**EXHIBIT
      3.2**







**AMENDED
      AND RESTATED BYLAWS**


**OF**


**SYNUTRA
      INTERNATIONAL, INC.,**


**A
      DELAWARE CORPORATION**




**ARTICLE
      I**


**OFFICES**




**Section
      1.1**  **Principal
      Office.**




(a)  The
      principal executive office of Synutra International, Inc. (herein called the
      “ **Company** ”)
      shall
      be at such place established by the Board of Directors (the “ **Board** ”)
      in its
      discretion.




(b)  The
      Board
      shall have full power and authority to change the location of the principal
      executive office.




**Section
      1.2**  **Registered
      Office.**




The
      registered office in the State of Delaware is hereby fixed and located at The
      Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County,
      Delaware 19801. The Board is hereby granted full power and authority to change
      the place of said registered office within the State of Delaware.




**Section
      1.3**  **Other
      Offices.**




The
      Company may also have from time to time branch or substitute offices at such
      other places as the Board may deem appropriate.




**ARTICLE
      II**


**STOCKHOLDERS’
      MEETINGS**




**Section
      2.1**  **Place.**




Meetings
      of the stockholders shall be at such place within or outside the State of
      Delaware as the Board shall designate by resolution. In the absence of such
      designation, stockholders’ meetings shall be held at the principal executive
      office of the Company.




**Section
      2.2**  **Annual
      Meetings.**




The
      annual meeting of the stockholders for the election of directors and for the
      transaction of such other business as may properly come before the meeting
      shall
      be held at such time, date and place as determined by resolution of the
      Board.




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Notice
      of
      each meeting of the stockholders shall be given by the Company either personally
      or by mail or other lawful means to each stockholder of record entitled to
      vote
      at such meeting not less than ten (10) days nor more than sixty (60) days before
      each annual meeting. Such notices shall specify the place, the day and the
      hour
      of such meeting, the names of the nominees for election and those matters which
      the Board intends to present for action by the stockholders, and shall state
      such other matters, if any, as may be expressly required by statute. If mailed,
      such notice shall be deemed to be delivered when deposited in the United States
      mail with postage thereon prepaid, addressed to the stockholder at such
      stockholder’s address as it appears on the books of the Company. An affidavit of
      the Secretary, an Assistant Secretary or other transfer agent of the Company
      that the notice has been given shall, in the absence of fraud, be prima facie
      evidence of the facts stated therein. Without limiting the foregoing, any notice
      to stockholders given by the Company pursuant to these Amended and Restated
      Bylaws (as may be further amended, restated, modified or supplemented from
      time
      to time, the “ **Bylaws** ”)
      shall
      be effective if given by a form of electronic transmission consented to by
      the
      stockholder to whom the notice is given. Any previously scheduled annual meeting
      of the stockholders may be postponed by resolution of the Board.




**Section
      2.3**  **Special
      Meetings.**




Special
      meetings of the stockholders, for any purpose or purposes, prescribed in the
      notice of the meeting, may be called at any time only by a majority of the
      total
      number of authorized directors, the Chairman of the Board, the Chief Executive
      Officer, the President or the Executive Vice President. Said notice shall
      specify the purpose for which such special meeting is called. Such meetings
      shall be held at the place, on the date and at the time as they or he or she
      shall fix. Unless otherwise required by Delaware General Corporation Law
      (“ **DGCL** ”),
      the
      written notice of any special meeting shall be given to the stockholders not
      less than ten (10) nor more than sixty (60) days before the date of the meeting.
      No business shall be transacted at a special meeting except as stated in the
      notice sent by the Board to the stockholders.




**Section
      2.4**  **Advance
      Notice of Stockholder** **Nominees.**




(a)  Without
      qualification, only persons who are nominated in accordance with the procedures
      set forth in this Section 2.4 shall be eligible for election as directors.
      Nominations of persons for election to the Board of Directors of the Company
      may
      be made at a meeting of stockholders by or at the direction of the Board of
      Directors (or any duly authorized committee thereof) or by any stockholder
      of
      the Company who was a stockholder of record at the time of giving of such
      stockholder’s notice provided for in this Section 2.4, who is entitled to vote
      for the election of directors at the meeting and who complies with the notice
      procedures set forth in this Section 2.4. In addition to any other applicable
      requirements, for a nomination to be made by a stockholder, the stockholder
      must
      have given timely notice thereof in proper written form to the secretary of
      the
      Company. To be timely, a stockholder’s notice shall be received by the secretary
      at the principal executive offices of the Company: (1) in the case of the annual
      meeting not less than 90 days nor more than 120 days prior to the first
      anniversary of the preceding year’s annual meeting of stockholders; provided,
      however, that in the event that the annual meeting is called for a date that
      is
      not within 25 days before or after such anniversary date, notice by the
      stockholder to be timely must be so received not later than the close of
      business on the 10th day following the day on which such notice of the date
      of
      the meeting was mailed or such public announcement of the date of such meeting
      is first made, whichever first occurs; and (2) in the case of a special meeting
      of stockholders called for the purpose of electing directors, not later than
      the
      close of business on the 10th day following the day on which notice of the
      date
      of the special meeting was mailed or public announcement of the date of the
      special meeting is first made, whichever first occurs. In no event shall the
      public announcement of an adjournment or postponement of a meeting of
      stockholders commence a new time period (or extend any time period) for the
      giving of a stockholder’s notice as described above. To be in proper written
      form, such stockholder’s notice shall set forth: (1) as to each person whom the
      stockholder proposes to nominate for election or re-election as a director
      (i)
      the name, age, business address and residence address of such person; (ii)
      the
      principal occupation or employment of such person; (iii) the class and number
      of
      shares of capital stock of the Company which are beneficially owned by such
      person; and (iv) any other information relating to such person that would be
      required to be disclosed in a proxy statement or other filings required to
      be
      made in connection with solicitations of proxies for election of directors,
      or
      is otherwise required, in each case pursuant to Section 14 of the Securities
      Exchange Act of 1934 (the “ **Exchange
      Act** ”),
      and
      the rules and regulations promulgated thereunder (including, without limitation,
      such person’s written consent to being named in the proxy statement as a nominee
      and to serving as a director if elected); and (2) as to the stockholder giving
      the notice and the beneficial owner, if any, on whose behalf the nomination
      is
      made (i) the name and address, as they appear on the Company’s books, of such
      stockholder, and of such beneficial owner; (ii) the class and number of shares
      of capital stock of the Company which are beneficially owned by such stockholder
      and such beneficial owner; (iii) a description of any arrangements or
      understandings between such stockholder and each proposed nominee and any other
      person (including their names) pursuant to which the nomination(s) are to be
      made by such stockholder and such beneficial owner; (iv) a representation that
      such stockholder intends to appear in person or by proxy at the meeting to
      nominate the persons named in its notice; and (v) any other information relating
      to such stockholder and such beneficial owner that would be required to be
      disclosed in a proxy statement or other filings required to be made in
      connection with solicitations of proxies for election of directors, or may
      otherwise be required, in each case pursuant to Section 14 of the Exchange
      Act
      and the rules and regulations promulgated thereunder.




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(b)  No
      person
      shall be eligible for election as a director of the Company unless nominated
      in
      accordance with the procedures set forth in this Section 2.4. The Company may
      require any proposed nominee to furnish such other information as it may
      reasonably require to determine the eligibility of such proposed nominee to
      serve as a director of the Company. The chairperson of the meeting shall
      determine whether a nomination was not made in accordance with the procedures
      prescribed by this Section 2.4, and if he or she should so determine, he or
      she
      shall declare to the meeting that the nomination was defective and such
      defective nomination shall be disregarded.




(c)  Notwithstanding
      the foregoing provisions of this Section 2.4, unless otherwise required by
      law,
      if the stockholder (or a qualified representative of the stockholder) does
      not
      appear at the meeting of stockholders of the Company to present a nomination,
      such nomination shall be disregarded, notwithstanding that proxies in respect
      of
      such vote may have been received by the Company. For purposes of this Section
      2.4, to be considered a qualified representative of the stockholder, a person
      must be a duly authorized officer, manager or partner of such stockholder or
      must be authorized by a writing executed by such stockholder or an electronic
      transmission delivered by such stockholder to act for such stockholder as proxy
      at the meeting of stockholders and such person must produce such writing or
      electronic transmission, or a reliable reproduction of the writing or electronic
      transmission, at the meeting of stockholders.




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(d)  Notwithstanding
      the foregoing provisions of this Section 2.4, a stockholder shall also comply
      with all applicable requirements of the Exchange Act and the rules and
      regulations thereunder with respect to subject matter of this Section
      2.4.




**Section
      2.5**  **Advance
      Notice for Proposing Business at the Annual Meeting.**




(a)  Without
      qualification, no business, other than nominations of candidates for election
      to
      the Board of Directors pursuant to Section 2.4, shall be transacted by the
      stockholders other than at a duly called meeting of stockholders (1) pursuant
      to
      the Company’s notice with respect to such meeting; (2) by or at the direction of
      the Board of Directors; or (3) at the annual meeting by any stockholder of
      the
      Company who was a stockholder of record at the time of giving of such
      stockholder’s notice provided for in this Section 2.5, who is entitled to vote
      at the meeting and who has complied with the notice procedures set forth in
      this
      Section 2.5.




(b)  In
      addition to any other applicable requirements, for business to be properly
      brought before an annual meeting by a stockholder pursuant to clause (3) of
      paragraph (a) of this Section 2.5, the stockholder must have given timely notice
      thereof in proper written form to the secretary of the Company and such business
      must be a proper matter for stockholder action under the DGCL. To be timely,
      a
      stockholder’s notice shall be received by the secretary at the principal
      executive offices of the Company not less than 90 days nor more than 120 days
      prior to the first anniversary of the preceding year’s annual meeting of
      stockholders; provided, however, that in the event that the annual meeting
      is
      called for a date that is not within 25 days before or after such anniversary
      date, notice by the stockholder to be timely must be so received not later
      than
      the close of business on the 10th day following the day on which such notice
      of
      the date of the meeting was made or such public announcement of the date of
      such
      meeting is first made, whichever first occurs. In no event shall the public
      announcement of an adjournment or postponement of an annual meeting commence
      a
      new time period (or extend any time period) for the giving of a stockholder’s
      notice as described above. To be in proper written form, such stockholder’s
      notice shall set forth: (1) as to each matter that the stockholder proposes
      to
      bring before the meeting, a brief description of the business desired to
      be
      brought before the meeting, the text of the proposal or business (including
      the
      text of any resolutions
      proposed for consideration and in the event that such business includes a
      proposal to  amend
      these Bylaws, the language of the proposed amendment), the reasons for
      conducting such business
      at the meeting and any material interest in such business of such stockholder
      and the beneficial owner, if any, on whose behalf the proposal is made; and
      (2)
      as to the stockholder giving the notice and the beneficial owner, if any, on
      whose behalf the proposal is made: (i) the name and address of such stockholder,
      as they appear on the Company’s books, and of such beneficial owner; (ii) the
      class and number of shares of capital stock of the Company which are
      beneficially owned by such stockholder and such beneficial owner; (iii) a
      description of any arrangements
      or understandings between such stockholder and any other person (including
      their  names)
      in
      connection with the proposal of such business by such stockholders and any
      material interest in such business of such stockholder and the such beneficial
      owner; (iv) a representation  that
      such
      stockholder intends to appear in person or by proxy at the annual meeting to
      bring such  business
      before the meeting; and (v) any other information relating to such stockholder
      and such beneficial owner that would be required to be disclosed in a proxy statement
      or
      other filings required to be made in connection with solicitations of proxies
      for such matters, or may otherwise
      be required, in each case pursuant to Section 14 of the Exchange Act and the
      rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 2.5, unless otherwise
      required by law, if the stockholder (or a qualified representative of the
      stockholder) does
      not
      appear at the annual meeting of stockholders of the Company to present the
      proposed business, such proposed business shall not be transacted, notwithstanding that
      proxies in respect of such vote may have been received by the Company. For
      purposes of this Section 2.5, to be considered a qualified representative of
      the
      stockholder, a person must be a duly authorized officer, manager or partner
      of
      such stockholder or must be authorized by a writing executed by such stockholder
      or an electronic transmission delivered by such stockholder to act for such
      stockholder as proxy at the meeting of stockholders and such person must produce
      such writing or electronic transmission, or a reliable reproduction of the
      writing or electronic transmission, at the meeting of stockholders.




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(c)  Only
      such
      business shall be conducted at an annual meeting of stockholders
      as shall have been brought before the meeting in accordance with the procedures
      set forth in
      this Section 2.5. The chairperson of the meeting shall determine whether any
      business proposed to be transacted by the stockholders has not been properly
      brought before the meeting and, if he or she should so determine, the
      chairperson shall declare that such proposed business or was not properly
      brought before the meeting and such business shall not be presented for
      stockholder action at the meeting.




(d)  Notwithstanding
      the foregoing provisions of this Section 2.5, a stockholder shall also comply
      with all applicable requirements of the Exchange Act and the rules and
      regulations promulgated thereunder with respect to the matters set forth in
      this
      Section 2.5. Nothing in this Section 2.5 shall be deemed to affect any rights
      of
      stockholders to request inclusion of proposals in the Company’s proxy statement
      pursuant to Rule 14a-8 under the Exchange Act.




**Section
      2.6**  **Waiver
      of Notice.**




Transactions
      at a meeting of stockholders, however called and noticed and wherever held,
      shall be valid as though transacted at a meeting duly held after regular call
      and notice if a quorum is present either in person or by proxy, and if, either
      before or after the meeting, each of the persons entitled to vote, not present
      at the meeting in person or by proxy, to the extent such person did not receive
      proper notice, gives a waiver of notice. Attendance by a person at a meeting
      shall constitute a waiver of notice of such meeting, except when the person
      objects, at the beginning of the meeting, to the transaction of any business
      because the meeting is not lawfully called or convened, and except that
      attendance at a meeting is not a waiver of any right to object to the
      consideration of matters required by law to be in the notice of the meeting
      but
      not so included, if that objection is expressly made at the meeting. All such
      waivers, consents, or approvals shall be filed with the corporate records or
      made a part of the minutes of the meeting. The waiver of notice need not specify
      either the business to be transacted or the purpose of any annual or special
      meeting of stockholders.




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**Section
      2.7**  **Quorum.**




A
      majority of the voting power of the outstanding shares of stock entitled to
      vote
      at the meeting, represented in person or by proxy, constitutes a quorum for
      the
      transaction of business. No business may be transacted at a meeting in the
      absence of a quorum other than the adjournment of such meeting. If a quorum
      is
      present at a meeting, the affirmative vote of a majority of the voting power
      of
      the outstanding shares of stock entitled to vote at the meeting, represented
      at
      the meeting shall be the act of the stockholders unless the vote of a larger
      number is required by law, the Company’s Amended and Restated Certificate of
      Incorporation (as may be further amended, restated, modified or supplemented
      from time to time, the “ **Certificate
      of Incorporation** ”)
      or
      these Bylaws. If a quorum is present at the commencement of a meeting but the
      withdrawal of stockholders results in less than a quorum, the meeting shall
      be
      adjourned and the stockholders may not continue to transact business (other
      than
      to adjourn the meeting).




**Section
      2.8**  **Notice
      of Adjourned Meetings.**




Any
      meeting of stockholders, whether or not a quorum is present, may be adjourned
      to
      a later date and time and at the same or a different place by the Chairman
      of
      the Board or by the vote of a majority of the voting power of the outstanding
      shares of stock entitled to vote at the meeting that are represented at the
      meeting. 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, notice of
      the
      adjourned meeting shall be given to each stockholder of record entitled to
      vote
      at the meeting.




Notice
      of
      an adjourned meeting need not be given if (a) the meeting is adjourned for
      thirty (30) days or less, (b) the time and place of the adjourned meeting are
      announced at the meeting at which the adjournment is taken, and (c) no new
      record date is fixed for the adjourned meeting. Otherwise, notice of the
      adjourned meeting shall be given as in the case of an original
      meeting.




**Section
      2.9**  **Conduct
      of Business.**




The
      chairman of any meeting of stockholders shall determine the order of business
      and the procedure of the meeting, including the manner of voting and the conduct
      of business.




**Section
      2.10**  **Voting.**




Except
      as
      provided below or as otherwise provided by the Certificate of Incorporation
      or
      Bylaws, a stockholder shall be entitled to one vote for each share held of
      record on the record date fixed for the determination of the stockholders
      entitled to vote at a meeting or, if no such date is fixed, the date determined
      in accordance with law. If any share is entitled to more or less than one vote
      on any matter, all references herein to a majority or other proportion of shares
      shall refer to a majority or other proportion of the voting power of shares
      entitled to vote on such matter. The Board, in its discretion, or the officer
      presiding at a meeting of stockholders in his discretion, may require that
      any
      votes cast at such meeting, including a vote for directors, be by written
      ballot.




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**Section
      2.11**  **Participation
      at Stockholder Meetings by Remote Communications.**




If
      authorized by the Board in its sole discretion, and subject to such guidelines
      and procedures as the Board may adopt, stockholders and proxyholders not
      physically present at a meeting of stockholders may, by means of remote
      communication:




(a)   participate
      in a meeting of stockholders; and




(b)   be
      deemed
      present in person and vote at a meeting of stockholders whether such meeting
      is
      to be held at a designated place or solely by remote communication, provided
      that (i) the Company shall implement reasonable measures to verify that each
      person deemed present and permitted to vote at the meeting by means of remote
      communication is a stockholder or proxyholder, (ii) the Company shall implement
      reasonable measures to provide such stockholders and proxyholders a reasonable
      opportunity to participate in the meeting and to vote on matters submitted
      to
      the stockholders, including an opportunity to read or hear the proceedings
      of
      the meeting substantially concurrently with such proceedings, and (iii) if
      any
      stockholder or proxyholder votes or takes other action at the meeting by means
      of remote communication, a record of such vote or other action shall be
      maintained by the Company.




**Section
      2.12**  **Proxies.**




Except
      as
      otherwise provided in the Certificate of Incorporation or these Bylaws, every
      person entitled to vote shares may be represented at any meeting of stockholders
      by a written proxy executed by such person entitled to vote, or such person’s
      authorized officer, director, employee, agent or duly authorized
      attorney-in-fact. Any proxy duly executed is not revoked and continues in full
      force and effect until revoked by the person executing it prior to the vote
      pursuant thereto. Such revocation may be effected (i) by a writing delivered
      to
      the Secretary of the Company stating that the proxy is revoked, (ii) by a
      subsequent proxy executed by the person executing the prior proxy and presented
      to the meeting or (iii) by attendance at the meeting and voting in person by
      the
      person executing the proxy; provided, however, that no proxy shall be valid
      after the expiration of three (3) years from the date of its execution unless
      otherwise provided in the proxy.




**Section
      2.13**  **Inspectors
      of Election.**




(a)  In
      advance of a meeting of stockholders, the Board may appoint inspectors of
      election to act at the meeting. If inspectors of election are not so appointed,
      or if any persons so appointed fail to appear or refuse to act, the Chairman
      of
      the Board or the chairman of the meeting, as the case may be, may, and on
      request of a stockholder shall, appoint inspectors of election (or persons
      to
      replace those who so fail or refuse) for the meeting. The number of inspectors
      shall be either one (1) or three (3). If appointments are to be made at a
      meeting on the request of a stockholder, the majority of the voting power of
      the
      outstanding shares of common stock represented in person or by proxy, shall
      determine whether the number of inspectors shall be one (1) or three (3). Each
      inspector, before discharging his or her duties, shall take and sign an oath
      faithfully to execute the duties of inspector with strict impartiality and
      according to the best of his ability.




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(b)  Such
      inspectors of election shall (i) determine the number of shares outstanding,
      the
      number of shares represented at the meeting, the voting power of each share,
      the
      existence of a quorum, and the authenticity, validity and effect of proxies;
      (ii) receive votes, ballots, or consents; (iii) hear and determine all
      challenges and questions arising in connection with the right to vote; (iv)
      count and tabulate votes or consents; (v) determine when the polls shall close;
      (vi) determine the result of an election; (vii) determine and retain for a
      reasonable period a record of the disposition of any challenges made to any
      determination by the inspectors; (viii) certify their determination of the
      number of shares represented at the meeting, and their count of all votes and
      ballots; (ix) do such other acts as may be proper in order to conduct the
      election with fairness to all stockholders; and (x) perform such other duties
      as
      may be prescribed by law. If there are three inspectors of election, the
      decision, act or certificate of a majority shall be effective in all respects
      as
      the decision of all.




**Section
      2.14**  **Action
      without Meeting.**




Subject
      to Section 228 of the DGCL, any **** action
      which may be taken at any annual or special meeting of 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 stockholders
      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 the shares entitled
      to
      vote thereon were present and voted. Unless a record date for voting purposes
      be
      fixed as provided in Section
      2.15 ,
      the
      record date for determining stockholders entitled to give consent pursuant
      to
      this Section
      2.14 ,
      when no
      prior action by the Board has been taken, shall be the day on which the first
      written consent is given.




**Section
      2.15**  **Record
      Date.**




The
      Board
      may fix a time, in the future, not more than sixty (60) nor less than ten (10)
      days prior to the date of any meeting of stockholders, nor more than sixty
      (60)
      days prior to the date fixed for the payment of any dividend or distribution,
      or
      for the allotment of rights, or when any change or conversion or exchange of
      shares shall go into effect, as a record date for the determination of the
      stockholders entitled to notice of and to vote at any such meeting, or entitled
      to receive any such dividend or distribution, or such allotment of rights,
      or to
      exercise the rights in respect to any such change, conversion, or exchange
      of
      shares. Only stockholders of record on the date so fixed shall be entitled
      to
      notice of and to vote at such meeting or to receive such dividend, distribution
      or allotment of rights, or to exercise such rights, as the case may be,
      notwithstanding any transfer of any shares on the books of the Company after
      any
      record date fixed as aforesaid. A determination of stockholders of record
      entitled to notice of or to vote at a meeting of stockholders shall apply to
      any
      adjournment of the meeting unless the Board fixes a new record
      date.




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**ARTICLE
      III**


**DIRECTORS**




**Section
      3.1**  **Powers
      and Duties.**




The
      business and affairs of the Company shall be managed and all corporate powers
      shall be exercised, by or under the direction of the Board, subject to any
      limitations contained in these Bylaws, the Certificate of Incorporation, DGCL
      and any other agreements entered into by the Company. The Board may delegate
      the
      management of the day-to-day operation of the business of the Company, provided
      that the business and affairs of the Company shall remain under the ultimate
      direction of the Board.




**Section
      3.2**  **Number
      of Directors and Term of Office.**




The
      number of directors of the Company shall be not less than four (4) nor more
      than
      ten (10). The exact number of directors shall be fixed from time to time by
      the
      Board. Each of the directors of the Company shall hold office until such
      director’s successor shall have been duly elected and shall qualify or until
      such director shall have resigned or shall have been removed in the manner
      provided in these Bylaws.




**Section
      3.3**  **Continuing
      Directors.**




In
      the
      event of any increase or decrease in the authorized number of directors each
      director then serving as such shall nevertheless continue as a director until
      the expiration of his current term, or his prior death, retirement, resignation
      or removal.




**Section
      3.4**  **Election
      of Directors.**




Directors
      shall be elected by a plurality of the votes of the shares present in person
      or
      represented by proxy at the annual meeting of the stockholders. Votes against
      the directors and votes withheld with respect to the election of directors
      shall
      have no legal effect. Elections of directors need not be by ballot except upon
      demand made by a stockholder at the meeting and before the voting begins. The
      election of directors is subject to any provisions contained in the Certificate
      of Incorporation relating thereto, including any provisions for a classified
      Board.




**Section
      3.5**  **Resignation.**




A
      director may resign by giving written notice to the Board, the Chairman of
      the
      Board, the Chief Executive Officer, the President, the Executive Vice President,
      or the Secretary. Such resignation shall take effect upon receipt of such notice
      or at a later time specified therein; and, unless otherwise specified therein,
      the acceptance of such resignation shall not be necessary to make it effective.
      If the resignation of a director is effective at a future time, the Board may
      elect a successor to take office when the resignation becomes effective.




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**Section
      3.6**  **Vacancies.**




Should
      a
      vacancy occur or be created on the Board through an increase in the exact number
      of directors within the authorized range set forth in the Certificate of
      Incorporation, such vacancy shall be filled by a majority vote of then serving
      directors or by an affirmative vote of the holders of not less than a majority
      of the voting power of the outstanding shares of common stock. If, during the
      interval between annual meetings of stockholders for the election of directors,
      any vacancies exist or are created, by reason of resignation, death or removal,
      the vacancy or vacancies in the directors may be filled by a majority vote
      of
      the remaining directors or by an affirmative vote of the holders of not less
      than a majority of the voting power of the outstanding shares of common stock.




**Section
      3.7**  **Place
      of Meeting.**




The
      Board
      may by resolution designate a place within or without the State of Delaware,
      where a regular or special meeting of the Board shall be held. In the absence
      of
      such designation, meetings of the Board shall be held at the principal executive
      office of the Company.




**Section
      3.8**  **Meetings
      by Conference Telephone.**




A
      meeting
      of the Board may be held through the use of conference telephone or other
      communications equipment, so long as all members participating in such meeting
      can hear one another. Participation in such a meeting shall constitute presence
      at such meeting. Directors are entitled to participate in any and all Board
      meetings through the use of conference telephone or other communications
      equipment. No director shall be excluded from any Board meeting or any portion
      of a Board meeting because such director elects to participate through the
      use
      of conference telephone or other communications equipment and the Company shall
      make all necessary arrangements to allow directors to participate in Board
      meetings through the use of a conference telephone or other communications
      equipment. No notice of meeting shall require any director to attend a Board
      meeting in person.




**Section
      3.9**  **Meetings.**




Meetings
      of the Board shall be held at the times fixed by resolutions of the Board or
      upon call of the Chairman of the Board, the Chief Executive Officer, the
      President or, if there is no President, the Executive Vice President. The
      Secretary or officer performing his or her duties shall give reasonable notice
      (which shall not in any event be less than two (2) days notice delivered by
      mail, personally or by telephone, including a voice messaging system or by
      electronic transmission by the Company) of all meetings of directors, provided
      that a meeting may be held without notice immediately after the annual election,
      and notice need not be given of regular meetings held at times fixed by
      resolution of the Board. Meetings may be held at any time without notice if
      all
      of the directors are present or if those not present waive notice either before
      or after the meeting. Notice by mail, facsimile, telegraph or electronic
      transmission to the usual business, electronic mail or residence address of
      the
      directors not less than the time above specified before the meeting shall be
      sufficient.




**Section
      3.10**  **Waiver
      of Notice.**




Transactions
      at any meeting of the Board, however called and noticed and wherever held,
      shall
      be valid as though transacted at a meeting duly held, after regular call and
      notice, if (i) a quorum is present, (ii) no director present protests lack
      of
      notice prior to or at the commencement of the meeting, and (iii) each director
      who did not receive proper notice and who is not present at the meeting gives
      a
      written waiver of notice, a consent to holding such meeting, or an approval
      of
      the minutes thereof whether before or after the meeting. All such waivers shall
      be filed with the corporate records or made a part of the minutes of the
      meeting.




-10-




**Section
      3.11**  **Quorum.**




A
      majority of the authorized number of directors shall constitute a quorum for
      the
      transaction of business. Except as otherwise provided by the Certificate of
      Incorporation or these Bylaws, every act or decision done or made by a majority
      of the directors present at a meeting duly held at which a quorum is present
      is
      an act of the Board. If a quorum is not present at any meeting of the Board,
      then the directors present thereat may adjourn the meeting from time to time,
      without notice other than announcement at the meeting, until a quorum is
      present. A meeting at which a quorum is initially present may continue to
      transact business notwithstanding the withdrawal of directors, if any action
      taken is approved by at least a majority of the required quorum for such
      meeting.




**Section
      3.12**  **Adjournment
      and Notice Thereof.**




Any
      meeting of the Board, whether or not a quorum is present, may be adjourned
      by a
      majority vote of the directors present. If the meeting is adjourned for more
      than 24 hours, notice of any adjournment to another time or place shall be
      given
      prior to the time of the adjourned meeting to the directors who were not present
      at the time of the adjournment; provided , however ,
      notice
      of time and the place of holding an adjourned meeting for less than 24 hours
      need not be given to absent directors if the time and place are fixed at the
      adjourned meeting.




**Section
      3.13**  **Action
      Without Meeting.**




Any
      action required or permitted to be taken by the Board may be taken without
      a
      meeting if all members of the Board individually or collectively consent to
      such
      action in writing. Any consent in writing or by electronic transmissions shall
      be filed with the minutes of the proceedings of the Board. Such filing shall
      be
      in paper form if the minutes are maintained in paper form and shall be in
      electronic form if the minutes are maintained in electronic form. Such action
      by
      written consent shall have the same force and effect as a unanimous vote of
      the
      directors at a duly held meeting of the Board.




**Section
      3.14**  **Expense
      Reimbursement and Compensation.**




Directors
      and members of committees may be paid such compensation, if any, for their
      services and such reimbursement for expenses, as may be fixed or determined
      by
      resolution of the Board. This Section
      3.14 shall
      not be construed to preclude any director from serving the Company in any other
      capacity as an officer, agent, employee, or otherwise, and receiving
      compensation for those services.




-11-




**Section
      3.15**  **Committees.**




(a)  The
      Board
      may, by resolution adopted by a majority of the authorized number of directors,
      (i) designate one or more committees, each consisting of two or more directors,
      to serve at the pleasure of the Board and (ii) designate one or more directors
      as alternate members of any committee, who may replace any absent or
      disqualified member at any meeting of the committee. In the absence or
      disqualification of any member of a committee of the Board, the other members
      thereof present at any meeting and not disqualified from voting, whether or
      not
      such member or members constitute a quorum, may unanimously appoint another
      member of the Board to act in the place of such absent or disqualified
      member.




To
      the
      extent permitted by resolution of the Board, a committee may exercise all of
      the
      authority of the Board to the extent permitted by Section 141(c)(2) of DGCL,
      except with respect to:




(1)  the
      approval, adoption or recommendation of any action which, under DGCL, also
      requires stockholders’ approval or approval of the outstanding
      shares;




(2)  the
      filling of vacancies on the Board or in any committee;




(3)  the
      fixing of compensation of the directors for serving on the Board or on any
      committee;




(4)  the
      amendment or repeal of these Bylaws or the adoption of new bylaws;




(5)  the
      amendment or repeal of any resolution of the Board which by such resolution’s
      express terms is not so amendable or repealable;




(6)  a
      distribution to the stockholders of the Company, except at a rate or in a
      periodic amount or within a price range set forth in the Certificate of
      Incorporation or determined by the Board; or




(7)  the
      appointment of any other committees of the Board or the members of these
      committees.




(b)  Meetings
      and action of committees shall be governed by, and held and taken in accordance
      with, the provisions of Article III of these Bylaws, Section 3.7 (place
      of meeting), Section
      3.8 (meetings by conference telephone), Section
      3.9 (meetings), Section
      3.10 (waiver
      of notice), Section
      3.11 (quorum), Section
      3.12 (adjournment and notice thereof), and Section
      3.13 (action
      without meeting), with such changes in the context of those Bylaws as are
      necessary to substitute the committee and its members for the Board and its
      members, except that the time of regular meetings of committees may be
      determined either by resolution of the Board or by resolution of the committee;
      special meetings of committees may also be called by resolution of the Board
      or
      by resolution of the committee; and notice of special meetings of committees
      shall also be given to all alternate members, who shall have the right to attend
      all meetings of the committee. The Board may adopt rules for the governance
      of
      any committee not inconsistent with the provisions of these Bylaws.




-12-




**Section
      3.16**  **Right
      of Inspection.**




Each
      director shall have the right at any reasonable time to inspect and copy all
      books, records and documents of every kind and to inspect the physical
      properties of the Company and its subsidiary companies, domestic or foreign.
      Such inspection by a director may be made in person or by agent or attorney
      and
      includes the right to copy and make extracts.




**Section
      3.17**  **Chairman
      of the Board.**




The
      Company may also have, at the discretion of the Board, a Chairman of the Board
      who shall not be considered an officer of the Company. The Chairman of the
      Board
      shall preside at all meetings of the Board at which he or she is present and
      shall exercise and perform such other powers and duties as may be prescribed
      by
      the Board or these Bylaws.




**ARTICLE
      IV**


**OFFICERS**




**Section
      4.1**  **Officers.**




The
      Company shall have (i) a Chief Executive Officer, (ii) a Secretary, and (iii)
      a
      Chief Financial Officer. The Company may also have, at the discretion of the
      Board, a President, an Executive Vice President, one or more Vice Presidents,
      one or more Assistant Secretaries, a Treasurer, one or more Assistant
      Treasurers, and such other officers as the Board may deem appropriate. Any
      number of offices may be held by the same person.




**Section
      4.2**  **Additional
      Officers.**




Officers
      other than the Chief Executive Officer, the Executive Vice President, the
      Secretary, and the Chief Financial Officer are herein referred to as “Additional
      Officers”. The Board may elect, and may empower the Chairman of the Board, the
      Chief Executive Officer, the President or the Executive Vice President to
      appoint, such Additional Officers as the Board may deem appropriate. Each
      Additional Officer shall hold office for such period, shall have such authority,
      and shall perform such duties, as are provided in these Bylaws or as the Board
      may designate.




**Section
      4.3**  **Election
      and Term.**




Except
      as
      otherwise herein provided, the officers of the Company shall be elected by
      the
      Board at its regular organizational meeting or at a subsequent meeting. Subject
      to the rights, if any, of an officer under any contract of employment, each
      officer shall hold office at the pleasure of the Board, or until his death,
      resignation or removal.




**Section
      4.4**  **Resignation
      and Removal.**




(a)  An
      officer may resign at any time by giving written notice to the Company. Such
      resignation shall be without prejudice to any rights the Company may have under
      any contract to which the officer is a party. Such resignation shall take effect
      upon the receipt of such notice or at a later time specified therein; and,
      unless otherwise specified therein, the acceptance of such resignation shall
      not
      be necessary to make it effective.




(b)  The
      Board
      may remove any officer with or without cause, and such action shall be
      conclusive upon the officer so removed. The Board may authorize any officer
      to
      remove subordinate officers. Any removal shall be without prejudice to rights
      the officer may have under any employment contract with the
      Company.




-13-


**Section
      4.5**  **Vacancies.**




A
      vacancy
      in any office because of death, resignation, removal, disqualification, or
      any
      other cause shall be filled in the manner prescribed in these Bylaws for
      election or appointment to such office.




**Section
      4.6**  **Chief
      Executive Officer.**




The
      Chief
      Executive Officer of the Company shall have and be vested with general
      supervisory power and authority over the business and affairs of the Company.
      He
      or she shall see that all orders and resolutions of the Board are carried into
      effect. He or she shall sign or countersign or authorize another officer of
      the
      Company to sign all certificates contracts, and other instruments of the Company
      as authorized by the Board, shall make reports to the Board and stockholders
      and
      shall perform all such other duties as may be directed by the Board or these
      Bylaws. The Chief Executive Officer shall preside over all meetings of
      stockholders as chairman of the meeting.




The
      President (or if there is no President, the Executive Vice President) shall,
      in
      the event of absence, disability or refusal to act of the Chief Executive
      Officer, perform the duties and exercise the powers of the Chief Executive
      Officer, and shall have such powers and discharge such duties as may be assigned
      from time to time by the Board.




**Section
      4.7**  **President;
      Executive Vice President.**




The
      President (or if there is no President, the Executive Vice President) shall
      have
      and be vested with general supervisory power and authority over the business
      and
      affairs of the Company and shall perform all such duties as may be directed
      by
      the Board or these Bylaws, subject at all times to the authority of the Chief
      Executive Officer. The President (or if there is no President, the Executive
      Vice President) shall also have and exercise all of the duties, power and
      authority prescribed for the Chief Executive Officer except with respect to
      such
      specific authority as is reserved for the Chief Executive Officer. ****




**Section
      4.8**  **Vice
      Presidents.**




Vice
      Presidents shall have such powers and duties as may be prescribed by the Board,
      the Chairman of the Board, the Chief Executive Officer, the President or the
      Executive Vice President.




**Section
      4.9**  **Chief
      Financial Officer; Treasurer.**




The
      Chief
      Financial Officer shall keep and maintain, or cause to be kept and maintained,
      adequate and correct books and records of accounts of the properties and
      business transactions of the Company, including accounts of its assets,
      liabilities, receipts, disbursements, gains, losses, capital, retained earnings,
      and shares. The books of account shall at all reasonable times be open to
      inspection by any director.




-14-




The
      Chief
      Financial Officer shall deposit all monies and other valuables in the name
      and
      to the credit of the Company with such depositaries as may be designated by
      the
      Board. He or she shall disburse the funds of the Company as may be ordered
      by
      the Board, shall render to the Chief Executive Officer, the President, the
      Executive Vice President, and directors, whenever they request it, an account
      of
      all of his transactions as Chief Financial Officer and of the financial
      condition of the Company, and shall have other powers and perform such other
      duties as may be prescribed by the Board or these Bylaws.




If
      there
      be any Treasurer, the Treasurer shall, in the event of absence, disability
      or
      refusal to act of the Chief Financial Officer, perform the duties and exercise
      the powers of the Chief Financial Officer, and shall have such powers and
      discharge such duties as may be assigned from time to time by the Chief
      Executive Officer, the President or the Executive Vice President or by the
      Board.




**Section
      4.10**  **Secretary.**




(a)  The
      Secretary shall keep or cause to be kept full and accurate records of all
      meetings of stockholders and all meetings of directors. Such records shall
      include books of minutes of all meetings of stockholders, meetings of the Board,
      and meetings of committees. The information in such books of minutes shall
      include the names of those present at Board and committee meetings and the
      number of shares represented at stockholders’ meetings.




(b)  The
      Secretary shall give or cause to be given notice of all meetings of
      stockholders, of the Board, and of any committees, whenever such notice is
      required by law or these Bylaws.




(c)  The
      Secretary shall keep or cause to be kept at the principal executive office,
      or
      at the office of the Company’s transfer agent or registrar if either be
      appointed, a share register, or a duplicate share register, showing the names
      of
      the stockholders and their addresses, the number and classes of shares held
      by
      each, the number and date of certificates issued for such shares, and the number
      and date of cancellation of every certificate surrendered for cancellation.




(d)  The
      Secretary shall keep or cause to be kept a copy of these Bylaws of the Company
      at the principal executive office or business office.




(e)  The
      Secretary shall keep the corporate seal in safe custody.




(f)  The
      Secretary shall have all the powers and duties ordinarily incident to the office
      of a secretary of a corporation and such other duties as may be prescribed
      by
      the Board.




(g)  If
      there
      be any Assistant Secretaries, one or more Assistant Secretaries, in order of
      seniority, shall, in the event of the absence, disability or refusal to act
      of
      the Secretary, perform the duties and exercise the powers of the Secretary,
      and
      shall have such powers and discharge such duties as may be assigned from time
      to
      time by the Chief Executive Officer, the President or the Executive Vice
      President or by the Board.




-15-




**Section
      4.11**  **Compensation.**




The
      Board
      may fix, or may appoint a committee to fix, the compensation of all officers
      and
      employees of the Company. The Board may authorize any officer upon whom the
      power of appointing subordinate officers may have been conferred to fix the
      compensation of such subordinate officers.




**ARTICLE
      V**


**DIVIDENDS
      AND FINANCE**




**Section
      5.1**  **Dividends.**




Dividends
      upon the capital stock of the Company, subject to the provisions of the
      Certificate of Incorporation, if any, may be declared by the Board 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.




**Section
      5.2**  **Fiscal
      Year.**




The
      fiscal year of the Company shall be fixed by resolution of the Board and may
      be
      changed by the Board.




**ARTICLE
      VI**


**INDEMNIFICATION**




Section
      6.1Right
      to
      Indemnification.




The
      Company shall indemnify and hold harmless, to the fullest extent permitted
      by
      applicable law as it presently exists or may hereafter be amended, any person
      who was or is made or is threatened to be made a party or is otherwise involved
      in any action, suit or proceeding, whether civil, criminal, administrative
      or
      investigative (a “ **proceeding** ”)
      by
      reason of the fact that he, or a person for whom he is the legal representative,
      is or was a director or officer of the Company or is or was serving at the
      request of the Company as a director, officer, employee, duly authorized
      attorney-in-fact, or agent of another corporation or of a partnership, joint
      venture, trust, enterprise or nonprofit entity, including service with respect
      to employee benefit plans, against all liability and loss suffered and expenses
      (including attorneys’ fees) reasonably incurred by such person. The Company
      shall be required to indemnify a person in connection with a proceeding (or
      part
      thereof) initiated by such person only if the proceeding (or part thereof)
      was
      authorized by the Board of the Company.




Section
      6.2Prepayment
      of Expenses.




The
      Company shall pay the expenses (including attorneys’ fees) incurred in defending
      any proceeding, for which indemnification is required pursuant to Section
      6.1 of these
      Bylaws, in advance of its final disposition, provided, however, that the payment
      of expenses incurred by a director or officer in advance of the final
      disposition of the proceeding shall be made only upon receipt of an undertaking
      by the director or officer to repay all amounts advanced if it should be
      ultimately determined that the director or officer is not entitled to be
      indemnified under this Article or otherwise.




-16-




Section
      6.3Non-Exclusivity
      of Rights.




The
      rights conferred on any person by this Article VI shall not be exclusive of
      any
      other rights which such person may have or hereafter acquire under any statute,
      provision of the Certificate of Incorporation, these Bylaws, agreement, vote
      of
      stockholders or disinterested directors or otherwise.




Section
      6.4Other
      Indemnification.




The
      Company’s obligation, if any, to indemnify any person who was or is serving at
      its request as a director, officer, employee or agent of another Company,
      partnership, joint venture, trust or other enterprise shall be reduced by any
      amount such person may collect as indemnification from such other corporation,
      partnership, joint venture, trust or other enterprise.




**Section
      6.5**  **Insurance.**




The
      Company may maintain insurance, at its expense, to protect itself and any
      director, officer, employee or agent of the Company, or such person who is
      or
      was serving at the request of the Company as a director, officer, employee
      or
      agent of another Company, partnership, joint venture, trust or other enterprise
      against any such expense, liability or loss, whether or not the Company would
      have the power to indemnify such person against such expense, liability or
      loss
      under Delaware law.




**Section
      6.6**  **Conflicts.**




No
      indemnification or advance shall be made under this Article VI, except where
      such indemnification or advance is mandated by law or order, judgment or decree
      of any court of competent jurisdiction, in any circumstance where it appears:
      (i) that it would be inconsistent with a provision of the Certificate of
      Incorporation, these Bylaws, a resolution of the stockholders or an agreement
      in
      effect at the time of the accrual of the alleged cause of the action asserted
      in
      the proceeding in which the expenses were incurred or other amounts were paid,
      which prohibits or otherwise limits indemnification; or (ii) that it would
      be
      inconsistent with any condition expressly imposed by a court in approving a
      settlement.




**Section
      6.7**  **Amendment
      or Repeal** **.**




Any
      repeal or modification of the foregoing provisions of this Article VI shall
      not
      adversely affect any right or protection under this Article VI of any person
      in
      respect of any act or omission occurring prior to the time of such repeal or
      modification.




-17-




**ARTICLE
      VII**


**MISCELLANEOUS**




**Section
      7.1**  **Maintenance
      of Share Register.**




The
      Company shall keep at its principal executive office, or at the office of its
      transfer agent or registrar, if either be appointed and as determined by
      resolution of the Board, a record of its stockholders, giving the names and
      addresses of all stockholders and the number and class of shares held by each
      stockholder.




**Section
      7.2**  **Interested
      Directors and Officers; Quorum.**




No
      contract or transaction between the Company and one or more of its directors
      or
      officers, or between the Company 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 or committee thereof
      which authorizes the contract or transaction, or solely because his or their
      votes are counted for such purpose, if: (1) the material facts as to such
      director’s or officer’s relationship or interest and as to the contract or
      transaction are disclosed or are known to the Board or the committee, and the
      Board 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; (2) the material facts as to
      such
      director’s or officer’s 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 (3) the contract or transaction is fair as
      to
      the Company as of the time it is authorized, approved or ratified by the Board,
      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 or
      of
      a committee which authorizes the contract or transaction.




**Section
      7.3**  **Registered
      Stockholder.**




Except
      as
      may otherwise be required by law, by the Certificate of Incorporation or by
      these Bylaws, the Company shall be entitled to treat the record holder of stock
      as shown on its books as the owner of such stock for all purposes, including
      the
      payment of dividends and the right to vote with respect thereto, regardless
      of
      any transfer, pledge or other disposition of such stock, until the shares have
      been transferred on the books of the Company in accordance with the requirements
      of these Bylaws.




**Section
      7.4**  **Inspection
      of Bylaws.**




The
      Company shall keep at its principal executive office the original or a copy
      of
      these Bylaws as amended to date, which copy shall be open to inspection by
      stockholders at reasonable times during office hours.




-18-




**Section
      7.5**  **Certificates
      of Stock.**




(a)  Shares
      of
      the capital stock of the Company may be certificated or uncertificated, as
      provided under the DGCL. Each stockholder, upon written request to the transfer
      agent or registrar of the Company, shall be entitled to a certificate of the
      capital stock of the Company in such form as may from time to time be prescribed
      by the Board. Any certificates issued to any stockholder of the Company shall
      be
      signed in the name of the Company by (i) the Chairman of the Board, the Chief
      Executive Officer, the President or the Executive Vice President and (ii) the
      Secretary, any Assistant Secretary, the Chief Financial Officer, any Assistant
      Chief Financial Officer of the Company, Treasurer or any Assistant Treasurer.
      Any of the signatures on the certificate may be facsimile. If any officer,
      transfer agent or registrar whose signature appears on the certificate shall
      cease to be such an officer, transfer agent or registrar before such certificate
      is issued, the certificate may be issued by the Company with the same effect
      as
      if such person continued to be an officer, transfer agent or registrar at the
      date of issue. Every certificate for shares of stock which are subject to any
      restriction on transfer and every certificate issued when the Company is
      authorized to issue more than one class or series of stock shall contain such
      legend with respect thereto as is required by law. The Company shall be
      permitted to issue fractional shares.




(b)  To
      the
      fullest extent permitted by law, shares may be issued prior to full payment
      under such restrictions and for such purposes as the Board may lawfully provide; provided ,
      however, that on any certificate issued to represent any partly paid shares,
      the
      total amount of the consideration to be paid therefor and the amount paid
      thereof shall be stated.




(c)  Except
      as
      provided in this Section
      7.5 ,
      no new
      certificate for shares shall be issued in lieu of an old one unless the old
      certificate is surrendered and canceled at the same time. The Company may,
      however, in case any certificate is alleged to have been lost, stolen or
      destroyed, issue (i) a new certificate or certificates of stock or (ii)
      uncertificated shares in place of any certificate or certificates previously
      issued by the Company alleged to have been lost, stolen or destroyed, and the
      Company may require that the Company be given a bond or other adequate security
      sufficient to indemnify the Company against any claim that may be made against
      it (including expense or liability) on account of the alleged loss, theft or
      destruction of such certificate or the issuance of such new
      certificate.




**Section
      7.6**  **Transfers
      of Stock.**




(a)  Upon
      surrender to the Company or the transfer agent of the Company of a certificate
      for shares duly endorsed or accompanied by proper evidence of succession,
      assignation or authority to transfer, it shall be the duty of the Company to
      issue a new certificate or evidence of the issuance of uncertificated shares
      to
      the stockholder entitled thereto, cancel the old certificate and record the
      transaction upon the Company’s books. Upon the surrender of any certificate for transfer of stock, such certificate shall at once be
      conspicuously marked on its face "Cancelled" and filed with the permanent stock
      records of the Company.





(b)  Upon
      the
      receipt of proper transfer instructions from the registered owner of
      uncertificated shares, such uncertificated shares shall be cancelled, issuance
      of new equivalent uncertificated shares or certificated shares shall be made
      to
      the stockholder entitled thereto and the transaction shall be recorded upon
      the
      books of the Company. If
      the
      Company has a transfer agent or registrar acting
      on its behalf, the signature of any officer or representative thereof may be
      in
      facsimile.




-19-




(c)  The
      Board
      may appoint a transfer agent and one or more co-transfer agents and registrar
      and one or more co-registrars and may make or authorize such agent to make
      all
      such rules and regulations deemed expedient concerning the issue, transfer
      and
      registration of shares of stock .




**Section
      7.7**  **Rights
      Plans.**




(a)  The
      Board
      shall seek stockholder approval prior to its adoption of a Rights Plan, unless
      the Board, in the exercise of its fiduciary duties and with the concurrence
      of a
      majority of its independent directors, determines that, under the circumstances
      existing at the time, it is in the best interests of the stockholders of the
      Company to adopt a Rights Plan without delay.




(b)  If
      a
      Rights Plan is adopted by the Company without prior approval of the stockholders
      of the Company, such plan must provide that it shall expire unless ratified
      by
      the stockholders of the Company within one (1) year of adoption.




(c)  For
      purposes of this Section 7.7, the term "Rights Plan" refers generally to any
      plan providing for the distribution of preferred stock, rights, warrants,
      options or debt in to the stockholders of the Company, designed to deter
      non-negotiated takeovers by conferring certain rights on the stockholders of
      the
      Company upon the occurrence of a "triggering event" such as a tender offer
      or
      third party acquisition of a specified percentage of stock.




**Section
      7.8**  **Annual
      Statement to Stockholders.**




The
      Board
      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 Company.




**Section
      7.9**  **Representation
      of Shares of Other Corporations.**




The
      Chairman of the Board, the Chief Executive Officer, the President, the Executive
      Vice President, the Secretary, the Chief Financial Officer and such other
      officers as the Board may designate by resolution are each authorized to vote,
      represent and exercise on behalf of the Company all rights incident to any
      and
      all shares of any other corporation or corporations standing in the name of
      the
      Company. The authority herein granted may be exercised either by any such
      officer in person or by any other person so authorized to do by proxy or power
      of attorney duly elected by said officer.




**Section
      7.10**  **Stock
      Purchase Plan.**




The
      Company may adopt and carry out a stock purchase plan or agreement or stock
      option plan or agreement providing for the issue and sale for such consideration
      as may be fixed of its unissued shares, or of issued shares acquired or to
      be
      acquired, to one or more of the employees or directors of the Company or of
      a
      subsidiary or to a trustee on their behalf and for the payment for such shares
      in installments or at one time, and may provide for aiding any such persons
      in
      paying for such shares by compensation for services rendered, promissory notes
      or otherwise.




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Any
      such
      stock purchase plan or agreement or stock option plan or agreement may include,
      among other features, the fixing of eligibility for participation therein,
      the
      class and price of shares to be issued or sold under the plan or agreement,
      the
      number of shares which may be subscribed for, the method of payment therefor,
      the reservation of title until full payment therefor, the effect of the
      termination of employment, an option or obligation on the part of the Company
      to
      repurchase the shares upon termination of employment, restrictions upon transfer
      of the shares, the time limits of and termination of the plan, and any other
      matters, not in violation of applicable law, and may be included in the plan
      as
      approved or authorized by the Board or any committee of the Board.




**Section
      7.11**  **Construction.**




Unless
      the context otherwise requires, the general provisions, rules of construction
      and definitions contained in DGCL shall govern the construction of these Bylaws.
      Without limiting the generality of this provision, the singular includes the
      plural, plural number includes the singular, and the term “person” includes both
      a corporation and a natural person.




**Section
      7.12**  **Amendment
      of These Bylaws.**




Subject
      to restrictions contained in the Certificate of Incorporation, these Bylaws,
      or
      any of them, may be amended, altered or repealed and new Bylaws may be adopted,
      in each case in any manner not inconsistent with DGCL or the Certificate of
      Incorporation, by the affirmative vote of at least a majority of the members
      of
      the Board or by the affirmative vote of the holders of at least a majority
      of
      the voting power of the outstanding shares of common stock of the Company.
      Notwithstanding the foregoing, no amendment, modification or waiver shall be
      binding or effective with respect to this Section
      7.12 without
      the affirmative vote of the holders of at least a majority of the voting power
      of the outstanding shares of common stock of the Company.




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