Exhibit 3.2







BY-LAWS




OF




PLANET
ZANETT, INC.




(F/K/A
BAB (DELAWARE), INC.)




(HEREINAFTER
CALLED THE “CORPORATION”)









ARTICLE
1




OFFICES
AND RECORDS




SECTION
1.1 REGISTERED OFFICE.  The principal office of the Corporation in the
State of Delaware shall be located in the City of Dover, County of Kent and the
name and address of its registered agent is Incorporating Services, Ltd., 15
East North Street, Dover, Delaware 19901.




SECTION
1.2 OTHER OFFICES.  The Corporation may have such other offices,
either within or without the State of Delaware, as the Board of Directors
(herein referred to as the “BOARD OF DIRECTORS” or the “Board”) may designate or
as the business of the Corporation may from time to time require.




SECTION
1.3 BOOKS AND RECORDS. The books and records of the Corporation may be kept
outside the State of Delaware at such place or places as may from time to time
be designated by the Board of Directors.




ARTICLE
2




STOCKHOLDERS




SECTION
2.1 ANNUAL MEETING.  The annual meeting of stockholders for the
election of directors shall be held on such date and at such time as shall be
designated from time to time by the Board of Directors. Any other proper
business may be transacted at the annual meeting of stockholders.




SECTION
2.2 SPECIAL MEETING.  Unless otherwise required by law, special
meetings of stockholders, for any purpose or purposes, may be called as set
forth in the certificate of incorporation of the Corporation, as amended or
amended and restated from time to time (the “CERTIFICATE OF
INCORPORATION”).




SECTION
2.3 PLACE OF MEETING.  Meetings of the stockholders for the election
of directors or for any other purpose shall be held at such time and place,
either within or without the State of Delaware as shall be designated from time
to time by the Board of Directors.




SECTION
2.4 NOTICE OF MEETING.  Written or printed notice, stating the place,
day and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be delivered by the Corporation not less than 10 days nor more
than 60 days before the date of the meeting, either personally or by mail, to
each stockholder of record entitled to vote at such meeting. 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 his address as it
appears on the stock transfer books of the Corporation.  Such further
notice shall be given as may be required by law. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation’s notice of meeting. Meetings may be
held without notice if all stockholders entitled to vote are present, or if
notice is waived by those not present in accordance with Section 6.2 of these
By-Laws. Any previously scheduled meeting of the stockholders may be postponed,
and (unless the Certificate of Incorporation otherwise provides) any special
meeting of the stockholders may be cancelled, by resolution of the Board of
Directors upon public notice given prior to the date previously scheduled for
such meeting of stockholders.




SECTION
2.5 QUORUM AND ADJOURNMENT.  Except as otherwise provided by law or by
the Certificate of Incorporation, the holders of a majority of the voting power
of the outstanding shares of the Corporation entitled to vote generally in the
election of directors (the “Voting Stock”), represented in person or by proxy,
shall constitute a quorum at a meeting of stockholders, except that when
specified business is to be voted on separately by a class or series of stock
voting as a class, the holders of a majority of the shares of such class or
series shall constitute a quorum of such class or series for the transaction of
such business. The Chairman of the meeting or a majority of the shares so
represented may adjourn the meeting from time to time, whether or not there is
such a quorum. No notice of the time and place of adjourned meetings need be
given except as required by law. The stockholders present at a duly called
meeting at which a quorum is present may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.




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SECTION
2.6 PROXIES.  At all meetings of stockholders, a stockholder may vote
by proxy executed in writing (or in such manner prescribed by the General
Corporation Law of the State of Delaware) by the stockholder, or by his duly
authorized attorney in fact.




SECTION
2.7    NOTICE OF STOCKHOLDER BUSINESS AND
NOMINATIONS.




(A)
ANNUAL MEETINGS OF STOCKHOLDERS.




(1)
Nominations of persons for election to the Board of Directors of the Corporation
and the proposal of business to be considered by the stockholders may be made at
an annual meeting of stockholders (a) pursuant to the Corporation’s notice of
meeting, (b) by or at the direction of the Board of Directors, or (c) by any
stockholder of the Corporation who was a stockholder of record at the time of
giving of notice provided for in this By-Law, who is entitled to vote at the
meeting and who complies with the notice procedures set forth in this
By-Law.




(2) For
nominations or other business to be properly brought before an annual meeting by
a stockholder pursuant to clause (c) of paragraph (A)(l) of this By-Law, the
stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation and such other business must otherwise be a proper matter for
stockholder action. To be timely, a stockholder’s notice shall be delivered to
the Secretary at the principal executive offices of the Corporation not later
than the close of business on the 60th day nor earlier than the close of
business on the 90th day prior to the first anniversary of the preceding year’s
annual meeting; provided, however, that in the event that the date of the annual
meeting is more than 30 days before or more than 60 days after such anniversary
date, notice by the stockholder to be timely must be so delivered not earlier
than the close of business on the 90th day prior to such annual meeting and not
later than the close of business on the later of the 60th day prior to such
annual meeting or the 10th day following the day on which public announcement of
the date of such meeting is first made by the Corporation. In no event shall the
public announcement of an adjournment of an annual meeting commence a new time
period for the giving of a stockholder’s notice as described above. Such
stockholder’s notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) and Rule 14a-11 thereunder
(including such Person’s written consent to being named in the proxy statement
as a nominee and to serving as a director if elected); (b) as to any other
business that the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, 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 (c) as to the stockholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is
made, (i) the name and address of such stockholder, as they appear on the
Corporation’s books, and of such beneficial owner, and (ii) the class and number
of shares of the Corporation which are owned beneficially and of record by such
stockholder and such beneficial owner.




(3)
Notwithstanding anything in the second sentence of paragraph (A) (2) of this
By-Law to the contrary, in the event that the number of directors to be elected
to the Board of Directors of the Corporation is increased and there is no public
announcement by the Corporation naming all of the nominees for director or
specifying the size of the increased Board of Directors at least 70 days prior
to the first anniversary of the preceding year’s annual meeting, a stockholder’s
notice required by this By-Law shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it shall
be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 10th day following the
day on which such public announcement is first made by the
Corporation.




(B)
SPECIAL MEETINGS OF STOCKHOLDERS. Only such business shall be conducted at a
special meeting of stockholders as shall have been brought before the meeting
pursuant to the Corporation’s notice of meeting. Nominations of persons for
election to the Board of Directors may be made at a special meeting of
stockholders at which directors are to be elected pursuant to the Corporation’s
notice of meeting (a) by or at the direction of the Board of Directors or (b)
provided that the Board of Directors has determined that directors shall be
elected at such meeting, by any stockholder of the Corporation who is a
stockholder of record at the time of giving of notice provided for in this
By-Law, who shall be entitled to vote at the meeting and who complies with the
notice procedures set forth in this By-Law. In the event the Corporation calls a
special meeting of stockholders for the purpose of electing one or more
directors to the Board of Directors, any such stockholder may nominate a person
or persons (as the case may be), for election to such position(s) as specified
in the Corporation’s notice of meeting, if the stockholder’s notice required by
paragraph (A)(2) of this By-Law shall be delivered to the Secretary at the
principal executive offices of the Corporation not earlier than the close of
business on the 90th day prior to such special meeting and not later than the
close of business on the later of the 60th day prior to such special meeting or
the 10th day following the day on which public announcement is first made of the
date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting. In no event shall the public
announcement of an adjournment of a special meeting commence a new time period
for the giving of a stockholder’s notice as described above.




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(C)
GENERAL.




(1) Only
such persons who are nominated in accordance with the procedures set forth in
this By-Law shall be eligible to serve as directors and only such business shall
be conducted at a meeting of stockholders as shall have been brought before the
meeting in accordance with the procedures set forth in this By-Law. Except as
otherwise provided by law, the Certificate of Incorporation or these By-Laws,
the Chairman of the meeting shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with the procedures set forth in
this By- Law and, if any proposed nomination or business is not in compliance
with this By-Law, to declare that such defective proposal or nomination shall be
disregarded.




(2) For
purposes of this By-Law, “public announcement” shall mean disclosure in a press
release reported by the Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the Corporation with
the Securities and Exchange Commission (the “SEC”) pursuant to Section 13, 14 or
15(d) of the Exchange Act. Any document which is available on the SEC’s website
(http://www.sec.gov), or other websites providing access to documents filed with
the SEC, shall be considered publicly available.




(3)
Notwithstanding the foregoing provisions of this By-Law, a stockholder shall
also comply with all applicable requirements of the Exchange Act and the rules
and regulations thereunder with respect to the matters set forth in this By-Law.
Nothing in this By- Law shall be deemed to affect any rights of stockholders to
request inclusion of proposals in the Corporation’s proxy statement pursuant to
Rule 14a-8 under the Exchange Act.




SECTION
2.8 PROCEDURE FOR ELECTION OF DIRECTORS; REQUIRED VOTE.  Election of
directors at all meetings of the stockholders at which directors are to be
elected shall be by ballot, and subject to the rights of the holders of any
series of Preferred Stock to elect directors under specified circumstances, a
plurality of the votes cast thereat shall elect directors. Except as otherwise
provided by law, the Certificate of Incorporation, or these By-Laws, in all
matters other than the election of directors, the affirmative vote of the
holders of a majority of the voting power represented by the shares present in
person or represented by proxy at the meeting and entitled to vote on the matter
shall be the act of the stockholders.




SECTION
2.9 INSPECTORS OF ELECTIONS; OPENING AND CLOSING THE POLLS.  The Board
of Directors by resolution shall appoint one or more inspectors, which inspector
or inspectors may include individuals who serve the Corporation in other
capacities, including, without limitation, as officers, employees, agents or
representatives, to act at the meetings of stockholders and make a written
report thereof. One or more persons may be designated as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate has been
appointed to act or is able to act at a meeting of stockholders, the Chairman of
the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before discharging such inspector’s duties, shall take and sign an
oath faithfully to execute the duties of inspector with strict impartiality and
according to the best of such inspector’s ability. The inspectors shall have the
duties prescribed by law. The Chairman of the meeting shall fix and announce at
the meeting the date and time of the opening and the closing of the polls for
each matter upon which the stockholders will vote at a meeting.




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SECTION
2.10 VOTING.  Unless otherwise required by law, the Certificate of
Incorporation or these By-laws, any question brought before any meeting of
stockholders, other than the election of directors, shall be decided by the vote
of the holders of a majority of the total number of votes of the capital stock
represented and entitled to vote thereat, voting as a single class. Unless
otherwise provided in the Certificate of Incorporation, and subject to this
Article II, each stockholder represented at a meeting of stockholders shall be
entitled to cast one vote for each share of the capital stock entitled to vote
thereat held by such stockholder. Such votes may be cast in person or by proxy
but no proxy shall be voted on or after three years from its date, unless such
proxy provides for a longer period. The Board of Directors, in its discretion,
or the officer of the Corporation presiding at a meeting of stockholders, in
such officer’s discretion, may require that any votes cast at such meeting shall
be cast by written ballot.




SECTION
2.11 CONDUCT OF MEETINGS.  The Board of Directors of the Corporation
may adopt by resolution such rules and regulations for the conduct of the
meeting of the stockholders as it shall deem appropriate. Except to the extent
inconsistent with such rules and regulations as adopted by the Board of
Directors, the Chairman of any meeting of the stockholders shall have the right
and authority to prescribe such rules, regulations and procedures and to do all
such acts as, in the judgment of such Chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the Board of Directors or prescribed by the Chairman of the meeting, may
include, without limitation, the following: (i) the establishment of an agenda
or order of business for the meeting; (ii) the determination of when the polls
shall open and close for any given matter to be voted on at the meeting; (iii)
rules and procedures for maintaining order at the meeting and the safety of
those present; (iv) limitations on attendance at or participation in the meeting
to stockholders of record of the corporation, their duly authorized and
constituted proxies or such other persons as the Chairman of the meeting shall
determine; (v) restrictions on entry to the meeting after the time fixed for the
commencement thereof; and (vi) limitations on the time allotted to questions or
comments by participants.




SECTION
2.12 LIST OF STOCKHOLDERS ENTITLED TO VOTE.  The officer of the
Corporation who has charge of the stock ledger of the Corporation shall prepare
and make, at least 10 days before every meeting of stockholders, a complete list
of the stockholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least 10 days prior to the meeting
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder of the Corporation who is present.




SECTION
2.13 STOCK LEDGER.  The stock ledger of the Corporation shall be the
only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 2.10 of this Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of
stockholders.




SECTION
2.14 RECORD DATE.




(A) In
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than 60 nor less than 10 days
before the date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held. 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;
providing, however, that the Board of Directors may fix a new record date for
the adjourned meeting.




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(B) In
order that the Corporation may determine the stockholders entitled to receive
payment of any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such action. If
no record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.




(C) In
order that the Corporation may determine the stockholders entitled to receive
payment of any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such action. If
no record date is fixed the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.




SECTION
2.15 The Corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends, and
to vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise required by law.




SECTION
2.16 RECORD DATE FOR ACTION BY WRITTEN CONSENT.  In order that the
Corporation may determine the stockholders entitled to consent to corporate
action in writing without a meeting, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which date
shall not be more than 10 days after the date upon which the resolution fixing
the record date is adopted by the Board of Directors. Any stockholder of record
seeking to have the stockholders authorize or take corporate action by written
consent shall, by written notice to the Secretary, request the Board of
Directors to fix a record date. The Board of Directors shall promptly, but in
all events within 10 days after the date on which such a request is received
adopt a resolution fixing the record date. If no record date has been fixed by
the Board of Directors within 10 days of the date on which such a request is
received, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in Delaware,
its principal place of business or to any officer or agent of the Corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporation’s registered office shall be by hand
or by certified or registered mail return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by applicable law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the date on which the Board of
Directors adopts the resolution taking such prior action.




SECTION
2.17 INSPECTORS OF WRITTEN CONSENT.  In the event of the delivery, in
the manner provided by Section 2.13, to the Corporation of the requisite written
consent or consents to take corporate action and/or any related revocation or
revocations, the Corporation shall engage nationally recognized independent
inspectors of elections for the purpose of promptly performing a ministerial
review of the validity of the consents and revocations. For the purpose of
permitting the inspectors to perform such review, no action by written consent
without a meeting shall be effective until such date as the independent
inspectors certify to the Corporation that the consents delivered to the
Corporation in accordance with Section 2.13 represent at least the minimum
number of votes that would be necessary to take the corporate action. Nothing
contained in this paragraph shall in any way be construed to suggest or imply
that the Board of Directors or any stockholder shall not be entitled to contest
the validity of any consent or revocation thereof, whether before or after such
certification by the independent inspectors, or to take any other action
(including, without limitation, the commencement, Prosecution or defense of any
litigation with respect thereto, and the seeking of injunctive relief in such
litigation).




5




SECTION
2.18 EFFECTIVENESS OF WRITTEN CONSENT.  Every written consent shall
bear the date of signature of each stockholder who signs the consent and no
written consent shall be effective to take the corporate action referred to
therein unless, within 60 days of the earliest dated written consent received in
accordance with Section 2.16, a written consent or consents signed by a
sufficient number of holders to take such action are delivered to the
Corporation in the manner prescribed in Section 2.16.




ARTICLE
3




BOARD
OF DIRECTORS




SECTION
3.1 GENERAL POWERS.  The business and affairs of the Corporation shall
be managed under the direction of the Board of Directors. In addition to the
powers and authorities by these By-Laws expressly conferred upon them, the Board
of Directors may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws required to be exercised or done by the
stockholders.




SECTION
3.2 NUMBER AND TENURE.  The business and affairs of the Corporation
shall be managed by the Board of Directors, the number thereof to be determined
from time to time, by resolution of the Board of Directors. Each director shall
serve for a term of one year from the date of his election and until his
successor is elected. Directors need not be stockholders.




SECTION
3.3 CHAIRMAN OF THE BOARD.  The Chairman of the Board shall be chosen
from among the Directors by majority vote of the Directors. The Chairman of the
Board shall preside at all meetings of the stockholders and of the Board of
Directors. Unless otherwise provided by resolution of the Board of Directors,
the Chairman of the Board shall not be an officer of the Corporation. The
Chairman of the Board shall perform all duties incidental to his office which
may be required by law and all such other duties as are properly required of him
by the Board of Directors.




SECTION
3.4 REGULAR MEETINGS.  A regular meeting of the Board of Directors
shall be held without other notice than this By-Law immediately after, and at
the same place as, the Annual Meeting of Stockholders. The Board of Directors
may, by resolution, provide the time and place for the holding of additional
regular meetings without other notice than such resolution.




SECTION
3.5 SPECIAL MEETINGS.  Special meetings of the Board of Directors
shall be called at the request of the Chairman of the Board or a majority of the
Board of Directors then in office. The person or persons authorized to call
special meetings of the Board of Directors may fix the place and time of the
meetings.




SECTION
3.6 NOTICE.  Notice of any special meeting of directors shall be given
to each director at the director’s business or residence in writing by hand
delivery, first-class or overnight mail or courier service, telegram or
facsimile transmission, or orally by telephone. If mailed by first-class mail,
such notice shall be deemed adequately delivered when deposited in the United
States mail so addressed, with postage thereon prepaid, at least five days
before such meeting. If by telegram, overnight mail or courier service, such
notice shall be deemed adequately delivered when the telegram is delivered to
the telegraph company or the notice is delivered to the overnight mail or
courier service company at least 24 hours before such meeting. If by facsimile
transmission, such notice shall be deemed adequately delivered when the notice
is transmitted at least 12 hours before such meeting. If by telephone or by hand
delivery, the notice shall be given at least 12 hours prior to the time set for
the meeting. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the Board of Directors need be specified in the
notice of such meeting, except for amendments to these By-Laws, as provided
under Section 8.1. A meeting may be held at any time without notice if all the
directors are present or if those not present waive notice of the meeting in
accordance with Section 6.2 of these By-Laws.




SECTION
3.7 ACTION BY CONSENT OF BOARD OF DIRECTORS.  Any action required or
permitted to be taken at any meeting of the Board of Directors or
of  any committee thereof may be taken without a meeting if all
members of the Board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board or committee.




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SECTION
3.8 CONFERENCE TELEPHONE MEETINGS.  Members of the Board of Directors,
or any committee thereof, may participate in a meeting of the Board of Directors
or such committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at such meeting.




SECTION
3.9 QUORUM.  Except as otherwise required by law or the Certificate of
Incorporation, at all meetings of the Board of Directors, a majority of the
Board of Directors then in office, shall constitute a quorum for the transaction
of business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors. If a quorum
shall not be present at any meeting of the Board of Directors, the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting of the time and place of the adjourned meeting,
until a quorum shall be present.




SECTION
3.10 EXECUTIVE AND OTHER COMMITTEES. The Board of Directors may, by resolution
adopted by a majority of the Board of Directors, designate An Executive
Committee to exercise, subject to and to the full extent of applicable
provisions of law, all the powers of the Board in the management of the business
and affairs of the Corporation when the Board is not in session and may, by
resolution similarly adopted, designate one or more other committees. The
Executive Committee may not, however (i) approve or adopt, or recommend to the
stockholders of the Corporation, any action or matter expressly required by the
General Corporation Law of the State of Delaware to be submitted to stockholders
for approval, or (ii) adopt, amend or repeal any By-Law of the Corporation. The
Executive Committee and each such other committee shall consist of two or more
directors of the Corporation. The Board may 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. Any such committee, other than the
Executive Committee (the powers of which are expressly provided for herein, may
to the extent permitted by law exercise such powers and shall have such
responsibilities as shall be specified in the designating resolution. In the
absence or disqualification of any member of such committee or committees, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not constituting a quorum, may unanimously appoint another
member of the Board to act at the meeting in the place of any such absent or
disqualified member. Each committee shall keep written minutes of its
proceedings and shall report such proceedings to the Board when
required.




A
majority of any committee shall constitute a quorum and may determine its action
and fix the time and place of its meetings, unless the Board shall otherwise
provide. Notice of such meetings shall be given to each member of the committee
in the manner provided for in Section 3.6 of these By-Laws. The Board shall have
power at any time to fill vacancies in, to change the membership of, or to
dissolve any such committee. Nothing herein shall be deemed to prevent the Board
from appointing one or more committees consisting in whole or in part of persons
who are not directors of the Corporation; provided, however, that no such
committee shall have or may exercise any authority of the Board.




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




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




7




SECTION
3.13 EX OFFICIO MEMBERS OF THE BOARD OF DIRECTORS.  The Board of
Directors, in its discretion, may appoint one or more persons as ex officio
members of the Board of Directors, who shall serve at the pleasure of the Board
of Directors. Ex officio members of the Board of Directors shall be permitted to
attend meetings of the Board of Directors but shall not be entitled to vote on
any matter before the Board of Directors and shall not be considered to be
directors of the Corporation for any other purpose, including without
limitation, for establishing a quorum, acting by written consent or providing
notice of meetings. Notwitstanding the foregoing, the Board of Directors may
hold meetings that do not include ex officio members of the Board of
Directors.




SECTION
3.14 REMOVAL.  Any director, or, the entire Board of Directors, may be
removed from office at any time, either with or without cause, by the
affirmative vote of holders of a majority of the voting power of shares of
Voting Stock.




SECTION
3.15 VACANCIES.  Unless otherwise required by law or the Certificate
of Incorporation, vacancies arising through death, resignation, removal, an
increase in the number of directors or otherwise may be filled only by a
majority of the directors then in office, though less than a quorum, or by a
sole remaining director, and the directors so chosen shall hold office until the
next annual election and until their successors are duly elected and qualified,
or until their earlier death, resignation or removal.




SECTION
3.16 RECORDS.  The Board of Directors shall cause to be kept a record
containing the minutes of the proceedings of the meetings of the Board and of
the stockholders, appropriate stock books and registers and such books of
records and accounts as may be necessary for the proper conduct of the business
of the Corporation.




ARTICLE
4




OFFICERS




SECTION
4.1 ELECTED OFFICERS.  The elected officers of the Corporation shall
be a Chief Executive Officer, a President, a Secretary, a Treasurer, and such
other officers (including, without limitation, a Chief Financial Officer) as the
Board of Directors from time to time may deem proper. All officers elected by
the Board of Directors shall each have such powers and duties as generally
pertain to their respective offices, subject to the specific provisions of this
Article IV. Such officers shall also have such powers and duties as from time to
time may be conferred by the Board of Directors or by any committee thereof. The
Board or any committee thereof may from time to time elect, or the Chief
Executive Officer may appoint, such other officers (including one or more
Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers) and
such agents, as may be necessary or desirable for the conduct of the business of
the Corporation. Such other officers and agents shall have such duties and shall
hold their offices for such terms as shall be provided in these By-Laws or as
may be prescribed by the Board or such committee or by the Chief Executive
Officer, as the case may be.




SECTION
4.2 ELECTION AND TERM OF OFFICE.The elected
officers of the Corporation shall be elected annually by the Board of Directors
at the regular meeting of the Board of Directors held after the annual meeting
of the stockholders. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as convenient. Each
officer shall hold office until his successor shall have been duly elected and
shall have been qualified or until his death or until he shall resign, but any
officer may be removed from office at any time by the affirmative vote of a
majority of the Board of Directors then in office, or, except in the case of an
officer or agent elected by the Board, by the Chief Executive Officer. Such
removal shall be without prejudice to the contractual rights, if any, of the
person so removed.




8




SECTION
4.3 CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer will be
responsible for the general management of the affairs of the Corporation and
shall perform all duties incidental to this office which may he required by law
and all such other duties as are properly required of this officer by the Board
of Directors. The Chief Executive Officer shall make reports to the Board of
Directors and the stockholders, and shall see that all orders and resolutions of
the Board of Directors and of any committee thereof are carried into effect. The
Chief Executive officer may also serve as President, if so elected by the
Board.




SECTION
4.4 PRESIDENT.The President shall
act in a general executive capacity and shall assist the Chief Executive Officer
in the administration and operation of the Corporation’s business and general
supervision of its policies and affairs. The President shall, in the absence of
or because of the inability to act of the Chief Executive Officer, perform all
duties of the Chief Executive Officer.




SECTION
4.5 VICE-PRESIDENTS.  Each Vice President shall have such powers and
shall perform such duties as shall be assigned to him by the Board of Directors
or the Chief Executive Officer.




SECTION
4.6 CHIEF FINANCIAL OFFICER.  The Chief Financial Officer (if any)
shall be a Vice President and act in an executive financial capacity. He shall
assist the Chief Executive Officer and the President in the general supervision
of the Corporation’s financial policies and affairs.




SECTION
4.7 The Treasurer shall exercise general supervision over the receipt, custody
and disbursement of corporate funds. The Treasurer shall cause the funds of the
Corporation to be deposited in such banks as may be authorized by the Board of
Directors, or in such banks as may be designated as depositories in the manner
provided by resolution of the Board of Directors. He shall have such further
powers and duties and shall be subject to such directions as may be granted or
imposed upon him from time to time by the Board of Directors or the Chief
Executive Officer.




SECTION
4.8 SECRETARY.  The Secretary shall keep or cause to be kept in one or
more books provided for that purpose, the minutes of all meetings of the Board,
the committees of the Board and the stockholders; he shall see that all notices
are duly given in accordance with the provisions of these By-Laws and as
required by law; he shall be custodian of the records and the seal of the
Corporation and affix and attest the seal to all stock certificates of the
Corporation (unless the seal of the Corporation on such certificates shall be a
facsimile, as hereinafter provided) and affix and attest the seal to all other
documents to be executed on behalf of the Corporation under its seal; and he
shall see that the books, reports, statements, certificates and other documents
and records required by law to be kept and filed are properly kept and filed;
and in general, he shall perform all the duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the Board or the Chief Executive Officer.




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




SECTION
4.10 REMOVAL.  Any officer elected, or agent appointed, by the Board
of Directors may be removed by the affirmative vote of a majority of the Whole
Board whenever, in their judgment, the best interests of the Corporation would
be served thereby. Any officer or agent appointed by the Chief Executive Officer
may be removed by such officer whenever, in judgment of such officer, the best
interests of the Corporation would be served thereby. No elected officer shall
have any contractual rights against the Corporation for compensation by virtue
of such election beyond the date of the election of his successor his death, his
resignation or his removal, whichever event shall first occur, except as
otherwise provided in an employment contract or under an employee deferred
compensation plan.




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SECTION
4.11 VACANCIES.  A newly created elected office and a vacancy in any
elected office because of death, resignation, or removal may be filled by the
Board of Directors for the unexpired portion of the term at any meeting of the
Board of Directors. Any vacancy in an office appointed by the Chief Executive
Officer because of death, resignation, or removal may be filled by the Chief
Executive Officer.




ARTICLE
5




STOCK
CERTIFICATES AND TRANSFERS




SECTION
5.1 STOCK CERTIFICATES AND TRANSFERS.The interest of
each stockholder of the Corporation shall be evidenced by certificates for
shares of stock in such form as the appropriate officers of the Corporation may
from time to time prescribe. The shares of the stock of the Corporation shall be
transferred on the books of the Corporation by the holder thereof in person or
by his attorney, upon surrender for cancellation of certificates for at least
the same number of shares, with an assignment and power of transfer endorsed
thereon or attached thereto, duly executed, with such proof of the authenticity
of the signature as the Corporation or its agents may reasonably
require.




SECTION
5.2 SIGNATURES.  The certificates of stock shall be signed,
countersigned and registered in such manner as the Board of Directors may by
resolution prescribe, which resolution may permit all or any of the signatures
on such certificates to be in facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate has ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the Corporation with the same
effect as if he were such officer, transfer agent or registrar at the date of
issue.




SECTION
5.3 LOST, STOLEN OR DESTROYED CERTIFICATES.  No certificates for
shares of stock in the Corporation shall be issued in place of any certificate
alleged to have been lost, destroyed or stolen, except on production of such
evidence of such loss, destruction or theft and on delivery to the Corporation
of a bond of indemnity in such amount, upon such terms and secured by such
Surety, as the Board of Directors or any financial officer may in its or his
discretion require.




ARTICLE
6




NOTICES




SECTION
6.1 NOTICES.  Whenever written notice is required by law, the
Certificate of Incorporation or these By-Laws, to be given to any director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such director, member of a committee or stockholder, at such
person’s address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Written notice may also
be given personally or by telegram, telex or cable.




SECTION 6.2 WAIVERS OF
NOTICE.  Whenever any notice is required by law,
the Certificate of Incorporation or these By-Laws, to be given to any director,
member of a committee or stockholder, a waiver thereof in writing, signed, by
the person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Attendance of a person at a
meeting, present in person or represented by proxy, shall constitute a waiver of
notice of such meeting, except where the person attends the meeting for the
express purpose of objecting at the beginning of the meeting to the transaction
of any business because the meeting is not lawfully called or
convened.




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ARTICLE
7




MISCELLANEOUS
PROVISIONS




SECTION
7.1 FISCAL YEAR.  The fiscal year of the Corporation shall begin on
the first day of January and end on the 31st day of December of each
year.




SECTION
7.2 DIVIDENDS.  The Board of Directors may from time to time declare,
and the Corporation may pay, dividends on its outstanding shares in the manner
and upon the terms and conditions provided by law and the Certificate of
Incorporation.




SECTION
7.3 SEAL.  The corporate seal shall have inscribed thereon the words
“Corporate Seal”, the year of incorporation and around the margin thereof the
words “BAB (Delaware), Inc.”




SECTION
7.4 AUDITS.  The accounts, books and records of the Corporation shall
be audited upon the conclusion of each fiscal year by an independent certified
public accountant selected by the Board of Directors, and it shall be the duty
of the Board of Directors to cause such audit to be done annually.




SECTION
7.5 RESIGNATIONS.  Any director or any officer, whether elected or
appointed, may resign at any time by giving written notice of such resignation
to the Chief Executive Officer, the President, or the Secretary, and such
resignation shall be deemed to be effective as of the close of business on the
date said notice is received by the Chief Executive Officer, the President, or
the Secretary, or at such later time as is specified therein. No formal action
shall be required of the Board of Directors or the stockholders to make any such
resignation effective.




SECTION
7.6 INDEMNIFICATION AND INSURANCE.




(A) Each
person who was or is made a party or is threatened to be made a party to or is
involved in any action, suit, or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a “proceeding”), by reason of the
fact that such person or a person of whom such person is the legal
representative is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans maintained
or sponsored by the Corporation, whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent or in
any other capacity while serving as a director, officer, employee or agent,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the General Corporation Law of the State of Delaware as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith, and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of such person’s heirs, executors and administrators; provided,
however, that except as provided in paragraph (C) of this By-Law, the
Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors. The
right to indemnification conferred in this By-Law shall be a contract right and
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition, such advances
to be paid by the Corporation within 20 days after the receipt by the
Corporation of a statement or statements from the claimant requesting such
advance or advances from time to time; provided, however, that if the General
Corporation Law of the State of Delaware requires, the payment of such expenses
incurred by a director or officer in such person’s capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation of an
undertaking by or on behalf of such director or officer, to repay all amounts so
advanced if it shall ultimately be determined that such director or officer is
not entitled to be indemnified under this By-Law or otherwise.




11




(B) To
obtain indemnification under this By-Law, a claimant shall submit to the
Corporation a written request, including therein or therewith such documentation
and information as is reasonably available to the claimant and is reasonably
necessary to determine whether and to what extent the claimant is entitled to
indemnification. Upon written request by a claimant for indemnification pursuant
to the first sentence of this paragraph (B), a determination, if required by
applicable law, with respect to the claimant’s entitlement thereto shall be made
as follows: (i) by the Board of Directors by a majority vote of a quorum
consisting of Disinterested Directors (as hereinafter defined), or (ii) if a
quorum of the Board of Directors consisting of Disinterested Directors is not
obtainable or, even if obtainable, such quorum of Disinterested Directors so
directs, by Independent Counsel in a written opinion to the Board of Directors,
a copy of which shall be delivered to the claimant, or (iii) if a quorum of
Disinterested Directors so directs, by the stockholders of the Corporation. If
it is so determined that the claimant is entitled to indemnification, payment to
the claimant shall be made within 10 days after such determination.




(C) If a
claim under paragraph (A) of this By-Law is not paid in full by the Corporation
within 30 days after a written claim pursuant to paragraph (B) of this By-Law
has been received by the Corporation, the claimant may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim
and, if successful in whole or in part, the claimant shall be entitled to be
paid also the expense of prosecuting such claim. It shall be a defense to any
such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standard of conduct which makes
it permissible under the General Corporation Law of the State of Delaware for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, Independent Counsel or
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because such claimant has met the applicable standard of conduct set forth in
the General Corporation Law of the State of Delaware, nor an actual
determination by the Corporation (including its Board of Directors, Independent
Counsel or stockholders) that the claimant has not met such applicable standard
of conduct, shall be a defense, to the action or create a presumption that the
claimant has not met the applicable standard of conduct.




(D) If a
determination shall have been made pursuant to paragraph (H) of this By-Law that
the claimant is entitled to indemnification, the Corporation shall be bound by
such determination in any judicial proceeding commenced pursuant to paragraph
(C) of this By-Law.




(E) The
Corporation shall be precluded from asserting in any judicial proceeding
commenced pursuant to paragraph (C) of this By-Law that the procedures and
presumptions of this By-Law are not valid, binding and enforceable and shall
stipulate in such proceeding that the Corporation is bound by all the provisions
of this By-Law.




(F) The
right to indemnification and the payment of expenses incurred in defending a
proceeding in advance of its final disposition conferred in this By-Law shall
not be exclusive of any other right which any person may have or hereafter
acquire under any statute, provision of the Certificate of Incorporation,
By-Laws, agreement, vote of stockholders or Disinterested Directors or
otherwise. No repeal or modification of this By-Law shall in any way diminish or
adversely affect the rights of any director, officer, employee or agent of the
Corporation hereunder in respect of any occurrence or matter arising prior to
any such repeal or modification.




(G) The
Corporation may maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the General
Corporation Law of the State of Delaware. To the extent that the Corporation
maintains any policy or policies providing such insurance, each such director or
officer, and each such agent or employee to which rights to indemnification have
been granted as provided in paragraph (H) of this By-Law,shall be covered by
such policy or policies in accordance with its or their terms to the maximum
extent of the coverage thereunder for any such director, officer, employee or
agent.




12




(H) The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification, and rights to be paid by the
Corporation the expenses incurred in defending any proceeding in advance of its
final disposition, to any employee or agent of the Corporation to the fullest
extent of the provisions of this By-Law with respect to the indemnification and
advancement of expenses of directors and officers of the
Corporation.




(I) If
any provision or provisions of this By-Law shall be held to be invalid, illegal
or unenforceable for any reason whatsoever: (1) the validity, legality and
enforceability of the remaining provisions of this By-Law (including, without
limitation, each portion of any paragraph of this By-Law containing any such
provision held to be invalid, illegal or unenforceable, that is not itself held
to be invalid, illegal or unenforceable) shall not in any way be affected or
impaired thereby; and (2) to the fullest extent possible, the provisions of this
By-Law (including, without limitation, each such portion of any paragraph of
this By-Law containing any such provision held to be invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable.




(J) For
purposes of this By-Law:




(1)
“Disinterested Director” means a director of the Corporation who is not and was
not a party to the matter in respect of which indemnification is sought by the
claimant.




(2)
“Independent Counsel” means a law firm, a member of a law firm, or an
independent practitioner, that is experienced in matters of corporation law and
shall include any person who, under the applicable standards of professional
conduct then prevailing, would not have a conflict of interest in representing
either the Corporation or the claimant in an action to determine the claimant’s
rights under this By-Law.




(K) Any
notice, request or other communication required or permitted to be given to the
Corporation under this By-Law shall be in writing and either delivered in person
or sent by telecopy, telex, telegram, overnight mail or courier service, or
certified or registered mail, postage prepaid, return receipt requested, to the
Secretary of the Corporation and shall be effective only upon receipt by the
Secretary.




ARTICLE
8




CONTRACTS
AND PROXIES




SECTION
8.1 CONTRACTS.Except as otherwise
required by law, the Certificate of Incorporation or these By-Laws, any
contracts or other instruments may be executed and delivered in the name and on
the behalf of the Corporation by such officer or officers of the Corporation as
the Board of Directors may from time to time direct. Such authority may be
general or confined to specific instances as the Board may determine. The Chief
Executive Officer, the President or any Vice President may execute bonds,
contracts, deeds, leases and other instruments to be made or executed for or on
behalf of the Corporation. Subject to any restrictions imposed by the Board of
Directors or the Chief Executive Officer, the President or any Vice President of
the Corporation may delegate contractual powers to others under his
jurisdiction, it being understood, however, that any such delegation of power
shall not relieve such officer of responsibility with respect to the exercise of
such delegated power.




SECTION
8.2 PROXIES.Unless otherwise
provided by resolution adopted by the Board of Directors, the Chief Executive
Officer, the President or any Vice President may from time to time appoint an
attorney or attorneys or agent or agents of the Corporation, in the name and on
behalf of the Corporation, to cast the votes which the Corporation may be
entitled to cast as the holder of stock or other securities in any other
corporation, any of whose stock or other securities may be held by the
Corporation, at meetings of the holders of the stock or other securities of such
other corporation, or to consent in writing, in the name of the Corporation as
such holder, to any action by such other corporation, and may instruct the
person or persons so appointed as to the manner of casting such votes or giving
such consent, and may execute or cause to be executed in the name and on behalf
of the Corporation and under its corporate seal or otherwise, all such written
proxies or other instruments as he may deem necessary or proper in the
premises.




13




ARTICLE
9




AMENDMENTS




SECTION
9.1 AMENDMENTS.  Except as expressly provided otherwise by the
Delaware General Corporation Law, the Certificate of Incorporation of the
Corporation, or other provisions of these By-Laws, these By-Laws may be altered,
amended or repealed, in whole or in part, or new By-Laws may be adopted by the
stockholders or by the Board of Directors, provided, however, that notice of
such alteration, amendment, repeal or adoption of new By-Laws be contained in
the notice of such meeting of stockholders or Board of Directors, as the case
may be. All such amendments must be approved by either the holders of a majority
of the outstanding capital stock entitled to vote thereon or by a majority of
the Board of Directors then in office.




14