EXHIBIT
      3.3
























BYLAWS




OF




COMPUTER
      SCIENCES CORPORATION
























As
      amended November 1, 2007



























BYLAWS


OF


COMPUTER
      SCIENCES CORPORATION




ARTICLE
      I




OFFICES




Section
      1. Principal
      Office.The principal
      office of the Corporation in the State of Nevada shall be in the City of Reno,
      County of Washoe.




Section
      2.      Other
      Offices.  The Corporation
      may also have offices in such other places, both within and without the State
      of
      Nevada, as the Board of Directors may from time to time determine or the
      business of the Corporation may require.




ARTICLE
      II




MEETINGS
      OF STOCKHOLDERS




Section
      1.      Place
      of
      Annual Meetings.Annual meetings
      of the stockholders shall be held at the office of the
      Corporation in the City of El Segundo, State of California or at such other
      place, within or without the State of California, as shall be designated by
      the
      Board of Directors.




Section
      2.      Date
      of
      Annual Meetings; Election of Directors.Annual meetings
      of the stockholders shall be held at such time and date as the Board of
      Directors shall determine.  At each such annual meeting, the
      stockholders of the Corporation shall elect a Board of Directors and transact
      such other business as has properly been brought before the meeting in
      accordance with Section 13 of this Article II.




Section 3.     
      Special
      Meetings.Special meetings
      of the stockholders, for any purpose or purposes, unless otherwise prescribed
      by
      statute, by the Articles of Incorporation or by these Bylaws, may be called
      by
      the Chairman of the Board, the Board of Directors or the Chief Executive
      Officer, and shall be called by the Chief Executive Officer or Secretary at
      the
      request in writing of stockholders owning not less than seventy-five percent
      (75%) of the entire capital stock of the Corporation issued and outstanding
      and
      entitled to vote, and shall not otherwise be called except as provided in the
      following sentence.  In the event the Corporation shall have failed to
      hold its annual meeting of stockholders for a period of 18 months from the
      last
      preceding annual meeting at which directors were elected or if such annual
      meeting shall have been held but directors shall not have been elected at such
      annual meeting, a special meeting of the stockholders shall be called by the
      Chief Executive Officer or Secretary at the request in writing of a majority
      of
      the Board of Directors or at the request in writing of stockholders owning
      a
      majority in amount of the entire capital stock of the Corporation issued and
      outstanding and entitled to vote.  Such request from stockholders
      shall be directed to the Chairman of the Board, the Chief Executive Officer
      or
      the Secretary.  To be in proper written form, a stockholder's notice
      must set forth (i) the name and record address of such stockholder,
      (ii) the class or series and number of shares of capital stock of the
      Corporation which are owned beneficially or of record by such stockholder,
      (iii) a description of all arrangements or understandings between such
      stockholder and any other person or persons (including their names) in
      connection with the election of directors and any material interest of such
      stockholder in such election and (iv) a representation that such
      stockholder intends to appear in person or by proxy at such special meeting
      to
      vote on the election of directors at such meeting. The business transacted
      at
      such special meeting shall be confined to the election of
      directors.









Section
      4.      Record
      Date for Meetings of Stockholders. The directors
      may fix,
      in advance, a record date not more than sixty (60) or less then ten (10) days
      before the date of any meeting of the stockholders as the date as of which
      stockholders entitled to notice of and to vote at such meeting shall be
      determined.  Only stockholders of record on that date shall be
      entitled to notice or to vote at such meeting.  If a record date is
      not fixed, the record date is at the close of business on the day before the
      day
      on which the first notice is given or, if notice is waived, at the close of
      business on the day before the meeting is held.  A determination of
      stockholders of record entitled to notice of or to vote at a meeting of
      stockholders shall apply to any adjournment of the meeting unless the Board
      of
      Directors fixes a new record date for the adjourned meeting.  The
      Board of Directors shall fix a new record date if the meeting is adjourned
      to a
      date more than sixty (60) days later than the date set for the original meeting.




Section
      5. Notices
      of Meetings.Notices of
      meetings of the stockholders shall be in writing and signed by
      the Chief Executive Officer or Secretary, orby such other person
      or
      persons as the directors shall designate.  Such notice shall state the
      purpose or purposes for which the meeting is called and the time when, and
      the
      place where, it is to be held, and the means of electronic communications,
      if
      any, by which stockholders and proxies shall be deemed to be present in person
      and vote.  A copy of such notice shall be delivered personally, mailed
      postage prepaid, or given by a form of electronic transmission permitted for
      such purpose by applicable law and the rules and regulations of the U.S.
      Securities and Exchange Commission and each national securities exchange upon
      which the Corporation’s voting stock is then listed, to each stockholder of
      record entitled to vote at such meeting not less than ten (10) nor more than
      sixty (60) days before such meeting.  If mailed, it shall be directed
      to the stockholder at his or her address as it appears upon the records of
      the
      Corporation and upon such mailing of any such notice, the service thereof shall
      be complete, and the time of the notice shall begin to run from the date upon
      which such notice is deposited in the mail for transmission to such
      stockholder.  If no such address appears on the books of the
      Corporation and a stockholder has given no address for the purpose of notice,
      then notice shall be deemed to have been given to such stockholder if it is
      published at least once in a newspaper of general circulation in the county
      in
      which the principal executive office of the Corporation is
      located.  An affidavit of the mailing or publication of any such
      notice shall be prima facie evidence of the giving of such notice.




2




Personal
      delivery of any such notice to any officer of a corporation or association,
      to
      any member of a limited liability company managed by its members, to any manager
      of a limited liability company managed by its managers, to any general partner
      of a partnership or to any trustee of a trust shall constitute delivery of
      such
      notice to such corporation, association limited liability company, partnership
      or trust.  If any notice addressed to the stockholder at the address
      of such stockholder appearing on the books of the Corporation is returned to
      the
      Corporation by the United States Postal Service marked to indicate that it
      is
      unable to deliver the notice to the stockholder at such address, all future
      notices shall be deemed to have been duly given to such stockholder, without
      further mailing, if the same shall be available for the stockholder upon written
      demand of the stockholder at the principal executive office of the Corporation
      for a period of one year from the date of the giving of the notice to all other
      stockholders.




Section
      6. Quorum.The
      holders of a majority of
      the stock issued and outstanding and entitled to vote thereat, present in person
      or represented by proxy, shall constitute a quorum at all meetings of the
      stockholders for the transaction of business, except as otherwise provided
      by
      the statutes of Nevada or by the Articles of
      Incorporation.  Regardless of whether or not a quorum is present or
      represented at any annual or special meeting of the stockholders, the
      stockholders entitled to vote thereat, present in person or represented by
      proxy, shall have power to adjourn the meeting from time to time, without notice
      other than announcement at the meeting, until a quorum shall be present in
      person or represented by proxy, provided that when any stockholders' meeting
      is
      adjourned for more than forty-five (45) days, or if a new record date is fixed
      for the adjourned meeting, notice of the adjourned meeting shall be given to
      each stockholder of record entitled to vote at the meeting.  At such
      adjourned meeting at which a quorum shall be present or represented by proxy,
      any business may be transacted which might have been transacted at the meeting
      as originally noticed.




Section 7.     
      Vote
      Required.  When a quorum
      is
      present or represented at any meeting, the holders of a majority of the stock
      present in person or represented by proxy and voting shall decide any question
      brought before such meeting, unless the question is one upon which, by express
      provision of the statutes of Nevada, the Articles of Incorporation or these
      Bylaws, a different vote is required, in which case such express provision
      shall
      govern and control the decision of such question.  The stockholders
      present at a duly called or held meeting at which a quorum is present may
      continue to transact business until adjournment, notwithstanding the withdrawal
      of enough stockholders to leave less than a quorum.




3




Section
      8.      Cumulative
      Voting.Except as otherwise
      provided in the Articles of Incorporation, every
      stockholder of record of the Corporation shall be entitled at each meeting
      of
      the stockholders to one vote for each share of stock standing in his name on
      the
      books of the Corporation.  At all elections of directors of the
      Corporation, each holder of shares of capital stock possessing voting power
      shall be entitled to as many votes as shall equal the number of his or her
      shares of stock multiplied by the number of directors to be elected, and may
      cast all of such votes for a single director or may distribute them among the
      number to be voted for or any two or more of them, as he or she may see
      fit.  The stockholders of the Corporation and any proxyholders for
      such stockholders are entitled to exercise the right to cumulative voting at
      any
      meeting held for the election of directors if:  (a) not less than
      forty-eight (48) hours before the time fixed for holding such meeting, if notice
      of the meeting has been given at least ten (10) days prior to the date of the
      meeting, and otherwise not less than twenty-four (24) hours before such time,
      a
      stockholder of the Corporation has given notice in writing to the Chief
      Executive Officer or Secretary of the Corporation that such stockholder desires
      that the voting at such election of directors shall be cumulative; and (b)
      at
      such meeting, prior to the commencement of voting for the election of directors,
      an announcement of the giving of such notice has been made by the chairman
      or
      the secretary of the meeting or by or on behalf of the stockholder giving such
      notice.  Notice to stockholders of the requirements of the preceding
      sentence shall be contained in the notice calling such meeting or in the proxy
      material accompanying such notice.




Section
      9.      Conduct
      of Meetings.  Subject to
      the
      requirements of the statutes of Nevada, and the express provisions of the
      Articles of Incorporation and these Bylaws, all annual and special meetings
      of
      stockholders shall be conducted in accordance with such rules and procedures
      as
      the Board of Directors may determine and, as to matters not governed by such
      rules and procedures, as the chairman of such meeting shall
      determine.  The chairman of any annual or special meeting of
      stockholders shall be designated by the Board of Directors and, in the absence
      of any such designation, shall be the Chief Executive Officer of the
      Corporation.




Section
      10.      Proxies.At
      any meeting of the
      stockholders, any stockholder may be represented and vote by a proxy or proxies
      appointed by an instrument in writing.  In the event that such
      instrument in writing shall designate two or more persons to act as proxies,
      a
      majority of such persons present at the meeting, or, if only one shall be
      present, then that one shall have and may exercise all of the powers conferred
      by such written instrument upon all of the persons so designated unless the
      instrument shall otherwise provide.  No such proxy shall be valid
      after the expiration of six (6) months from the date of its execution, unless
      coupled with an interest, or unless the person executing it specifies therein
      the length of time for which it is to continue in force, which in no case shall
      exceed seven (7) years from the date of its execution.  Subject to the
      above, any proxy duly executed is not revoked and continues in full force and
      effect until (i) an instrument revoking it or duly executed proxy bearing a
      later date is filed with the Secretary of the Corporation or, (ii) the person
      executing the proxy attends such meeting and votes the shares subject to the
      proxy, or (iii) written notice of the death or incapacity of the maker of such
      proxy is received by the Corporation before the vote pursuant thereto is
      counted.




4




Section 11. Action
      by
      Written Consent.Any action,
      except election of directors, which may be taken by a vote of
      the stockholders at a meeting, may be taken without a meeting and without notice
      if authorized by the written consent of stockholders holding at least ninety
      percent (90%) of the voting power.  The Board of Directors may adopt a
      resolution prescribing a date upon which the stockholders of record entitled
      to
      give written consent shall be determined.  The date prescribed by the
      Board of Directors shall not precede or be more than ten (10) days after the
      date the resolution is adopted by the Board of Directors.  If the
      Board of Directors does not adopt a resolution prescribing a date upon which
      the
      stockholders of record entitled to give written consent shall be determined
      and:




(a)  No
      prior
      action by the Board of Directors is required by the statutes of Nevada, the
      date
      is the first date on which a valid, written consent is delivered in accordance
      with the statutes of Nevada.




(b)  Prior
      action by the Board of Directors is required by the statutes of Nevada, the
      date
      is at the close of business on the day the Board of Directors adopts the
      resolution.




Section
      12.      Inspectors
      of Election.In advance
      of any meeting of stockholders, the Board of Directors may
      appoint inspectors of election to act at such meeting and any adjournment
      thereof.  If inspectors of election are not so appointed, or if any
      persons so appointed fail to appear or refuse to act, then, unless other persons
      are appointed by the Board of Directors prior to the meeting, the chairman
      of
      any such meeting may, and on the request of any stockholder or a stockholder
      proxy shall, appoint inspectors of election (or persons to replace those who
      fail to appear or refuse to act) at the meeting.  The number of
      inspectors shall not exceed three.




The
      duties of such inspectors shall include: (a) determining the number of shares
      outstanding and the voting power of each, the shares represented at the meeting,
      the existence of a quorum, and the authenticity, validity and effect of proxies;
      (b) receiving votes, ballots or consents; (c) hearing and determining all
      challenges and questions in any way arising in connection with the right to
      vote; (d) counting and tabulating all votes or consents and determining the
      result; and (e) taking such other action as may be proper to conduct the
      election or vote with fairness to all stockholders.  In the
      determination of the validity and effect of proxies, the dates contained on
      the
      forms of proxy shall presumptively determine the order of execution of the
      proxies, regardless of the postmark dates on the envelopes in which they are
      mailed.  The inspectors of election shall perform their duties
      impartially, in good faith, to the best of their ability and as expeditiously
      as
      is practical.  If there are three inspectors of election, the
      decision, act or certificate of a majority is effective in all respects as
      the
      decision, act or certificate of all.  Any report or certificate made
      by the inspectors of election is prima facie evidence of the facts stated
      therein.




5




Section 13. Action
      at
      Meetings of Stockholders.  No business
      may
      be transacted at an annual meeting of stockholders, other than business that
      is
      either (a) specified in the notice of meeting (or any supplement thereto)
      given by or at the direction of the Board of Directors, (b) otherwise
      properly brought before the annual meeting by or at the direction of the Board
      of Directors or (c) otherwise properly brought before the annual meeting by
      any stockholder of the Corporation (i) who is a stockholder of record on
      the date of the giving of the notice provided for in this Section 13 and on
      the record date for the determination of stockholders entitled to vote at such
      annual meeting and (ii) who complies with the notice procedures set forth
      in this Section 13.




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




To
      be
      timely, a stockholder's notice must be delivered to or mailed and received
      at
      the principal executive offices of the Corporation not less than one hundred
      twenty (120) days nor more than one hundred fifty (150) days prior to the
      anniversary date of the immediately preceding annual meeting of stockholders;
      provided, however,
      that in the
      event that the annual meeting is called for a date that is not within thirty
      (30) days before or after such anniversary date, notice by the stockholder
      in
      order to be timely must be so received not later than the 5:00 o’clock, p.m.,
      Los Angeles, California time, on the tenth (10th) day following the day on
      which
      such notice of the date of the annual meeting was mailed or such public
      disclosure of the date of the annual meeting was made, whichever first
      occurs.




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




6




No
      business shall be conducted at the annual meeting of stockholders except
      business brought before the annual meeting in accordance with the procedures
      set
      forth in this Section 13, provided, however,
      that, once
      business has been brought properly before the annual meeting in accordance
      with
      such procedures, nothing in this Section 13 shall be deemed to preclude
      discussion by any stockholder of any such business.  If the chairman
      of an annual meeting determines that business was not brought properly before
      the annual meeting in accordance with the foregoing procedures, the chairman
      shall declare to the meeting that the business was not brought properly before
      the meeting and such business shall not be transacted.




ARTICLE
      III




DIRECTORS




Section 1. Number
      of
      Directors.The
      exact number of directors that shall constitute the authorized number of members
      of the Board shall be nine (9), all of whom shall be at least 18 years of
      age.  The authorized number of directors may from time to time be
      increased to not more than fifteen (15) or decreased to not less than three
      (3)
      by resolution of the directors of the Corporation amending this Section of
      these
      Bylaws in compliance with Article VIII, Section 2 of these Bylaws. Except as
      provided in Section 2 of this Article III, each director elected shall
      hold office until his or her successor is elected and
      qualified.  Directors need not be stockholders.




Section 2. Vacancies.  Vacancies,
      including those caused by (i) the death, removal, or resignation of
      directors, (ii) the failure of stockholders to elect directors at any
      annual meeting, and (iii) an increase in the number of directors, may be
      filled by a majority of the remaining directors though less than a
      quorum.  When one or more directors shall give notice of resignation
      to the Board, effective at a future date, the acceptance of such resignation
      shall not be necessary to make it effective.  The Board shall have
      power to fill such vacancy or vacancies to take effect when such resignation
      or
      resignations shall become effective, each director so appointed to hold office
      during the remainder of the term of office of the resigning director or
      directors.  The directors of the Corporation may be removed from
      office by the vote of stockholders representing not less than two-thirds (2/3)
      of the voting power of the issued and outstanding stock entitled to voting
      power; provided, however, that any director or directors who constitute fewer
      than all of the incumbent directors may not be removed from office at any one
      time or as the result of any one transaction except upon the vote of
      stockholders owning sufficient shares to prevent each director's election to
      office at the time of removal.




Section
      3.      Authority.The
      business of the
      Corporation shall be managed and all corporate powers shall be exercised by
      or
      under the direction of the Board of Directors.




7




Section
      4.      Meetings.  The
      Board of
      Directors of the Corporation may hold meetings, both regular and special, at
      such place, either within or without the State of Nevada, which has been
      designated by resolution of the Board of Directors.  In the absence of
      such designation, meetings shall be held at the office of the Corporation in
      the
      City of El Segundo, State of California.




Section
      5.      First
      Meeting.The first meeting
      of the newly elected Board of Directors shall be held
      immediately following the annual meeting of the stockholders and no notice
      of
      such meeting to the newly elected directors shall be necessary in order legally
      to constitute a meeting, provided a quorum shall be present.




Section
      6.      Regular
      Meetings.Regular meetings
      of the Board of Directors may be held without notice at
      such time and place as shall from time to time be determined by the
      Board.




Section 7.     
      Special
      Meetings.Special meetings
      of the Board of Directors may be called by the Chairman of the Board, or the
      Chief Executive Officer and shall be called by the Chief Executive Officer
      or
      Secretary at the written request of two directors.  Notice of the time
      and place of special meetings shall be given within 30 days to each director
      (a) personally or by telephone, telegraph, facsimile or electronic means,
      in each case at least twenty four (24) hours prior to the holding of the
      meeting, or (b) by mail, charges prepaid, addressed to such director at his
      or her address as it is shown upon the records of the Corporation (or, if it
      is
      not so shown on such records and is not readily ascertainable, at the place
      at
      which the meetings of the directors are regularly held) at least three (3)
      days
      prior to the holding of the meeting.  Notice by mail shall be deemed
      to have been given at the time a written notice is deposited in the United
      States mails, postage prepaid.  Any other written notice shall be
      deemed to have been given at the time it is personally delivered to the
      recipient or is delivered to a common carrier for transmission, or actually
      transmitted by the person giving the notice by electronic means, to the
      recipient.  Oral notice shall be deemed to have been given at the time
      it is communicated, in person or by telephone or wireless, to the recipient
      or
      to a person at the office of the recipient who the person giving the notice
      has
      reason to believe will promptly communicate it to the recipient.  Any
      notice, waiver of notice or consent to holding a meeting shall state the time,
      date and place of the meeting but need not specify the purpose of the
      meeting.




Section
      8.      Quorum.Presence
      in person of
      a majority of the Board of Directors, at a meeting duly assembled, shall be
      necessary to constitute a quorum for the transaction of business and the act
      of
      a majority of the directors present and voting at any meeting, at which a quorum
      is then present, shall be the act of the Board of Directors, except as may
      be
      otherwise specifically provided by the statutes of Nevada or by the Articles
      of
      Incorporation.  A meeting at which a quorum is initially present shall
      not continue to transact business in the absence of a quorum.




8




Section
      9.      Action
      by
      Written Consent.Unless otherwise
      restricted by the Articles of Incorporation or by these Bylaws, any action
      required or permitted to be taken at any meeting of the Board of Directors
      may
      be taken without a meeting if a written consent thereto is signed by all members
      of the Board.  Such written consent shall be filed with the minutes of
      proceedings of the Board of Directors.




Section
      10. Telephonic
      Meetings.Unless otherwise
      restricted bythe Articles of
      Incorporation or these Bylaws, members of the Board of Directors or of any
      committee designated by the Board of Directors may participate in a meeting
      of
      the Board or committee bymeans of a telephone
      conference or similar methods of communications bywhich all persons
      participating in the meeting can hear each other.  Participation in a
      meeting pursuant to the preceding sentence constitutes presence in person at
      such meeting.




Section
      11.      Adjournment.  Amajority
      of the
      directors present at any meeting, whether or not a quorum is present, may
      adjourn any directors' meeting to another time, date and place.  If
      any meeting is adjourned for more than twenty-four (24) hours, notice of any
      adjournment to another time, date and place shall be given, prior to the time
      of
      the adjourned meeting, to the directors whowere not present at
      the
      time of adjournment.  If any meeting is adjourned for less than
      twenty-four (24) hours, notice of any adjournment shall be given to absent
      directors, prior to the time of the adjourned meeting, unless the time, date and
      place is fixed at the meeting adjourned.




Section
      12.      Committees. The
      Board of
      Directors may, by resolution passed by a majority of the whole Board, designate
      one or more committees of the Board of Directors.  Such committee or
      committees shall have such name or names, shall have such duties and shall
      exercise such powers as may be determined from time to time by the Board of
      Directors.




Section
      13.      Committee
      Minutes.The committees
      shall keep regular minutes of their proceedings and report
      the same to the Board of Directors.




Section
      14.      Compensation
      of Directors.The directors
      shall receive such compensation for their services as
      directors, and such additional compensation for their services as members of
      any
      committees of the Board of Directors, as may be authorized by the Board of
      Directors.




Section
      15.      Mandatory
      Retirement of Directors. A
      director of the Corporation shall not serve beyond, and shall automatically
      retire at, the close of the first annual meeting of stockholders held after
      the
      director shall become age 72; provided, however that if the Board of Directors
      shall determine that it is in the best interests of the Corporation and its
      stockholders for a person to continue to serve as a director of the Corporation
      until the close of any annual meeting after the annual meeting upon which this
      Section 15 would otherwise require such person to retire, then such person
      shall
      not be so required to retire until the close of such later annual
      meeting.




9




ARTICLE
      IV




OFFICERS




Section
      1.      Principal
      Officers.The officers
      of the Corporation shall be elected by the Board of
      Directors and shall be a Chief Executive Officer, a President, a Secretary
      and a
      Treasurer.  A resident agent for the Corporation in the State of
      Nevada shall be designated by the Board of Directors.  Any person may
      hold two or more offices.




Section
      2.      Other
      Officers.The Board of
      Directors may also elect one or more Vice Presidents,
      Assistant Secretaries and Assistant Treasurers, and such other officers and
      agents, as it shall deem necessary.




Section
      3.  
   Qualification
      and Removal.The officers
      of the Corporation mentioned in Section 1 of this Article IV
      shall hold office until their successors are elected and qualify.  Any
      such officer and any other officer elected by the Board of Directors may be
      removed at any time by the affirmative vote of a majority of the Board of
      Directors.




Section
      4.       Resignation.Any
      officer may resign
      at any time by giving written notice to the Corporation, without prejudice,
      however, to the rights, if any, of the Corporation under any contract to which
      such officer is a party.  Any such resignation shall take effect at
      the date of the receipt of such notice or at any later time specified therein;
      and, unless otherwise specified therein, the acceptance of such resignation
      shall not be necessary to make it effective.




Section
      5. Powers
      and Duties; Execution of Contracts.  Officers of
      the
      Corporation shall have such powers and duties as may be determined by the Board
      of Directors.  Unless otherwise specified by the Board of Directors,
      the President shall be the Chief Executive Officer of the
      Corporation.  Contracts and other instruments in the normal course of
      business may be executed on behalf of the Corporation by the Chief Executive
      Officer, the President or any Vice President of the Corporation, or any other
      person authorized by resolution of the Board of Directors.




ARTICLE
      V




STOCK
      AND STOCKHOLDERS




Section
      1.      Issuance.Every
      stockholder
      shall be issued a certificate representing the number of shares owned by such
      stockholder in the Corporation.  If the Corporation shall be
      authorized to issue more than one class of stock or more than one series of
      any
      class, the certificate shall contain a statement setting forth the office or
      agency of the Corporation from which stockholders may obtain a copy of a
      statement or summary of the designations, preferences and relative or other
      special rights of the various classes of stock or series thereof and the
      qualifications, limitations or restrictions of such rights.  The
      Corporation shall furnish to its stockholders, upon request and without charge,
      a copy of such statement or summary.




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Section
      2. Facsimile
      Signatures.  Whenever any
      certificate is countersigned or otherwise authenticated by a transfer agent
      or
      transfer clerk, and by a registrar, then a facsimile of the signatures of the
      officers of the Corporation may be printed or lithographed upon such certificate
      in lieu of the actual signatures.  In case any officer or officers who
      shall have signed, or whose facsimile signature or signatures shall have been
      used on, any such certificate or certificates shall cease to be such officer
      or
      officers of the Corporation, before such certificates shall have been delivered
      by the Corporation, such certificates may nevertheless be issued as though
      the
      person or persons who signed such certificates, had not ceased to be an officer
      of the Corporation.




Section
      3.      Lost
      Certificates.  The Board of
      Directors may direct a new stock certificate to be issued in place of any
      certificate alleged to have been lost or destroyed, and may require the making
      of an affidavit of that fact by the person claiming the stock certificate to
      be
      lost or destroyed.  When authorizing such issue of a new certificate,
      the Board of Directors may, in its discretion and as a condition precedent,
      require the owner of the lost or destroyed certificate to give the Corporation
      a
      bond in such sum as it may direct as indemnity against any claim that may be
      made against the Corporation with respect to the certificate alleged to have
      been lost or destroyed.




Section
      4. Transfer
      of Stock.  Upon surrender
      to
      the Corporation or the transfer agent of the Corporation of a certificate for
      shares duly endorsed for transfer, it shall be the duty of the Corporation
      to
      issue a new certificate, cancel the old certificate and record the transaction
      upon its books.




Section
      5.      Uncertificated
      Shares. Notwithstanding
      Sections 1-4 of this Article V, the Board of Directors, pursuant to
      applicable law and the rules and regulations of the U.S. Securities and Exchange
      Commission and each national securities exchange upon which the Corporation’s
      stock is then listed (collectively, the “Applicable Regulations”), may authorize
      the issuance of uncertificated shares of some or all of the shares of any or
      all
      of the Corporation’s classes or series of stock.  Any such issuance
      shall have such effect upon existing certificates for shares, and upon the
      Corporation’s obligations with respect thereto, as may be prescribed by the
      Applicable Regulations, notwithstanding anything to the contrary in Sections
      1-4
      of this Article V.




Section
      6. Registered
      Stock.  The Corporation
      shall be entitled to recognize the exclusive right of a person registered on
      its
      books as the owner of shares to receive dividends, and to vote as such owner
      and
      shall not be bound to recognize any equitable or other claim to or interest
      in
      such share or shares on the part of any other person, whether or not it shall
      have express or other notice thereof, except as otherwise provided by the
      statutes of Nevada.




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Section
      7.      Dividends.In
      the event a
      dividend is declared, the stock transfer books will not be closed, but a record
      date will be fixed by the Board of Directors and only stockholders of record
      on
      that date shall be entitled to the dividend.




ARTICLE VI




INDEMNIFICATION




Section 1. Indemnity
      of Directors, Officers and Agents.  The Corporation
      shall indemnify and hold harmless any person who was or is a party or is
      threatened to be made a party to any threatened, pending or completed action,
      suit or proceeding, whether civil, criminal, administrative or investigative,
      by
      reason of the fact that he or she is or was or has agreed to become a director
      or officer of the Corporation or is serving at the request of the Corporation
      as
      a director or officer of another corporation, partnership, joint venture, trust,
      employee benefit plan or other enterprise or by reason of actions alleged to
      have been taken or omitted in such capacity or in any other capacity while
      serving as a director or officer.  The indemnification of directors
      and officers by the Corporation shall be to the fullest extent authorized or
      permitted by applicable law, as such law exists or may hereafter be amended
      (but
      only to the extent that such amendment permits the Corporation to provide
      broader indemnification rights than permitted prior to the
      amendment).  The indemnification of directors and officers shall be
      against all loss, liability and expense (including attorneys fees, costs,
      damages, judgments, fines, amounts paid in settlement and ERISA excise taxes
      or
      penalties) actually and reasonably incurred by or on behalf of a director or
      officer in connection with such action, suit or proceeding, including any
      appeals; provided, however, that with respect to any action, suit or proceeding
      initiated by a director or officer, the Corporation shall indemnify such
      director or officer only if the action, suit or proceeding was authorized by
      the
      Board of Directors of the Corporation, except with respect to a suit for the
      enforcement of rights to indemnification or advancement of expenses in
      accordance with Section 3 hereof.




Section
      2.      Expenses.The
      expenses of directors and officers
      incurred as a party to any threatened, pending or completed action, suit or
      proceeding, whether civil, criminal, administrative or investigative shall
      be
      paid by the Corporation as they are incurred and in advance of the final
      disposition of the action, suit or proceeding; provided, however, that if
      applicable law so requires, the advance payment of expenses shall be made only
      upon receipt by the Corporation of an undertaking by or on behalf of the
      director or officer to repay all amounts as advanced in the event that it is
      ultimately determined by a final decision, order or decree of a court of
      competent jurisdiction that the director or officer is not entitled to be
      indemnified for such expenses under this Article VI.




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Section
      3. Enforcement.Any
      director or officer may
      enforce his or her rights to indemnification or advance payments for expenses
      in
      a suit brought against the Corporation if his or her request for indemnification
      or advance payments for expenses is wholly or partially refused by the
      Corporation or if there is no determination with respect to such request within
      60 days from receipt by the Corporation of a written notice from the director
      or
      officer for such a determination.  If a director or officer is
      successful in establishing in a suit his or her entitlement to receive or
      recover an advancement of expenses or a right to indemnification, in whole
      or in
      part, he or she shall also be indemnified by the Corporation for costs and
      expenses incurred in such suit.  It shall be a defense to any such
      suit (other than a suit brought to enforce a claim for the advancement of
      expenses under Section 2 of this Article VI where the required undertaking,
      if any, has been received by the Corporation) that the claimant has not met
      the
      standard of conduct set forth in the Nevada General Corporation
      Law.  Neither the failure of the Corporation to have made a
      determination prior to the commencement of such suit that indemnification of
      the
      director or officer is proper in the circumstances because the director or
      officer has met the applicable standard of conduct nor a determination by the
      Corporation that the director or officer has not met such applicable standard
      of
      conduct shall be a defense to the suit or create a presumption that the director
      or officer has not met the applicable standard of conduct.  In a suit
      brought by a director or officer to enforce a right under this Section 3 or
      by the Corporation to recover an advancement of expenses pursuant to the terms
      of an undertaking, the burden of proving that a director or officer is not
      entitled to be indemnified or is not entitled to an advancement of expenses
      under this Section 3 or otherwise, shall be on the
      Corporation.




Section
      4. Non-exclusivity.The
      right to
      indemnification and to the payment of expenses as they are incurred and in
      advance of the final disposition of the action, suit or proceeding shall not
      be
      exclusive of any other right to which a person may be entitled under the
      Articles of Incorporation, these Bylaws or any  agreement, statute,
      vote of stockholders or disinterested directors or otherwise.  The
      right to indemnification under Section 1 hereof shall continue for a person
      who has ceased to be a director or officer and shall inure to the benefit of
      his
      or her heirs, next of kin, executors, administrators and legal
      representatives.




Section
      5.      Settlement. The
      Corporation shall
      not be obligated to reimburse the amount of any settlement unless it has agreed
      to such settlement.  If any person shall unreasonably fail to enter
      into a settlement of any action, suit or proceeding within the scope of
      Section 1 hereof, offered or assented to by the opposing party or parties
      and which is acceptable to the Corporation, then, notwithstanding any other
      provision of this Article VI, the indemnification obligation of the
      Corporation in connection with such action, suit or proceeding shall be limited
      to the total of the amount at which settlement could have been made and the
      expenses incurred by such person prior to the time the settlement could
      reasonably have been effected.




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Section 6. Purchase
      of Insurance.The Corporation
      may purchase and maintain insurance on behalf of any person who is or was a
      director, officer, employee or agent of the Corporation, or is or was serving
      at
      the request of the Corporation as a director, officer, employee or agent of
      another corporation, partnership, joint venture, trust or other enterprise
      against any liability asserted against such person and incurred by him or her
      in
      any such capacity, or arising out of his or her status as such, whether or
      not
      the Corporation would have the power to indemnify such person against such
      liability under the provisions of this Article VI.




Section
      7.      Conditions.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 employee or agent
      of
      the Corporation or to any director, officer, employee or agent of any of its
      subsidiaries to the fullest extent of the provisions of this Article VI,
      subject to the imposition of any conditions or limitations as the Board of
      Directors may deem necessary or appropriate.




ARTICLE
      VII




GENERAL
      PROVISIONS




Section
      1. Exercise
      of Rights. 
All
      rights incident to any and
      all shares of another corporation or corporations standing in the name of the
      Corporation may be exercised by such officer, agent or proxyholder as the Board
      of Directors may designate.  In the absence of such designation, such
      rights may be exercised by the Chairman of the Board or any officer of the
      Corporation, or by any other person authorized to do so by the Chairman of
      the
      Board or any officer of the Corporation.  Except as provided below,
      shares of the Corporation owned by any subsidiary of the Corporation shall
      not
      be entitled to vote on any matter.  Shares of the Corporation held by
      the Corporation in a fiduciary capacity and shares of the Corporation held
      in a
      fiduciary capacity by any subsidiary of the Corporation, shall not be entitled
      to vote on any matter, except to the extent that the settler or beneficial
      owner
      possesses and exercises a right to vote or to give the Corporation or such
      subsidiary binding instructions as to how to vote such shares.




Solely
      for purposes of Section 1 of this Article VII, a "subsidiary" of the Corporation
      shall mean a corporation, shares of which possessing more than fifty percent
      (50%) of the power to vote for the election of directors at the time
      determination of such voting power is made, are owned directly, or indirectly
      through one or more subsidiaries, by the Corporation.




Section
      2.      Interpretation.  Unless
      the
      context of a Section of these Bylaws otherwise requires, the terms used in
      these
      Bylaws shall have the meanings provided in, and these Bylaws shall be construed
      in accordance with, the Nevada statutes relating to private corporations, as
      found in Chapter 78 of the Nevada Revised Statutes or any subsequent
      statute.




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ARTICLE
      VIII




AMENDMENTS




Section 1.     
      Stockholder
      Amendments.  Bylaws may
      be
      adopted, amended or repealed by the affirmative vote of not less than
      seventy-five percent (75%) of the outstanding voting shares of the Corporation.




Section
      2.      Amendments
      by Board of Directors.  Subject to
      the
      right of stockholders as provided in Section 1 of this Article VIII, Bylaws
      may
      be adopted, amended or repealed by the Board of Directors.




ARTICLE
      IX




“ACQUISITION
      OF CONTROLLING INTEREST” PROVISIONS OF


THE
      NEVADA GENERAL CORPORATION LAW SHALL NOT APPLY




On
      and
      after February 16, 1998, the provisions of Section 78.378 to 78.3793,
      inclusive, of the Nevada Revised Statutes shall not apply to the
      Corporation.




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