imposed shall be binding with
respect to those securities issued prior to the adoption of the restriction
unless the holders of such securities are parties to an agreement or voted in
favor of the restriction.  The face or reverse side of each
certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the corporation upon the transfer of such
shares.




6.06.                      Lost,
Destroyed or Stolen Certificates.  Where the owner claims that
his or her certificate for shares has been lost, destroyed or wrongfully taken,
a new certificate shall be issued in place thereof if the owner (a) so
requests before the corporation has notice that such shares have been acquired
by a bona fide purchaser, and (b) files with the corporation a sufficient
indemnity bond, and (c) satisfies such other reasonable requirements as the
Board of Directors may prescribe.




6.07.                      Consideration
for Shares.  The Board of Directors may authorize shares to be
issued for consideration consisting of any tangible or intangible property or
benefit to the corporation, including cash, promissory notes, services
performed, contracts for services to be performed or other securities of the
corporation.  Before the corporation issues shares, the Board of
Directors shall determine that the consideration received or to be received for
the shares to be issued is adequate.  In the absence of a resolution
adopted by the Board of Directors expressly determining that the consideration
received or to be received is adequate, Board approval of the issuance of the
shares shall be deemed to constitute such a determination.  The
determination of the Board of Directors is conclusive insofar as the adequacy of
consideration for the issuance of shares relates to whether the shares are
validly issued, fully paid and nonassessable.  The corporation may
place in escrow shares issued in whole or in part for a contract for future
services or benefits, a promissory note, or other property to be issued in the
future, or make other arrangements to restrict the transfer of the shares, and
may credit distributions in respect of the shares against their purchase price,
until the services are performed, the benefits or property are received or the
promissory note is paid.  If the services are not performed, the
benefits or property are not received or the promissory note is not paid, the
corporation may cancel, in whole or in part, the shares escrowed or restricted
and the distributions credited.




6.08.                      Stock
Regulation.  The Board of Directors shall have the power and
authority to make all such further rules and regulations not inconsistent with
the statutes of the State of Delaware as it may deem expedient concerning the
issue, transfer and registration of certificates representing shares of the
corporation.




6.09.                      Transfer
Agent and Registrars.The Board shall have the power to
appoint one (1) or more transfer agents and registrars for the transfer and
registration of certificates of stock of any class, and may require that stock
certificates be countersigned and registered by one (1) or more of such transfer
agents and registrars.




ARTICLE
VII.  SEAL




7.01.                      The
Board of Directors may (but shall not be required to) provide a corporate
seal.




ARTICLE
VIII.  INDEMNIFICATION / EXCULPATION




8.01.                      Exculpation.




(a)A
director of the corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director’s duty of
loyalty to the corporation or its stockholders, (b) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (c) under Section 174 of the DGCL, as the same exists or hereafter
may be amended, or (d) for any transaction from which the director derived
an improper personal benefit.




(b)If the
DGCL hereafter is amended to authorize the further elimination or limitation of
the liability of directors, then the liability of directors of this corporation
shall be eliminated or limited to the full extent authorized by the DGCL, as so
amended.  Any repeal or modification of this Section 8.01 shall not
increase the personal liability of any director of this corporation for any act
or occurrence taking place prior to such repeal or modification or otherwise
adversely affect any right or protection of a director of this corporation
existing at the time of such repeal or modification.




8.02.                      Indemnification.




(a)           Right
to Indemnification.  Each person who was or is made a party or
is threatened to be made a party to or is otherwise involved in any threatened,
pending or completed action, investigation, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a “proceeding”), by
reason of the fact that he or she is or was a director of the corporation or is
or was serving at the request of the corporation as a director of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (hereinafter an
“indemnitee”), whether the basis of such proceeding is an alleged action in an
official capacity as a director or in any other capacity while serving as a
director, shall be indemnified and held harmless by the corporation to the
fullest extent authorized by the DGCL, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the corporation to provide broader indemnification rights than
permitted prior thereto), against all cost, expense, liability and loss
(including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith and such indemnification shall continue as to
an indemnitee who has ceased to be a director and shall inure to the benefit of
the indemnitee’s heirs, executors and administrators; provided,
however,
that, except as provided in paragraph (c) hereof with respect to proceedings to
enforce rights to indemnification, the corporation shall indemnify any such
indemnitee in connection with a proceeding (or part thereof) initiated by such
indemnitee only if such proceeding (or part thereof) was authorized by the board
of directors of the corporation.




(b)            Right
to Advancement of Expenses.  Any person entitled to
indemnification pursuant to paragraph (a) of this Article VIII shall also be
reimbursed by the corporation for all expenses incurred in defending or
preparing to defend any proceeding for which such right to indemnification is
applicable, in advance of its final disposition (hereinafter an “advancement of
expenses”); provided,
however,
that, if the DGCL requires, an advancement of expenses shall be made only upon
delivery to the corporation of an undertaking by or on behalf of such director
to repay all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal (hereinafter a
“final adjudication”) that such indemnitee is not entitled to be indemnified for
such expenses under this Article VIII or otherwise.




(c)Right
of Indemnitee to Bring Suit.  The rights to indemnification and
to the advancement of expenses conferred in paragraphs (a) and (b) of this
Article VIII shall be contract rights between the corporation and each
director.  Any repeal or modification of this Article VIII shall not
affect any rights or obligations then existing with respect to any state of
facts or proceeding then existing.  If a claim under paragraph (a) or
(b) of this Article VIII is not paid in full by the corporation within sixty
(60) days after a written claim has been received by the corporation, except in
the case of a claim for an advancement of expenses, in which case the applicable
period shall be twenty (20) days, the indemnitee may at any time thereafter
bring suit against the corporation to recover the unpaid amount of the
claim.  If successful in whole or in part in any such suit, or in a
suit brought by the corporation to recover an advancement of expense pursuant to
the terms of an undertaking, the indemnitee shall be entitled to be paid also
the expense of prosecuting or defending such suit.  In (i) any
suit brought by the indemnitee to enforce a right to indemnification hereunder
(but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit
by the corporation to recover an advancement of expenses pursuant to the terms
of an undertaking the corporation shall be entitled to recover such expenses
upon a final adjudication that, the indemnitee has not met the applicable
standard for indemnification set forth in the DGCL.  Neither the
failure of the corporation (including its board of directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the circumstances because the indemnitee has met the applicable standard of
conduct set forth in the DGCL, nor an actual determination by the corporation
(including its board of directors, independent legal counsel or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such a suit.  In any suit brought by the
indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, or by the corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the
indemnitee is not entitled to be indemnified, or to such advancement of
expenses, under this Article VIII or otherwise shall be on the
corporation.




(d)Non–Exclusivity
of Rights.  The rights to indemnification and to the
advancement of expenses conferred in this Article VIII shall not be exclusive of
any other right which any person may have or hereafter acquire under any
statute, this Certificate of Incorporation, any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.




(e)Witnesses.  To
the extent that any director of the corporation is by reason of such position,
or a position with another entity at the request of the corporation, a witness
in any proceeding, he shall be indemnified against all costs and expenses
actually and reasonably incurred by him or on his behalf in connection
therewith.




(f)Insurance.  The
corporation may maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of the corporation or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the corporation would have the power to
indemnify such person against such expense, liability or loss under this Article
VIII or the DGCL.




(g)Indemnification
of Employees and Agents of the Corporation.  The corporation
may, to the extent authorized from time to time by the Board of Directors, grant
rights to indemnification, and to the advancement of expenses to any officer,
employee or agent of the corporation, or to any person serving at the request of
the corporation as an officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan, to the fullest extent of the provisions of
this Article VIII with respect to the indemnification and advancement of
expenses of directors of the corporation.




8.03.                      Predecessors
and Subsidiaries.  Notwithstanding anything to the contrary in
this Article VIII, the directors and officers of the corporation’s predecessor
and subsidiaries shall continue to be entitled to rights to indemnification and
to the advancement of expenses conferred in the charter documents of such
predecessors and subsidiaries and not any such rights conferred under this
Article VIII.




ARTICLE
IX.  AMENDMENTS




9.01.                      By
Stockholders.  These bylaws may be altered, amended or repealed
and new bylaws may be adopted by the stockholders at any Annual Meeting or
Special Meeting at which a quorum is in attendance.




9.02.                      By
Directors.  These bylaws may also be altered, amended or
repealed and new bylaws may be adopted by the Board of Directors by affirmative
vote of a majority of the number of directors present at any meeting at which a
quorum is in attendance; provided,
however,
that the stockholders in adopting, amending or repealing a particular bylaw may
provide therein that the Board of Directors may not amend, repeal or readopt
that bylaw.




9.03.                      Implied
Amendments.  Any action taken or authorized by the stockholders
or by the Board of Directors, which would be inconsistent with the bylaws then
in effect but is taken or authorized by affirmative vote of not less than the
number of shares or the number of directors required to amend the bylaws so that
the bylaws would be consistent with such action, shall be given the same effect
as though the bylaws had been temporarily amended or suspended so far, but only
so far, as is necessary to permit the specific action so taken or
authorized.




ARTICLE
X.  INTERPRETATION




10.01.                      Interpretation.  Unless
the context requires otherwise, all words used in these bylaws in the singular
number extend to and include the plural, all words in the plural number extend
to and include the singular, and all words in any gender extend to and include
all genders.