**Exhibit 3.(ii)**

**BYLAWS**

**OF**

**RMINTEGRATED, INC.**

A Delaware Corporation

ARTICLEIOFFICES

Section 1.                                            Registered Office. The registered office of the corporation in the State of Delaware shallbe located at 1209 Orange Street, in the city of Wilmington, County of NewCastle 19801.  The name of thecorporation’s registered agent at such address shall be The Corporation TrustCompany.  The registered office and/orregistered agent of the corporation may be changed from time to time by actionof the Board of Directors.

Section 2.                                            Other Offices. The corporation may also have offices at such other places, both withinand without the State of Delaware, as the Board of Directors may from time totime determine or the business of the corporation may require.

ARTICLE IIMEETINGS OF STOCKHOLDERS

Section 1.                                            Place and Time of Meetings. The date, time and place of the annual meeting shall be determined bythe Board of Directors of the corporation.

Section 2.                                            Special Meetings. Special meetings of stockholders may be called for any purpose and maybe held at such time and place, within or outside of the State of Delaware, asshall be stated in a notice of meeting or in a duly executed waiver of noticethereof.  Except as otherwise provided inthe certificate of incorporation, such meetings may only be called upon thewritten request of holders of shares entitled to cast not less than fiftypercent of the votes at the meeting. Such written request shall state the purpose or purposes of the meetingand shall be delivered to the highest ranking officer then in office (the “RankingOfficer”).  On such written request,the Ranking Officer shall fix a date and time for such meeting within two (2)days of the date requested for such meeting in such written request.  Business transacted at any special meeting ofstockholders shall be limited to the purposes stated in the notice.

Section 3.                                            Place of Meetings. The Board of Directors may designate any place, either within or outsideof the State of Delaware, as the place of meeting for any annual meeting or forany special meeting.  If no designationis made, the place of meeting shall be the principal executive office of thecorporation.

Section 4.                                            Notice.  Wheneverstockholders are required or permitted to take action at a meeting, written orprinted notice stating the place, date, time, and, in the case of specialmeetings, the

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purpose or purposes, of such meeting, shall be givento each stockholder entitled to vote at such meeting not less than 10 nor morethan 60 days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by orat the direction of the Board of Directors, the Chief Executive Officer or theSecretary, and if mailed, such notice shall be deemed to be delivered whendeposited in the United States mail, postage prepaid, addressed to thestockholder at his, her or its address as the same appears on the records ofthe corporation.  Attendance of a personat a meeting shall constitute a waiver of notice of such meeting, except whenthe person attends for the express purpose of objecting at the beginning of themeeting to the transaction of any business because the meeting is not lawfullycalled or convened.

Section 5.                                            Stockholders List. The officer having charge of the stock ledger of the corporation shallmake, at least 10 days before every meeting of the stockholders, a completelist of the stockholders entitled to vote at such meeting arranged inalphabetical order, showing the address of each stockholder and the number ofshares registered in the name of each stockholder.  Such list shall be open to the examination ofany stockholder, for any purpose germane to the meeting, during ordinarybusiness hours, for a period of at least 10 days prior to the annual meeting atthe place where the meeting is to be held. The list shall also be produced and kept at the time and place of themeeting during the whole time thereof, and may be inspected by any stockholderwho is present.

Section 6.                                            Quorum.  The holdersof a majority of the outstanding shares of capital stock entitled to vote,present in person or represented by proxy, shall constitute a quorum at allmeetings of the stockholders, except as otherwise provided by statute or by thecertificate of incorporation.  If aquorum is not present, the holders of a majority of the shares of capital stockpresent in person or represented by proxy at the meeting, and entitled to voteat the meeting, may adjourn the meeting to another time and/or place.

Section 7.                                            Conduct of Meetings. The Chairman, if any, and in hisabsence or discretion, any person chosen by the stockholders present shall callthe meeting of the stockholders to order and shall act as chairman of themeeting, and the Secretary of the corporation shall act as secretary of all meetingsof the stockholders, but, in the absence or upon the request of the Secretary,the presiding officer may appoint any other person to act as secretary of themeeting.

Section 8.                                            Adjourned Meetings. When a meeting is adjourned to another time and place, notice need notbe given of the adjourned meeting if the time and place thereof are announcedat the meeting at which the adjournment is taken.  At the adjourned meeting the corporation maytransact any business which might have been transacted at the originalmeeting.  If the adjournment is for morethan thirty days, or if after the adjournment a new record date is fixed forthe adjourned meeting, a notice of the adjourned meeting shall be given to eachstockholder of record entitled to vote at the meeting.

Section 9.                                            Vote Required. When a quorum is present, the affirmative vote of the majority of sharespresent in person or represented by proxy at the meeting and entitled to voteon the subject matter shall be the act of the stockholders, unless the questionis one upon which by express provisions of an applicable law or of thecertificate of incorporation a different vote is required, in which case suchexpress provision shall govern and control the decision of such question.

Section 10.                                      Voting Rights. Except as otherwise provided by the General Corporation Law of the Stateof Delaware or by the certificate of incorporation of the corporation or anyamendments thereto and subject to Section 3 of Article VI hereof, everystockholder shall at every meeting of the stockholders be entitled to one votein person or by proxy for each share of common stock held by such stockholderand no votes for any other class or series of capital stock held by suchstockholder.

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Section 11.                                      Proxies.  Eachstockholder entitled to vote at a meeting of stockholders or to express consentor dissent to corporate action in writing without a meeting may authorizeanother person or persons to act for him, her or it by proxy, but no such proxyshall be voted or acted upon after three years from its date, unless the proxyprovides for a longer period.

Section 12.                                      Action by Written Consent. Unless otherwise provided in the certificate of incorporation, anyaction required to be taken at any annual or special meeting of stockholders ofthe corporation, or any action which may be taken at any annual or specialmeeting of such stockholders, may be taken without a meeting, without priornotice and without a vote, if a consent or consents in writing, setting forththe action so taken and bearing the dates of signature of the stockholders whosigned the consent or consents, shall be signed by the holders of outstandingstock having not less than the minimum number of votes that would be necessaryto authorize or take such action at a meeting at which all shares entitled tovote thereon were present and voted and shall be delivered to the corporationby delivery to its registered office in the state of Delaware, or thecorporation’s principal place of business, or an officer or agent of the corporationhaving custody of the book or books in which proceedings of meetings of thestockholders are recorded.  Delivery madeto the corporation’s registered office shall be by hand or by certified orregistered mail, return receipt requested. All consents properly delivered in accordance with this section shall bedeemed to be recorded when so delivered. No written consent shall be effective to take the corporate actionreferred to therein unless, within sixty days of the earliest dated consentdelivered to the corporation as required by this section, written consentssigned by the holders of a sufficient number of shares to take such corporateaction are so recorded.  Prompt notice ofthe taking of the corporate action without a meeting by less than unanimouswritten consent shall be given to those stockholders who have not consented inwriting and who, if the action had been taken at a meeting, would have beenentitled to notice of the meeting if the record date for such meeting had beenthe date that written consents signed by a sufficient number of holders to takethe action were delivered to the corporation. Any action taken pursuant to such written consent or consents of thestockholders shall have the same force and effect as if taken by the stockholdersat a meeting thereof.

ARTICLE IIIDIRECTORS

Section 1.                                            General Powers. The business and affairs of the corporation shall be managed by or underthe direction of the Board of Directors.

Section 2.                                            Number, Election and Term of Office. The Board of Directors of the corporation shall consist of that numberof directors as determined from time to time by the Board of Directors, butshall in no event exceed ten.  Thedirectors shall be elected by a plurality of the votes of the shares present inperson or represented by proxy at the meeting and entitled to vote in theelection of directors.  The directorsshall be elected in this manner at the annual meeting of the stockholders,except as provided in Section 4 of this Article III.  Each director elected shall hold office untila successor is duly elected and qualified or until his or her earlier death,resignation or removal as hereinafter provided. The provisions contained in this Article III shall be subject to theterms and conditions of any stockholders agreement then in effect by and amongthe corporation and any of its stockholders (the “Stockholders Agreements”)and the certificate of incorporation.

Section 3.                                            Removal and Resignation. Subject to the provisions of the Stockholders Agreements, any directoror the entire Board of Directors may be removed at any time, with or withoutcause, by the holders of a majority of the shares then entitled to vote at anelection of directors.

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Whenever the holders of any class or series areentitled to elect one or more directors by the provisions of the corporation’scertificate of incorporation or the Stockholders Agreements, the provisions ofthis section shall apply, in respect to the removal without cause of a directoror directors so elected, to the vote of the holders of the outstanding sharesof that class or series and not to the vote of the outstanding shares as awhole. Any director may resign at any time upon written notice to thecorporation.

Section 4.                                            Vacancies. Subject to the provisions of the StockholdersAgreements, vacancies and newly created directorships resulting from anyincrease in the authorized number of directors may be filled by the remainingBoard of Directors, even if less than a quorum, and in accordance with theStockholders Agreements.  Each directorso chosen shall hold office until a successor is duly elected and qualified oruntil his or her earlier death, resignation or removal as herein provided.

Section 5.                                            Annual Meetings. An annual meeting of the Board of Directors may be held without othernotice than this by-law immediately after, and at the same place as, the annualmeeting of stockholders.

Section 6.                                            Other Meetings and Notice. Regular meetings, other than the annual meeting, of the Board ofDirectors may be held without notice at such time and at such place as shallfrom time to time be determined by resolution of the board.  Special meetings of the Board of Directorsmay be called by or at the request of the Ranking Officer on at leasttwenty-four (24) hours notice to each director, either personally, bytelephone, by mail, or by facsimile; in like manner and on like notice theRanking Officer must call a special meeting on the written request of at leasttwo of the directors.

Section 7.                                            Quorum, Required Vote and Adjournment. Each director shall be entitled to one vote except as otherwise providedin the certificate of incorporation. Directors then in office (and specifically excluding any vacancies)holding a majority of the votes of all directors (or such greater numberrequired by applicable law) shall constitute a quorum for the transaction ofbusiness.  The vote of directors holdinga majority of votes present at a meeting at which a quorum is present shall bethe act of the Board of Directors.  If aquorum shall not be present at any meeting of the Board of Directors, thedirectors present thereat may adjourn the meeting from time to time, withoutnotice other than announcement at the meeting, until a quorum shall be present.

Section 8.                                            Conduct of Meetings. The Chairman, if any, and in his absence or discretion, any personchosen by the directors present shall call meetings of the Board of Directorsto order and shall act as chairman of the meeting.  The Secretary of the corporation shall act assecretary of all meetings of the Board of Directors, but, in the absence orupon the request of the Secretary, the presiding officer may appoint any otherperson to act as secretary of the meeting.

Section 9.                                            Committees. The Board of Directors may, by resolution passed bya majority of the whole board, designate one or more committees, each committeeto consist of one or more of the directors of the corporation, which to theextent provided in such resolution or these bylaws shall have and may exercisethe powers of the Board of Directors in the management and affairs of thecorporation except as otherwise limited by law. The Board of Directors may designate one or more directors as alternatemembers of any committee, who may replace any absent or disqualified member atany meeting of the committee.  Suchcommittee or committees shall have such name or names as may be determined fromtime to time by resolution adopted by the Board of Directors.  Each committee shall keep regular minutes ofits meetings and report the same to the Board of Directors when required.

Section 10.                                      Committee Rules. Each committee of the Board of Directors may fix its own rules ofprocedure and shall hold its meetings as provided by such rules, except as mayotherwise be provided by a resolution of the Board of Directors designatingsuch committee.

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Section 11.                                      Communications Equipment. Members of the Board of Directors or any committee thereof mayparticipate in and act at any meeting of such board or committee through theuse of a conference telephone or other communications equipment by means ofwhich all persons participating in the meeting can hear each other, andparticipation in the meeting pursuant to this section shall constitute presencein person at the meeting.

Section 12.                                      Waiver of Notice and Presumption ofConsent.  Any member of the Board of Directors or anycommittee thereof who is present at a meeting shall be conclusively presumed tohave waived notice of such meeting except when such member attends for theexpress purpose of objecting at the beginning of the meeting to the transactionof any business because the meeting is not lawfully called or convened.  Such member shall be conclusively presumed tohave consented to any action taken unless his or her dissent shall be enteredin the minutes of the meeting or unless his or her written dissent to suchaction shall be filed with the person acting as the secretary of the meetingbefore the adjournment thereof or shall be forwarded by registered mail to theSecretary of the corporation immediately after the adjournment of themeeting.  Such right to dissent shall notapply to any member who voted in favor of such action.

Section 13.                                      Action by Written Consent. Unless otherwise restricted by the certificate of incorporation, anyaction required or permitted to be taken at any meeting of the Board ofDirectors, or of any committee thereof, may be taken without a meeting if allmembers of the board or committee, as the case may be, consent thereto inwriting, and the writing or writings are filed with the minutes of proceedingsof the board or committee.

ARTICLE IVOFFICERS

Section 1.                                            Number.  The officersof the corporation shall be elected by the Board of Directors and may consistof a chief executive officer, a president, any number of vice presidents, asecretary, any number of assistant secretaries, a treasurer, any number ofassistant treasurers and such other officers and assistant officers as may bedeemed necessary or desirable by the Board of Directors.  Any number of offices may be held by the sameperson.  In its discretion, the Board ofDirectors may choose not to fill any office for any period as it may deemadvisable, except that the offices of chief executive officer, president andsecretary shall be filled as expeditiously as possible.

Section 2.                                            Election and Term of Office. The officers of the corporation shall be elected annually by the Boardof Directors at its first meeting held after each annual meeting ofstockholders or as soon thereafter as conveniently may be.  Vacancies may be filled or new officescreated and filled at any meeting of the Board of Directors.  Each officer shall hold office until asuccessor is duly elected and qualified or until his or her earlier death,resignation or removal as hereinafter provided.

Section 3.                                            Removal.  Any officeror agent elected by the Board of Directors may be removed by the Board ofDirectors whenever in its judgment the best interests of the corporation wouldbe served thereby, but such removal shall be without prejudice to the contractrights, if any, of the person so removed.

Section 4.                                            Vacancies.  Any vacancyoccurring in any office because of death, resignation, removal,disqualification or otherwise, may be filled by the Board of Directors for theunexpired portion of the term by the Board of Directors then in office.

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Section 5.                                            Compensation. Compensation of all officers shall be fixed by the Board of Directors,and no officer shall be prevented from receiving such compensation by virtue ofhis or her also being a director of the corporation.

Section 6.                                            Chairman of the Board. The Chairman of the Board, if one be chosen by the Board of Directors,shall preside at all meetings of the Board of Directors and of the stockholdersand shall perform all duties incident to the office of the Chairman of theBoard of the corporation and such other duties as may be prescribed by theBoard of Directors from time to time.  Inthe event that any member of the Board disagrees with the manner in which the Chairmanof the Board is discharging the duties incident to the office of the Chairmanof the Board, such member shall have the right to call a vote of the Board ofDirectors, the vote of a majority of whom shall prevail.

Section 7.                                            Chief Executive Officer. The Board of Directors may from time to time designate the Chairman ofthe Board, if any, or the President of the corporation as the Chief ExecutiveOfficer of the corporation.  ThePresident shall be the Chief Executive Officer whenever the office of Chairmanof the Board of the corporation is vacant. The Board of Directors may also designate the Chairman of the Board, ifany, and any officer of the corporation as Co-Chief Executive Officers, eachindividually authorized to perform all duties of the Chief Executive Officerset forth herein.  Subject to the controlof the Board of Directors, the Chief Executive Officer shall in generalsupervise and control all of the business and affairs of the corporation.  He or she shall have authority, subject tosuch rules as may be prescribed by the Board of Directors, to appoint andremove such agents and employees of the corporation as he or she shall deemnecessary to prescribe their powers, duties and compensation, and to delegateauthority to them.  He or she shall haveauthority to sign, execute and acknowledge, on behalf of the corporation, alldeeds, mortgages, securities, contracts, leases, reports, and all otherdocuments or other instruments necessary or proper to be executed in the courseof the corporation’s regular business, or which shall be authorized byresolution of the Board of Directors; and, except as otherwise provided by lawor the Board of Directors, he or she may authorize any elected President, VicePresident or other officer or agent of the corporation to sign, execute andacknowledge such documents or instruments in his or her place and stead.  In general, he or she shall perform allduties incident to the office of Chief Executive Officer of the corporation andsuch other duties as may be prescribed by the Board of Directors from time totime.

Section 8.                                            President. Unless the Board of Directors otherwise provides, inthe absence of the Chairman of the Board, in the event of his inability orrefusal to act, or in the event of a vacancy in the office of the Chairman ofthe Board, the President shall perform the duties of the Chairman of the Board,and when so acting shall have all the powers of and be subject to all therestrictions upon the Chairman of the Board. Unless the Board of Directors otherwise provides, in the absence of theChief Executive Officer or in the event of his or her inability or refusal toact, or in the event of a vacancy in the office of the Chief Executive Officer,the President shall perform the duties of the Chief Executive Officer, and whenso acting shall have all the powers of and be subject to all the restrictionsupon the Chief Executive Officer.  ThePresident shall have authority, subject to such rules as may be prescribed bythe Board of Directors, to appoint such agents and employees of the corporationas he or she shall deem necessary, to prescribe their powers, duties andcompensation, and to delegate authority to them.  He or she shall have authority to sign,execute and acknowledge, on behalf of the corporation, all deeds, mortgages,bonds, stock certificates, contracts, leases, reports and all other documentsor instruments necessary or proper to be executed in the course of thecorporation’s regular business, or which shall be authorized by resolution ofthe Board of Directors; and, except as otherwise provided by law or the Boardof Directors, he or she may authorize any Vice President or other officer oragent of the corporation to sign, execute and acknowledge such documents orinstruments in his or her place and stead. In general he or she shall perform all duties incident to the office ofthe President and such other duties as may be prescribed by the Board ofDirectors from time to time.

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Section 9.                                            Vice-Presidents. The Vice-President, or if there shall be more than one, theVice-Presidents in the order determined by the Board of Directors, shall, inthe absence or disability of the President, act with all of the powers and besubject to all the restrictions of the President.  The Vice-Presidents shall also perform suchother duties and have such other powers as the Board of Directors, the ChiefExecutive Officer or these Bylaws may, from time to time, prescribe.

Section 10.                                      The Secretary and Assistant Secretaries. The Secretary shall attend all meetings of the Board of Directors, allmeetings of the committees thereof and all meetings of the stockholders andrecord all the proceedings of the meetings in a book or books to be kept forthat purpose.  Under the Chief ExecutiveOfficer’s supervision, the Secretary shall give, or cause to be given, allnotices required to be given by these Bylaws or by law; shall have such powersand perform such duties as the Board of Directors, the Chief Executive Officeror these Bylaws may, from time to time, prescribe; and shall have custody ofthe corporate seal of the corporation. The Secretary, or an Assistant Secretary, shall have authority to affixany corporate seal to any instrument requiring it and when so affixed, it maybe attested by his or her signature or by the signature of such Assistant Secretary.  The Board of Directors may give generalauthority to any other officer to affix the seal of the corporation and toattest the affixing by his or her signature. The Assistant Secretary, or if there be more than one, the AssistantSecretaries in the order determined by the Board of Directors, shall, in theabsence or disability of the Secretary, perform the duties and exercise thepowers of the Secretary and shall perform such other duties and have such otherpowers as the Board of Directors, the Chief Executive Officer or the Secretarymay, from time to time, prescribe.

Section 11.                                      The Treasurer and Assistant Treasurer. The Treasurer shall have the custody of the corporate funds andsecurities; shall keep full and accurate accounts of receipts and disbursementsin books belonging to the corporation; shall deposit all monies and othervaluable effects in the name and to the credit of the corporation as may beordered by the Board of Directors; shall cause the funds of the corporation tobe disbursed when such disbursements have been duly authorized, taking propervouchers for such disbursements; and shall render to the Chief ExecutiveOfficer and the Board of Directors, at its regular meeting or when the Board ofDirectors so requires, an account of the corporation; shall have such powersand perform such duties as the Board of Directors, the Chief Executive Officeror these Bylaws may, from time to time, prescribe.  If required by the Board of Directors, theTreasurer shall give the corporation a bond (which shall be rendered every six(6) years) in such sums and with such surety or sureties as shall besatisfactory to the Board of Directors for the faithful performance of theduties of the office of Treasurer and for the restoration to the corporation, incase of death, resignation, retirement, or removal from office, of all books,papers, vouchers, money, and other property of whatever kind in the possessionor under the control of the Treasurer belonging to the corporation.  The Assistant Treasurer, or if there shall bemore than one, the Assistant Treasurers in the order determined by the Board ofDirectors, shall in the absence or disability of the Treasurer, perform theduties and exercise the powers of the Treasurer.  The Assistant Treasurers shall perform suchother duties and have such other powers as the Board of Directors, the ChiefExecutive Officer or Treasurer may, from time to time, prescribe.

Section 12.                                      Other Officers, Assistant Officers andAgents.  Officers, assistant officers and agents, ifany, other than those whose duties are provided for in these Bylaws, shall havesuch authority and perform such duties as may from time to time be prescribedby resolution of the Board of Directors.

Section 13.                                      Absence or Disability of Officers. In the case of the absence or disability of any officer of thecorporation and of any person hereby authorized to act in such officer’s placeduring such officer’s absence or disability, the Board of Directors may byresolution delegate the powers and duties of such officer to any other officeror to any director, or to any other person whom it may select.

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ARTICLEVINDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1.                                            Nature of Indemnity. Each person who was or is made a party or is threatened to be made aparty to or is involved in any action, suit or proceeding, whether civil,criminal, administrative or investigative (hereinafter a “proceeding”), byreason of the fact that he or she, or a person of whom he or she is the legalrepresentative, is or was a director or officer, of the corporation or is orwas serving at the request of the corporation as a director, officer, employee,fiduciary, or agent of another corporation or of a partnership, joint venture,trust or other enterprise, shall be indemnified and held harmless by thecorporation to the fullest extent which it is empowered to do so unlessprohibited from doing so by the General Corporation Law of the State ofDelaware, as the same exists or may hereafter be amended (but, in the case ofany such amendment, only to the extent that such amendment permits thecorporation to provide broader indemnification rights than said law permittedthe corporation to provide prior to such amendment) against all expense,liability and loss (including attorneys’ fees actually and reasonably incurredby such person in connection with such proceeding) and such indemni­ficationshall inure to the benefit of his or her heirs, executors and administrators;provided, however, that, except as provided in Section 2 hereof, thecorporation shall indemnify any such person seeking indemnification inconnection with a proceeding initiated by such person only if such proceedingwas authorized by the board of directors of the corporation.  The right to indemnification conferred inthis Article V shall be a contract right and, subject to Sections 2 and 5hereof, shall include the right to be paid by the corporation the expensesincurred in defending any such proceeding in advance of its final disposition.  The corporation may, by action of its boardof directors, provide indemnification to employees and agents of thecorporation with the same scope and effect as the foregoing indemnification ofdirectors and officers.

Section 2.                                            Procedure for Indemnification ofDirectors and Officers.  Any indemnification of adirector or officer of the corporation under Section 1 of thisArticle V or advance of expenses under Section 5 of thisArticle V shall be made promptly, and in any event within 30 days, uponthe written request of the director or officer. If a determination by the corporation that the director or officer isentitled to indemnification pursuant to this Article V is required, andthe corporation fails to respond within sixty days to a written request forindemnity, the corpo­ration shall be deemed to have approved the request.  If the corporation denies a written requestfor indemnification or advancing of expenses, in whole or in part, or ifpayment in full pursuant to such request is not made within 30 days, the rightto indemnification or advances as granted by this Article V shall beenforceable by the director or officer in any court of competentjurisdiction.  Such person’s costs andexpenses incurred in connection with successfully establishing his or her rightto indemnification, in whole or in part, in any such action shall also beindemnified by the corporation.  It shallbe a defense to any such action (other than an action brought to enforce aclaim for expenses incurred in defending any proceeding in advance of its finaldisposition where the required undertaking, if any, has been tendered to thecorporation) that the claimant has not met the standards of conduct which makeit permissible under the General Corporation Law of the State of Delaware forthe corporation to indemnify the claimant for the amount claimed, but theburden of such defense shall be on the corporation.  Neither the failure of the corporation(including its board of directors, independent legal counsel or itsstockholders) to have made a determination prior to the commencement of suchaction that indemnification of the claimant is proper in the circumstancesbecause he or she has met the applicable standard of conduct set forth in theGeneral Corporation Law of the State of Delaware, nor an actual determinationby the corporation (including its board of directors, independent legalcounsel, or its stockholders) that the claimant has not met such applicablestandard of conduct, shall be a defense to the action or create a presumptionthat the claimant has not met the applicable standard of conduct.

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Section 3.                                            Article Not Exclusive. The rights to indemnifi­cation and the payment of expenses incurred indefending a proceeding in advance of its final disposition conferred in thisArticle V shall not be exclusive of any other right which any person may haveor hereafter acquire under any statute, provision of the certificate ofincorporation, by-law, agreement, vote of stockholders or disinteresteddirectors or otherwise.

Section 4.                                            Insurance.  The corporationmay purchase and main­tain insurance on its own behalf and on behalf of anyperson who is or was a director, officer, employee, fiduciary, or agent of thecorporation 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 or her andincurred by him or her in any such capacity, whether or not the corporationwould have the power to indemnify such person against such liability under thisArticle V.

Section 5.                                            Expenses.  Expensesincurred by any person described in Section 1 of this Article V indefending a proceeding shall be paid by the corporation in advance of suchproceeding’s final disposition unless otherwise determined by the board ofdirectors in the specific case upon receipt of an undertaking by or on behalfof the director or officer to repay such amount if it shall ultimately bedetermined that he or she is not entitled to be indemnified by thecorporation.  Such expenses incurred byother employees and agents may be so paid upon such terms and conditions, ifany, as the board of directors deems appropriate.

Section 6.                                            Employees and Agents. Persons who are not covered by the foregoing provisions of thisArticle V and who are or were employees or agents of the corporation, orwho are or were serving at the request of the corporation as employees oragents of another corporation, partnership, joint venture, trust or otherenterprise, may be indemnified to the extent authorized at any time or fromtime to time by the board of directors.

Section 7.                                            Contract Rights. The provisions of this Article V shall be deemed to be a contractright between the corporation and each director or officer who serves in anysuch capacity at any time while this Article V and the relevant provisionsof the General Corporation Law of the State of Delaware or other appli­cablelaw are in effect, and any repeal or modification of this Article V or anysuch law shall not affect any rights or obliga­tions then existing with respectto any state of facts or proceeding then existing.

Section 8.                                            Merger or Consolidation. For purposes of this Article V, references to “the corporation”shall include, in addition to the resulting corporation, any constituentcorporation (including any constituent of a constituent) absorbed in a con­solidationor merger which, if its separate existence had continued, would have had powerand authority to indemnify its directors, officers, and employees or agents, sothat any person who is or was a director, officer, employee or agent of suchconstituent corporation, or is or was serving at the request of suchconstituent corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise, shall standin the same position under this Article V with respect to the resulting orsurviving corporation as he or she would have with respect to such constituentcorporation if its separate existence had continued.

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ARTICLEVICERTIFICATES OF STOCK; RECORD DATE

Section 1.                                            Form.  Every holderof stock in the corporation shall be entitled to have a certificate, signed by,or in the name of the corporation by the Chief Executive Officer or a Vice-Presidentand the Secretary or an Assistant Secretary of the corporation, certifying thenumber of shares owned by such holder in the corporation.  If such a certificate is countersigned (1) bya transfer agent or an assistant transfer agent other than the corporation orits employee or (2) by a registrar, other than the corporation or its employee,the signature of any such Chief Executive Officer, Vice-President, Secretary,or Assistant Secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimilesignature or signatures have been used on, any such certificate or certificatesshall cease to be such officer or officers of the corporation whether becauseof death, resignation or otherwise before such certificate or certificates havebeen delivered by the corporation, such certificate or certificates maynevertheless be issued and delivered as though the person or persons who signedsuch certificate or certificates or whose facsimile signature or signatureshave been used thereon had not ceased to be such officer or officers of thecorporation.  All certificates for sharesshall be consecutively numbered or otherwise identified.  The name of the person to whom the sharesrepresented thereby are issued, with the number of shares and date of issue,shall be entered on the books of the corporation.  Shares of stock of the corporation shall onlybe transferred on the books of the corporation by the holder of record thereofor by such holder’s attorney duly authorized in writing, upon surrender to thecorporation of the certificate or certificates for such shares endorsed by theappropriate person or persons, with such evidence of the authenticity of suchendorsement, transfer, authorization, and other matters as the corporation may reasonablyrequire, and accompanied by all necessary stock transfer stamps.  In that event, it shall be the duty of thecorporation to issue a new certificate to the person entitled thereto, cancelthe old certificate or certificates, and record the transaction on itsbooks.  The Board of Directors mayappoint a bank or trust company organized under the laws of the United Statesor any state thereof to act as its transfer agent or registrar, or both inconnection with the transfer of any class or series of securities of thecorporation.

Section 2.                                            Lost Certificates. The Board of Directors may direct a new certificate or certificates tobe issued in place of any certificate or certificates previously issued by thecorporation alleged to have been lost, stolen, or destroyed, upon the making ofan affidavit of that fact by the person claiming the certificate of stock to belost, stolen, or destroyed.  Whenauthorizing such issue of a new certificate or certificates, the Board ofDirectors may, in its discretion and as a condition precedent to the issuancethereof, require the owner of such lost, stolen, or destroyed certificate orcertificates, or his, her or its legal representative, to give the corporationa bond sufficient to indemnify the corporation against any claim that may bemade against the corporation on account of the loss, theft or destruction ofany such certificate or the issuance of such new certificate.

Section 3.                                            Fixing a Record Date for StockholderMeetings.  In order that the corporation may determinethe stockholders entitled to notice of or to vote at any meeting ofstockholders or any adjournment thereof, the Board of Directors may fix arecord date, which record date shall not precede the date upon which theresolution fixing the record date is adopted by the Board of Directors, andwhich record date shall not be more than sixty (60) nor less than ten (10) daysbefore the date of such meeting.  If norecord date is fixed by the Board of Directors, the record date for determiningstockholders entitled to notice of or to vote at a meeting of stockholdersshall be the close of business on the next day preceding the day on whichnotice is given, or if notice is waived, at the close of business on the daynext preceding the day on which the meeting is held.  A determination of stockholders of recordentitled to notice of or to vote at a meeting of stockholders shall apply toany adjournment of the meeting; provided, however, that the Board of Directorsmay fix a new record date for the adjourned meeting.

Section 4.                                            Fixing a Record Date for Action byWritten Consent.  In order that the corporation may determinethe stockholders entitled to consent to corporate action in writing without ameeting, the Board of Directors may fix a record date, which record date shallnot precede the date upon which the resolution fixing the record date isadopted by the Board of Directors, and which date shall not

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be more than ten (10) days after the date upon whichthe resolution fixing the record date is adopted by the Board ofDirectors.  If no record date has beenfixed by the Board of Directors, the record date for determining stockholdersentitled to consent to corporate action in writing without a meeting, when noprior action by the Board of Directors is required by statute, shall be thefirst date on which a signed written consent setting forth the action taken orproposed to be taken is delivered to the corporation by delivery to itsregistered office in the State of Delaware, its principal place of business, oran officer or agent of the corporation having custody of the book in whichproceedings of meetings of stockholders are recorded.  Delivery made to the corporation’s registeredoffice shall be by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the Boardof Directors and prior action by the Board of Directors is required by statute,the record date for determining stockholders entitled to consent to corporateaction in writing without a meeting shall be at the close of business on theday on which the Board of Directors adopts the resolution taking such prioraction.

Section 5.                                            Fixing a Record Date for Other Purposes. In order that the corporation may determine the stockholders entitled toreceive payment of any dividend or other distribution or allotment or anyrights or the stockholders entitled to exercise any rights in respect of anychange, conversion or exchange of stock, or for the purposes of any otherlawful action, the Board of Directors may fix a record date, which record dateshall not precede the date upon which the resolution fixing the record date isadopted, and which record date shall be not more than sixty (60) days prior tosuch action.  If no record date is fixed,the record date for determining stockholders for any such purpose shall be atthe close of business on the day on which the Board of Directors adopts theresolution relating thereto.

Section 6.                                            Registered Stockholders. Prior to the surrender to the corporation of the certificate orcertificates for a share or shares of stock with a request to record thetransfer of such share or shares, the corporation may treat the registeredowner as the person entitled to receive dividends, to vote, to receivenotifications, and otherwise to exercise all the rights and powers of anowner.  The corporation shall not bebound to recognize any equitable or other claim to or interest in such share orshares on the part of any other person, whether or not it shall have express orother notice thereof.

Section 7.                                            Subscriptions for Stock. Unless otherwise provided for in the subscription agreement,subscriptions for shares shall be paid in full at such time, or in suchinstallments and at such times, as shall be determined by the Board of Directors.  In case of default in the payment of anyinstallment or call when such payment is due, the corporation may proceed tocollect the amount due in the same manner as any debt due the corporation.

ARTICLE VIIGENERAL PROVISIONS

Section 1.                                            Dividends.  Dividendsupon the capital stock of the corporation, subject to the provisions of thecertificate of incorporation, if any, may be declared by the Board of Directorsat 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 certificateof incorporation.  Before payment of anydividend, there may be set aside out of any funds of the corporation availablefor dividends such sum or sums as the directors from time to time, in theirabsolute discretion, think proper as a reserve or reserves to meetcontingencies, or for equalizing dividends, or for repairing or maintaining anyproperty of the corporation, or any other purpose and the directors may modifyor abolish any such reserve in the manner in which it was created.

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Section 2.                                            Checks, Drafts or Orders. All checks, drafts, or other orders for the payment of money by or tothe corporation and all notes and other evidences of indebtedness issued in thename of the corporation shall be signed by such officer or officers, agent oragents of the corporation, and in such manner, as shall be determined byresolution of the Board of Directors or a duly authorized committee thereof.

Section 3.                                            Contracts.  The Board ofDirectors may authorize any officer or officers, or any agent or agents, of thecorporation to enter into any contract or to execute and deliver any instrumentin the name of and on behalf of the corporation, and such authority may begeneral or confined to specific instances.

Section 4.                                            Loans.  Thecorporation may lend money to, or guarantee any obligation of, or otherwiseassist any officer or other employee of the corporation or of its subsidiary,including any officer or employee who is a director of the corporation or itssubsidiary, whenever, in the judgment of the directors, such loan, guaranty orassistance may reasonably be expected to benefit the corporation.  The loan, guaranty or other assistance may bewith or without interest, and may be unsecured, or secured in such manner asthe Board of Directors shall approve, including, without limitation, a pledgeof shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit orrestrict the powers of guaranty or warranty of the corporation at common law orunder any statute.

Section 5.                                            Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of theBoard of Directors.

Section 6.                                            Corporate Seal. The Board of Directors shall provide a corporate seal which shall be inthe form of a circle and shall have inscribed thereon the name of thecorporation and the words “Corporate Seal, Delaware”.  The seal may be used by causing it or afacsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7.                                            Voting Securities Owned By Corporation. Voting securities in any other corporation held by the corporation shallbe voted by the Ranking Officer, unless the Board of Directors specificallyconfers authority to vote with respect thereto, which authority may be generalor confined to specific instances, upon some other person or officer.  Any person authorized to vote securitiesshall have the power to appoint proxies, with general power of substitution.

Section 8.                                            Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent,shall, upon written demand under oath stating the purpose thereof, have theright during the usual hours for business to inspect for any proper purpose thecorporation’s stock ledger, a list of its stockholders, and its other books andrecords, and to make copies or extracts therefrom.  A proper purpose shall mean any purposereasonably related to such person’s interest as a stockholder.  In every instance where an attorney or otheragent shall be the person who seeks the right to inspection, the demand underoath shall be accompanied by a power of attorney or such other writing whichauthorizes the attorney or other agent to so act on behalf of the stockholder.  The demand under oath shall be directed tothe corporation at its registered office in the State of Delaware or at itsprincipal place of business.

Section 9.                                            Section Headings. Section headings in these Bylaws are for convenience of reference onlyand shall not be given any substantive effect in limiting or otherwiseconstruing any provision herein.

Section 10.                                      Inconsistent Provisions. In the event that any provision of these Bylaws is or becomesinconsistent with any provision of the certificate of incorporation, the GeneralCorporation Law

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of the State of Delaware, the Stockholders Agreementsor any other applicable law, the provision of these Bylaws shall not be givenany effect to the extent of such inconsistency but shall otherwise be givenfull force and effect.  Each Reference tothe Stockholders Agreements shall be given effect only at such times as aStockholders Agreements is then in effect.

ARTICLE VIIIAMENDMENTS

These Bylaws may be amended, altered, or repealed andnew Bylaws adopted at any meeting of the Board of Directors by a majorityvote.  The fact that the power to adopt,amend, alter, or repeal the Bylaws has been conferred upon the Board ofDirectors shall not divest the stockholders of the same power.

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