UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB



[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2007
Or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

Commission file number: 333-127755


ASIA AUTOMOTIVE ACQUISITION CORPORATION


Delaware            20 -3022522

(State or other     (I.R.S. Employer
jurisdiction of     Identification No.)
incorporation or
organization)


199 Pierce Street, Suite 202 Birmingham, Michigan
(Address of principal executive offices)

48009
(Zip Code)

(248) 593-8330
Registrant's telephone number, including area code


Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months, and
(2) has been subject to such filing requirements for the
past 90 days. Yes [X]     No

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See
definition of "accelerated filer and large accelerated filer" in
Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer  Accelerated filer Non-accelerated filer[X]

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes  No

As of October 22, 2007, 6,031,250 shares of the registrant's common
stock, par value $0.001 per share, were outstanding excluding.

Explanatory Note

This Quarterly Report on Form 10-QSB/A is being filed as Amendment
No. 1 to Form 10-QSB for the quarter ended September 30, 2007, originally
filed November 14,2007. The original filing inadvertently omitted the
Company's amended By-Laws. The entire Form 10-QSB has been refiled for
ease of reference.


ASIA AUTOMOTIVE ACQUSITION CORPORATION
Table of Contents

PART I-FINANCIAL INFORMATION

Item 1.      Condensed Financial Statements
                 Condensed Balance Sheet
                 Condensed Statements of Operations
                 Condensed Statements of Cash Flows
                 Notes to Condensed Financial Statements
Item 2       Management 's Discussion and Analysis of Financial Condition
             and Results of Operations
Item 3.      Quantitative and Qualitative Disclosures about Market Risk
Item 4.      Controls and Procedures


PART II-OTHER INFORMATION


Item 1.     Legal Proceedings
Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.     Defaults Upon Senior Securities
Item 4.     Submission of Matters to a Vote of Security Holders
Item 5.     Other Information
Item 6.     Exhibits

SIGNATURES



Item 1. Financial Statements.

<TABLE>
Asia Automotive Acquisition Corporation
(a corporation in the development stage)
CONDENSED BALANCE SHEET
<CAPTION>
                                        September 30, 2007
                                        (unaudited)

                                        --------------

                                     <C>
ASSETS
Current assets
Cash and cash equivalents                       60,386

Other assets
Deferred income taxes                          358,377
Cash held in trust account                  39,192,048
                                        --------------
Total assets                                39,610,811
                                        --------------
LIABILITIES AND STOCKHOLDERS'
EQUITY

Current liabilities
Accrued expenses                               383,040
Warrant liability                            9,599,144
Deferred underwriter's fee                     966,121
                                        --------------
Total current liabilities                   10,948,305
                                        --------------
Common stock, subject to possible
redemption, 1,005,746 shares at
redemption value plus interest
income(net of taxes) of
$348,967                                     7,828,825

STOCKHOLDERS' EQUITY

Preferred stock, $.001 par
value, authorized 1,000,000
shares; none issued and
outstanding

Common stock, $.001 par                          6,380
value, authorized 39,000,000
shares; issued and outstanding
6,380,250 shares (of which
1,005,746 shares subject to
possible redemption)

Additional paid-in capital                   22,327,433

Deficit accumulated during the              (1,500,132)
development stage

Total stockholders' equity                   20,833,681
                                         --------------
Total liabilities and                        39,610,811
stockholders' equity                     --------------

</TABLE>

The accompanying notes are an intergral part of these
condensed consolidated financial statements.


<TABLE>
Asia Automotive Acquisition Corporation
(a corporation in the development stage)
CONDENSED STATEMENTS OF OPERATIONS


<CAPTION>
                   Three months            Nine months              June 20, 2005
                   ended September 30      ended September 30       (date ofinception)
                   2007         2006        2007        2006         to September 30, 2007
                  (unaudited)  (unaudited) (unaudited) (unaudited)  (unaudited)
                   $            $           $           $            $
                   ----------- ----------- ----------- -----------  -----------------
<S>                <C>         <C>         <C>         <C>          <C>

Interest              504,254     476,560    1,376,821     821,991         2,685,704
income, net

Gain (loss) on      2,258,883  (2,088,434)   1,567,419  (2,364,497)       (2,216,331)
warrant
Liability

Formation and         (87,682)   (303,242)    (589,632)   (407,153)       (1,061,825)
operating costs     __________  ___________ ___________ ___________  ________________

Gain (Loss)
before taxes        2,675,455  (1,915,116)   2,354,608  (1,949,659)         (592,452)

Income taxes          (90,410)    (23,124)    (100,604)   (144,025)         (558,713)
                    __________  ___________ ___________ ___________  ________________
Net gain (loss)     2,585,045  (1,938,240)   2,254,004  (2,093,684)       (1,151,165)

Interest
income
attributable
to common stock
subject to
possible
conversion
(net of
taxes)                 65,520       61,946     178,897      106,848          348,967

Net gain (loss)
allocable to
common
stockholders
not subject
to possible
conversion
(net of
taxes)               2,519,525  (2,000,186)   2,075,107 (2,200,532)       (1,500,132)

Weighted
average shares
outstanding
(basic and diluted)  6,380,250   6,380,250    6,380,250  4,401,045         4,554,003

Weighted average
shares outstanding
(diluted)            8,115,444   6,380,250    8,110,518  4,401,045         4,554,003
                     __________ ___________  ___________ ____________  ______________
Net gain (loss) per
share (basic)            .41       (.30)         .35        (.48)             (.25)

Net gain (loss) per
share (diluted)          .32       (.30)         .28        (.48)             (.25)

</TABLE>

The accompanying notes are an integral part of these
condensed consolidate financial statements.



<TABLE>
Asia Automotive Acquisition Corporation
(a corporation in the development stage)

CONDENSED STATEMENTS OF CASH FLOWS
<CAPTION>
                             Nine Months       Nine Months      June 20, 2005
                             Ended             Ended            (Date of Inception)
                             September 30,     September 30,    September 30,
                             2007              2006             2007
                             (unaudited)      (unaudited)      (unaudited)
                              $                $                $
                             -------------    --------------   -------------------
<S>                          <C>              <C>              <C>

Cash flows from
operating activities:

Net gain (loss)                2,254,004          (2,093,684)       (1,151,165)

Changes in operating
assets and liabilities:

Deferred tax benefit            (358,377)              -              (358,377)

Warrant liability             (1,567,419)          2,364,497         2,216,331

Income taxes                    (458,109)            144,025             -
Payable

Accrued expenses                 271,290            (185,119)          383,040
                              ____________      ______________  __________________

Net cash provided                141,389             229,719         1,089,829
by activities                 ____________      ______________  __________________

Net cash used in
investing activities:

Cash held in                    (465,165)        (38,241,322)      (39,192,048)
trust account                 ____________     _______________  __________________

Cash flows from
financing activities:

Proceeds from                       -                  20,250           45,250
note payable

Proceeds from
issuance of common                   -                   -              25,000
stock to existing
stockholders'

Proceeds from sale                   -                   100               100
of option to the
Underwriter

Gross proceeds of                    -            40,250,000	    40,250,000
public offering

Repayment of notes                   -               (45,250)          (45,250)
payable to
Stockholders

Payments of                          -            (1,749,143)       (2,112,495)
deferred offering
costs                         _____________     ________________  _________________

Net cash provided                    -            38,475,957        38,162,605
by financing
Activities                    _____________     ________________  _________________

Net increase                     (323,776)           464,354            60,386
(decrease)
in cash and cash
Equivalents

Cash and cash                     384,162             14,743             -
equivalents,
beginning of
Period

Cash and cash                      60,386            479,097            60,386
equivalents,
end of period                  _____________    ________________  _______________

Supplemental
disclosure of
non-cash financing
activity:

Deferred                                            1,207,500         1,207,500
underwriter's
fees                          ______________     _______________  _______________

Supplemental cash
flow disclosure:

Cash paid for taxes                907,000              -              907,000

</TABLE>

The accompanying notes are an intergral part of these
condensed consolidated financial statements.



1. BASIS OF PRESENTATION

The accompanying unaudited condensed financial
statements have been prepared by the Company and reflect
all adjustments, consisting only of normal recurring
adjustments, which are, in the opinion of management,
necessary for a fair presentation of the financial position
as of September 30, 2007 and the financial results for the three
and nine months ended September 30, 2007 and 2006 and the period
June 20, 2005 (date of inception) to September 30, 2007, in
accordance with accounting principles generally accepted in
the United States of America for interim financial
statements and pursuant to Form 10-QSB and Securities and
Exchange ("SEC") Regulation SB.

Certain financial information and footnote disclosure
normally included in financial statements prepared in
accordance with accounting principles generally accepted
in the United States of America have been condensed or
omitted pursuant to such rules and regulations. The results
of operations for the three and nine months ended September
30, 2007 are not necessarily indicative of the results of
operations to be expected for a full fiscal year. These
interim condensed financial statements should be read in
conjunction with the financial statements for the fiscal
year end December 31, 2006, which are included in the
Company's annual  report on form 10-KSB as filed with
the SEC.


2. ORGANIZATION AND BUSINESS OPERATIONS

Asia Automotive Acquisition Corporation (the "Company") was
incorporated in Delaware on June 20, 2005 as a blank check
company formed to acquire, through merger, capital stock
exchange, asset acquisition or other similar business
combination, a business in the automotive supplier industry.
The Company has neither engaged in any operations nor
generated revenues to date. The Company is considered
to be in the development stage as defined in Statement of
Financial Accounting Standards ("SFAS") No. 7, "Accounting
and Reporting by Development Stage Enterprises," and is
subject to the risks associated with activities of
development stage companies. The Company has elected
December 31st as its fiscal year end.

The registration statement for the Company's initial
public offering (the "Public Offering") was declared
effective on April 11, 2006. The Company consummated the
Public Offering on April 18, 2006 and received net proceeds
of approximately $ 37,171,000. The Company's management has
broad discretion with respect to the specific application
of the net proceeds of the Public Offering (the "Offering")
(as described in Note 4), although substantially all of the
net proceeds of the Offering are intended to be generally
applied toward consummating a business combination with a
target company. As used herein, a "target business" shall
include an operating business in the security industry and
a "business combination" shall mean the acquisition by the
Company of a target business.

Of the proceeds of the Offering, $37,418,000 (plus
interest income) is being held in a trust account ("Trust
Account") and invested until the earlier of (i) the
consummation of the first business combination or (ii) the
distribution of the Trust Account as described below. The
amount in the Trust Account includes $1,207,500 of
contingent underwriting compensation, which will be paid to
the underwriters if a business combination is consummated,
but which will be forfeited in part if public stockholders
elect to have their shares redeemed for cash if a business
combination is not consummated. Deferred underwriter's fee
is reflected on the balance sheet at  $966,121, an
additional $241,379 is included in common stock, subject to
possible conversion, for a total of $1,207,500.  The
remaining proceeds may be used to pay for business, legal
and accounting due diligence on prospective acquisitions
and continuing general and administrative expenses.

2. ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

The Company, after signing a definitive agreement
for the acquisition of a target business, will submit such
transaction for stockholder approval. In the event that
public stockholders owning a majority of the outstanding
stock sold in the Offerings vote against the business
combination and elect to have the Company redeem their
shares for cash, including all of the officers and
directors of the Company ("Initial Stockholders"), have
agreed to vote their 1,349,000 founding shares of common
stock in accordance with the vote of the majority in
interest of all other stockholders of the Company with
respect to any business combination and to vote any shares
they acquire in the aftermarket in favor of the business
combination. After consummation of the Company's first
business combination, all of these voting safeguards will
no longer be applicable.

With respect to the first business combination which
is approved and consummated, any holder of shares sold in
the Public Offering, other than the Initial Stockholders
and their nominees (the "Public Stockholders") who voted
against the business combination may demand that the
Company redeem his or her shares. The per share redemption
price will equal $7.44 per share plus interest earned
thereon in the Trust Account. Accordingly, Public
Stockholders holding 19.99% of the aggregate number of
shares sold in this offering and the private placement may
seek redemption of their shares in the event of a business
combination.

The Company's Certificate of Incorporation provides
for mandatory liquidation of the Company, without
stockholder approval, in the event that the Company does
not consummate a business combination within 18 months from
the date of consummation of the Public Offering, or 24
months from the consummation of the Public Offering if
certain extension criteria have been satisfied. The Initial
Stockholders have waived their right to liquidation
distributions with respect to the shares of common stock
included in such units. Accordingly, in the event of such
liquidation, the amount in the Trust Account will be
distributed to the holders of the shares sold in the Public
Offering.


3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Common stock:

On January 23, 2006, the Company effected a stock
split in the form of a dividend of .233 shares of common
stock for each outstanding share of common stock.  All
references in the accompanying financial statements to the
number of shares of common stock and loss per share have
been retroactively restated to reflect these transactions.

Warrant liability:

The Company has outstanding warrants, which provides
for the Company to register the shares underlying the
warrants and is silent as to the penalty to be incurred in
the absence of the Company's ability to deliver registered
shares to the warrant holders upon warrant exercise. Under
EITF No. 00-19 "Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a
Company's Own Stock" ("EITF No. 00-19"), registration of
the common stock underlying the Company's warrants is not
within the Company's control.  As a result, the company
must assume that it could be required to settle the warrants
on a net-cash basis, thereby necessitating the treatment of
the potential settlement obligation as a liability. Further
EITF No. 00-19, requires the Company to record the potential
settlement liability at each reporting date using the current
estimated fair value of the warrants, with any changes
being recorded through the Company's statement of operations.
The potential settlement obligation related to the warrants
will continue to be reported as a liability until such time
that the warrants are exercised, expire, or the Company is
otherwise able to modify the registration requirements in
the warrant agreement to remove the provisions which require
this treatment.

Fair Value of financial instruments:

The fair value of the Company's assets and liabilities,
which qualify as financial intruments under SFAS 107,
"Disclosure About Fair Value of Financial Intruments,"
approximates the carrying amounts represented in the
condensed balance sheet.


3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Net income (Loss) per common share:

Net income (loss) per common share is based on the weighted
average number of common shares outstanding. The Company complies
with SFAS No. 128, "Earnings Per Share."  SFAS No. 128 requires
dual presentation of basic and diluted income per share for all
periods presented.  Basic income (loss) per share excludes
dilution and is computed by dividing income available to common
stockholders by the weighted average number of common shares
outstanding for the period. Diluted net income per share reflects
the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock
that then share in the income of the Company.

Use of estimates:

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions
that affect the reported amounts of contingent assets and
contingent liabilities at the date of the financial statements
and the reported amounts of expenses during the reporting period.
Actual results could differ from those estimates.

Income taxes:

The Company complies with the Financial Accounting Standards
Board ("FASB") SFAS 109, "Accounting for Income Taxes," which
requires an asset and liability approach to financial accounting
and reporting for income taxes.  Deferred income tax assets and
liabilities are computed for differences between the financial
statement and tax bases of assets and liabilities that will result
in future taxable or deductible amounts, based on enacted tax
laws and rates applicable to the periods in which the differences
are expected to affect taxable income.  Valuation allowances are
established, when necessary, to reduce deferred tax assets to
the amount expected to be realized.  As of September 30, 2007 no
valuation allowance has been established on the deferred tax
asset of $358,000.

Effective January 1, 2007, the Company adopted the
provisions of the Financial Accounting Standards Board
("FASB") Interpretation No. 48, "Accounting for Uncertainty
in Income Taxes-an interpretation of FASB Statement
No. 109" ("FIN 48"). There were no unrecognized tax
benefits as of January 1, 2007 and as of September 30, 2007.
FIN 48 prescribes a recognition threshold and a measurement
attribute for the financial statement recognition and
measurement of tax positions taken or expected to be taken
in a tax return.  For those benefits to be recognized, a
tax position must be more-likely-than-not to be sustained
upon examination by taxing authorities.  The Company
recognizes accrued interest and penalties related to
unrecognized tax benefits as income tax expense.  No
amounts were accrued for the payment of interest and
penalties at January 1, 2007. There was no change to this
balance at September 30, 2007.  Management is currently unaware
of any issues under review that could result in significant
payments, accruals or material deviations from its
position. The adoption of the provisions of FIN 48 did not
have a material impact on the Company's financial position,
results of operations and cash flows.

Cash and cash equivalents:

The Company considers all highly liquid investments
purchased with an original maturity of three months or less
to be cash equivalents.

Recently issued accounting standards:

In September 2006, the Statement of Financial Accounting
Standard No. 157, Fair Value Measurements  ("SFAS 157"), was
issued and is effective for fiscal years beginning after
November 15, 2007. SFAS 157 defines fair value, establishes
a framework for measuring fair value and expands disclosures
about fair value measurements. Management is currently
evaluating the impact the adoption of


3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

SFAS 157 will have on the Company's financial statements
and their disclosures and its impact has not yet been
determined.

4. THE OFFERING

On April 18, 2006, the Company sold 5,031,250 units
(including the underwriters full exercise of an over
allotment option with respect to 656,250 units) to the
public at a price of $8.00 per unit. Each unit consists of
one share of the Company's common stock, $0.001 par value,
and one redeemable common stock purchase warrant
("warrant"). Each warrant entitles the holder to purchase
from the Company one share of common stock at an exercise
price of $5.00 commencing the later of the completion of a
business combination with a target business or April 10,
2007 and expiring April 11, 2012.  The warrants are
redeemable at a price of $.01 per warrant upon 30 days
notice after the warrants become exercisable, only in the
event that the last sale price of the common stock is at
least $10.00 per share for any 20 trading days within a 30
trading day period ending three business days before we
send the notice of redemption.

5. INCOME TAXES

Income tax expense for the three and nine months
ended September 30, 2007 and the period from June 20, 2005
(date of inception) to September 30, 2007 was approximately
$90,000, $101,000, and $559,000, respectively, which is
net of the expense for current federal income taxes and the
deferred tax benefit recorded for the three and nine months
ended September 30, 2007 and the period from June 20, 2005
(date of inception) to September 30, 2007.

The Company has not begun its trade or business for U.S. tax
purposes.  Accordingly, it could not yet recognize losses for
start-up expenditures.  As a result a deferred tax asset of
approximately $358,000 at September 30, 2007 was established
for these start-up expenditures.

6. COMMITMENTS AND RELATED PARTY TRANSACTIONS

The Company presently occupies office space provided
by Asia Development Capital LLC ("ADC"), an affiliate and
stockholder of the Company.  ADC has agreed that, until the
Company consummates a business combination, it will make
such office space, as well as certain office and
secretarial services, available to the Company, as may be
required by the Company from time to time.  The Company has
agreed to pay such affiliate $7,500 per month for such
services commencing on the effective date of the Offering,
April 18, 2006.

The Company has engaged Rodman & Renshaw LLC, ("the
representative of the underwriters"), on a non-exclusive
basis, as the Company's agent for the solicitation of the
exercise of the warrants.  To the extent not inconsistent
with the guidelines of the NASD and the rules and
regulations of the SEC, the Company has agreed to pay the
representative for bona fide services rendered a commission
equal to 2.5% of the exercise price for each warrant
exercised more than one year after the date of the
prospectus if the exercise was solicited by the
underwriters.  In addition to soliciting, either orally or
in writing, the exercise of the warrants, the
representative's services may also include disseminating
information, either orally or in writing, to warrant
holders about the Company or the market for our securities,
and assisting in the processing of the exercise of the
warrants.  No compensation will be paid to the
representative upon the exercise of the warrants if:

* the market price of the underlying shares of common stock
  is lower than  the exercise price;
* the holder of the warrants has not confirmed in writing
  that the underwriters solicited the exercise;
* the warrants are held in a discretionary account;

6. COMMITMENTS AND RELATED PARTY TRANSACTIONS (CONTINUED)

* the warrants are exercised in an unsolicited transaction;
  or
* the arrangement to pay the commission is not disclosed in
  the prospectus provided to warrant holders at the time
  of exercise.

The Company has sold to the representative of the
underwriters, for $100, as additional compensation, an
option to purchase up to a total of 350,000 units at a per-
unit price of $10.00.  The units issuable upon

exercise of this option are also identical to those offered
by the Offering except that the warrants included in the
option have an exercise price of $6.65 (133% of the
exercise price of the warrants included in the units sold
in the offering.) The Company will pay the underwriters in
the Offering an underwriting discount of 7% of the gross
proceeds of this Offering (of which 3% is deferred until
the consummation of a business combination).

The sale of the option will be accounted for as an
equity transaction. Accordingly, there will be no net
impact on the Company's financial position or results of
operations, except for the recording of the $100 proceeds
from the sale.  The Company has determined, based upon a
Black-Scholes model, that the fair value of the option on
the date of sale would be approximately $3.10 per unit, or
$1,086,001 total, using an expected life of five years,
volatility of 45.47% and a risk-free interest rate of
4.39%.

The volatility calculation of 45.47% is based on the
365-day average volatility of a representative sample of
ten (10) companies with market capitalizations under $500
million that management believes to be engaged in the
business of auto component parts (the "Sample Companies").
Because the Company does not have a trading history, the
Company needed to estimate the potential volatility of its
common stock price, which will depend on a number of
factors which cannot be ascertained at this time.  The
Company referred to the 365-day average volatility of the
Sample Companies because management believes that the
average volatility of such companies is a reasonable
benchmark to use in estimating the expected volatility of
the Company's common stock post-business combination.
Although an expected life of five years was taken into
account for purposes of assigning a fair value to the
option, if the Company does not consummate a business
combination within the prescribed time period and
liquidates, the option would becomeworthless.

Pursuant to letter agreements with the Company and
the Representative of the underwriters, the Initial
Stockholders have waived their right to receive
distributions with respect to their founding shares upon
the Company's liquidation.

Certain of the Company's officers, directors, or
their designees have agreed with the Representative that
upon consummation of the Offering and during the 45 trading
day period commencing on the later of the date that the
securities comprising the units begin separate trading or
60 days following the consummation of the Offering, that
they will purchase up to 320,000 warrants in the public
marketplace at prices not to exceed $1.40 per warrant. As
of September 30, 2007, William R Herren, Mr. Rudy Wilson,and
Chun Hao held 290,000 warrants to purchase the Company's
securities.

The Initial Stockholders will be entitled to registration
rights with respect to their founding shares pursuant to
an agreement to be signed prior to or on the effective
date of the Offering.  The holders of the majority of these
shares are entitled to make up to two demands that the
Company register these shares at any time commencing three
months prior to the third anniversary of the effective date
of the Offering. In addition, the Initial Stockholders have
certain "piggy-back" registration rights on registration
statements filed subsequent to the third anniversary of the
effective date of the Offering.

Rodman & Renshaw has entered into a letter agreement with us
pursuant to which it agreed to purchase up to 125,000
warrants in the public marketplace at prices not to exceed
$1.40 per warrant during the 45 trading day period commencing
on the later of the date separate trading of the warrants has
commenced or 60 days following the consummation of this
offering.

6. COMMITMENTS AND RELATED PARTY TRANSACTIONS (CONTINUED)

Chardan Capital Markets has entered into a letter
agreement with us pursuant to which it agreed to purchase
up to 125,000 warrants in the public marketplace at prices
not to exceed $1.40 per warrant during the 45 trading day
period commencing on the later of the date separate trading
of the warrants has commenced or 60 days following the
consummation of this offering.

On February 8, 2006, five stockholders entered
into five separate letter agreements with the
Representatives of the underwriters pursuant to which they
agreed to purchase in aggregate up to $2,000,000 in
warrants at prices not to exceed $1.40 per warrant during
the 45 day trading period commencing on the later of the
date separate trading of the warrants has commenced or 60
calendar days following the consummation of the Offering.
These entities have agreed that any warrants purchased by
them pursuant to this agreement will not be sold or
transferred until after a completed business combination.
As of September 30, 2007, these five stockholders held
20,000 warrants to purchase the Company's securities.

7. PREFERRED STOCK

The Company is authorized to issue 1,000,000 shares
of preferred stock with such designations, voting and other
rights and preferences as may be determined from time to
time by the Board of Directors.

8. SUBSEQUENT EVENT

On July 19, 2007, at a meeting of the Company's Board of
Directors ("BOD") at which a quorum was present, legal counsel
for Hunan TX Enterprise Co Ltd. ("TX") informed the Board that
registration of TX has been completed with the local Chinese
government authorities, permitting the execution of the Equity
Acquisition Agreement ("EAA") on July 24, 2007. The Board
deemed it appropriate to make a public announcement by the
filing of a Form 8K with the SEC on JUly 24, 2005. Pursuant
to EAA the Company, which shall be renamed TX International,
Ltd. ("TI") and redomesticated as a British Virgin Islands
Company, would merge with TI resulting in TX becoming a wholly
owned subsidiary of the TI. At the closing of the acquisition,
the stockholders of TX will receive $13.0 million in cash.
Additionally, the Company and TX executed a Key Employee
Employment Agreement and Performance Earn-Out Agreement which
will provide for certain retention and incentive bonuses.The
closing of the acquisition is subject to certain conditions,
including the approval of the transaction by the majority
of the Company's stockholders and that fewer than 20% of
the Company's stockholders exercise their right to redeem
their shares of common stock for cash.

On August 10, 2007, the Company was informed by legal counsel
for TX that the Changsha Ministry of Commerce had approved the
EAA previously executed among and between the Company and TX on
July 24, 2007.The Board deemed it appropriate to make a public
announcement by the filing of a Form 8K with the SEC on August
13, 2007

On August 29, 2007 at a meeting of the Company's BOD, the
directors approved an amendment of the Company's By-Laws to
allow the BOD (by simple majority) rather than shareholders
to remove a director. Pusuant to this amendment Mr. Vinit Bansal
and Mr. Chun Hao as Class A directors were not nominated for
reelection.

On September 18, 2007 the Company filed a Form 8K with the SEC
stating its intent to commence holding presentations for its
stockholders regarding its proposed acquisition of TX as
described in AAAC's Current Reports on Form 8-K dated July 25,
2007, and August 13, 2007.

On September 20, 2007 the Company's BOD met to consider Proposals
for a special meeting of shareholders pursuant to the acquisition.
After careful consideration, the BOD determined  unanimously that
each of the Equity Acquisition Proposal and the Redomestication
merger Proposal is fair to and in the best interests of AAAC and
its stockholders. AAAC's BOD has approved and  declared advisable
the Equity Acquisition Proposal and the Redomestication  merger
proposal and unanimously recommends that the shareholders vote or
give instructions to vote "FOR" each of the Proposals to adopt
the Equity Acquistion Proposal and the Redomestication merger
Proposal. Subsequently, the Company filed a Schedule 14(a)
Preliminary Proxy Statement with the SEC for a special meeting
of shareholders to be held to consider AAAC's pending acquisition
of TX. The Preliminary Proxy Statement is subject to SEC review.
The date of the special meeting of shareholders and the record
date for the meeting will be specified in a definitive proxy
statement to be mailed to shareholders following such review.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

This Quarterly Report on Form 10-QSB includes
forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended.  We
have based these forward-looking statements on our current
expectations and projections about future events. These
forward-looking statements are subject to known and unknown
risks,uncertainties and assumptions about us that may cause
our actual results, levels of activity, performance or
achievements to be materially different from any future
results, levels of activity, performance or achievements
expressed or implied by such forward-looking statements.
In some cases, you can identify forward-looking statements
by terminology such as "may," "should," "could,"
"would,""expect," "plan," "anticipate," "believe,"
"estimate," "continue," or the negative of such terms or
other similar expressions. Factors that might cause or
contribute to such a discrepancy include, but are not
limited to, those described in our other Securities and
Exchange Commission filings. The following discussion
should be read in conjunction with our Financial Statements
and related Notes thereto included elsewhere in this
report.

We were formed on June 20, 2005, to serve as a vehicle to
effect a merger, capital stock exchange, asset acquisition
or other similar business combination with an operating
business.  Our initial business combination must be with
a target business or businesses whose fair market value
is at least equal to 80% of net assets at the time of such
acquisition.  We intend to utilize cash derived from the
proceeds of our recently completed public offering, our
capital stock, debt or a combination of cash, capital stock
and debt, in effecting a business combination.

Since our initial public offering, we have been actively
engaged in sourcing a suitable business combination candidate.
We have met with target companies, service professionals and
other intermediaries to discuss with them our company, the
background of our management and our combination preferences.
In the course of these discussions, we have also spent time
explaining the capital structure of the initial public
offering, the combination approval process, and the timeline
under which we are operating before the proceeds of the
offering are returned to investors.

Most of the activity from June 20, 2005 (inception) to June
30, 2007 relates to the Company's formation and public
offering described below.

Nine Months Ended September 30, 2007

For the nine months ended September, 2007, we had a
net gain of approximately $2,254,000 consisting of interest
income of approximately $1,377,000, a gain on warrant
liability of approximately $1,567,000 and formational
operating costs of approximately $590,000. Interest income
is derived primarily from investment of our cash balances
held in trust, which aggregated approximately $39,192,000
at Setpember 30, 2007. The cash balance held in trust is
invested primarily in treasury bills.

Three Months Ended September 30, 2007

For the three months ended September 30, 2007, we had a
net gain of approximately $2,585,000 consisting of interest
income of approximately $504,000, a gain on warrant
liability of approximately $2,259,000 and formational
operating costs of approximately $88,000. Interest income
is derived primarily from investment of our cash balances
held in trust, which aggregated approximately $39,192,000
at September 30, 2007. The cash balance held in trust is
invested primarily in treasury bills.

Nine Months Ended September 30, 2006

For the nine months ended September 30, 2006, we had a net
loss of approximately $2,094,000 consisting of interest
income of approximately $822,000 offset by a loss on
warrant liability of $2,364,000 and formational operating
costs of approximately $407,000. Interest income is derived
primarily from investment of our cash balances held in
trust, which aggregated approximately $38,240,000 at
September 30, 2006. The cash balance held in trust is
invested primarily in treasury bills.

Three Months Ended September 30, 2006

For the three months ended September 30, 2006, we had a net
loss of approximately $1,938,000, consisting of interest
income of approximately $477,000 offset by a loss on
warrant liability of approximately $2,088,000 and formational
operating costs of approximately $303,000. Interest income
is derived primarily from investment of our cash balances
held in trust, which aggregated approximately $38,240,000 at
September 30, 2006. The cash balance held in trust is
invested primarily in treasury bills.


LIQUIDITY AND CAPITAL RESOURCES

On April 19, 2006, we consummated our initial public
offering of 5,031,250 units including an additional 656,250
units that were subject to the underwriters' over-allotment
option. Each unit consists of one share of common stock and
one redeemable common stock purchase warrant.  Each warrant
entitles the holder to purchase from us one share of our
common stock at an exercise price of $5.00.

Of the proceeds of the Offering, $37,418,000 (plus interest
expense) is being held in a trust account ("Trust Account")
and invested until the earlier of (i) the consummation of
the first business combination or (ii) the distribution of
the Trust Account as described below. The amount in the
Trust Account includes $1,207,500 of contingent underwriting
compensation, which will be paid to the underwriters if a
business combination is consummated, but which will be
forfeited in part if public stockholders elect to have their
shares redeemed for cash if a business combination is not
consummated. Deferred underwriter's fee is reflected on the
balance sheet at  $966,121, an additional $241,379 is
included in common stock, subject to possible conversion,
for a total of $1,207,500.  The remaining proceeds may be
used to pay for business, legal and accounting due diligence
on prospective acquisitions and continuing general and
administrative expenses.

We pay Asia Development Capital LLC., an affiliate,
an aggregate fee of $7,500 per month which includes the
cost of the office space and the cost of other general and
administrative services provided to us by such affiliate.

Item 3. CONTROLS AND PROCEDURES

Under the supervision and with the participation of management,
including our Chief Executive Officer and Chief Financial Officer,
we conducted an evaluation of the Company's effectiveness of
disclosure controls and procedures (as defined in Rule 13a-15(e)
under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") as of the end of the period covered by
this Quarterly Report on Form 10-QSB. Based on that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures have not been
operating effectively as of the end of the period covered by
this report.

In connection with the preparation of our Report of Form 10-QSB,
management identified a material weakness, due to an insufficient
number of resources in the accounting and finance department,
resulting in (i) an ineffective review, monitoring and analysis
of schedules, reconciliations and financial statement disclosures
and (ii) the misapplication of U.S. GAAP and SEC reporting
requirements.Due to the pervasive effect of the lack of resources,
including a lack of resources that are appropriately qualified in
the areas of U.S. GAAP and SEC reporting, and the potential impact
on the financial statements and disclosures and the importance of
the annual and interim financialclosing and reporting process,
in the aggregate, there is more than a remote likelihood that
a material misstatement of the annual financial
statements would not have been prevented or detected.

There has not been any change in our internal control over
financial reporting in connection with the evaluation required
by Rule 13a-15(d) under the Exchange Act that occurred during the
quarter ended September 30, 2007, that has materially affected,
or is reasonably likely to materially affect, our internal
control over financial reporting.


PART II-OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

There are no material legal proceedings pending against us.


Item 2 DEFAULTS UPON SENIOR SECURITIES

Not Applicable


Item 3. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
        PROCEEDS

Not Applicable


Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable.


Item 5. OTHER INFORMATION

Not Applicable.


Item 6. EXHIBITS


Exhibit No.  Description of Exhibits

31.1         Section 302 Certification of Principal
             Executive Officer
32.1         Section 906 Certification


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date: November 27, 2007

By: /s/William R. Herren
       William R. Herren
       Chairman
(Principal Executive Officer)

By: /s/Rudy Wilson
       Rudy Wilson
       Chief Executive Officer
(Principal Executive Officer)

By: /s/David J. Brophy
       David J. Brophy
       Chief Financial Officer

(Principal Financial and Accounting Officer)



Exhibit 31.1 CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER

I, William R. Herren, certify that:

1. I have reviewed this Quarterly Report on Form 10-QSB of
   Asia Automotive Acquisition Corporation;

2. Based on my knowledge, this report does not contain any
   untrue statement of a material fact or omit to state a
   material fact necessary to make the statements made, in
   light of the circumstances under which such statements
   were made, mot misleading with respect to the period
   covered by this report;

3. Based on my knowledge, the financial statements, and
   other financial information included in this report,
   fairly present in all material respects the financial
   condition, results of operations and cash flows of the
   registrant as of, the periods presented in this report;

4. The registrant's other certifying officers and I are
   responsible for establishing and maintaining disclosure
   controls and procedures (as defined in Exchange Act
   Rules 13a-15(e) and 15d-15(e)) for the registrant and
   we have:

   a) designed such disclosure controls and procedures,
      or caused such disclosure controls and procedures
      to be designed under our supervision, to ensure that
      material information relating to the registrant,
      including its consolidated subsidiaries, is made
      known to us by others within those entities,
      particularly during the period in which this report
      is being prepared;

   b) evaluated the effectiveness of the registrant's
      disclosure controls and procedures and presented in
      this report our conclusions about the effectiveness
      of the disclosure controls and procedures, as of the
      end of the period covered by this report based on
      such evaluation; and

   c) disclosed in this report any change in the
      registrant's internal control over financial
      reporting that occurred during the registrant's
      most recent fiscal quarter (the registrant's
      fourth fiscal quarter in the case of an annual
      report) that has materially affected, or is
      reasonably likely to materially affect, the
      registrant's internal control over financial
      reporting; and

5. The registrant's other certifying officers and I have
   disclosed,based on our most recent evaluation of
   internal control over financial reporting, to the
   registrant's auditors and the audit committee of the
   registrant's board of directors (or persons performing
   the equivalent functions):

   a) all significant deficiencies and material weaknesses
      in the design or operation of internal control
      over financial reporting which are reasonably likely
      to adversely affect the registrant's ability to
      record, process, summarize and report financial
      information; and

   b) any fraud, whether or not material, that involves
      management or other employees who have a significant
      role in the registrant's internal control over
      financial reporting.

Dated: November 27, 2007

/s/ William R. Herren
    William R. Herren

Chairman of the Board

Exhibit 32.1   CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of
Title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002
(subsections (a) and (b) of section 1350, chapter 63 of
title 18, United States Code), each of the undersigned
officers of Asia Automotive Acquisition Corporation, a
Delaware corporation (the "Company"), does hereby certify,
to such officer's knowledge, that:

The Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2007 (the "Form 10-QSB") of the Company fully
complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934, and information
contained in the Form 10-QSB fairly presents, in all
material aspects, the financial condition and results
of operations of the Company.

Dated: November 27, 2007
      /s/William R. Herren
         William R. Herren
         Chairman of the Board

      /s/Rudy Wilson
         Rudy Wilson
         Chief Executive Officer

     /s/David J. Brophy
        David J. Brophy
        Chief Financial Officer

A signed original of this written statement required by
Section 906 has been provided to the Company and will be
retained by the Company and furnished to the Securities and
Exchange Commission or its staff upon request.



Exhibit No. 	Description of Exhibits

31.1            Section 302 Certification of Principal
                Executive Officer
32.1            Section 906 Certification

99.1            By-Laws of Asia Automotive Acquisition
                Corporation

================================================================

                          BYLAWS
                            OF

        ASIA AUTOMOTIVE ACQUISITION CORPORATION

                         MISSION

      Asia Automotive Acquisition Corporation is a blank
check company organized for the purpose of affecting a
merger, capital stock exchange, asset acquisition or other
similar business combination with an operating business.
Its objective is to form initially a pan-Asian firm by
acquiring at least two automotive component supplier
operating businesses that have their primary operating
facilities located in the People's Republic of China, the
Republic of India and/or the region of South East Asia
Nations (ASEAN).

                        ARTICLE I
                         OFFICES

  1.1 Registered Office. The registered office of Asia
Automotive Acquisition Corporation (the "Corporation") in
the State of Delaware shall be established and maintained
at 2711 Centerville Rd., Suite 400, Wilmington, Delaware
19808and the Company Corporation shall be the registered
agent of the Corporation in charge thereof.

  1.2 Offices. The Corporation may also have offices at
such other places both within and without the State of
Delaware as the board of directors of the Corporation (the
"Board of Directors") may from time to time determine or
the business of the Corporation may require.

                         ARTICLE II
                  MEETINGS OF STOCKHOLDERS

  2.1 Place of Meetings. All meetings of the stockholders
shall be held at such time and place, either within or
without the State of Delaware, as shall be designated from
time to time by the Board of Directors and stated in the
notice of the meeting or in a duly executed waiver of
notice thereof.

  2.2 Annual Meetings. The annual meeting of stockholders
shall be held on such date and at such time as may be fixed
by the Board of Directors and stated in the notice of the
meeting, for the purpose of electing directors and for the
transaction of only such other business as is properly
brought before the meeting in accordance with these Bylaws
(the "Bylaws").

      Written notice of an annual meeting stating the place,
date and hour of the meeting, shall be given to each
stockholder entitled to vote at such meeting not less than
ten (10) nor more than sixty (60) days before the date of
the annual meeting.

      To be properly brought before the annual meeting,
business must be either (i) specified in the notice of
annual meeting (or any supplement or amendment thereto)
given by or at the direction of the Board of Directors,
(ii) otherwise brought before the annual meeting by or at
the direction of the Board of Directors, or (iii) otherwise
properly brought before the annual meeting by a stockholder.
In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by
a stockholder, the stockholder must have given timely
notice thereof in writing to 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 sixty
(60) days nor more than ninety (90) days prior to the
meeting; provided, however, that in the event that less
than seventy (70) days notice or prior public disclosure of
the date of the annual meeting is given or made to
stockholders, notice by a stockholder, to be timely, must
be received no later than the close of business 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 was made, whichever first occurs. A stockholder's
notice to the Secretary shall set forth (a) as to each matter
the 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, and (ii) any material
interest of the stockholder in such business, and (b) as to
the stockholder giving the notice(i) the name and record
address of the stockholder and (ii) the class, series and
number of shares of capital stock of the Corporation which
are beneficially owned by the stockholder. Notwithstanding
anything in these Bylaws to the contrary, no business shall
be conducted at the annual meeting except in accordance
with the procedures set forth in this Article II, Section
2. The officer of the Corporation presiding at an annual
meeting shall, if the facts warrant, determine and declare
to the annual meeting that business was not properly brought
before the annual meeting in accordance with the provisions
of this Article II, Section 2, and if such officer should so
determine, such officer shall so declare to the annual meeting
and any such business not properly brought before the meeting
shall not be transacted.

  2.3 Special Meetings. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by
statute or by the Certificate of Incorporation of the
Corporation (the "Certificate of Incorporation"), may only
be called by a majority of the entire Board of Directors,
Chairman of the Board, Chief Executive Officer, Chief
Financial Officer, President, China Operations, and shall
be called by the Secretary 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 shall state the purpose
or purposes of the proposed meeting.

      Unless otherwise provided by law, written notice of a
special meeting of stockholders, stating the time, place
and purpose or purposes thereof, shall be given to each
stockholder entitled to vote at such meeting, not less than
ten (10) or more than sixty (60) days before the date fixed
for the meeting. Business transacted at any special meeting
of stockholders shall be limited to the purposes stated in
the notice.

      2.4   Quorum. The holders of a majority of the
capital stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for
the transaction of business except as otherwise provided by
statute or by the Certificate of Incorporation. If, however,
such quorum shall not be present or represented at any
meeting of the stockholders, the holders of a majority of
the votes entitled to be cast by 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 or represented. At such adjourned
meeting at which a quorum shall be present or represented,
any business may be transacted which might have been
transacted at the meeting as originally noticed. If the
adjournment is for more than thirty (30) days, or if after
the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given
to each stockholder entitled to vote at the meeting.

      2.5   Organization. The Chairman of the Board of
Directors shall act as chairman of meetings of the
stockholders. The Board of Directors may designate any
other officer or director of the Corporation to act as
chairman of any meeting in the absence of the Chairman of
the Board of Directors, and the Board of Directors may
further provide for determining who shall act as chairman
of any stockholders' meeting in the absence of the Chairman
of the Board of Directors and such designee.

      The Secretary of the Corporation shall act as
secretary of all meetings of the stockholders, but in the
absence of the Secretary the presiding officer may appoint
any other person to act as secretary of any meeting.

      2.6   Voting. Unless otherwise required by law, the
Certificate of Incorporation or these Bylaws, any question
(other than the election of directors brought before any
meeting of stockholders shall be decided by the vote of the
holders of a majority of the stock represented and entitled
to vote thereat. At all meetings of stockholders for the
election of directors, a plurality of the votes cast shall
be sufficient to elect. Each stockholder represented at a
meeting of stockholders shall be entitled to cast one vote
for each share of the capital stock entitled to vote
thereat held by such stockholder, unless otherwise provided
by the Certificate of Incorporation. Each stockholder
entitled to vote at a meeting of stockholders or to express
consent or dissent to corporate action in writing without a
meeting may authorize any person or persons to act for him
by proxy. All proxies shall be executed in writing and shall
be filed with the Secretary of the Corporation not later
than the day on which exercised. No proxy shall be voted or
acted upon after three (3) years from its date, unless the
proxy provides for a longer period. The Board of Directors,
in its discretion, or the officer of the Corporation
presiding at a meeting of stockholders, in his discretion,
may require that any votes cast at such meeting shall be
cast by written ballot.


      2.7   Action of Shareholders Without Meeting. Unless
otherwise provided by the Certificate of Incorporation, any
action required to be taken at any annual or special
meeting of stockholders, or any action which may be taken
at any annual or special meeting of such stockholders, may
be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number
of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote
thereon were present and voted, and shall be delivered to
the Corporation by delivery to its registered office in the
State of Delaware, its principal place of business, or an
officer or agent of the Corporation having custody of the
book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporation's registered
office shall be by hand or by certified or registered mail,
return receipt requested. Prompt notice of the taking of
the corporate action without a meeting by less than
unanimous written consent shall be given to those
stockholders who have not consented in writing.

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

      2.9   Stock Ledger. The stock ledger of the
Corporation shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list
required by Section 8 of this Article II or the books of
the Corporation, or to vote in person or by proxy at any
meeting of stockholders.

      2.10  Adjournment. Any meeting of the stockholders,
including one at which directors are to be elected, may be
adjourned for such periods as the presiding officer of the
meeting or the stockholders present in person or by proxy
and entitled to vote shall direct.

      2.11  Ratification. Any transaction questioned in any
stockholders' derivative suit, or any other suit to enforce
alleged rights of the Corporation or any of its stockholders,
on the ground of lack of authority, defective or irregular
execution, adverse interest of any director, officer or
stockholder, nondisclosure, miscomputation or the
application of improper principles or practices of
accounting may be approved, ratified and confirmed before
or after judgment by the Board of Directors or by the
holders of Common Stock and, if so approved, ratified or
confirmed, shall have the same force and effect as if the
questioned transaction had been originally duly authorized,
and said approval, ratification or confirmation shall be
binding upon
the Corporation and all of its stockholders and shall
constitute a bar to any claim or execution of any judgment
in respect of such questioned transaction.

      2.12  Judges. All votes by ballot at any meeting of
stockholders shall be conducted by two judges appointed for
the purpose either by the directors or by the meeting. The
judges shall decide upon the qualifications of voters,
count the votes and declare the result.

                      DIRECTORS

      3.1   Powers; Number; Qualifications. The business
and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors, except as may be
otherwise provided by law or in the Certificate of
Incorporation. The number of directors which shall
constitute the Board of Directors shall be not less than
one (1) nor more than nine (9). The exact number of
directors shall be fixed from time to time, within the
limits specified in this Article III Section 1 or in the
Certificate of Incorporation, by the Board of Directors.
Directors need not be stockholders of the Corporation. The
Board may be divided into Classes as more fully described
in the Certificate of Incorporation.

      3.2   Election; Term of Office; Resignation: Removal;
Vacancies. Each director shall hold office until the next
annual meeting of stockholders at which his Class stands
for election or until such director's earlier resignation,
removal from office, death or in capacity.  Unless
otherwise provided in the Certificate of Incorporation,
vacancies and newly created directorships resulting from
any increase in the authorized number of directors or from
any other cause may be filled by a majority of the
directors then in office, although less than a quorum, or
by a sole remaining director and each director so chosen
shall hold office until the next annual meeting and until
such director's successor shall be duly elected and shall
qualify, or until such director's earlier resignation,
removal from office, death or incapacity.

      3.3   Nominations. Nominations of persons for
election to the Board of Directors of the Corporation at a
meeting of stockholders of the Corporation maybe made at
such meeting by or at the direction of the Board of
Directors, by any committee or persons appointed by the
Board of Directors or by any stockholder of the Corporation
entitled to vote for the election of directors at the
meeting who complies with the notice procedures set forth
in this Article III, Section3. Such nominations by any
stockholder shall be made pursuant to timely notice
in writing to the Secretary of the Corporation. To be
timely, a stockholder's notice shall be delivered to or
mailed and received at the principal executive offices of
the Corporation not less than sixty (60) days nor more than
ninety(90) days prior to the meeting; provided however,
that in the event that less than seventy (70) days notice
or prior public disclosure of the date of the meeting is
given or made to stockholders, notice by the stockholder,
to be timely, must be received no later than the close of
business on the tenth (10th)day following the day on which
such notice of the date of the meeting was mailed
or such public disclosure was made, whichever first occurs.
Such stockholder's notice to the Secretary shall set forth
(i) as to each person whom the stockholder proposes to
nominate for election or reelection as a director, (a)the
name, age, business address and residence address of the
person, (b) the principal occupation or employment of the
person, (c) the class and number of shares of capital
stock of the Corporation which are beneficially owned by
the person, and (d) any other information relating to the
person that is required to be disclosed in solicitations
for proxies for election of directors pursuant to the Rules
and Regulations of the Securities and Exchange Commission
under Section 14 of the Securities Exchange Act of 1934,
as amended, and (ii) as to the stockholder giving the
notice (a) the name and record address of the stockholder
and (b) the class and number of shares of capital stock
of the Corporation which are beneficially owned by the
stockholder. The Corporation may require any proposed
nominee to furnish such other information as may reasonably
be required by the Corporation to determine the eligibility
of such proposed nominee to serve as a director of the
Corporation. No person shall be eligible for election as a
director of the Corporation unless nominated in accordance
with the procedures set forth herein. The officer of the
Corporation presiding at an annual meeting shall, if the
facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the foregoing
procedure, and if he should so determine, he shall so
declare to the meeting and the defective nomination shall
be disregarded.

      3.4   Meetings. The Board of Directors of the
Corporation may hold meetings, both regular and special,
either within or without the State of Delaware. The first
meeting of each newly elected Board of Directors shall
beheld immediately after and at the same place as the
meeting of the stockholders at which it is elected and no
notice of such meeting shall be necessary to the newly
elected directors in order to legally constitute the
meeting, provided a quorum shall be present. 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 of Directors. Special meetings
of the Board of Directors may be called by the Chief
Executive Officer or a majority of the entire Board of
Directors. Notice thereof stating the place, date and
hour of the meeting shall be given to each director
either by mail not less than forty-eight (48) hours
before the date of the meeting, by telephone, facsimile,
telegram or e-mail on twenty-four (24) hours notice, or
on such shorter notice as the person or persons calling
such meeting may deem necessary or appropriate in the
circumstances.

      3.5   Quorum. Except as may be otherwise specifically
provided by law, the Certificate of Incorporation or these
Bylaws, at all meetings of the Board of Directors or any
committee thereof, a majority of the entire Board of
Directors or such committee, as the case may be, shall
constitute a quorum for the transaction of business and the
act of a majority of the directors present at any meeting
at which there is a quorum shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting
of the Board of Directors or of any committee thereof, a
majority of the directors present thereat may adjourn the
meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be
present.

      3.6   Organization of Meetings. The Board of
Directors shall elect one of its members to be Chairman of
the Board of Directors. The Chairman of the Board of
Directors shall lead the Board of Directors in fulfilling
its responsibilities as set forth in these By-Laws,
including its responsibility to oversee the performance of
the corporation, and shall determine the agenda and
perform all other duties and exercise all other powers
which are or from time to time may be delegated to him or
her by the Board of Directors.

      Meetings of the Board of Directors shall be presided
over by the Chairman of the Board of Directors, or in his
or her absence, by the Chief Executive Officer, or in the
absence of the Chairman of the Board of Directors and the
Chief Executive Officer by such other person as the Board
of Directors may designate or the members present may
select.

      3.7   Actions of Board of Directors Without Meeting.
Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without
a meeting, if all members of the Board of Directors or of
such committee, as the case may be, consent thereto in
writing, and the writing or writings are filled with the
minutes of proceedings of the Board of Directors or
committee.

      3.8   Removal of Directors by Stockholders. The
entire Board of Directors may be removed from office with
or without cause by a majority vote of the holders of the
outstanding shares then entitled to vote at an election of
directors. Any individual Director may be removed from
office with or without cause by a majority vote of the
Board of Directors. In case the Board of Directors or any
one or more Directors be so removed, new Directors may be
elected at the same time for the unexpired portion of the
full term of the Director or Directors so removed.

      3.9   Resignations. Any Director may resign at any
time by submitting his written resignation to the Board of
Directors or Secretary of the Corporation. Such resignation
shall take effect at the time of its receipt by the
Corporation unless another time be fixed in the resignation,
in which case it shall become effective at the time so
fixed. The acceptance of a resignation shall not be
required to make it effective.

      3.10  Committees. The Board of Directors may
designate one or more committees, each committee to consist
of one or more of the directors of the Corporation. In the
absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member
of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member. Any such
committee, to the extent provided by law and in the
resolution of the Board of Directors establishing such
committee, shall have and may exercise all the powers and
authority of the Board of Directors in the management of
the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall
have the power or authority in reference to amending the
Certificate of Incorporation, adopting an agreement of
merger or consolidation, recommending to the stockholders
the sale, lease or exchange of all or substantially all of
the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or revocation
of a dissolution or amending the Bylaws of the Corporation;
and, unless the resolution expressly so provides, no such
committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock or to adopt
a certificate of ownership and merger. Each committee shall
keep regular minutes of its meetings and report the same to
the Board of Directors when required.

      3.11  Compensation. The directors may be paid their
expenses, if any, of attendance at each meeting of the
Board of Directors and may be paid a fixed amount (in cash
or other form of consideration) for attendance at each
meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving
compensation therefor. Members of special or standing
committees maybe allowed like compensation for attending
committee meetings.

      3.12  Interested Directors. No contract or
transaction between the Corporation and one or more of its
directors or officers, or between the Corporation and any
other corporation, partnership, association, or other
organization in which one or more of its directors or
officers are directors or officers, or have a financial
interest, shall be void or voidable solely for this reason,
or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or
committee thereof which authorizes the contract or
transaction, or solely because his or their votes are
counted for such purpose, if (i) the material facts as to
his or their relationship or interest and as to the
contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board of
Directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii) the
material facts as to his or their relationship or interest
and as to the contract or transaction are disclosed or are
known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good
faith by vote of the stockholders; or (iii) the contract or
transaction is fair as to the Corporation as of the time it
is authorized, approved or ratified, by the Board of
Directors, a committee thereof or the stockholders. Common
or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors
or of a committee which authorizes the contract or
transaction.

      3.13  Meetings by Means of Conference Telephone.
Members of the Board of Directors or any committee designed
by the Board of Directors may participate in a meeting of
the Board of Directors or of a committee of the Board of
Directors by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other, and
participation in a meeting pursuant to this subsection
shall constitute presence in person at such meeting.

                       ARTICLE IV
                        OFFICERS

      4.1   General. The officers of the Corporation shall
be elected by the Board of Directors and may consist of: a
Chairman of the Board, Chief Executive Officer, Chief
Financial Officer, and President of China Operations. The
Board of Directors, in its discretion, may also elect one
or more Presidents (including Executive Vice-Presidents and
Senior Vice Presidents), Assistant Secretaries, Assistant
Treasurers, a Controller and such other officers as in the
judgment of the Board of Directors may be necessary or
desirable. Any number of offices may be held by the same
person and more than one person may hold the same office,
unless otherwise prohibited by law, the Certificate of
Incorporation or these Bylaws. The officers of the
Corporation need not be stockholders of the Corporation,
nor need such officers be directors of the Corporation.

      4.2   Election. The Board of Directors at its first
meeting held after each annual meeting of stockholders
shall elect the officers of the Corporation who shall hold
their offices for such terms and shall exercise such powers
and perform such duties as shall be determined from time to
time by the Board of Directors; and all officers of the
Corporation shall hold office until their successors are
chosen and qualified, or until their earlier resignation or
removal. Except as otherwise provided in this Article IV,
any 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.
Any vacancy occurring in any office of the Corporation
shall be filled by the Board of Directors. The salaries of
all officers who are directors of the Corporation shall be
fixed by the Board of Directors.

      4.3   Voting Securities Owned by the Corporation.
Powers of attorney, proxies, waivers of notice of meeting,
consents and other instruments relating to securities owned
by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chief Executive Officer or
any Vice President, and any such officer may, in the name
and on behalf of the Corporation, take all such action as
any such officer may deem advisable to vote in person or by
proxy at any meeting of security holders of any corporation
in which the Corporation may own securities and at any such
meeting shall possess and may exercise any and all rights
and powers incident to the ownership of such securities and
which, as the owner thereof, the Corporation might have
exercised and possessed if present. The Board of Directors
may, by resolution, from time to time confer like powers
upon any other person or persons.

      4.4   Chief Executive Officer. Subject to the
provisions of these Bylaws and to the direction of the
Board of Directors, the Chief Executive Officer shall have
ultimate authority for decisions relating to the general
management and control of the affairs and business of the
Corporation and shall perform such other duties and
exercise such other powers which are or from time to time
may be delegated to him or her by the Board of Directors or
these Bylaws, all in accordance with basic policies as
established by and subject to the oversight of the Board of
Directors.

      4.5   Chief Financial Officer. The Chief Financial
Officer shall have general supervision, direction and
control of the financial affairs of the Corporation and
shall perform such other duties and exercise such other
powers which are or from time to time may be delegated to
him or her by the Board of Directors or these Bylaws, all
in accordance with basic policies as established by and
subject to the oversight of the Board of Directors. In the
absence of a named Treasurer, the Chief Financial Officer
shall also have the powers and duties of the Treasurer as
hereinafter set forth and shall be authorized and empowered
to sign as Treasurer in any case where such officer's
signature is required.


      4.6   Vice Presidents. At the request of the Chief
Executive Officer or in the absence of the Chief Executive
Officer, or in the event of his or her inability or refusal
to act, the Vice President or the Vice Presidents if there
is more than one (in the order designated by the Board of
Directors) shall perform the duties of the Chief Executive
Officer, and when so acting, shall have all the powers of
and be subject to all the restrictions upon such office.
Each Vice President shall perform such other duties and
have such other powers as the Board of Directors from time
to time may prescribe. If there be no Vice-President, the
Board of Directors shall designate the officer of the
Corporation who, in the absence of the Chief Executive
Officer or in the event of the inability or refusal of such
officer to act, shall perform the duties of such office,
and when so acting, shall have all the powers of and be
subject to all the restrictions upon such office.

      4.7   The President of China Operations shall have
general supervision, direction and control of the financial
affairs of the Corporation pertaining to the operations in
the People's Republic of China (China). He shall perform
such other duties and exercise such other powers which are
or from time to time may be delegated to him or herby the
Chairman of the Board or the Chief Executive Officer.

      4.8   Secretary. The Secretary shall attend all
meetings of the Board of Directors and all meetings of
stockholders and record all the proceedings thereat in a
book or books to be kept for that purpose; the Secretary
shall also perform like duties for the standing committees
when required. The Secretary shall give, or cause to be
given, notice of all meetings of the stockholders and
special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board
of Directors or the Chief Executive Officer, under whose
supervision the Secretary shall be. If the Secretary shall
be unable or shall refuse to cause to be given notice of
all meetings of the stockholders and special meetings of
the Board of Directors, then any Assistant Secretary shall
perform such actions. If there be no Assistant Secretary,
then the Board of Directors or the Chief Executive Officer
may choose another officer to cause such notice to be given.
The Secretary shall have custody of the seal of the
Corporation and the Secretary or any Assistant Secretary,
if there be one, shall have authority to affix the same to
any instrument requiring it and when so affixed, it may be
attested by the signature of the Secretary or by the
signature of any such Assistant Secretary. The Board of
Directors may give general authority to any other officer
to affix the seal of the Corporation and to attest the
affixing by his signature. The Secretary shall see that all
books, reports, statements, certificates and other
documents and records required by law to be kept or filed
are properly kept or filed, as the case may be.

      4.9   Treasurer. The Treasurer shall have the custody
of the corporate funds and securities and shall keep full
and accurate accounts of receipts and disbursements in
books belonging to the Corporation and shall deposit all
moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be
designated by the Board of Directors. The Treasurer shall
disburse the funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Chief Executive
Officer and the Board of Directors, at its regular meetings,
or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial
condition of the Corporation. If required by the Board of
Directors, the Treasurer shall give the Corporation a bond
in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the
restoration to the Corporation, in case of his death,
resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of
whatever kind in his possession or under his control
belonging to the Corporation.

      4.10  Assistant Secretaries. Except as may be
otherwise provided in these Bylaws, Assistant Secretaries,
if there be any, shall perform such duties and have such
powers as from time to time may be assigned to them by the
Board of Directors, the Chief Executive Officer, any Vice
President, if there be one, or the Secretary, and in the
absence of the Secretary or in the event of his disability
or refusal to act, shall perform the duties of the
Secretary, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the Secretary.

      4.11  Assistant Treasurers. Assistant Treasurers, if
there be any, shall perform such duties and have such
powers as from time to time may be assigned to them by the
Board of Directors, the Chief Executive Officer, any Vice
President, if there be one, or the Treasurer, and in the
absence of the Treasurer or in the event of his disability
or refusal to act, shall perform the duties of the
Treasurer, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the Treasurer.
If required by the Board of Directors, an Assistant Treasurer
shall give the Corporation a bond in such sum and with such
surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of his
office and for the restoration to the Corporation, in case
of his death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control
belonging to the Corporation.

      4.12  Controller. The Controller shall establish and
maintain the accounting records of the Corporation in
accordance with generally accepted accounting principles
applied on a consistent basis, maintain proper internal
control of the assets of the Corporation and shall perform
such other duties as the Board of Directors, the Chief
Executive Officer or any Vice President of the Corporation
may prescribe.

      4.13  Other Officers. Such other officers as the
Board of Directors may choose shall perform such duties and
have such powers as from time to time maybe assigned to
them by the Board of Directors. The Board of Directors may
delegate to any other officer of the Corporation the power
to choose such other officers and to prescribe their
respective duties and powers.

      4.14  Vacancies. The Board of Directors shall have
the power to fill any vacancies in any office occurring
from whatever reason.

      4.15  Resignations. Any officer may resign at any
time by submitting his written resignation to the
Corporation. Such resignation shall take effect at the time
of its receipt by the Corporation, unless another time be
fixed in the resignation, in which case it shall become
effective at the time so fixed. The acceptance of a
resignation shall not be required to make it effective.

      4.16  Removal. Subject to the provisions of any
employment agreement approved by the Board of Directors,
any officer of the Corporation may be removed at any time,
with or without cause, by the Board of Directors.

                         ARTICLE V
                       CAPITAL STOCK

      5.1   Form of Certificates. Every holder of stock in
the Corporation shall be entitled to have a certificate
signed, in the name of the Corporation (i) by the Chairman
of the Board, Chief Executive Officer or President of China
Operations, and (ii) by the Chief Financial Officer, or the
Secretary or an Assistant Secretary of the Corporation,
certifying the number of shares owned by him in the
Corporation.

      5.2   Signatures. Any or all of the signatures on the
certificate may be a facsimile, including, but not limited
to, signatures of officers of the Corporation and
countersignatures of a transfer agent or registrar. In case
an officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if
he were such officer, transfer agent or registrar at the
date of issue.

      5.3   Lost Certificates. The Board of Directors may
direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued
by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate of stock to be lost,
stolen or destroyed. When authorizing such issue of a new
certificate, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to advertise
the same in such manner as the Board of Directors shall
require and/or 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, stolen or destroyed.

      5.4   Transfers. Stock of the Corporation shall be
transferable in the manner prescribed by law and in these
Bylaws. Transfers of stock shall be made on the books of
the Corporation only by the person named in the certificate
or by his attorney lawfully constituted in writing and upon
the surrender of the certificate therefor, which shall be
canceled before a new certificate shall be issued. Upon
surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the
transactions upon its books, unless the Corporation has a
duty to inquire as to adverse claims with respect to such
transfer which has not been discharged. The Corporation
shall have no duty to inquire into adverse claims with
respect to such transfer unless (a) the Corporation has
received a written notification of an adverse claim at a
time and in a manner which affords the Corporation a
reasonable opportunity to act on it prior to the issuance
of a new, reissued or re-registered share certificate and
the notification identifies the claimant, the registered
owner and the issue of which the share or shares is a part
and provides an address for communications directed to the
claimant; or (b) the Corporation has required and obtained,
with respect to a fiduciary, a copy of a will, trust,
indenture, articles of co-partnership, Bylaws or other
controlling instruments, for a purpose other than to
obtain appropriate evidence of the appointment or
incumbency of the fiduciary, and such documents indicate,
upon reasonable inspection, the existence of an adverse
claim. The Corporation may discharge any duty of inquiry by
any reasonable means, including notifying an adverse
claimant by registered or certified mail at the address
furnished by him or, if there be no such address, at his
residence or regular place of business that the security
has been presented for registration of transfer by a named
person, and that the transfer will be registered unless
within thirty days from the date of mailing the notification,
either (a) an appropriate restraining order, injunction or
other process issues from a court of competent jurisdiction;
or (b) an indemnity bond, sufficient in the Corporation's
judgment to protect the Corporation and any transfer agent,
registrar or other agent of the Corporation involved from
any loss which it or they may suffer by complying with the
adverse claim, is filed with the Corporation.

      5.5   Fixing Record Date. In order that the
Corporation may determine the stockholders entitled to
notice or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the
record is adopted by the Board of Directors, and which
record date shall not be more than sixty (60) nor less
than ten (10) days before the date of such meeting, nor
more than ten (10) days after the date upon which the
resolution fixing the record date of action with a
meeting is adopted by the Board of Directors, nor more
than sixty (60) days prior to any other action. If no
record date is fixed:

      (a)  The record date for determining stockholders
entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day
next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next
preceding the day on which the meeting is held.

      (b)  The record date for determining stockholders
entitled to express consent to corporate action in writing
without a meeting, when no prior action by the Board of
Directors is necessary, shall be the first date on which
assigned written consent is delivered to the Corporation.

      (c)   The record date for determining stockholders
for any other purpose shall be at the close of business on
the day on which the Board of Directors adopts the
resolution relating thereto.

      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; provided, however,
that the Board of Directors may fix a new record date for
the adjourned meeting.

      5.6   Registered Stockholders. Prior to due
presentment for transfer of any share or shares, the
Corporation shall treat the registered owner thereof as the
person exclusively entitled to vote, to receive
notifications and to all other benefits of ownership with
respect to such share or shares, 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 laws of the State of
Delaware.

                        ARTICLE VI
                          NOTICES

      6.1   Form of Notice. Notices to directors and
stockholders other than notices to directors of special
meetings of the Board of Directors which may be given by
any means stated in Article III, Section 4, shall be in
writing and delivered personally or mailed to the directors
or stockholders at their addresses appearing on the books
of the corporation. Notice by mail shall be deemed to be
given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.

      6.2   Waiver of Notice. Whenever any notice is
required to be given under the provisions of law or the
Certificate of Incorporation or by these Bylaws of the
Corporation, a written waiver, signed by the person or
persons entitled to notice, whether before or after the
time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person
attends a meeting for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the
purpose of, any regular, or special meeting of the
stockholders, Directors, or members of a committee of
Directors need be specified in any written waiver of notice
unless so required by the Certificate of Incorporation.

                         ARTICLE VII
        INDEMNIFICATION OF DIRECTORS AND OFFICERS

      7.1   The Corporation shall indemnify 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(other than an action by or in the right of
the Corporation) by reason of the fact that he 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 expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action,
suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.

      7.2   The Corporation shall indemnify any person who
was or is a party, or is threatened to be made a party to
any threatened, pending or completed action or suit by or
in the right of the Corporation to procure a judgment in
its favor by reason of the fact that he 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 expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good
faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Corporation and
except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Corporation unless
and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall
determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

      7.3   To the extent that a director, officer,
employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 1 or 2 of this Article,
or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in
connection therewith.

      7.4   Any indemnification under sections 1 or 2 of
this Article (unless ordered by a court) shall be made by
the Corporation only as authorized in the specific case
upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set
forth in such section. Such determination shall be made:

       (a)  By the Board of Directors by a majority
            vote of a quorum consisting of directors
            who were not parties to such action, suit
            or proceeding, or

       (b)  If such a quorum is not obtainable, or,
            even if obtainable a quorum of disinterested
            directors so directs, by independent legal
            counsel in a written opinion, or

       (c)  By the stockholders.

      7.5   Expenses (including attorneys' fees) incurred
by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding
may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by
the Corporation as authorized in this Section. Such expenses
(including attorneys' fees) incurred by other employees and
agents may be so paid upon such terms and conditions, if
any, as the Board of Directors deems appropriate.

      7.6   The indemnification and advancement of expenses
provided by, or granted pursuant to the other sections of
this Article shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement
of expenses may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity
and as to action in another capacity while holding such
office.

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

      7.8   For purposes of this Article, references to
"the Corporation" shall include, in addition to the
resulting Corporation, any constituent Corporation
(including any constituent of a constituent)
absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and
authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent
Corporation, or is or was serving at the request of such
constituent Corporation as a director, officer, employee
or agent of another Corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position
under this Article with respect to the resulting or
surviving Corporation as he would have with respect to
such constituent Corporation of its separate existence
had continued.

      7.9   For purposes of this Article, references to
"other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes
assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the
Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes
duties on, or involves services by, such director, officer,
employee, or agent with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted
in good faith and in a manner he reasonably believed to be
in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted
in a manner "not opposed to the best interests of the
Corporation" as referred to in this Article.

      7.10  The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article shall,
unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such a person.

      7.11  No director or officer of the Corporation shall
be personally liable to the Corporation or to any
stockholder of the Corporation for monetary damages for
breach of fiduciary duty as a director or officer, provided
that this provision shall not limit the liability of a
director or officer (i) for any breach of the director's or
the officer's duty of loyalty to the Corporation or
its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General
Corporation Law of Delaware, or (iv) for any transaction
from which the director or officer derived an improper
personal benefit.

                      ARTICLE VIII
                   GENERAL PROVISIONS

      8.1   Reliance on Books and Records. Each Director,
each member of any committee designated by the Board of
Directors, and each officer of the Corporation, shall in
the performance of his duties, be fully protected in
relying in good faith upon the books of account or other
records of the Corporation, including reports made to the
Corporation by any of its officers, by an independent
certified public accountant, or by an appraiser selected
with reasonable care.

      8.2   Dividends. Subject to the provisions of the
Certificate of Incorporation, if any, dividends upon the
capital stock of the Corporation maybe declared by the
Board of Directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in
property, or in shares of the capital stock, subject to
the provisions of the Certificate of Incorporation. Before
payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such
sum or sums as the Directors from time to time, in their
absolute discretion, think proper as a reserve or reserves
to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation,
or for such other purpose as the Directors shall think
conducive to the interest of the Corporation, and the
Directors may modify or abolish any such reserve in the
manner in which it was created.

      8.3   Annual Statement. The Board of Directors shall
present at each annual meeting, and at any special meeting
of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business
and condition of the Corporation.

      8.4   Checks. All checks or demands for money and
notes of the Corporation shall be signed by such officer or
officers or such other persons as the Board of Directors
may from time to time designate.

      8.5   Fiscal Year. The fiscal year of the Corporation
shall be as determined by the Board of Directors. If the
Board of Directors shall fail to do so, the Chief Executive
Officer shall fix the fiscal year.


      8.6   Seal. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its
organization and the words "Corporate Seal, Delaware". The
seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

      8.7   Amendments. The original or other Bylaws may be
adopted, amended or repealed by the stockholders entitled
to vote thereon at any regular or special meeting or, if
the Certificate of Incorporation so provides, by the Board
of Directors, the fact that such power has been so
conferred upon the Board of Directors shall not divest the
stockholders of the power nor limit their power to adopt,
amend or repeal Bylaws.

      8.8   Interpretation of Bylaws. All words, terms and
provisions of these Bylaws shall be interpreted and defined
by and in accordance with the General Corporation Law of
the State of Delaware, as amended, and as amended from time
to time hereafter.