**Exhibit 3.2**

**BYLAWS**

**OF**

**PLATINUM RESEARCH ORGANIZATION, INC.**

**(A DELAWARE CORPORATION)**

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**INDEX**
|                                |   | **Page  Number** |
|--------------------------------|--------|------------------|
| ARTICLE I - STOCKHOLDERS       |   |             |
|                           |   |             |
|                           | 1.1    |             | Place of Meetings |   | 4 |
|                           | 1.2    |             | Annual Meeting |   | 4 |
|                           | 1.3    |             | Special Meetings |   | 4 |
|                           | 1.4    |             | Notice of Meetings |   | 4 |
|                           | 1.5    |             | Voting List |   | 4 |
|                           | 1.6    |             | Quorum |   | 5 |
|                           | 1.7    |             | Adjournments |   | 5 |
|                           | 1.8    |             | Voting and Proxies |   | 5 |
|                           | 1.9    |             | Action at Meeting |   | 5 |
|                           | 1.10   |             | Notice of Stockholder Business |   | 6 |
|                           | 1.11   |             | Conduct of Business |   | 6 |
|                           | 1.12   |             | Stockholder Action Without Meeting |   | 7 |
|                           | 1.13   |             | Meetings by Remote Communication |   | 7 |
|                           |   |             |   |   |   |
| ARTICLE II -BOARD OF DIRECTORS |   | 8                |
|                           |   |             |
|                           | 2.1    |             | General Powers |   | 8 |
|                           | 2.2    |             | Number and Term of Office |   | 8 |
|                           | 2.3    |             | Vacancies and Newly Created Directorships |   | 8 |
|                           | 2.4    |             | Resignation |   | 8 |
|                           | 2.5    |             | Removal |   | 8 |
|                           | 2.6    |             | Regular Meetings |   | 9 |
|                           | 2.7    |             | Special Meetings |   | 9 |
|                           | 2.8    |             | Notice of Special Meetings |   | 9 |
|                           | 2.9    |             | Participation in Meetings by Telephone Conference  Calls or Other Methods of Communication |   | 9 |
|                           | 2.10   |             | Quorum |   | 9 |
|                           | 2.11   |             | Action at Meeting |   | 9 |
|                           | 2.12   |             | Action by Written Consent |   | 9 |
|                           | 2.13   |             | Committees |   | 9 |
|                           | 2.14   |             | Compensation of Directors |   | 10 |
|                           | 2.15   |             | Nomination of Director Candidates |   | 10 |
|                           | 2.16   |             | Nomination of Director Candidates |   | 10 |
|                           |   |             |   |   |   |
| ARTICLE III - OFFICERS         |   | 11               |
|                           |   |             |
|                           | 3.1    |             | Enumeration |   | 11 |
|                           | 3.2    |             | Election |   | 11 |
|                           | 3.3    |             | Qualification |   | 11 |

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|                                                          | 3.4    |   | Tenure                                                    |   | 12     |
|----------------------------------------------------------|--------|--------|-----------------------------------------------------------|--------|--------|
|                                                     | 3.5    |   | Resignation and Removal                                   |   | 12     |
|                                                     | 3.6    |   | Chairman of the Board                                     |   | 12     |
|                                                     | 3.7    |   | Chief Executive Officer                                   |   | 12     |
|                                                     | 3.8    |   | President                                                 |   | 12     |
|                                                     | 3.9    |   | Vice-Presidents                                           |   | 12     |
|                                                     | 3.10   |   | Secretary and Assistant Secretaries                       |   | 12     |
|                                                     | 3.11   |   | Treasurer                                                 |   | 13     |
|                                                     | 3.12   |   | Chief Financial Officer                                   |   | 13     |
|                                                     | 3.13   |   | Salaries                                                  |   | 13     |
|                                                     | 3.14   |   | Delegation of Authority                                   |   | 13     |
|                                                     |   |   |                                                      |   |   |
| ARTICLE IV -CAPITAL STOCK                                |   | 13     |
|                                                     |   |   |
|                                                     | 4.1    |   | Issuance of Stock                                         |   | 13     |
|                                                     | 4.2    |   | Certificates of Stock                                     |   | 13     |
|                                                     | 4.3    |   | Transfers                                                 |   | 13     |
|                                                     | 4.4    |   | Lost, Stolen or Destroyed Certificates                    |   | 13     |
|                                                     | 4.5    |   | Record Date                                               |   | 13     |
|                                                     |   |   |                                                      |   |   |
| ARTICLE V -GENERAL PROVISIONS                            |   | 14     |
|                                                     |   |   |
|                                                     | 5.1    |   | Fiscal Year                                               |   | 14     |
|                                                     | 5.2    |   | Corporate Seal                                            |   | 14     |
|                                                     | 5.3    |   | Waiver of Notice                                          |   | 14     |
|                                                     | 5.4    |   | Actions with Respect to Securities of Other  Corporations |   | 14     |
|                                                     | 5.5    |   | Evidence of Authority                                     |   | 14     |
|                                                     | 5.6    |   | Certificate of Incorporation                              |   | 14     |
|                                                     | 5.7    |   | Severability                                              |   | 14     |
|                                                     | 5.8    |   | Pronouns                                                  |   | 14     |
|                                                     | 5.9    |   | Notices                                                   |   | 15     |
|                                                     | 5.10   |   | Reliance Upon Books, Reports and Records                  |   | 15     |
|                                                     | 5.11   |   | Time Periods                                              |   | 15     |
|                                                     | 5.12   |   | Facsimile Signatures                                      |   | 15     |
|                                                     | 5.13   |   | Annual Report                                             |   | 15     |
|                                                     |   |   |                                                      |   |   |
| ARTICLE VI - AMENDMENTS                                  |   | 15     |
|                                                     |   |   |
|                                                     | 6.1    |   | By the Board of Directors                                 |   | 15     |
|                                                     | 6.2    |   | By the Stockholders                                       |   | 15     |
|                                                     |   |   |                                                      |   |   |
| ARTICLE VII - INDEMNIFICATION OF DIRECTORS AND  OFFICERS |   | 16     |
|                                                     |   |   |
|                                                     | 7.1    |   | Right to Indemnification                                  |   | 16     |
|                                                     | 7.2    |   | Right of Claimant to Bring Suit                           |   | 16     |
|                                                     | 7.3    |   | Indemnification of Employees and Agents                   |   | 17     |
|                                                     | 7.4    |   | Non-Exclusivity of Rights                                 |   | 17     |

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|                          | 7.5    |   | Indemnification Contracts |   | 17     |
|--------------------------|--------|--------|---------------------------|--------|--------|
|                     | 7.6    |   | Insurance                 |   | 17     |
|                     | 7.6    |   | Effect of Amendment       |   | 17     |
|                     |   |   |                      |   |   |
| CERTIFICATE OF SECRETARY |   | 17     |

 

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**BYLAWS OF****PLATINUM RESEARCH ORGANIZATION, INC.**

**ARTICLE I STOCKHOLDERS**

     ***1.1 Place ofMeetings****.* Allmeetings of stockholders shall be held at such place (if any) within or withoutthe State of Delaware as may be designated from time to time by the Board ofDirectors or the President and Chief Executive Officer.

     ***1.2 Annual Meeting****.* The annual meeting of stockholders forthe election of directors and for the transaction of such other business as mayproperly be brought before the meeting shall be held on a date to be fixed bythe Board of Directors at the time and place to be fixed by the Board ofDirectors and stated in the notice of the meeting. In lieu of holding an annualmeeting of stockholders at a designated place, the Board of Directors may, inits sole discretion, determine that any annual meeting of stockholders may be heldsolely by means of remote communication.

     ***1.3 SpecialMeetings****.* Specialmeetings of stockholders may be called at any time by the Board of Directors,the Chairman of the Board or the Chief Executive Officer or the holders ofrecord of not less than 25% of all shares entitled to cast votes at themeeting, for any purpose or purposes prescribed in the notice of the meetingand shall be held at such place (if any), on such date and at such time as theBoard may fix. In lieu of holding a special meeting of stockholders at adesignated place, the Board of Directors may, in its sole discretion, determinethat any special meeting of stockholders may be held solely by means of remotecommunication. Business transacted at any special meeting of stockholders shallbe confined to the purpose or purposes stated in the notice of meeting.

     Upon request in writing sent by registered mail to the President or ChiefExecutive Officer by any stockholder or stockholders entitled to request aspecial meeting of stockholders pursuant to this Section 1.3, andcontaining the information required pursuant to Sections 1.10 and 2.16, asapplicable, the Board of Directors shall determine a place and time for suchmeeting, which time shall be not less than 120 nor more than 130 daysafter the receipt of such request, and a record date for the determination ofstockholders entitled to vote at such meeting shall be fixed by the Board ofDirectors, in advance, which shall not be more that 60 days nor less than10 days before the date of such meeting. The Board of Directors maypostpone or reschedule any previously scheduled special meeting. Following suchreceipt of a request and determination by the Secretary of the validitythereof, it shall be the duty of the Secretary to present the request to theBoard of Directors, and upon Board action as provided in this Section 1.3,to cause notice to be given to the stockholders entitled to vote at suchmeeting, in the manner set forth in Section 1.4, hereof, that a meeting willbe held at the place, if any, and time so determined, for the purposes setforth in the stockholder’s request, as well as any purpose or purposesdetermined by the Board of Directors in accordance with this Section 1.3.

     ***1.4 Notice ofMeetings****.*

     (a) Written notice of each meeting of stockholders, whether annual orspecial, shall be given not less than 10 nor more than 60 days before thedate on which the meeting is to be held, to each stockholder entitled to voteat such meeting, except as otherwise provided herein or as required by law(meaning here and hereafter, as required from time to time by the DelawareGeneral Corporation Law or the Certificate of Incorporation). The notice of anymeeting shall state the place, if any, date and hour of the meeting, and themeans of remote communication, if any, by which stockholders and proxy holdersmay be deemed to be present in person and vote at such meeting. The notice of aspecial meeting shall state, in addition, the purpose or purposes for which themeeting is called. If mailed, notice is given when deposited in the UnitedStates mail, postage prepaid, directed to the stockholder at his address as itappears on the records of the corporation.

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     (b) Notice to stockholders may be given by personal delivery, mail, or,with the consent of the stockholder entitled to receive notice, by facsimile orother means of electronic transmission. If mailed, such notice shall bedelivered by postage prepaid envelope directed to each stockholder at suchstockholder’s address as it appears in the records of the Corporation and shallbe deemed given when deposited in the United States mail. Notice given byelectronic transmission pursuant to this subsection shall be deemed given:(1) if by facsimile telecommunication, when directed to a facsimiletelecommunication number at which the stockholder has consented to receivenotice; (2) if by electronic mail, when directed to an electronic mailaddress at which the stockholder has consented to receive notice; (3) if byposting on an electronic network together with separate notice to thestockholder of such specific posting, upon the later of (A) such postingand (B) the giving of such separate notice; and (4) if by any otherform of electronic transmission, when directed to the stockholder. An affidavitof the secretary or an assistant secretary or of the transfer agent or otheragent of the Corporation that the notice has been given by personal delivery,by mail, or by a form of electronic transmission shall, in the absence of fraud,be prima facie evidence of the facts stated therein.

     (c) Notice of any meeting of stockholders need not be given to anystockholder if waived by such stockholder either in a writing signed by suchstockholder or by electronic transmission, whether such waiver is given beforeor after such meeting is held. If such a waiver is given by electronictransmission, the electronic transmission must either set forth or be submittedwith information from which it can be determined that the electronic transmissionwas authorized by the stockholder.

     ***1.5 Voting List****.* The officer who has charge of the stockledger of the corporation shall prepare, at least 10 days before eachmeeting of stockholders, a complete list of the stockholders entitled to voteat the meeting, arranged in alphabetical order for each class of stock andshowing the address of each stockholder and the number of shares registered inthe name of each stockholder. Such list shall be open to the examination of anysuch stockholder, for any purpose germane to the meeting, during ordinarybusiness hours, for a period of at least 10 days prior to the meeting, inthe manner provided by law. The list shall also be produced and kept at thetime and place of the meeting during the whole time of the meeting, and may beinspected by any stockholder who is present. This list shall determine theidentity of the stockholders entitled to vote at the meeting and the number ofshares held by each of them.

     ***1.6 Quorum****.* Except as otherwise provided by law orthese Bylaws, the holders of a majority of the shares of the capital stock ofthe corporation entitled to vote at the meeting, present in person orrepresented by proxy, shall constitute a quorum for the transaction ofbusiness. Where a separate class vote by a class or classes or series isrequired, a majority of the shares of such class or classes or series presentin person or represented by proxy shall constitute a quorum entitled to takeaction with respect to that vote on that matter.

     ***1.7 Adjournments****.* Any meeting of stockholders may beadjourned to any other time and to any other place at which a meeting ofstockholders may be held under these Bylaws by the chairman of the meeting or,in the absence of such person, by any officer entitled to preside at or to actas secretary of such meeting, or by the holders of a majority of the shares ofstock present or represented at the meeting and entitled to vote, although lessthan a quorum. When a meeting is adjourned to another place, date or time,written notice need not be given of the adjourned meeting if the date, time,and place, if any, thereof, and the means of remote communication, if any, bywhich stockholders and proxy holders may be deemed to be present in person andvote at such adjourned meeting, are announced at the meeting at which theadjournment is taken; provided, however, that if the date of any adjournedmeeting is more than 30 days after the date for which the meeting wasoriginally noticed, or if a new record date is fixed for the adjourned meeting,written notice of the place, if any, date, and time of the adjourned meetingand the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting,shall be given in conformity herewith. At the adjourned meeting, thecorporation may transact any business which might have been transacted at theoriginal meeting.

     ***1.8 Voting andProxies****.* Eachstockholder shall have one vote for each share of stock entitled to vote heldof record by such stockholder and a proportionate vote for each fractionalshare so held, unless otherwise provided by law or in the Certificate ofIncorporation. Each stockholder of record entitled to vote at a meeting of stockholdersmay vote in person or may authorize any other person or persons to vote or actfor him by written proxy executed by the stockholder or his authorized agent orby a transmission permitted by law and delivered to the Secretary of the 

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corporation.Any copy, facsimile transmission or other reliable reproduction of the writingor transmission created pursuant to this Section may be substituted or used inlieu of the original writing or transmission for any and all purposes for whichthe original writing or transmission could be used, provided that such copy,facsimile transmission or other reproduction shall be a complete reproductionof the entire original writing or transmission.

***     1.9 Action at Meeting****.* When a quorum is present at any meeting, any election ofdirectors shall be determined by a plurality of the votes cast by thestockholders entitled to vote at the election, and any other matter shall bedetermined by a majority in voting power of the shares present in person orrepresented by proxy and entitled to vote on the matter (or if there are two ormore classes of stock entitled to vote as separate classes, then in the case ofeach such class, a majority of the shares of each such class present in personor represented by proxy and entitled to vote on the matter) shall decide suchmatter, except when a different vote is required by express provision of law,the Certificate of Incorporation or these Bylaws.

     All voting, including on the election of directors, but excepting where otherwiserequired by law, may be by a voice vote; provided, however, that upon demandtherefor by a stockholder entitled to vote or his or her proxy, a vote byballot shall be taken. Each ballot shall state the name of the stockholder orproxy voting and such other information as may be required under the procedureestablished for the meeting. The corporation may, and to the extent required bylaw, shall, in advance of any meeting of stockholders, appoint one or moreinspectors to act at the meeting and make a written report thereof. Thecorporation may designate one or more persons as an alternate inspector toreplace any inspector who fails to act. If no inspector or alternate is able toact at a meeting of stockholders, the person presiding at the meeting may, andto the extent required by law, shall, appoint one or more inspectors to act atthe meeting. Each inspector, before entering upon the discharge of his duties,shall take and sign an oath to faithfully execute the duties of inspector withstrict impartiality and according to the best of his or her ability.

     ***1.10 Notice ofStockholder Business****.*

     (a) At an annual or special meeting of the stockholders, only suchbusiness shall be conducted as shall have been properly brought before themeeting. To be properly brought before an annual meeting, business must be(i) specified in the notice of meeting (or any supplement thereto) givenby or at the direction of the Board of Directors, (ii) properly broughtbefore the meeting by or at the direction of the Board of Directors, or(iii) properly brought before an annual meeting by a stockholder ofrecord. For business to be properly brought before an annual meeting by astockholder, it must be a proper matter for stockholder action under theDelaware General Corporation Law,****andthe stockholder must have given timely notice thereof in writing to theSecretary of the corporation and if the stockholder, or the beneficial owner onwhose behalf any such proposal is made, has provided the corporation with aSolicitation Notice, as that term is defined in subclause (v) of paragraph(b), such stockholder or beneficial owner must have delivered a proxy statementand form of proxy to holders of at least the percentage of the corporation’svoting shares required under applicable law to carry any such proposal, andmust have included in such materials the Solicitation Notice, and if noSolicitation Notice relating thereto has been timely provided pursuant to thissection, the stockholder or beneficial owner proposing such business must nothave solicited a number of proxies sufficient to have required the delivery ofsuch a Solicitation Notice under this section. To be timely, a stockholderproposal to be presented at an annual meeting shall be received at thecorporation’s principal executive offices not less than 120 calendar days inadvance of the first anniversary of the date that the corporation’s (or thecorporation’s predecessor’s) proxy statement was released to stockholders inconnection with the previous year’s annual meeting of stockholders, except thatif no annual meeting was held in the previous year or the date of the annualmeeting is more than 30 days earlier than the date contemplated at thetime of the previous year’s proxy statement, notice by the stockholders to betimely must be received not later than the close of business on the 10th dayfollowing the day on which the date of the annual meeting is publiclyannounced. “Public announcement” for purposes hereof shall have the meaning setforth in Article II, Section 2.15(c) of these Bylaws. In no eventshall the public announcement of an adjournment or postponement of an annualmeeting commence a new time period (or extend any time period) for the givingof a stockholder’s notice as described above.

     (b) A stockholder’s notice to the Secretary of the corporation shall setforth as to each matter the stockholder proposes to bring before the annual orspecial meeting (i) a brief description of the business desired to bebrought before the annual meeting, (ii) the name and address of thestockholder proposing such business and of the 

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beneficialowner, if any, on whose behalf the business is being brought, (iii) theclass and number of shares of the corporation which are owned beneficially andof record by the stockholder and such other beneficial owner, and (iv) anymaterial interest of the stockholder and such other beneficial owner in suchbusiness and (v) whether such stockholder or beneficial owner intends todeliver a proxy statement and form of proxy to holders of at least thepercentage of the corporation’s voting shares required under applicable law tocarry the proposal (an affirmative statement of such intent being referred toin this Section 1.10 as a “Solicitation Notice”).

     (c) Notwithstanding the foregoing provisions of this Bylaw, a stockholdershall also comply with all applicable requirements of the Securities ExchangeAct of 1934 (the “Exchange Act”) and the rules and regulations thereunder withrespect to the matters set forth in this Bylaw. Nothing in this Bylaw shall bedeemed to affect any rights of stockholders to request inclusion of proposalsin the Corporation’s proxy statement pursuant to Rule 14a-8 under theExchange Act.

     ***1.11 Conduct ofBusiness****.* At everymeeting of the stockholders, the Chairman of the Board, or, in his or herabsence, the President, or, in his or her absence, such other person as may beappointed by the Board of Directors, shall act as chairman. The Secretary ofthe corporation or a person designated by the chairman of the meeting shall actas secretary of the meeting. Unless otherwise approved by the chairman of themeeting, attendance at the stockholders’ meeting is restricted to stockholdersof record, persons authorized in accordance with Section 1.8 of theseBylaws to act by proxy, and officers of the corporation.

     The chairman of the meeting shall call the meeting to order, establish theagenda, and conduct the business of the meeting in accordance therewith or, atthe chairman’s discretion, it may be conducted otherwise in accordance with thewishes of the stockholders in attendance. The date and time of the opening andclosing of the polls for each matter upon which the stockholders will vote atthe meeting shall be announced at the meeting.

     The chairman shall also conduct the meeting in an orderly manner, rule on theprecedence of, and procedure on, motions and other procedural matters, andexercise discretion with respect to such procedural matters with fairness andgood faith toward all those entitled to take part. Without limiting theforegoing, the chairman may (a) restrict attendance at any time to bonafide stockholders of record and their proxies and other persons in attendanceat the invitation of the presiding officer or Board of Directors,(b) restrict use of audio or video recording devices at the meeting, and(c) impose reasonable limits on the amount of time taken up at the meetingon discussion in general or on remarks by any one stockholder. Should anyperson in attendance become unruly or obstruct the meeting proceedings, thechairman shall have the power to have such person removed from the meeting.Notwithstanding anything in the Bylaws to the contrary, no business shall beconducted at a meeting except in accordance with the procedures set forth inthis Section 1.11 and Section 1.10 above. The chairman of a meetingmay determine and declare to the meeting that any proposed item of business wasnot brought before the meeting in accordance with the provisions of this Section 1.11and Section 1.10, and if he should so determine, he shall so declare tothe meeting and any such business not properly brought before the meeting shallnot be transacted.

     ***1.12 StockholderAction Without Meeting***. Any action which may be taken at anyannual or special meeting of stockholders may be taken without a meeting andwithout prior notice, if a consent in writing, setting forth the actions sotaken, is signed by the holders of outstanding shares having not less than theminimum number of votes which would be necessary to authorize or take suchaction at a meeting at which all shares entitled to vote thereon were presentand voted. All such consents shall be filed with the Secretary of thecorporation and shall be maintained in the corporate records. Prompt notice ofthe taking of a corporate action without a meeting by less than unanimouswritten consent shall be given to those stockholders who have not consented inwriting.

     An electronic transmission consenting to an action to be taken and transmittedby a stockholder, or by a proxy holder or other person authorized to act for astockholder, shall be deemed to be written, signed and dated for the purpose ofthis Section 1.12, provided that such electronic transmission sets forthor is delivered with information from which the corporation can determine(i) that the electronic transmission was transmitted by the stockholder orby a person authorized to act for the stockholder and (ii) the date onwhich such stockholder or authorized person transmitted such electronictransmission. The date on which such electronic transmission is transmittedshall be deemed to be the date on which such consent was signed. No consentgiven by electronic transmission shall be deemed to have been delivered untilsuch consent is reproduced in paper form and until such paper form shall be 

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deliveredto the corporation by delivery to its registered office in the State ofDelaware, its principal place of business or an officer or agent of thecorporation having custody of the books in which proceedings of meetings ofstockholders are recorded.

      ***1.13 Meetings by RemoteCommunication****.* Ifauthorized by the Board of Directors, and subject to such guidelines andprocedures as the Board may adopt, stockholders and proxy holders notphysically present at a meeting of stockholders may, by means of remotecommunication, participate in the meeting and be deemed present in person andvote at the meeting, whether such meeting is to be held at a designated placeor solely by means of remote communication, provided that (i) thecorporation shall implement reasonable measures to verify that each persondeemed present and permitted to vote at the meeting by means of remotecommunication is a stockholder or proxy holder, (ii) the corporation shallimplement reasonable measures to provide such stockholders and proxy holders areasonable opportunity to participate in the meeting and to vote on matterssubmitted to the stockholders, including an opportunity to read or hear the proceedingsof the meeting substantially concurrently with such proceedings, and(iii) if any stockholder or proxy holder votes or takes other action atthe meeting by means of remote communication, a record of such vote or otheraction shall be maintained by the corporation.

**ARTICLE II BOARD OF DIRECTORS**

     ***2.1 General Powers****.* The business and affairs of thecorporation shall be managed by or under the direction of a Board of Directors,who may exercise all of the powers of the corporation except as otherwiseprovided by law or the Certificate of Incorporation. In the event of a vacancyin the Board of Directors, the remaining directors, except as otherwiseprovided by law, may exercise the powers of the full Board until the vacancy isfilled.

    ***2.2 Number and Termof Office****.* Subjectto the rights of the holders of any series of preferred stock to electdirectors under specified circumstances, the number of directors shallinitially be one (1) and, immediately following the Merger (as defined inthe corporation’s Certificate of Incorporation) the number of directors shallbe set at seven (7) and thereafter, shall be fixed from time to timeexclusively by the Board of Directors pursuant to a resolution adopted by amajority of the total number of authorized directors (whether or not thereexist any vacancies in previously authorized directorships at the time any suchresolution is presented to the Board for adoption). Effective upon the date ofthe closing of the Merger (as defined in the Corporation’s Certificate ofIncorporation) (the “Effective Date”), the directors, other than those who maybe elected by the holders of any series of preferred stock under specifiedcircumstances. All directors shall hold office until the expiration of the termfor which elected and until their respective successors are elected, except inthe case of the death, resignation or removal of any director. At each annualmeeting of stockholders, commencing with the first annual meeting held afterthe Effective Date, (i) directors elected to succeed those directors whoseterms expire shall be elected for a term of office to expire at the thirdsucceeding annual meeting of stockholders after their election, with eachdirector to hold office until his or her successor shall have been duly electedand qualified, and (ii) if authorized by a resolution of the Board ofDirectors, directors may be elected to fill any vacancy on the Board ofDirectors, regardless of how such vacancy shall have been created.

     ***2.3 Vacancies andNewly Created Directorships****.*Subject to the rights of the holders of any series of Preferred Stock thenoutstanding, newly created directorships resulting from any increase in theauthorized number of directors or any vacancies in the Board of Directorsresulting from death, resignation, retirement, disqualification or other cause(including removal from office by a vote of the stockholders) may be filledonly by a majority vote of the directors then in office, though less than aquorum (and not by stockholders), or by the sole remaining director, anddirectors so chosen shall hold office for a term expiring at the next annualmeeting of stockholders at which the term of office of the class to which theyhave been elected expires or until such director’s successor shall have beenduly elected and qualified. No decrease in the number of authorized directorsshall shorten the term of any incumbent director.

     ***2.4 Resignation****.* Any director may resign by deliveringnotice in writing or by electronic transmission to the President, Chairman ofthe Board or Secretary. Such resignation shall be effective upon receipt unlessit is specified to be effective at some other time or upon the happening ofsome other event.

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***     2.5 Removal****.* Subject to the rights of the holders ofany series of Preferred Stock then outstanding, any directors, or the entireBoard of Directors, may be removed from office at any time, with or withoutcause, by the affirmative vote of the holders of a majority of the voting powerof all of the outstanding shares of capital stock entitled to vote generally inthe election of directors, voting together as a single class. Vacancies in theBoard of Directors resulting from such removal may be filled by a majority ofthe directors then in office, though less than a quorum, or by the soleremaining director. Directors so chosen shall hold office until the next annualmeeting of stockholders at which the term of office of the class to which theyhave been elected expires.

     ***2.6 RegularMeetings****.* Regularmeetings of the Board of Directors may be held without notice at such time andplace, either within or without the State of Delaware, as shall be determinedfrom time to time by the Board of Directors; provided that any director who isabsent when such a determination is made shall be given notice of thedetermination. A regular meeting of the Board of Directors may be held withoutnotice immediately after and at the same place as the annual meeting ofstockholders.

    ***2.7 SpecialMeetings****.* Specialmeetings of the Board of Directors may be called by the Chairman of the Board,the President or two or more directors and may be held at any time and place,within or without the State of Delaware.

     ***2.8 Notice ofSpecial Meetings****.*Notice of any special meeting of directors shall be given to each director bywhom it is not waived by the Secretary or by the officer or one of thedirectors calling the meeting. Notice shall be duly given to each director by(i) giving notice to such director in person or by telephone, electronictransmission or voice message system at least 24 hours in advance of themeeting, (ii) sending a facsimile to his last known facsimile number, ordelivering written notice by hand to his last known business or home address,at least 24 hours in advance of the meeting, or (iii) mailing writtennotice to his last known business or home address at least three days inadvance of the meeting. A notice or waiver of notice of a meeting of the Boardof Directors need not specify the purposes of the meeting. Unless otherwiseindicated in the notice thereof, any and all business may be transacted at aspecial meeting.

     ***2.9 Participationin Meetings by Telephone Conference Calls or Other Methods of Communication****.* Directors or any members of any committeedesignated by the directors may participate in a meeting of the Board ofDirectors or such committee by means of conference telephone or othercommunications equipment by means of which all persons participating in themeeting can hear each other, and participation by such means shall constitutepresence in person at such meeting.

     ***2.10 Quorum****.* A majority of the total number ofauthorized directors shall constitute a quorum at any meeting of the Board ofDirectors. In the absence of a quorum at any such meeting, a majority of thedirectors present may adjourn the meeting from time to time without furthernotice other than announcement at the meeting, until a quorum shall be present.Interested directors may be counted in determining the presence of a quorum ata meeting of the Board of Directors or at a meeting of a committee whichauthorizes a particular contract or transaction.

     ***2.11 Action atMeeting****.* At anymeeting of the Board of Directors at which a quorum is present, the vote of amajority of those present shall be sufficient to take any action, unless adifferent vote is specified by law, the Certificate of Incorporation or theseBylaws.

     ***2.12 Action byWritten Consent****.*Any action required or permitted to be taken at any meeting of the Board ofDirectors or of any committee of the Board of Directors may be taken without ameeting if all members of the Board or committee, as the case may be, consentto the action in writing or by electronic transmission, and the writings orelectronic transmissions are filed with the minutes of proceedings of the Boardor committee. Such filing shall be in paper form if the minutes are maintainedin paper form and shall be in electronic form if the minutes are maintained inelectronic form.

     ***2.13 Committees****.* The Board of Directors may designate oneor more committees, each committee to consist of one or more of the directorsof the corporation, with such lawfully delegated powers and duties as ittherefor confers, to serve at the pleasure of the Board. The Board maydesignate one or more directors as alternate members of any 

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committee,who may replace any absent or disqualified member at any meeting of thecommittee. In the absence or disqualification of a member of a committee, themember or members of the committee present at any meeting and not disqualifiedfrom voting, whether or not he or they constitute a quorum, may unanimouslyappoint another member of the Board of Directors to act at the meeting in theplace of any such absent or disqualified member. Any such committee, to theextent provided in the resolution of the Board of Directors and subject to theprovisions of the Delaware General Corporation Law, shall have and may exerciseall the powers and authority of the Board of Directors in the management of thebusiness and affairs of the corporation and may authorize the seal of thecorporation to be affixed to all papers which may require it. Each suchcommittee shall keep minutes and make such reports as the Board of Directorsmay from time to time request. Except as the Board of Directors may otherwisedetermine, any committee may make rules for the conduct of its business, butunless otherwise provided by such rules, its business shall be conducted asnearly as possible in the same manner as is provided in these Bylaws for theBoard of Directors.

    ***2.14 Compensationof Directors****.*Directors may be paid such compensation for their services and suchreimbursement for expenses of attendance at meetings as the Board of Directorsmay from time to time determine. No such payment shall preclude any directorfrom serving the corporation or any of its parent or subsidiary corporations inany other capacity and receiving compensation for such service.

    ***2.15 Nomination ofDirector Candidates****.*Subject to the rights of holders of any class or series of Preferred Stock thenoutstanding, nominations for the election of Directors may be made by(i) the Board of Directors or a duly authorized committee thereof or(ii) any stockholder entitled to vote in the election of Directors.

     ***2.16 Nomination ofDirector Candidates****.*

     (a) Subject to the rights of holders of any class or series of PreferredStock then outstanding, nominations for the election of Directors at an annualmeeting may be made by (i) the Board of Directors or a duly authorizedcommittee thereof or (ii) any stockholder entitled to vote in the electionof Directors generally who complies with the procedures set forth in this Bylawand who is a stockholder of record at the time notice is delivered to theSecretary of the corporation. Any stockholder entitled to vote in the electionof Directors generally may nominate one or more persons for election asDirectors at an annual meeting only if timely notice of such stockholder’sintent to make such nomination or nominations has been given in writing to theSecretary of the corporation and if the stockholder, or the beneficial owner onwhose behalf any such nomination is made, has provided the corporation with aSolicitation Notice, as that term is defined in subclause (vii) of thisparagraph, such stockholder or beneficial owner must have delivered a proxystatement and form of proxy to holders of a percentage of the corporation’svoting shares reasonably believed by such stockholder or beneficial holder tobe sufficient to elect the nominee or nominees proposed to be nominated by suchstockholder, and must have included in such materials the Solicitation Notice,and if no Solicitation Notice relating thereto has been timely provided pursuantto this section, the stockholder or beneficial owner proposing such nominationmust not have solicited a number of proxies sufficient to have required thedelivery of such a Solicitation Notice under this section. To be timely, astockholder nomination for a director to be elected at an annual meeting shallbe received at the corporation’s principal executive offices not less than120 calendar days in advance of the first anniversary of the date that thecorporation’s (or the corporation’s predecessor’s) proxy statement was releasedto stockholders in connection with the previous year’s annual meeting ofstockholders, except that if no annual meeting was held in the previous year orthe date of the annual meeting has been advanced by more than 30 calendar daysfrom the date contemplated at the time of the previous year’s proxy statement,notice by the stockholders to be timely must be received not later than theclose of business on the tenth day following the day on which publicannouncement of the date of such meeting is first made. Each such notice shallset forth: (i) the name and address of the stockholder who intends to makethe nomination, of the beneficial owner, if any, on whose behalf the nominationis being made and of the person or persons to be nominated; (ii) arepresentation that the stockholder is a holder of record of stock of thecorporation entitled to vote for the election of Directors on the date of suchnotice and intends to appear in person or by proxy at the meeting to nominatethe person or persons specified in the notice; (iii) a description of allarrangements or understandings between the stockholder or such beneficial ownerand each nominee and any other person or persons (naming such person orpersons) pursuant to which the nomination or nominations are to be made by thestockholder; (iv) such other information regarding each nominee proposedby such stockholder as would be required to be included in a proxy statementfiled pursuant to the proxy rules of the Securities and Exchange Commission,had the nominee been 

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nominated,or intended to be nominated, by the Board of Directors; (v) the consent ofeach nominee to serve as a director of the corporation if so elected;(vi) the class and number of shares of the corporation that are ownedbeneficially and of record by such stockholder and such beneficial owner; and(vii) whether such stockholder or beneficial owner intends to deliver aproxy statement and form of proxy to holders of a sufficient number of holdersof the corporation’s voting shares to elect such nominee or nominees (anaffirmative statement of such intent being referred to in thisSection 2.15 as a “Solicitation Notice”). In no event shall the publicannouncement of an adjournment or postponement of an annual meeting commence anew time period (or extend any time period) for the giving of a stockholder’snotice as described above. Notwithstanding the third sentence of thisSection 2.15(a), in the event that the number of Directors to be electedat an annual meeting is increased and there is no public announcement by thecorporation naming the nominees for the additional directorships at least130 days prior to the first anniversary of the date that the corporation’s(or its predecessor’s) proxy statement was released to stockholders inconnection with the previous year’s annual meeting, a stockholder’s noticerequired by this Section 2.15(a) shall also be considered timely, but onlywith respect to nominees for the additional directorships, if it shall bedelivered to the Secretary at the principal executive offices of thecorporation not later than the close of business on the 10th day following theday on which such public announcement is first made by the corporation.

     (b) Nominations of persons for election to the Board of Directors may bemade at a special meeting of stockholders at which directors are to be electedpursuant to the corporation’s notice of meeting by (i) or at the directionof the Board of Directors or a committee thereof or (ii) any stockholderof the corporation who is entitled to vote at the meeting, who complies withthe notice procedures set forth in this Bylaw and who is a stockholder ofrecord at the time such notice is delivered to the Secretary of thecorporation. In the event the corporation calls a special meeting ofstockholders for the purpose of electing one or more directors to the Board ofDirectors, any such stockholder may nominate a person or persons (as the casemay be), for election to such position(s) as are specified in the corporation’snotice of meeting, if the stockholder’s notice as required by paragraph(a) of this Bylaw shall be delivered to the Secretary at the principalexecutive offices of the corporation not earlier than the 90th day prior tosuch special meeting and not later than the close of business on the later ofthe 70th day prior to such special meeting or the 10th day following the day onwhich public announcement is first made of the date of the special meeting andof the nominees proposed by the Board of Directors to be elected at suchmeeting. In no event shall the public announcement of an adjournment orpostponement of a special meeting commence a new time period (or extend anytime period) for the giving of a stockholder’s notice as described above.

     (c) For purposes of these Bylaws, “public announcement” shall meandisclosure in a press release reported by the Dow Jones News Service,Associated Press or comparable national news service or in a document publiclyfiled by the corporation with the Securities and Exchange Commission pursuantto Section 13, 14 or 15(d) of the Exchange Act.

     (d) Notwithstanding the foregoing provisions of this Bylaw, a stockholdershall also comply with all applicable requirements of the Exchange Act and therules and regulations thereunder with respect to the matters set forth in thisBylaw. Nothing in this Bylaw shall be deemed to affect any rights ofstockholders to request inclusion of proposals in the Corporation’s proxystatement pursuant to Rule 14a-8 under the Exchange Act.

     (e) Only persons nominated in accordance with the procedures set forth inthis Section 2.15 shall be eligible to serve as directors. Except asotherwise provided by law, the chairman of the meeting shall have the power andduty (a) to determine whether a nomination was made in accordance with theprocedures set forth in this Section 2.15 and (b) if any proposednomination was not made in compliance with this Section 2.15, to declarethat such nomination shall be disregarded.

     (f) If the chairman of the meeting for the election of Directorsdetermines that a nomination of any candidate for election as a Director atsuch meeting was not made in accordance with the applicable provisions of thisSection 2.15, such nomination shall be void; provided, however, thatnothing in this Section 2.15 shall be deemed to limit any voting rightsupon the occurrence of dividend arrearages provided to holders of PreferredStock pursuant to the Preferred Stock designation for any series of PreferredStock.

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**ARTICLE III OFFICERS**

     ***3.1 Enumeration****.* The officers of the corporation shallconsist of a Chief Executive Officer, a President, a Secretary, a Treasurer, aChief Financial Officer and such other officers with such other titles as theBoard of Directors shall determine, including, at the discretion of the Boardof Directors, a Chairman of the Board and one or more Vice Presidents andAssistant Secretaries. The Board of Directors may appoint such other officersas it may deem appropriate.

     ***3.2 Election****.* Officers shall be elected annually bythe Board of Directors at its first meeting following the annual meeting ofstockholders. Officers may be appointed by the Board of Directors at any othermeeting.

     ***3.3 Qualification****.* No officer need be a stockholder. Anytwo or more offices may be held by the same person.

     ***3.4 Tenure****.* Except as otherwise provided by law, bythe Certificate of Incorporation or by these Bylaws, each officer shall holdoffice until his successor is elected and qualified, unless a different term isspecified in the vote appointing him, or until his earlier death, resignationor removal.

     ***3.5 Resignation andRemoval****.* Anyofficer may resign by delivering his written resignation to the corporation atits principal office or to the President or Secretary. Such resignation shallbe effective upon receipt unless it is specified to be effective at some othertime or upon the happening of some other event. Any officer elected by theBoard of Directors may be removed at any time, with or without cause, by theBoard of Directors.

     ***3.6 Chairman of theBoard****.* The Boardof Directors may appoint a Chairman of the Board. If the Board of Directorsappoints a Chairman of the Board, he shall perform such duties and possess suchpowers as are assigned to him by the Board of Directors. Unless otherwiseprovided by the Board of Directors, he shall preside at all meetings of theBoard of Directors.

     ***3.7 Chief ExecutiveOfficer****.* The ChiefExecutive Officer of the corporation shall, subject to the direction of theBoard of Directors, have general supervision, direction and control of thebusiness and the officers of the corporation. He shall preside at all meetingsof the stockholders and, in the absence or nonexistence of a Chairman of theBoard, at all meetings of the Board of Directors. He shall have the generalpowers and duties of management usually vested in the chief executive officerof a corporation, including general supervision, direction and control of thebusiness and supervision of other officers of the corporation, and shall havesuch other powers and duties as may be prescribed by the Board of Directors orthese Bylaws.

     ***3.8 President****.* Subject to the direction of the Board ofDirectors and such supervisory powers as may be given by these Bylaws or theBoard of Directors to the Chairman of the Board or the Chief Executive Officer,if such titles be held by other officers, the President shall have generalsupervision, direction and control of the business and supervision of otherofficers of the corporation. Unless otherwise designated by the Board ofDirectors, the President shall be the Chief Executive Officer of thecorporation. The President shall have such other powers and duties as may beprescribed by the Board of Directors or these Bylaws. He or she shall havepower to sign stock certificates, contracts and other instruments of thecorporation which are authorized and shall have general supervision anddirection of all of the other officers, employees and agents of thecorporation, other than the Chairman of the Board and the Chief ExecutiveOfficer.

     ***3.9 Vice Presidents****.* Any Vice President shall perform suchduties and possess such powers as the Board of Directors or the President mayfrom time to time prescribe. In the event of the absence, inability or refusalto act of the President, the Vice President (or if there shall be more thanone, the Vice Presidents in the order determined by the Board of Directors)shall perform the duties of the President and when so performing shall have atthe powers of and be subject to all the restrictions upon the President. TheBoard of Directors may assign to any Vice President the title of Executive VicePresident, Senior Vice President or any other title selected by the Board ofDirectors.

     ***3.10 Secretary andAssistant Secretaries****.*The Secretary shall perform such duties and shall have such powers as the Boardof Directors or the President may from time to time prescribe. In addition, theSecretary shall perform such duties and have such powers as are incident to theoffice of the Secretary, including, without limitation, the duty and power togive notices of all meetings of stockholders and special meetings of the Boardof Directors, to 

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keep arecord of the proceedings of all meetings of stockholders and the Board ofDirectors, to maintain a stock ledger and prepare lists of stockholders andtheir addresses as required, to be custodian of corporate records and thecorporate seal and to affix and attest to the same on documents.

     Any Assistant Secretary shall perform such duties and possess such powers asthe Board of Directors, the Chief Executive Officer, the President or theSecretary may from time to time prescribe. In the event of the absence, inabilityor refusal to act of the Secretary, the Assistant Secretary (or if there shallbe more than one, the Assistant Secretaries in the order determined by theBoard of Directors) shall perform the duties and exercise the powers of theSecretary.

     In the absence of the Secretary or any Assistant Secretary at any meeting ofstockholders or directors, the person presiding at the meeting shall designatea temporary secretary to keep a record of the meeting.

      ***3.11 Treasurer****.* The Treasurer shall perform such dutiesand have such powers as are incident to the office of treasurer, includingwithout limitation, the duty and power to keep and be responsible for all fundsand securities of the corporation, to maintain the financial records of thecorporation, to deposit funds of the corporation in depositories as authorized,to disburse such funds as authorized, to make proper accounts of such funds,and to render as required by the Board of Directors accounts of all suchtransactions and of the financial condition of the corporation.

     ***3.12 ChiefFinancial Officer****.*The Chief Financial Officer shall perform such duties and shall have suchpowers as may from time to time be assigned to him by the Board of Directors,the Chief Executive Officer or the President. Unless otherwise designated bythe Board of Directors, the Chief Financial Officer shall be the Treasurer ofthe corporation.

     ***3.13 Salaries****.* Officers of the corporation shall beentitled to such salaries, compensation or reimbursement as shall be fixed orallowed from time to time by the Board of Directors.

***     3.14 Delegation of Authority****.* The Board of Directors may from time totime delegate the powers or duties of any officer to any other officers oragents, notwithstanding any provision hereof.

**ARTICLE IV CAPITAL STOCK**

     ***4.1 Issuance ofStock****.* Subject tothe provisions of the Certificate of Incorporation, the whole or any part ofany unissued balance of the authorized capital stock of the corporation or thewhole or any part of any unissued balance of the authorized capital stock ofthe corporation held in its treasury may be issued, sold, transferred orotherwise disposed of by vote of the Board of Directors in such manner, forsuch consideration and on such terms as the Board of Directors may determine.

     ***4.2 Certificates ofStock****.* Everyholder of stock of the corporation shall be entitled to have a certificate, insuch form as may be prescribed by law and by the Board of Directors, certifyingthe number and class of shares owned by him in the corporation. Each suchcertificate shall be signed by, or in the name of the corporation by, theChairman or Vice Chairman, if any, of the Board of Directors, or the Presidentor a Vice President, and the Treasurer or an Assistant Treasurer, or the Secretaryor an Assistant Secretary of the corporation. Any or all of the signatures onthe certificate may be a facsimile.

     Each certificate for shares of stock which are subject to any restriction ontransfer pursuant to the Certificate of Incorporation, the Bylaws, applicablesecurities laws or any agreement among any number of stockholders or among suchholders and the corporation shall have conspicuously noted on the face or backof the certificate either the full text of the restriction or a statement ofthe existence of such restriction.

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     ***4.3 Transfers****.* Except as otherwise established by rulesand regulations adopted by the Board of Directors, and subject to applicablelaw, shares of stock may be transferred on the books of the corporation by thesurrender to the corporation or its transfer agent of the certificaterepresenting such shares properly endorsed or accompanied by a writtenassignment or power of attorney properly executed, and with such proof ofauthority or authenticity of signature as the corporation or its transfer agentmay reasonably require. Except as may be otherwise required by law, theCertificate of Incorporation or the Bylaws, the corporation shall be entitledto treat the record holder of stock as shown on its books as the owner of suchstock for all purposes, including the payment of dividends and the right tovote with respect to such stock, regardless of any transfer, pledge or otherdisposition of such stock until the shares have been transferred on the booksof the corporation in accordance with the requirements of these Bylaws.

     ***4.4 Lost, Stolen orDestroyed Certificates****.*The corporation may issue a new certificate of stock in place of any previouslyissued certificate alleged to have been lost, stolen, or destroyed, upon suchterms and conditions as the Board of Directors may prescribe, including thepresentation of reasonable evidence of such loss, theft or destruction and thegiving of such indemnity as the Board of Directors may require for theprotection of the corporation or any transfer agent or registrar.

     ***4.5 Record Date****.* The Board of Directors may fix inadvance a record date for the determination of the stockholders entitled tonotice of or to vote at any meeting of stockholders or to express consent tocorporate action in writing without a meeting, or entitled to receive paymentof any dividend or other distribution or allotment of any rights in respect ofany change, concession or exchange of stock, or for the purpose of any otherlawful action. Such record date shall not precede the date on which theresolution fixing the record date is adopted and shall not be more than 60 norless than 10 days before the date of such meeting, nor more than60 days prior to any other action to which such record date relates.

     If no record date is fixed by the Board of Directors, the record date fordetermining stockholders entitled to notice of or to vote at a meeting ofstockholders shall be at the close of business on the day before the day onwhich notice is given, or, if notice is waived, at the close of business on theday before the day on which the meeting is held. If no record date is fixed bythe Board of Directors, the record date for determining stockholders entitledto express consent to corporate action in writing without a meeting when noprior action by the Board of Directors is necessary shall be the day on whichthe first written consent is expressed. The record date for determiningstockholders for any other purpose shall be at the close of business on the dayon which the Board of Directors adopts the resolution relating to such purpose.

     A determination of stockholders of record entitled to notice of or to vote at ameeting of stockholders shall apply to any adjournment of the meeting; provided,however, that the Board of Directors may fix a new record date for theadjourned meeting.

**ARTICLE V GENERAL PROVISIONS**

     ***5.1 Fiscal Year****.* The fiscal year of the corporation shallbe as fixed by the Board of Directors.

     ***5.2 Corporate Seal****.* The corporate seal shall be in such formas shall be approved by the Board of Directors.

     ***5.3 Waiver ofNotice****.* Wheneverany notice whatsoever is required to be given by law, by the Certificate ofIncorporation or by these Bylaws, a waiver of such notice either in writingsigned by the person entitled to such notice or such person’s duly authorizedattorney, or by electronic transmission or any other method permitted under theDelaware General Corporation Law, whether before, at or after the time statedin such waiver, or the appearance of such person or persons at such meeting inperson or by proxy, shall be deemed equivalent to such notice. Neither thebusiness nor the purpose of any meeting need be specified in such a waiver.Attendance at any meeting shall constitute waiver of notice except attendancefor the sole purpose of objecting to the timeliness of notice.

     ***5.4 Actions withRespect to Securities of Other Corporations****.* Except as the Board of Directors mayotherwise designate, the Chief Executive Officer or President or any officer ofthe corporation authorized by the Chief 

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ExecutiveOfficer or President shall have the power to vote and otherwise act on behalfof the corporation, in person or proxy, and may waive notice of, and act as, orappoint any person or persons to act as, proxy or attorney-in-fact to thiscorporation (with or without power of substitution) at any meeting ofstockholders or stockholders (or with respect to any action of stockholders) ofany other corporation or organization, the securities of which may be held bythis corporation and otherwise to exercise any and all rights and powers whichthis corporation may possess by reason of this corporation’s ownership ofsecurities in such other corporation or other organization.

     ***5.5 Evidence ofAuthority****.* Acertificate by the Secretary, or an Assistant Secretary, or a temporarySecretary, as to any action taken by the stockholders, directors, a committeeor any officer or representative of the corporation shall as to all persons whorely on the certificate in good faith be conclusive evidence of such action.

     ***5.6 Certificate ofIncorporation****.* Allreferences in these Bylaws to the Certificate of Incorporation shall be deemedto refer to the Certificate of Incorporation of the corporation, as amended andin effect from time to time.

     ***5.7 Severability****.* Any determination that any provision ofthese Bylaws is for any reason inapplicable, illegal or ineffective shall notaffect or invalidate any other provision of these Bylaws.

     ***5.8 Pronouns****.* All pronouns used in these Bylaws shallbe deemed to refer to the masculine, feminine or neuter, singular or plural, asthe identity of the person or persons may require.

     ***5.9 Notices****.* Except as otherwise specifically providedherein or required by law, all notices required to be given to any stockholder,director, officer, employee or agent shall be in writing and may in everyinstance be effectively given by hand delivery to the recipient thereof, bydepositing such notice in the mails, postage paid, or by sending such notice bycommercial courier service, or by facsimile or other electronic transmission,provided that notice to stockholders by electronic transmission shall be givenin the manner provided in Section 232 of the Delaware General CorporationLaw. Any such notice shall be addressed to such stockholder, director, officer,employee or agent at his or her last known address as the same appears on thebooks of the corporation. The time when such notice shall be deemed to be givenshall be the time such notice is received by such stockholder, director,officer, employee or agent, or by any person accepting such notice on behalf ofsuch person, if delivered by hand, facsimile, other electronic transmission orcommercial courier service, or the time such notice is dispatched, if deliveredthrough the mails. Without limiting the manner by which notice otherwise may begiven effectively, notice to any stockholder shall be deemed given: (1) ifby facsimile, when directed to a number at which the stockholder has consentedto receive notice; (2) if by electronic mail, when directed to anelectronic mail address at which the stockholder has consented to receivenotice; (2) if by a posting on an electronic network together withseparate notice to the stockholder of such specific posting, upon the later of(A) such posting and (B) the giving of such separate notice;(4) if by any other form of electronic transmission, when directed to thestockholder; and (5) if by mail, when deposited in the mail, postageprepaid, directed to the stockholder at such stockholder’s address as itappears on the records of the corporation.

     ***5.10 Reliance UponBooks, Reports and Records****.*Each director, each member of any committee designated by the Board ofDirectors, and each officer of the corporation shall, in the performance of hisduties, be fully protected in relying in good faith upon the books of accountor other records of the corporation as provided by law, including reports madeto the corporation by any of its officers, by an independent certified publicaccountant, or by an appraiser selected with reasonable care.

     ***5.11 Time Periods****.* In applying any provision of theseBylaws which require that an act be done or not done a specified number of daysprior to an event or that an act be done during a period of a specified numberof days prior to an event, calendar days shall be used, the day of the doing ofthe act shall be excluded, and the day of the event shall be included.

     ***5.12 FacsimileSignatures****.* Inaddition to the provisions for use of facsimile signatures elsewherespecifically authorized in these Bylaws, facsimile signatures of any officer orofficers of the corporation may be used whenever and as authorized by the Boardof Directors or a committee thereof.

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     ***5.13 Annual Report****.* For so long as the corporation has fewerthan 100 holders of record of its shares, the mandatory requirement of anannual report under Section 1501 of the California Corporations Code is herebyexpressly waived.

**ARTICLE VI AMENDMENTS**

     ***6.1 By the Board ofDirectors****.* Exceptas is otherwise set forth in these Bylaws, these Bylaws may be altered, amendedor repealed or new Bylaws may be adopted by the affirmative vote of a majorityof the directors present at any regular or special meeting of the Board ofDirectors at which a quorum is present.

     ***6.2 By theStockholders****.*Notwithstanding any other provision of these Bylaws or any provision of lawwhich might permit a lesser vote or no vote, but in addition to any affirmativevote of the holders of any particular class or series of the capital stock ofthe corporation required by law, these Bylaws or with respect to any preferredstock, the affirmative vote of the holders of at least 662/3 % of the voting power of all of the shares of capital stock ofthe corporation issued and outstanding and entitled to vote generally in anyelection of directors, voting together as a single class, shall be required toadopt, amend or repeal any provision of these Bylaws. Such vote may be held atany annual meeting of stockholders, or at any special meeting of stockholdersprovided that notice of such alteration, amendment, repeal or adoption of newBylaws shall have been stated in the notice of such special meeting.

**ARTICLE VII INDEMNIFICATION OF DIRECTORS AND OFFICERS**

     ***7.1 Right toIndemnification****.*Each person who was or is made a party or is threatened to be made a party toor is involved in any action, suit or proceeding, whether civil, criminal,administrative or investigative (“proceeding”), by reason of the fact that heor she or a person of whom he or she is the legal representative, is or was adirector or officer of the corporation or is or was serving at the request ofthe corporation as a director or officer of another corporation, or as acontrolling person of a partnership, joint venture, trust or other enterprise,including service with respect to employee benefit plans, whether the basis ofsuch proceeding is alleged action in an official capacity as a director orofficer, or in any other capacity while serving as a director or officer, shallbe indemnified and held harmless by the corporation to the fullest extentauthorized by the Delaware General Corporation Law, as the same exists or mayhereafter be amended (but, in the case of any such amendment, only to theextent that such amendment permits the corporation to provide broaderindemnification rights than said Law permitted the corporation to provide priorto such amendment) against all expenses, liability and loss reasonably incurredor suffered by such person in connection therewith and such indemnificationshall continue as to a person who has ceased to be a director or officer andshall inure to the benefit of his or her heirs, executors and administrators; provided,however, that except as provided in Section 7.2 of thisArticle VII, the corporation shall indemnify any such person seekingindemnity in connection with a proceeding (or part thereof) initiated by suchperson only if (a) such indemnification is expressly required to be madeby law, (b) the proceeding (or part thereof) was authorized by the Boardof Directors of the corporation, (c) such indemnification is provided bythe corporation, in its sole discretion, pursuant to the powers vested in thecorporation under the Delaware General Corporation Law, or (d) theproceeding (or part thereof) is brought to establish or enforce a right toindemnification or advancement under an indemnity agreement or any otherstatute or law or otherwise as required under Section 145 of the DelawareGeneral Corporation Law. The rights hereunder shall be contract rights andshall include the right to be paid expenses incurred in defending any suchproceeding in advance of its final disposition; provided, however,that the payment of such expenses incurred by a director or officer of thecorporation in his or her capacity as a director or officer (and not in anyother capacity in which service was or is tendered by such person while adirector or officer, including, without limitation, service to an employeebenefit plan) in advance of the final disposition of such proceeding shall bemade only upon delivery to the corporation of an undertaking, by or on behalfof such director or officer, to repay all amounts so advanced if it should bedetermined ultimately by final judicial decision from which there is no furtherright to appeal that such director or officer is not entitled to be indemnifiedunder this Section or otherwise.

     ***7.2 Right of Claimantto Bring Suit****.* Ifa claim under Section 7.1 is not paid in full by the corporation within60 days after a written claim has been received by the corporation, or20 days in the case of a claim for advancement of expenses, the claimantmay at any time thereafter bring suit against the corporation to recover theunpaid amount 

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of theclaim and, if such suit is not frivolous or brought in bad faith, the claimantshall be entitled to be paid also the expense of prosecuting such claim. Itshall be a defense to any such action (other than an action brought to enforcea claim for expenses incurred in defending any proceeding in advance of itsfinal disposition where the required undertaking, if any, has been tendered tothis corporation) that the claimant has not met the standards of conduct whichmake it permissible under the Delaware General Corporation Law for thecorporation to indemnify the claimant for the amount claimed. Neither thefailure of the corporation (including its Board of Directors, independent legalcounsel, or its stockholders) to have made a determination prior to thecommencement of such action that indemnification of the claimant is proper inthe circumstances because he or she has met the applicable standard of conductset forth in the Delaware General Corporation Law, nor an actual determinationby the corporation (including its Board of Directors, independent legal counselor its stockholders) that the claimant has not met such applicable standard ofconduct, shall be a defense to the action or create a presumption that claimanthas not met the applicable standard of conduct. In any suit brought by thecorporation to recover an advancement of expenses pursuant to the terms of anundertaking, the corporation shall be entitled to recover such expenses upon afinal judicial decision from which there is no further right to appeal that theindemnitee has not met any applicable standard for indemnification set forth inthe Delaware General Corporation Law. In any suit brought by the indemnitee toenforce a right to indemnification or to an advancement of expenses hereunder,or brought by the corporation to recover an advancement of expenses pursuant tothe terms of an undertaking, the burden of proving that the indemnitee is notentitled to be indemnified, or to such advancement of expenses, shall be on thecorporation.

     ***7.3 Indemnificationof Employees and Agents****.*The corporation may, to the extent authorized from time to time by the Board ofDirectors, grant rights to indemnification, and to the advancement of relatedexpenses, to any employee or agent of the corporation to the fullest extent ofthe provisions of this Article with respect to the indemnification of andadvancement of expenses to directors and officers of the corporation.

     ***7.4 Non-Exclusivityof Rights****.* Therights conferred on any person in this Article VII shall not be exclusiveof any other right which such persons may have or hereafter acquire under anystatute, provision of the Certificate of Incorporation, bylaw, agreement, voteof stockholders or disinterested directors or otherwise.

     ***7.5 IndemnificationContracts****.* TheBoard of Directors is authorized to enter into a contract with any director,officer, employee or agent of the corporation, or any person serving at therequest of the corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise, includingemployee benefit plans, providing for indemnification rights equivalent to or,if the Board of Directors so determines, greater than, those provided for inthis Article VII.

     ***7.6 Insurance****.* The corporation may maintain insuranceto the extent reasonably available, at its expense, to protect itself and anysuch director, officer, employee or agent of the corporation or anothercorporation, partnership, joint venture, trust or other enterprise against anysuch expense, liability or loss, whether or not the corporation would have thepower to indemnify such person against such expense, liability or loss underthe Delaware General Corporation Law.

     ***7.7 Effect ofAmendment****.* Anyamendment, repeal or modification of any provision of this Article VIIshall not adversely affect any right or protection of an indemnitee or hissuccessor existing at the time of such amendment, repeal or modification.

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