**Exhibit
        3.2**
 
 
 
 
 
 
 
 
 
 **AMENDED
        AND RESTATED BYLAWS**
 
 
 **As
        Adopted and in Effect on**
 
 
 **January
        25, 2007**
 
 
 
  
   **TABLE
        OF CONTENTS**
 
 **Page**STOCKHOLDERS’
                  MEETINGS
              
              11.
              
              Time
                  and place of meetings
              12.
              
              Annual
                  Meeting
              13.
              
              Special
                  Meetings
              14.
              
              Notice
                  of Meetings
              15.
              
              Inspectors
              26.
              
              Quorum
              27.
              
              Voting
              28.
              
              Order
                  of Business
              2
 
 DIRECTORS
                
                49.
                
                Function
                410.
                
                Number,
                    Election, and Terms
                411.
                
                Vacancies
                    and Newly Created Directorships
                412.
                
                Removal
                513.
                
                Nominations
                    of Directors, Election
                514.
                
                Resignation
                615.
                
                Regular
                    Meetings
                616.
                
                Special
                    Meetings
                617.
                
                Quorum
                618.
                
                Participation
                    in Meetings by Remote Communications
                719.
                
                Committees
                720.
                
                Compensation
                721.
                
                Rules
                7
 
 NOTICES
              
              722.
              
              Generally
              723.
              
              Waivers
              8
 
 OFFICERS
              
              824.
              
              Generally
              825.
              
              Compensation
              826.
              
              Succession
              827.
              
              Authority
                  and Duties
              9
 
 STOCK
              
              928.
              
              Certificates
              929.
              
              Classes
                  of Stock
              930.
              
              Lost,
                  Stolen, or Destroyed Certificates
              931.
              
              Record
                  Dates
              932.
              
              Transfer
                  of Stock
              10
 
  
  
 GENERAL
              
              1033.
              
              Fiscal
                  Year
              1034.
              
              Seal
              1035.
              
              Reliance
                  Upon Books, Reports and Records
              1036.
              
              Time
                  Periods
              1037.
              
              Amendments
              1038.
              
              Certain
                  Defined Terms
              1139.
              
              Approval
                  of Purchases of Common Stock by Mr. Dennis Washington
              11
 
 
  
   
 
 
 **AMENDED
        AND RESTATED BYLAWS**
 
 **As
        Adopted and in Effect on**
 **January
        25, 2007**
 
 
 
 **STOCKHOLDERS'
        MEETINGS**
 1.  Time
          and Place of Meetings .
          All
          meetings of the stockholders for the election of directors or for any other
          purpose may be held at such time and place, within or without the State
          of
          Delaware, as may be designated by the Board of Directors of the Company
          (the
          "Board") or, in the absence of a designation by the Board, the Chairman,
          the
          President, or the Secretary, and stated in the notice of meeting.
          Notwithstanding the foregoing, the Board may, in its sole discretion, determine
          that meetings of the stockholders shall not be held at any place, but may
          instead be held by means of remote communication, subject to such guidelines
          and
          procedures as the Board may adopt from time to time. The Board may postpone
          and
          reschedule any previously scheduled annual or special meeting of the
          stockholders.
 
 2.  Annual
          Meeting .
          An
          annual meeting of the stockholders will be held at such date and time as
          may be
          designated from time to time by the Board, at which meeting the stockholders
          will elect directors by
          a
          plurality vote and
          will
          transact such other business as may properly be brought before the meeting
          in
          accordance with Bylaw 8.
 
 3.  Special
          Meetings . Special
          meetings of the stockholders may be called only by (i) the Chairman, (ii)
          the
          President, (iii) the Secretary within 10 calendar days after receipt of
          the
          written request of a majority of the Whole Board, or (iv) the holders of
          at
          least a majority of the Voting Stock (as defined in Article V of the Certificate
          of Incorporation). Any such request by a majority of the Whole Board must
          be
          sent to the Chairman and the Secretary and must state the purpose or purposes
          of
          the proposed meeting. Special meetings of holders of the outstanding Preferred
          Stock, if any, may be called in the manner and for the purposes provided
          in the
          applicable Preferred Stock Designation.
 4.  Notice
        of Meetings .
        Written
        notice of every meeting of the stockholders, stating the place, if any, date,
        and time thereof, the means of remote communications, if any, by which
        stockholders and proxy holders may be deemed to be present in person and
        vote at
        such meeting, and, in the case of a special meeting, the purpose or purposes
        for
        which the meeting is called, will be given not less than ten nor more than
        60
        calendar days before the date of the meeting to each stockholder of record
        entitled to vote at such meeting, except as otherwise provided herein or
        by law.
        When a meeting is adjourned to another place, date, or time, written notice
        need
        not be given of the adjourned meeting if the place, if any, date, and time
        thereof, and the means of remote communications, if any, by which stockholders
        and proxy holders may be deemed to be
  
  present
          in person and vote at such adjourned meeting, are announced at the meeting
          at
          which the adjournment is taken; provided, however, that if the adjournment
          is
          for more than 30 calendar days, or if after the adjournment a new record
          date is
          fixed for the adjourned meeting, written notice of the place, if any, date,
          and
          time thereof, and the means of remote communications, if any, by which
          stockholders and proxy holders may be deemed to be present in person and
          vote at
          such adjourned meeting, must be given in conformity herewith. At any adjourned
          meeting, any business may be transacted which properly could have been
          transacted at the original meeting.
 5.  Inspectors .
          The
          Board may appoint one or more inspectors of election to act as judges of
          the
          voting and to determine those entitled to vote at any meeting of the
          stockholders, or  any
          adjournment thereof, in advance of such meeting. The Board may designate
          one or
          more persons as alternate inspectors to replace any inspector who fails
          to act.
          If no inspector or alternate is able to act at a meeting of stockholders,
          the
          presiding officer of the meeting may appoint one or more substitute
          inspectors.
 6.  Quorum .
          Except
          as otherwise provided by law or in a Preferred Stock Designation, the holders
          of
          a majority of the stock issued and outstanding and entitled to vote thereat,
          present in person or represented by proxy, will constitute a quorum at
          all
          meetings of the stockholders for the transaction of business thereat. If,
          however, such quorum is not present or represented at any meeting of the
          stockholders, the stockholders entitled to vote thereat, present in person
          or
          represented by proxy, will have the power to adjourn the meeting from time
          to
          time, without notice other than announcement at the meeting provided that
          the
          adjournment is for less than 30 calendar days, until a quorum is present
          or
          represented.
 7.  Voting .
          Except
          as otherwise provided by law, by the Company's Certificate of Incorporation,
          or
          in a Preferred Stock Designation, each stockholder will be entitled at
          every
          meeting of the stockholders to one vote for each share of stock having
          voting
          power standing in the name of such stockholder on the books of the Company
          on
          the record date for the meeting and such votes may be cast either in person
          or
          by proxy. Every proxy must be in a form permitted by Section 212 of the
          Delaware
          General Corporation Law (or any successor provision). Without affecting
          any vote
          previously taken, a stockholder may revoke any proxy that is not irrevocable
          by
          attending the meeting and voting in person, by revoking the proxy by giving
          notice to the Secretary of the Company, or by a later appointment of a
          proxy.
          The vote upon any question brought before a meeting of the stockholders
          may be
          by voice vote, unless otherwise required by the Certificate of Incorporation
          or
          these Bylaws or unless the Chairman or the holders of a majority of the
          outstanding shares of all classes of stock entitled to vote thereon present
          in
          person or by proxy at such meeting otherwise determine. Every vote taken
          by
          written ballot will be counted by the inspectors of election. When a quorum
          is
          present at any meeting, the affirmative vote of the holders of a majority
          of the
          stock present in person or represented by proxy at the meeting and entitled
          to
          vote on the subject matter and which has actually been voted will be the
          act of
          the stockholders, except in the election of directors or as otherwise provided
          in these Bylaws, the Certificate of Incorporation, a Preferred Stock
          Designation, or by law.
 8.  Order
        of Business .  (a)  The
        Chairman, or such other officer of the Company designated by a majority of
        the
        Whole Board, will call meetings of the stockholders to order and will act
        as
        presiding officer thereof. Unless otherwise determined by the Board prior
        to the
        meeting, the presiding officer of the meeting of the stockholders will also
        determine the
  
  order
          of
          business and have the authority in his or her sole discretion to regulate
          the
          conduct of any such meeting, including, without limitation, by imposing
          restrictions on the persons (other than stockholders of the Company or
          their
          duly appointed proxies) who may attend any such stockholders' meeting,
          by
          ascertaining whether any stockholder or his proxy may be excluded from
          any
          meeting of the stockholders based upon any determination by the presiding
          officer, in his sole discretion, that any such person has unduly disrupted
          or is
          likely to disrupt the proceedings thereat, and by determining the circumstances
          in which any person may make a statement or ask questions at any meeting
          of the
          stockholders.
 (b)  At
          an
          annual meeting of the stockholders, only such business will be conducted
          or
          considered as is properly brought before the meeting. To be properly brought
          before an annual meeting, business must be (i) specified in the notice
          of
          meeting (or any supplement thereto) given by or at the direction of the
          Board in
          accordance with Bylaw 4, (ii) otherwise properly brought before the meeting
          by
          the presiding officer or by or at the direction of a majority of the Whole
          Board, or (iii) otherwise properly requested to be brought before the meeting
          by
          a stockholder of the Company in accordance with Bylaw 8(c).
 (c)  For
        business to be properly requested by a stockholder to be brought before an
        annual meeting, (i) the stockholder must be a stockholder of the Company
        of
        record at the time of the giving of the notice for such annual meeting provided
        for in these Bylaws, (ii) the stockholder must be entitled to vote at such
        meeting, (iii) the stockholder must have given timely notice thereof in writing
        to the Secretary, and (iv) if the stockholder, or the beneficial owner on
        whose
        behalf any business is brought before the meeting, has provided the Company
        with
        a Proposal Solicitation Notice, as that term is defined in this Bylaw 8(c)
        below, such stockholder or beneficial owner must have delivered a proxy
        statement and form of proxy to the holders of at the least the percentage
        of
        shares of the Company entitled to vote required to approve such business
        that
        the stockholder proposes to bring before the annual meeting and included
        in such
        materials the Proposal Solicitation Notice. To be timely, a stockholder's
        notice
        must be delivered to or mailed and received at the principal executive offices
        of the Company not less than 60 nor more than 90 calendar days prior to the
        first anniversary of the date on which the Company first mailed its proxy
        materials for the preceding year's annual meeting of stockholders; provided,
        however, that if there was no annual meeting held during the preceding year
        or
        if the date of the annual meeting is advanced more than 30 calendar days
        prior
        to or delayed by more than 30 calendar days after the anniversary of the
        preceding year's annual meeting, notice by the stockholder to be timely must
        be
        so delivered not later than the close of business on the later of the 90th
        calendar day prior to such annual meeting or the tenth calendar day following
        the day on which public announcement of the date of such meeting is first
        made.
        In no event shall the public announcement of an adjournment of an annual
        meeting
        commence a new time period for the giving of a stockholder's notice as described
        above. A stockholder's notice to the Secretary must set forth as to each
        matter
        the stockholder proposes to bring before the annual meeting (A) a description
        in
        reasonable detail of the business desired to brought before the annual meeting
        and the reasons for conducting such business at the annual meeting, (B) the
        name
        and address, as they appear on the Company's books, of the stockholder proposing
        such business and the beneficial owner, if any, on whose behalf the proposal
        is
        made, (C) the class and number of shares of the Company that are owned
        beneficially and of record by the stockholder proposing such business and
        by the
        beneficial owner, if any, on whose behalf the proposal is made, (D) any material
        interest of such stockholder proposing such business and the beneficial owner,
        if any, on whose behalf the proposal is made in such business, and (E) whether
        either such stockholder or
  
  beneficial
          owner intends to deliver a proxy statement and form of proxy to holders
          of at
          least the percentage of shares of the Company entitled to vote required
          to
          approve the proposal (an affirmative statement of such intent, a "Proposal
          Solicitation Notice"). Notwithstanding the foregoing provisions of this
          Bylaw
          8(c), a stockholder must also comply with all applicable requirements of
          the
          Securities Exchange Act of 1934, as amended, and the rules and regulations
          thereunder with respect to the matters set forth in this Bylaw 8(c). For
          purposes of this Bylaw 8(c) and Bylaw 13, "public announcement" means disclosure
          in a press release reported by the Dow Jones News Service, Associated Press,
          or
          comparable national news service or in a document publicly filed by the
          Company
          with the Securities and Exchange Commission pursuant to Sections 13, 14,
          or
          15(d) of the Securities Exchange Act of 1934, as amended, or furnished
          to
          stockholders. Nothing in this Bylaw 8(c) will be deemed to affect any rights
          of
          stockholders to request inclusion of proposals in the Company's proxy statement
          pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as
          amended.
 (d)  At
          a
          special meeting of stockholders, only such business may be conducted or
          considered as is properly brought before the meeting. To be properly brought
          before a special meeting, business must be (i) specified in the notice
          of the
          meeting (or any supplement thereto) given by or at the direction of the
          Chairman, the President, a majority of the Whole Board, or the holders
          of at
          least a majority of the Voting Stock in accordance with Bylaw 4 or (ii)
          otherwise properly brought before the meeting by the presiding officer
          or by or
          at the direction of a majority of the Whole Board.
 (e)  The
          determination of whether any business sought to be brought before any annual
          or
          special meeting of the stockholders is properly brought before such meeting
          in
          accordance with this Bylaw 8 will be made by the presiding officer of such
          meeting. If the presiding officer determines that any business is not properly
          brought before such meeting, he or she will so declare to the meeting and
          any
          such business will not be conducted or considered.
 
 **DIRECTORS**
 9.  Function .
          The
          business and affairs of the Company will be managed under the direction
          of its
          Board.
 10.  Number,
        Election, and Terms .
        Subject
        to the rights, if any, of any series of Preferred Stock to elect additional
        directors under circumstances specified in a Preferred Stock Designation
        and to
        the minimum and maximum number of authorized directors provided in the
        Certificate of Incorporation, the authorized number of directors shall be
        eleven, and thereafter may be determined from time to time only (i) by a
        vote of
        a majority of the Whole Board or (ii) by the affirmative vote of the holders
        of
        at least two thirds of the Voting Stock, voting together as a single
        class.
 11.  Vacancies
        and Newly Created Directorships .
        Subject
        to the
        rights, if any, of the holders of any series of Preferred Stock to elect
        additional directors under circumstances specified in a Preferred Stock
        Designation, newly created directorships resulting from any increase in the
        number of directors and any vacancies on the Board resulting from death,
        resignation, disqualification, removal, or other cause will be filled solely
        by
        the affirmative vote of a majority of the remaining directors then in office,
        even though less than a quorum of the Board, or by a sole remaining director.
        Any director elected in accordance with the preceding
  
  sentence
          will hold office for the remainder of the full term in which
          the new directorship was created or the vacancy occurred and until such
          director's successor is elected and qualified. No decrease in the number
          of
          directors constituting the Board will shorten the term of any incumbent
          director.
 12.  Removal .
          Subject
          to the
          rights, if any, of the holders of any series of Preferred Stock to elect
          additional directors under circumstances specified in a Preferred
          Stock  Designation,
          any director may be removed from office by the stockholders only for cause
          and
          only in the manner provided in the Certificate of
          Incorporation.
 13.  Nominations
          of Directors; Election .  (a)
          Subject to the
          rights, if any, of the holders of any series of Preferred Stock to elect
          additional directors under circumstances specified in a Preferred Stock
          Designation, only persons who are nominated in accordance with this Bylaw
          13
          will be eligible for election at a meeting of stockholders to be members
          of the
          Board.
 (b)  Nominations
          of persons for election as directors of the Company may be made only at
          an
          annual meeting of stockholders (i) by or at the direction of the Board
          or a
          committee thereof or (ii) by any stockholder that is a stockholder of record
          at
          the time of giving of notice provided for in this Bylaw 13, who is entitled
          to
          vote for the election of directors at such meeting, and who complies with
          the
          procedures set forth in this Bylaw 13. If a stockholder, or a beneficial
          owner
          on whose behalf any such nomination is made, has provided the Company with
          a
          Nomination Solicitation Notice, as that term is defined in this Bylaw 13
          below,
          such stockholder or beneficial owner must have delivered a proxy statement
          and
          form of proxy to the holders of at least the percentage of shares of the
          Company
          entitled to vote required to elect such nominee or nominees and included
          in such
          materials the Nomination Solicitation Notice. All nominations by stockholders
          must be made pursuant to timely notice in proper written form to the
          Secretary.
 (c)  To
        be
        timely, a stockholder's notice must be delivered to or mailed and received
        at
        the principal executive offices of the Company not less than 60 nor more
        than 90
        calendar days prior to the first anniversary of the date on which the Company
        first mailed its proxy materials for the preceding year's annual meeting
        of
        stockholders; provided, however, that if there was no annual meeting held
        during
        the preceding year or if the date of the annual meeting is advanced more
        than 30
        calendar days prior to or delayed by more than 30 calendar days after the
        anniversary of the preceding year's annual meeting, notice by the stockholder
        to
        be timely must be so delivered not later than the close of business on the
        later
        of the 90th calendar day prior to such annual meeting or the tenth calendar
        day
        following the day on which public announcement of the date of such meeting
        is
        first made. In no event shall the public announcement of an adjournment of
        an
        annual meeting commence a new time period for the giving of a stockholder's
        notice as described above. To be in proper written form, such stockholder's
        notice must set forth or include (i) the name and address, as they appear
        on the
        Company's books, of the stockholder giving the notice and of the beneficial
        owner, if any, on whose behalf the nomination is made; (ii) a representation
        that the stockholder giving the notice is a holder of record of stock of
        the
        Company entitled to vote at such annual meeting and intends to appear in
        person
        or by proxy at the annual meeting to nominate the person or persons specified
        in
        the notice; (iii) the class and number of shares of stock of the Company
        owned
        beneficially and of record by the stockholder giving the notice and by the
        beneficial owner, if any, on whose behalf the nomination is
        made;
  
  (iv)
          a
          description of all arrangements or understandings between or among any
          of (A)
          the stockholder giving the notice, (B) the beneficial owner on whose behalf
          the
          notice is given, (C) each nominee, and (D) any other person or persons
          (naming
          such person or persons) pursuant to which the nomination or nominations
          are to
          be made by the stockholder giving the notice; (v) such other information
          regarding each nominee proposed by the stockholder giving the notice 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, by the Board; (vi) the signed consent of each
          nominee
          to serve as a director of the Company if so elected; and (vii) whether
          either
          such stockholder or beneficial owner intends to deliver a proxy statement
          and
          form of proxy to holders of at least the percentage of shares of the Company
          entitled to vote required to elect such nominee or nominees (an affirmative
          statement of such intent, a "Nomination Solicitation Notice"). At the request
          of
          the Board, any person nominated by the Board for election as a director
          must
          furnish to the Secretary that information required to be set forth in a
          stockholder's notice of nomination which pertains to the nominee. The presiding
          officer of any annual meeting will, if the facts warrant, determine that
          a
          nomination was not made in accordance with the procedures prescribed by
          this
          Bylaw 13, and if he or she should so determine, he or she will so declare
          to the
          meeting and the defective nomination will be disregarded. Notwithstanding
          the
          foregoing provisions of this Bylaw 13, a stockholder must also comply with
          all
          applicable requirements of the Securities Exchange Act of 1934, as amended,
          and
          the rules and regulations thereunder with respect to the matters set forth
          in
          this Bylaw 13.
 14.  Resignation .
          Any
          director may resign at any time by giving notice of his resignation in
          writing
          or by electronic transmission to the Chairman or the
          Secretary.
 15.  Regular
          Meetings .
          Regular
          meetings of the Board may be held immediately after the annual meeting
          of the
          stockholders and at such other time and place either within or without
          the State
          of Delaware as may from time to time be determined by the Board. Notice
          of
          regular meetings of the Board need not be given.
 16.  Special
          Meetings .
          Special
          meetings of the Board may be called by the Chairman or the President on
          one
          day's notice to each director by whom such notice is not waived, given
          either
          personally or by mail, courier, telephone, facsimile, electronic mail or
          other
          form of electronic transmission, or other medium of communication, and
          will be
          called by the Chairman or the President, in like manner and on like notice,
          on
          the written request of a majority of the Whole Board. Special meetings
          of the
          Board may be held at such time and place either within or without the State
          of
          Delaware as is determined by the Board or specified in the notice of any
          such
          meeting.
 17.  Quorum .
          At all
          meetings of the Board, a majority of the Whole Board will constitute a
          quorum
          for the transaction of business. Except for the designation of committees
          as
          hereinafter provided and except for actions required by these Bylaws or
          the
          Certificate of Incorporation to be taken by a majority of the Whole Board,
          the
          act of a majority of the directors present at any meeting at which there
          is a
          quorum will be the act of the Board. If a quorum is not present at any
          meeting
          of the Board, the directors present thereat may adjourn the meeting from
          time to
          time to another place, time, or date, without notice other than announcement
          at
          the meeting, until a quorum is present.
  
  18.  Participation
          in Meetings by Remote Communications .
          Members
          of the Board or any committee designated by the Board may participate in
          a
          meeting of the Board or any such committee, as the case may be, by means
          of
          telephone conference or other means by which all persons participating
          in the
          meeting can hear each other, and such participation in a meeting will constitute
          presence in person at the meeting.
 19.  Committees .
          (a) The
          Board may designate one or more committees, each such committee to consist
          of
          one or more directors and each to have such lawfully delegable powers and
          duties
          as the Board may confer.
 (b)  Each
          committee of the Board will serve at the pleasure of the Board or as may
          be
          specified in any resolution from time to time adopted by the Board. The
          Board
          may designate one or more directors as alternate members of any such committee,
          who may replace any absent or disqualified member at any meeting of such
          committee. In lieu of such action by the Board, in the absence or
          disqualification of any member of a committee of the Board, the members
          thereof
          present at any such meeting of such committee and not disqualified from
          voting,
          whether or not they constitute a quorum, may unanimously appoint another
          member
          of the Board to act at the meeting in the place of any such absent or
          disqualified member.
 (c)  Except
          as
          otherwise provided in these Bylaws or by law, any committee of the Board,
          to the
          extent provided in the applicable resolution of the Board, will have and
          may
          exercise all the powers and authority of the Board in the direction of
          the
          management of the business and affairs of the Company. Any such committee
          designated by the Board will have such name as may be determined from time
          to
          time by resolution adopted by the Board. Unless otherwise prescribed by
          the
          Board, a majority of the members of any committee of the Board will constitute
          a
          quorum for the transaction of business, and the act of a majority of the
          members
          present at a meeting at which there is a quorum will be the act of such
          committee. Each committee of the Board may prescribe its own rules for
          calling
          and holding meetings and its method of procedure, subject to any rules
          prescribed by the Board, and will keep a written record of all actions
          taken by
          it.
 20.  Compensation .
          The
          Board may establish the compensation for, and reimbursement of the expenses
          of,
          directors for membership on the Board and on committees of the Board, attendance
          at meetings of the Board or committees of the Board, and for other services
          by
          directors to the Company or any of its majority-owned
          subsidiaries.
 21.  Rules .
          The
          Board may adopt rules and regulations for the conduct of meetings and the
          oversight of the management of the affairs of the Company.
 **NOTICES**
 
 22.  Generally .
        Except
        as otherwise provided by law, the Certificate of Incorporation, or these
        Bylaws,
        whenever by law or under the provisions of the Certificate of Incorporation
        or
        these Bylaws notice is required to be given to any director or stockholder,
        it
        will not be construed to require personal notice, but such notice may be
        given:
        (a) in writing, by mail or courier service, addressed to such director or
        stockholder, at the address of such director or stockholder
  
  as
          it
          appears on the records of the Company, with postage thereon prepaid; or
          (b) by
          form of electronic transmission consented to by such director or stockholder.
          Notice given by mail or courier service will be deemed to be given at the
          time
          when the same is deposited in the United States mail. Notice given pursuant
          to
          electronic transmission will be deemed given: (i) if by facsimile
          telecommunication, when directed to a number at which the director or
          stockholder has consented to receive notice; (ii) if by electronic mail,
          when
          directed to an electronic mail address at which the director or stockholder
          has
          consented to receive notice; (iii) if by a posting on an  electronic
          network together with separate notice to the director or stockholder of
          such
          specific posting, upon the later of (A) such posting and (B) the giving
          of such
          separate notice; and (iv) if by any other form of electronic transmission,
          when
          directed to the director or stockholder. Notice to directors may also be
          given
          by telephone or similar medium of communication or as otherwise may be
          permitted
          by these Bylaws.
 23.  Waivers .
          Whenever any notice is required to be given by law or under the provisions
          of
          the Certificate of Incorporation or these Bylaws, a waiver thereof in writing,
          signed by the person or persons entitled to such notice, or a waiver by
          electronic transmission by the person entitled to such notice, whether
          before or
          after the time of the event for which notice is to be given, will be deemed
          equivalent to such notice. Attendance of a person at a meeting will 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.
 **OFFICERS**
 24.  Generally .
          The
          officers of the Company will be elected by the Board and will consist of
          a
          Chairman, a President, a Secretary, and a Treasurer. The Board may also
          choose
          any or all of the following: one or more Vice Chairmen, one or more Assistants
          to the Chairman, one or more Vice Presidents (who may be given particular
          designations with respect to authority, function, or seniority), and such
          other
          officers as the Board may from time to time determine. Notwithstanding
          the
          foregoing, by specific action the Board may authorize the Chairman to appoint
          any person to any office other than Chairman, President, Secretary, or
          Treasurer. Any number of offices may be held by the same person. Any of
          the
          offices may be left vacant from time to time as the Board may determine.
          In the
          case of the absence or disability of any officer of the Company or for
          any other
          reason deemed sufficient by a majority of the Board, the Board may delegate
          the
          absent or disabled officer's powers or duties to any other officer or to
          any
          director.
 25.  Compensation .
          The
          compensation of all officers and agents of the Company who are also directors
          of
          the Company will be fixed by the Board or by a committee of the Board.
          The Board
          may fix, or delegate the power to fix, the compensation of other officers
          and
          agents of the Company to an officer of the Company.
 26.  Succession .
          The
          officers of the Company will hold office until their successors are elected
          and
          qualified. Any officer may be removed at any time by the affirmative vote
          of a
          majority of the Whole Board. Any vacancy occurring in any office of the
          Company
          may be filled by the Board or by the Chairman as provided in Bylaw
          24.
  
  27.  Authority
          and Duties .
          Each of
          the officers of the Company will have such authority and will perform such
          duties as are customarily incident to their respective offices or as may
          be
          specified from time to time by the Board.
 **STOCK**
 
 28.  Certificates .
          Shares
          of the Company’s stock may be certificated or uncertificated, as provided under
          Delaware law. Certificates representing shares of stock of the Company
          will be
          in such form as is determined by the Board, subject to applicable legal
          requirements. Each such  certificate
          will be numbered and its issuance recorded in the books of the Company,
          and such
          certificate will exhibit the holder's name and the number of shares and
          will be
          signed by, or in the name of, the Company by the Chairman or the President
          and
          by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant
          Treasurer, and will also be signed by, or bear the facsimile signature
          of, a
          duly authorized officer or agent of any properly designated transfer agent
          of
          the Company. Any or all of the signatures and the seal of the Company,
          if any,
          upon such certificates may be facsimiles, engraved, or printed. Such
          certificates may be issued and delivered notwithstanding that the person
          whose
          facsimile signature appears thereon may have ceased to be such officer
          at the
          time the certificates are issued and delivered.
 29.  Classes
          of Stock .
          The
          designations, preferences, and relative participating, optional, or other
          special rights of the various classes of stock or series thereof, and the
          qualifications, limitations, or restrictions thereof, will be set forth
          in full
          or summarized on the face or back of the certificates which the Company
          issues
          to represent its stock or, in lieu thereof, such certificates will set
          forth the
          office of the Company from which the holders of certificates may obtain
          a copy
          of such information.
 30.  Lost,
          Stolen, or Destroyed Certificates .
          The
          Secretary may direct a new certificate or certificates to be issued in
          place of
          any certificate or certificates theretofore issued by the Company alleged
          to
          have been lost, stolen, or destroyed, upon the making of an affidavit of
          that
          fact, satisfactory to the Secretary, by the person claiming the certificate
          of
          stock to be lost, stolen, or destroyed. As a condition precedent to the
          issuance
          of a new certificate or certificates, the Secretary may require the owners
          of
          such lost, stolen, or destroyed certificate or certificates to give the
          Company
          a bond in such sum and with such surety or sureties as the Secretary may
          direct
          as indemnity against any claims that may be made against the Company with
          respect to the certificate alleged to have been lost, stolen, or destroyed
          or
          the issuance of the new certificate.
 31.  Record
          Dates .  (a) In
          order that the Company may determine the stockholders entitled to notice
          of or
          to vote at any meeting of stockholders or any adjournment thereof, the
          Board may
          fix a record date, which will not be more than 60 nor less than ten calendar
          days before the date of such meeting. If no record date is fixed by the
          Board,
          the record date for determining stockholders entitled to notice of or to
          vote at
          a meeting of stockholders will be at the close of business on the calendar
          day
          next preceding the day on which notice is given, or, if notice is waived,
          at the
          close of business on the calendar 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 the stockholders will apply to any adjournment
          of the
          meeting; provided, however, that the Board may fix a new record date for
          the
          adjourned meeting.
  
  (b)  In
          order
          that the Company may determine 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 may fix a record date, which record date will not be more than
          60
          calendar days prior to such action. If no record date is fixed, the record
          date
          for determining stockholders for any such purpose will be at the close
          of
          business on the calendar day on which the Board adopts the resolution relating
          thereto.
 (c)  The
          Company will be entitled to treat the person in whose name any share of
          its
          stock is registered as the owner thereof for all purposes, and will not
          be bound
          to recognize any equitable or other claim to, or interest in, such share
          on the
          part of any other person, whether or not the Company has notice thereof,
          except
          as expressly provided by applicable law.
 
 32.  Transfers
        of Stock .
        Transfers of stock shall be made on the books of the Company only by the
        record
        holder of such stock, or by attorney lawfully constituted in writing, and,
        in
        the case of stock represented by a certificate, upon surrender of the
        certificate.
 **GENERAL**
 33.  Fiscal
          Year .
          The
          fiscal year of the Company will end on the Friday nearest December 31st
          of each
          year or such other date as may be fixed from time to time by the Board.
 34.  Seal .
          The
          Board may adopt a corporate seal and use the same by causing it or a facsimile
          thereof to be impressed or affixed or reproduced or
          otherwise.
 35.  Reliance
          Upon Books, Reports, and Records .
          Each
          director, each member of a committee designated by the Board, and each
          officer
          of the Company will, in the performance of his or her duties, be fully
          protected
          in relying in good faith upon the records of the Company and upon such
          information, opinions, reports, or statements presented to the Company
          by any of
          the Company's officers or employees, or committees of the Board, or by
          any other
          person or entity as to matters the director, committee member, or officer
          believes are within such other person's professional or expert competence
          and
          who has been selected with reasonable care by or on behalf of the
          Company.
 36.  Time
          Periods .
          In
          applying any provision of these Bylaws that requires that an act be done
          or not
          be done a specified number of days prior to an event or that an act be
          done
          during a period of a specified number of days prior to an event, calendar
          days
          will be used unless otherwise specified, the day of the doing of the act
          will be
          excluded, and the day of the event will be included.
 37.  Amendments .
        Except
        as otherwise provided by law or by the Certificate of Incorporation or these
        Bylaws, these Bylaws or any of them may be amended in any respect or repealed
        at
        any time, either (i) at any meeting of stockholders, provided that any amendment
        or supplement proposed to be acted upon at any such meeting has been described
        or referred to in the notice of such meeting, or (ii) at any meeting of the
        Board, provided that no amendment adopted by the Board may vary or conflict
        with
        any amendment adopted by the stockholders in accordance with the Certificate
        of
        Incorporation and these Bylaws. Notwithstanding the foregoing and anything
        contained in these Bylaws to the contrary, Bylaws 1, 3, 8, 10, 11, 12,
        13,
  
  and
          36
          may not be amended or repealed by the stockholders, and no provision
          inconsistent therewith may be adopted by the stockholders, without the
          affirmative vote of the holders of at least two thirds of the Voting Stock,
          voting together as a single class.
 38.  Certain
          Defined Terms .
          Terms
          used herein with initial capital letters that are not otherwise defined
          are used
          herein as defined in the Certificate of Incorporation.
 39.  Approval
        of Purchases of Common Stock by Mr. Dennis Washington . Notwithstanding
        anything contained in the Certificate of Incorporation or these Bylaws to
        the
        contrary, to the fullest extent permitted by the Delaware General Corporation
        Law and any other applicable law currently or hereafter in effect, the
        accumulation by Mr. Dennis Washington directly, or indirectly through his
        affiliates and associates, of up to but not more than 40%  (assuming
        full exercise of the options granted pursuant to the Plan) of issued and
        outstanding shares of Common Stock on a fully diluted basis, is
        authorized.
 
 
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