**BYLAWS**
 **OF**
 **CSMG
        TECHNOLOGIES, INC.**
 **(As
        amended through January 18, 2007)**
 
 **ARTICLE
        I**
 **OFFICES**
 
 SECTION
        1. REGISTERED OFFICE. The registered office of the corporation shall be
        established and maintained at 701 CCNB North Tower, Corpus Christi, Texas
        78471.
 
 SECTION
        2. OTHER OFFICES. The corporation may have other offices, either within or
        without the State of Texas, at such place or places as the Board of Directors
        may from time to time appoint or the business of the corporation may
        require.
 
 **ARTICLE
        II**
 **MEETINGS
        OF STOCKHOLDERS**
 
 SECTION
        1. ANNUAL MEETINGS. Annual meetings of stockholders for the election of
        directors and for such other business as may be stated in the notice of the
        meeting, shall be held at such place, either within or without the State
        of
        Texas, and at such time and date as the Board of Directors, by resolution,
        shall
        determine and as set forth in the notice of the meeting. In the event the
        Board
        of Directors fails to so determine the time, date and place of meeting, the
        annual meeting of stockholders shall be held at the registered office of
        the
        corporation in Texas on the second Tuesday of May of each year at 11 a.m.,
        local
        time.
 
 If
        the
        date of the annual meeting shall fall upon a legal holiday, the meeting shall
        be
        held on the next succeeding business day. At each annual meeting, the
        stockholders entitled to vote shall elect a Board of Directors and they may
        transact such other corporate business as shall be stated in the notice of
        the
        meeting.
 
 SECTION
        2. OTHER MEETINGS. Meetings of stockholders for any purpose other than the
        election of directors may be held at such time and place as shall be stated
        in
        the notice of the meeting.
 
 SECTION
        3. VOTING. Each stockholder entitled to vote in accordance with the terms
        of the
        Certificate of Incorporation and in accordance with the provisions of these
        Bylaws shall be entitled to one vote, in person or by proxy, for each share
        of
        stock entitled to vote held by such stockholder, but no proxy shall be voted
        after three years from its date unless such proxy provides for a longer period.
        Upon the demand of any stockholder, the vote for directors and the vote upon
        any
        question before the meeting, shall be by ballot. All elections for directors
        shall be decided by plurality vote of the shares present in person or
        represented by proxy at the meeting and entitled to vote on the election
        of
        directors; and all other questions shall be decided by the affirmative vote
        of
        the majority of shares present in person or represented by proxy at the meeting
        and entitled to vote on the subject matter, except as otherwise provided
        by the
        Certificate of Incorporation or the laws of the State of Texas.
 
 
 
 A
        complete list of the stockholders entitled to vote at the ensuing election,
        arranged in alphabetical order, with the address of each, and the number
        of
        shares held by each, shall be open to the examination of any stockholder,
        for
        any purpose germane to the meeting, during ordinary business hours for a
        period
        of at least ten (10) days prior to the 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 who is present.
 
 SECTION
        4. QUORUM. Except as otherwise required by law, by the Certificate of
        Incorporation or by these Bylaws, the presence, in person or by proxy, of
        stockholders holding a majority of the stock of the corporation entitled
        to vote
        shall constitute a quorum at all meetings of the stockholders. In case a
        quorum
        shall not be present at any meeting, a majority in interest of the stockholders
        entitled to vote thereat, present in person or by proxy, shall have power
        to
        adjourn the meeting from time to time, without notice other than announcement
        at
        the meeting until the requisite amount of stock entitled to vote shall be
        present. At any such adjourned meeting at which the requisite amount of stock
        entitled to vote shall be represented, any business may be transacted which
        might have been transacted at the meeting as originally noticed; but only
        those
        stockholders entitled to vote at the meeting as originally noticed shall
        be
        entitled to vote at any adjournment or adjournments thereof.
 
 SECTION
        5. SPECIAL MEETINGS. Special meetings of the stockholders for any purpose
        or
        purposes may be called by the President or Secretary, or by resolution of
        the
        directors.
 
 SECTION
        6. NOTICE OF MEETINGS. Written notice, stating the place, date and time of
        the
        meeting, and the general nature of the business to be considered, shall be
        given
        to each stockholder entitled to vote thereat at his address as it appears
        on the
        records of the corporation, not less than ten (10) nor more than sixty (60)
        days
        before the date of the meeting. No business other than that stated in the
        notice
        shall be transacted at any meeting without the unanimous consent of all the
        stockholders entitled to vote thereat.
 
 SECTION
        7. ACTION WITHOUT MEETING. Unless otherwise provided by the Certificate of
        Incorporation, any action required to be taken at any annual or special meeting
        of stockholders, or any action which may be taken at any annual or special
        meeting, may be taken without a meeting, without prior notice and without
        a
        vote, if a consent in writing, setting forth the action so taken, shall be
        signed by the holders of outstanding stock having not less than the minimum
        number of votes that would be necessary to authorize or take such action
        at a
        meeting at which all shares entitled to vote thereon were present and voted.
        Prompt notice of the taking of the corporate action without a meeting by
        less
        than unanimous written consent shall be given to those stockholders who have
        not
        consented in writing.
  2
 
 **ARTICLE
        III**
 **DIRECTORS**
 
 SECTION
        1. NUMBER AND TERM. The number of directors shall be one or more. The directors
        shall be elected at the annual meeting of the stockholders and each director
        shall be elected to serve until his or her successor shall be elected and
        shall
        qualify. Directors need not be stockholders.
 
 SECTION
        2. RESIGNATIONS. Any director, member of a committee or other office may
        resign
        at any time. Such resignation shall be made in writing, and shall take effect
        at
        the time specified therein, and if no time be specified, at the time of its
        receipt by the President or Secretary. The acceptance of a resignation shall
        not
        be necessary to make it effective.
 
 SECTION
        3. VACANCIES. If the office of any director, member of a committee or other
        officer becomes vacant, the remaining directors in office, though less than
        a
        quorum by a majority vote, may appoint any qualified person to fill such
        vacancy, who shall hold office for the unexpired term and until his successor
        shall be duly chosen.
 
 SECTION
        4. REMOVAL. Any director or directors may be removed either for or without
        cause
        at any time by the affirmative vote of the holders of a majority of all the
        shares of stock outstanding and entitled to vote, at a special meeting of
        the
        stockholders called for the purpose and the vacancies thus created may be
        filled, at the meeting held for the purpose of removal, by the affirmative
        vote
        of a majority in interest of the stockholders entitled to vote.
 
 SECTION
        5. INCREASE OF NUMBER. The number of directors may be increased by amendment
        of
        these Bylaws by the affirmative vote of a majority vote of a majority in
        interest of the stockholders, at the annual meeting or at a special meeting
        called for that purpose, and by like vote the additional directors may be
        chosen
        at such meeting to hold office until the next annual election and until their
        successors are elected and qualify.
 
 SECTION
        6. POWERS. The Board of Directors shall exercise all of the powers of the
        corporation except such as are by law, or by the Certificate of Incorporation
        of
        the corporation or by these Bylaws conferred upon or reserved to the
        stockholders.
 
 SECTION
        7. COMMITTEES. The Board of Directors may, by resolution or resolutions passed
        by a majority of the whole board, designate one or more committees, each
        committee to consist of one or more of the directors of the corporation.
        Any
        such committee, to the extent provided in the resolution of the Board of
        Directors, or in these Bylaws, shall have and may exercise all the powers
        and
        authority of the Board of Directors in the management of the business and
        affairs of the corporation, and may authorize the seal of the corporation
        to be
        affixed to all papers which may require it; but no such committee shall have
        the
        power or authority in reference to amending the Certificate of Incorporation,
        adopting an agreement of merger or consolidation, recommending to the
        stockholders the sale, lease or exchange of all or substantially all of the
        corporation's property and assets, recommending to the stockholders a
        dissolution of the corporation or a revocation of a dissolution, or amending
        the
        Bylaws of the corporation; and, unless the resolution, these Bylaws or the
        Certificate of Incorporation expressly so provide, no such committee shall
        have
        the power or authority to declare a dividend or to authorize the issuance
        of
        stock.
  3
  SECTION
        8. ANNUAL MEETINGS. The annual meeting of the Board may be held at such time
        and
        place as shall be fixed by a vote of the shareholders at the annual meeting
        and
        no notice of such meeting shall be necessary to the newly elected directors
        in
        order to legally constitute such meeting.
 
 SECTION
        9. REGULAR MEETINGS. Regular meetings of the directors may be held without
        notice at such places and times as shall be determined from time to time
        by
        resolution of the directors.
 
 SECTION
        10. SPECIAL MEETINGS. Special meetings of the board may be called by the
        President or by the Secretary on the written request of any two (2) directors
        on
        at least two (2) days' notice to each director and shall be held at such
        place
        or places as may be determined by the directors, or as shall be stated in
        the
        call of the meeting.
 
 SECTION
        11. QUORUM. A majority of the directors shall constitute a quorum for the
        transaction of business. If at any meeting of the board there shall be less
        than
        a quorum present, a majority of those present may adjourn the meeting from
        time
        to time until a quorum is obtained, and no further notice thereof need be
        given
        other than by announcement at the meeting which shall be so
        adjourned.
 
 SECTION
        12. COMPENSATION. Directors shall not receive any stated salary for their
        services as directors or as members of committees, but by resolution of the
        board a fixed fee and expenses of attendance may be allowed for attendance
        at
        each meeting. Nothing herein contained shall be construed to preclude any
        director from serving the corporation in any other capacity as an officer,
        agent
        or otherwise, and receiving compensation therefor.
 
 SECTION
        13. ACTION WITHOUT MEETING. 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 prior to such action a written consent thereto is signed
        by all members of the board, or of such committee as the case may be, and
        such
        written consent is filed with the minutes of proceedings of the board or
        committee.
 
 **ARTICLE
        IV**
 **OFFICERS**
 
 SECTION
        1. OFFICERS. The officers of the corporation shall be a President, a Treasurer,
        and a Secretary, all of whom shall be elected by the Board of Directors and
        who
        shall hold office until their successors are elected and qualified. In addition,
        the Board of Directors may elect a Chairman, one (1) or more Vice Presidents
        and
        such Assistant Secretaries and Assistant Treasurers as they may deem proper.
        None of the officers of the corporation need be directors. The officers shall
        be
        elected at the first meeting of the Board of Directors after each annual
        meeting. More than two (2) offices may be held by the same person.
 
 4
 
 SECTION
        2. OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such other
        officers and agents as it may deem advisable, who shall hold their offices
        for
        such terms and shall exercise such powers and perform such duties as shall
        be
        determined from time to time by the Board of Directors.
 
 SECTION
        3. CHAIRMAN. The Chairman of the Board of Directors, if one be elected, shall
        preside at all meetings of the Board of Directors and he shall have and perform
        such other duties as from time to time may be assigned to him by the Board
        of
        Directors.
 
 SECTION
        4. PRESIDENT. The President shall be the chief executive officer of the
        corporation and shall have the general powers and duties of supervision and
        management usually vested in the office of President of a corporation. He
        shall
        preside at all meetings of the stockholders if present thereat, and in the
        absence or non-election of the Chairman of the Board of Directors, at all
        meetings of the Board of Directors, and shall have general supervision,
        direction and control of the business of the corporation. Except as the Board
        of
        Directors shall authorize the execution thereof in some other manner, he
        shall
        execute bonds, mortgages and other contracts in behalf of the corporation,
        and
        shall cause the seal to be affixed to any instrument requiring it and when
        so
        affixed the seal shall be attested by the signature of the Secretary or an
        Assistant Secretary.
 
 SECTION
        5. VICE PRESIDENT. Each Vice President shall have such powers and shall perform
        such duties as shall be assigned to him by the directors.
 
 SECTION
        6. TREASURER. The Treasurer shall have the custody of the corporate funds
        and
        securities and shall keep full and accurate accounts of receipts and
        disbursements in books belonging to the corporation. He shall deposit all
        monies
        and other valuables in the name and to the credit of the corporation in such
        depositories as may be designated by the Board of Directors.
 
 SECTION
        7. SECRETARY. The Secretary shall give, or cause to be given, notice of all
        meetings of stockholders and directors, and all other notices required by
        law or
        by these Bylaws, and in case of his absence or refusal or neglect so to do,
        any
        such notice may be given by any person thereunto directed by the President,
        or
        by the directors, or stockholders, upon whose requisition the meeting is
        called
        as provided in these Bylaws. He shall record all the proceedings of the meetings
        of the corporation and of the directors in a book to be kept for that purpose,
        and shall perform such other duties as may be assigned to him by the directors
        or the President. He shall have custody of the seal of the corporation and
        shall
        affix the same to all instruments requiring it, when authorized by the directors
        or the President, and attest the same.
 
 SECTION
        8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. Assistant Treasurers and
        Assistant Secretaries, if any, shall be elected and shall have such powers
        and
        shall perform such duties as shall be assigned to them, respectively, by
        the
        directors.
 
 SECTION
        9. SALARIES. The salaries of all officers of the corporation shall be fixed
        by
        the Board of Directors.
  5
  SECTION
        10. REMOVAL. Any officer elected or appointed by the Board of Directors may
        be
        removed from office, with or without cause, at any time by the affirmative
        vote
        of a majority of the directors present at any meeting of the Board at which
        a
        quorum is present.
 
 **ARTICLE
        V**
 **MISCELLANEOUS**
 
 SECTION
        1. CERTIFICATES OF STOCK. Certificates of stock, signed by the President
        or Vice
        President, and the Treasurer or an Assistant Treasurer, or Secretary or an
        Assistant Secretary, shall be issued to each stockholder certifying the number
        of shares owned by him in the corporation. Any of or all the signatures may
        be
        facsimiles.
 
 SECTION
        2. LOST CERTIFICATES. A new certificate of stock may be issued in the place
        of
        any certificate theretofore issued by the corporation, alleged to have been
        lost
        or destroyed, and the directors may, in their discretion, require the owner
        of
        the lost or destroyed certificate, or his legal representatives, to give
        the
        corporation a bond, in such sum as they may direct, not exceeding double
        the
        value of the stock, to indemnify the corporation against any claim that may
        be
        made against it on account of the alleged loss of any such certificate, or
        the
        issuance of any such new certificate.
 
 SECTION
        3. TRANSFER OF SHARES. The shares of stock of the corporation shall be
        transferable only upon its books by the holders thereof in person or by their
        duly authorized attorneys or legal representatives, and upon such transfer
        the
        old certificates shall be surrendered to the corporation by the delivery
        thereof
        to the person in charge of the stock and transfer books and ledgers, or to
        such
        other person as the directors may designate, by whom they shall be cancelled,
        and new certificates shall thereupon be issued. A record shall be made of
        each
        transfer and whenever a transfer shall be made for collateral security, and
        not
        absolutely, it shall be so expressed in the entry of the transfer.
 
 SECTION
        4. STOCKHOLDERS RECORD DATE. 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, or to express consent to corporation action in writing
        without a meeting, or entitled to receive payment of any dividend or other
        distribution or allotment of any rights, or entitled to exercise any rights
        in
        respect of any change, conversion or exchange of stock or for the purpose
        of any
        other lawful action, the Board of Directors may fix, in advance, a record
        date,
        which shall not be more than sixty (60) nor less than ten (10) days before
        the
        date of such meeting, nor more than sixty (60) days prior to any other action.
        A
        determination of stockholders of record entitled to notice of or to vote
        at a
        meeting of stockholders shall apply to any adjournment of the meeting; provided,
        however, that the Board of Directors may fix a new record date for the adjourned
        meeting.
 
 SECTION
        5. REGISTERED STOCKHOLDERS. The corporation shall be entitled to treat the
        holder of record of any share or shares as the holder in fact thereof, and,
        accordingly, shall not be bound to recognize any equitable or other claim
        to or
        interest in such share on the part of any other person, whether or not it
        shall
        have express or other notice thereof, except as may be otherwise expressly
        provided by the laws of Texas.
 
 6
 
 SECTION
        6. DIVIDENDS. Subject to the provisions of the Certificate of Incorporation,
        the
        Board of Directors may, out of funds legally available therefor at any regular
        or special meeting, declare dividends upon the capital stock of the corporation
        as and when they deem expedient. Before declaring any dividend there may
        be set
        apart out of any funds of the corporation available for dividends, such sum
        or
        sums as the directors from or as a reserve fund to meet contingencies or
        for
        equalizing dividends or for such other purposes as the directors shall deem
        conducive to the interests of the corporation.
 
 SECTION
        7. SEAL. The corporate seal shall be circular in form and shall contain the
        name
        of the corporation and the words "CORPORATE SEAL." Said seal may be used
        by
        causing it or a facsimile thereof to be impressed or affixed or reproduced
        or
        otherwise.
 
 SECTION
        8. FISCAL YEAR. The fiscal year of the corporation shall be determined by
        resolution of the Board of Directors.
 
 SECTION
        9. CHECKS. All checks, drafts or other orders for the payment of money, notes
        or
        other evidences of indebtedness issued in the name of the corporation shall
        be
        signed by such officer or officers, agent or agents of the corporation, and
        in
        such manner as shall be determined from time to time by resolution of the
        Board
        of Directors.
 
 SECTION
        10. NOTICE. Whenever any notice is required by these Bylaws to be given,
        personal notice is not meant unless expressly so stated, and any notice so
        required shall be deemed to be sufficient if given by depositing the same
        in the
        United States mail, postage prepaid, addressed to the person entitled thereto
        at
        his address as it appears on the records of the corporation, and such notice
        shall be deemed to have been given on the day of such mailing. Stockholders
        not
        entitled to vote shall not be entitled to receive notice of any meetings
        except
        as otherwise provided by Statute.
 
 SECTION
        11. WAIVER OF NOTICE. Whenever any notice whatever is required to be given
        under
        the provisions of any law, or under the provisions of the Certificate of
        Incorporation of the corporation or these Bylaws, 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.
 
 **ARTICLE
        VI**
 **INDEMNIFICATION
        OF OFFICERS, DIRECTORS,**
 **EMPLOYEES
        AND AGENTS**
 
 To
        the
        extent and in the manner permitted by the laws of the State of Texas, and
        specifically as is permitted under the general corporation act, the corporation
        shall indemnify any person who was or is a party or is threatened to be made
        a
        party to any threatened, pending or completed action, suit or proceeding,
        whether civil, criminal, administrative or investigative, other than an action
        by or in the right of the corporation, by reason of the fact that such person
        is
        or was a director, officer, employee or agent of the corporation, or is or
        was
        serving at the request of the corporation as a director, officer, employee
        or
        agent of another corporation, partnership, joint venture, trust or other
        enterprise against expenses, including attorneys' fees, judgments, fines
        and
        amounts paid in settlement.
  7
  **ARTICLE
        VII**
 **AMENDMENTS**
 
 These
        Bylaws may be altered or repealed and Bylaws may be made at any annual meeting
        of the stockholders or at any special meeting thereof if notice of the proposed
        alteration or repeal or Bylaw or Bylaws to be made be contained in the notice
        of
        such special meeting, by the affirmative vote of a majority of the stock
        issued
        and outstanding and entitled to vote thereat, or by the affirmative vote
        of a
        majority of the Board of Directors, at any regular meeting of the Board of
        Directors, or at any special meeting of the Board of Directors, if notice
        of the
        proposed alteration or repeal, or Bylaw or Bylaws to be made, be contained
        in
        the notice of such special meeting.
 
 ADOPTED:
        November 19, 1992
 
  8