AMENDED AND RESTATED
BY-LAWS
(as amended through January 11, 2001)

OF

DIGNITY PARTNERS, INC.
(now known as Point West Capital Corporation)

ARTICLE 1

Stockholders

Section 1.1. Time and Place of Meeting. All meetings of the
stockholders will be held at such time and place, within or without the State of Delaware,
as may be designated by the Board of Directors (the "Board") or, in the absence
of a designation by the Board, the Chairman of the Board (the "Chairman") or a
Vice Chairman and stated in the notice of meeting. The Board, the Chairman, or a Vice
Chairman may postpone any previously scheduled annual or special meeting of the
stockholders.

Section 1.2. Annual Meetings. An annual meeting of stockholders
shall be held at such date as may be designated from time to time by the Board, at which
meeting the stockholders will elect by a plurality vote the Directors to be elected at
such meeting and will transact such other business as may properly be brought before the
meeting in accordance with Section 1.9.

Section 1.3. Special Meetings. Special meetings of stockholders,
for any purpose or purposes, unless otherwise prescribed by law or the Corporation's
Second Amended and Restated Certificate of Incorporation, as the same may be hereafter
amended, including pursuant to a Preferred Stock Designation (the "Certificate), may
be called only by a majority of the Board, or by a committee of the Board which has been
duly designated by the Board and whose powers and authority, as expressly provided in a
resolution of the Board, include the power to call such meetings. Special meetings of
holders of the outstanding Preferred Stock, if any, may be called in the manner, by the
person or persons and for the purposes provided in the applicable Preferred Stock
Designation. At a special meeting, no business shall be conducted and no corporate action
shall be taken other than that stated in the notice of such meeting.

Section 1.4. Notice of Meetings. Written notice of every meeting
of stockholders, which shall state the place, date and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which the meeting is called, will
be given to each stockholder of record entitled to vote at such meeting, except as
otherwise provided herein or by law. Unless otherwise provided by law, the Certificate or
these By-laws, the written notice of any meeting shall be given not less than ten nor more
than sixty days before the date of the meeting to each stockholder entitled to vote at
such meeting. If mailed, such notice shall be deemed to be given when deposited in the
mail, postage prepaid, directed to the stockholder at such stockholder's address as it
appears on the records of the Corporation.

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Section 1.5. Adjournments. Any meeting of stockholders may
adjourn from time to time to reconvene at the same or some other place, and notice need
not be given of any such adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken, provided, however, that if the
adjournment is for more than thirty calendar days, or if after the adjournment a new
record date is fixed for the adjourned meeting, written notice of the place, date, and
time of the adjourned meeting shall be given in conformity with Section 1.3. At any
adjourned meeting, any business may be transacted which might have been transacted at the
original meeting.

Section 1.6. Inspectors. The Board may appoint one or more
inspectors of election to act as judges of the voting and to determine those entitled to
vote at any meeting of the stockholders, or any adjournment thereof, in advance of such
meeting. The Board may designate one or more persons as alternate inspectors to replace
any inspector who fails to act. If no inspector or alternate is able to act at a meeting
of stockholders, the presiding officer of the meeting may appoint one or more substitute
inspectors.

Section 1.7. Quorum. Except as otherwise provided by law or in a
Preferred Stock Designation, the holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, will constitute a
quorum at all meetings of the stockholders for the transaction of business thereat. If,
however, such quorum is not present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by proxy, will
have the power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present or represented.

Section 1.8. Voting; Proxies. Except as otherwise provided by
law or in the Certificate), each stockholder will be entitled to one vote for each share
of stock held in the name of such stockholder on the record date for the meeting. Each
stockholder entitled to vote at a meeting of stockholders may authorize another person or
persons to act for such stockholder by proxy, but no such proxy shall be voted or acted
upon after three years from its date, unless the proxy provides for a longer period. Every
proxy must be duly executed and filed with the Secretary. A stockholder may revoke any
proxy that is not irrevocable by attending the meeting and voting in person or by filing
with the Secretary an instrument in writing revoking the proxy or another duly executed
proxy bearing a later date. The vote upon any question brought before a meeting of the
stockholders may be by voice vote, unless otherwise required by these By-Laws or unless
the Chairman or the holders of a majority of the outstanding shares of all classes of
stock entitled to vote thereon present in person or by proxy at such meeting otherwise
determine. Every vote taken by written ballot will be counted by the inspectors of
election. When a quorum is present at any meeting, the vote of the holders of a majority
of the stock which has voting power present in person or represented by proxy and which
has actually voted will decide any question properly brought before such meeting, unless
the question is one upon which by express provision of law, the Certificate, a Preferred
Stock Designation, or these By-Laws, a different vote is required, in which case such
express provision will govern and control the decision of such question. Voting at
meetings of stockholders need not be by written ballot.

Section 1.9 Order of Business. (a) The Chairman, or such other
officer of the Corporation designated by the Board, will call meetings of the stockholders
to order and will act as presiding

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officer thereof. Unless otherwise determined by the Board prior to the
meeting, the presiding officer of the meeting of the stockholders will also determine the
order of business and have the authority in such presiding officer's sole discretion to
regulate the conduct of any such meeting, including without limitation (i) by imposing
restrictions on the persons (other than stockholders of the Corporation or their duly
appointed proxies) who may attend any such stockholders' meeting, (ii) by ascertaining
whether any stockholder or such stockholder's proxy may be excluded from any meeting of
the stockholders based upon any determination by the presiding officer, in such presiding
officer's sole discretion, that any such person has unduly disrupted or is likely to
disrupt the proceedings thereat, and (iii) by determining the circumstances in which any
person may make a statement or ask questions at any meeting of the stockholders.

(b) At an annual meeting of the stockholders, only such business will
be conducted or considered as is properly brought before the meeting. To be properly
brought before an annual meeting, business must be (i) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the Board in accordance with
Section 1.4, (ii) otherwise properly brought before the meeting by the presiding officer
or by or at the direction of a majority of the Board, or (iii) otherwise properly
requested to be brought before the meeting by a stockholder of the Corporation in
accordance with subsection (c) of this Section 1.9.

(c) For business to be properly requested by a stockholder to be
brought before an annual meeting, the stockholder must (i) be a stockholder of the
Corporation of record at the time of the giving of the notice for such annual meeting
provided for in these By-Laws, (ii) be entitled to vote at such meeting, and (iii) have
given timely notice thereof in writing to the Secretary of the Corporation that complies
with this Section 1.9. In addition to any other applicable requirements, to be timely, a
stockholder's notice to the Secretary of the Corporation must be delivered to or mailed
and received at the principal executive offices of the Corporation not less than 60 nor
more than 90 calendar days prior to the anniversary of the date on which the Corporation
first mailed its proxy materials for the prior year's annual meeting of stockholders; provided,
however, that in the event the annual meeting is called for a date that is not
within 30 calendar days before or after the anniversary of the prior year's annual
meeting, notice by the stockholder to be timely must be so received not later than the
close of business on the 10th calendar day following the day on which public announcement
is first made of the date of the annual meeting. In no event will the public disclosure of
an adjournment of an annual meeting commence a new time period for the giving of a
stockholder's notice as described above. For purposes of the foregoing, the date on which
the Company first mailed its proxy materials to stockholders will be the date so described
in such proxy materials. A stockholder's notice to the Secretary must set forth as to each
matter the stockholder proposes to bring before the annual meeting (A) a description in
reasonable detail of the business desired to be brought before the annual meeting and the
reasons for conducting such business at the annual meeting, (B) the name and address, as
they appear on the Corporation's books, of the stockholder proposing such business and the
beneficial owner, if any, on whose behalf the proposal is made, (C) the class and number
of shares of the Corporation that are owned beneficially and of record by the stockholder
proposing such business and by the beneficial owner, if any, on whose behalf the proposal
is made, (D) any material interest of such stockholder proposing such business and any
material interest of the beneficial owner, if any, on whose behalf the proposal is made in
such business, (E) a description of all arrangements or understandings between such
stockholder and any other person or persons

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(including their names) in connection with the proposal of such
business by such stockholder and (F) a representation that such stockholder intends to
appear in person or by proxy at the annual meeting to bring such business before the
meeting. Notwithstanding the foregoing provisions of this Section 1.9(c), a stockholder
must also comply with all applicable requirements of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the rules and regulations thereunder with
respect to the matters set forth in this Section 1.9(c). For purposes of this Section
1.9(c) and Section 2.4, "public announcement" means 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 pursuant to Section 13, 14, or 15(d) of the Exchange Act, or furnished
to stockholders. Nothing in this Section 1.9(c) will 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.

(d) At a special meeting of stockholders, only such business may be
conducted or considered as is properly brought before the meeting. To be properly brought
before a special meeting, business must be (i) specified in the notice of the meeting (or
any supplement thereto) given by or at the direction of the Board or a committee thereof
in accordance with Section 1.3 or (ii) otherwise properly brought before the meeting by
the presiding officer by or at the direction of a majority of the Board.

(e) The determination of whether any business sought to be brought
before any annual or special meeting of the stockholders is properly brought before such
meeting in accordance with this Section 1.9 will be made by the presiding officer of such
meeting. If the presiding officer determines that any business is not properly brought
before such meeting, the presiding officer will so declare to the meeting and any such
business will not be conducted or considered.

Section 1.10. Fixing Date for Determination of Stockholders of
Record. 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 corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board 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 and which record date: (1) in the case of determination of stockholders entitled
to vote at any meeting of stockholders or adjournment thereof, shall be, unless otherwise
required by law, not be more than sixty nor less than ten days before the date of such
meeting; (2) in the case of determination of stockholders entitled to express consent to
corporate action in writing without a meeting, shall not be more than ten days from the
date upon which the resolution fixing the record date is adopted by the Board; and (3) in
the case of any other action, shall not be more than sixty days prior to such other
actions. If no record date is fixed: (1) the record date for determining stockholders
entitled to notice of or to the 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; (2) the record date for determining stockholders entitled to express consent to
corporate action in writing without a meeting when no prior action of the Board is
required by law, shall be the first date on which a signed written consent setting forth

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the action taken or proposed to be taken is delivered to the
Corporation in accordance with applicable law, or, if prior action by the Board is
required by law, shall be at the close of business on the day on which the Board adopts
the resolution taking such prior action; and (3) the record date for determining
stockholders for any other purpose shall be at the close of business on the day on which
the Board adopts the resolution relating thereto. A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board may fix a new record date
for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The
Secretary shall prepare and make, at least ten 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 ten 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. Upon the willful neglect
or refusal of the Directors to produce such list at any meeting for the election of
Directors, they shall be ineligible for election to any office at such meeting. The stock
ledger shall be the only evidence as to who are the stockholders entitled to examine the
stock ledger, the list of stockholders or the books of the Corporation, or to vote in
person or by proxy at any meeting of stockholders.

Section 1.2. Action By Consent of Stockholders. Unless otherwise
restricted by the Certificate, any action required or permitted to be taken at any annual
or special meeting of the stockholders may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth the action
so taken, shall be signed and dated 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.

ARTICLE 2

Board of Directors

Section 2.1. Number; Qualification. Subject to the rights, if
any, of the holders of any series of Preferred Stock to elect additional Directors under
circumstances specified in a Preferred Stock Designation, the number of Directors of the
Corporation will be fixed from time to time by a vote of a majority of the Board. The
Directors, other than those who may be elected by the holders of any series of the
Preferred Stock, will be classified with respect to the time for which they severally hold
office in accordance with the Certificate. Directors need not be stockholders.

Section 2.2. Newly Created Directorships and Vacancies. Subject
to the rights, if any, of the holders of any series of Preferred Stock to elect additional
Directors under circumstances specified in a Preferred Stock Designation, newly created
directorships resulting from any increase in the number of Directors and any vacancies on
the Board resulting from any cause will be filled solely by the

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affirmative vote of a majority of the remaining Directors then in
office, even though less than a quorum, or by a sole remaining Director. Any Director
elected in accordance with the preceding sentence will hold office for the remainder of
the full term of the class of Directors in which the new directorship was created or the
vacancy occurred and until such Director's successor has been elected and qualified. No
decrease in the number of Directors constituting the Board will shorten the term of an
incumbent Director.

Section 2.3. Removal. Subject to the rights, if any, of the
holders of any series of Preferred Stock to elect additional Directors under circumstances
specified in a Preferred Stock Designation, any Director may be removed from office (a) by
the vote of a majority of the Board with or without cause and (b) by the stockholders only
for cause and only in the manner provided in the Certificate.

Section 2.4 Nominations of Directors; Election. (a) Subject to
the rights, if any, of the holders of any series of Preferred Stock to elect additional
Directors under circumstances specified in a Preferred Stock Designation, only persons who
are nominated in accordance with the following procedures will be eligible for election at
a meeting of stockholders as Directors of the Corporation.

(b) Nominations of persons for election as Directors of the Corporation
may be made only at an annual meeting of stockholders (i) by or at the direction of the
Board or (ii) by any stockholder of the Corporation (A) who is a stockholder of record at
the time of giving of the notice provided for in this Section 2.4, (B) who is entitled to
vote for the election of Directors at such meeting, and (C) who complies with the notice
procedures set forth in this Section 2.4. In addition to any other applicable
requirements, all nominations by stockholders must be made pursuant to timely written
notice to the Secretary of the Corporation in accordance with subsection (c) of this
Section 2.4.

(c) To be timely, a stockholder's notice to the Secretary of the
Corporation must be delivered to or mailed and received at the principal executive offices
of the Corporation not less than 60 nor more than 90 calendar days prior to the date on
which the Corporation first mailed its proxy materials for the prior 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 30 calendar days before or after the
anniversary of the prior year's annual meeting, notice by the stockholder to be timely
must be so received not later than the close of business of the 10th calendar day
following the day on which public announcement is first made of the date of the annual
meeting. In no event will the public disclosure of an adjournment of an annual meeting
commence a new time period for the giving of a stockholder's notice as described above.
For purposes of the foregoing, the date on which the Company first mailed its proxy
materials to stockholders will be the date so described in such proxy materials. To be in
proper written form, such stockholder's notice to the Secretary must set forth or include
(i) the name and address, as they appear on the Corporation's books, of the
stockholder giving the notice and of the beneficial owner, if any, on whose behalf the
nomination is made; (ii) a representation that the stockholder giving the notice is a
holder of record of stock of the Corporation entitled to vote at such annual meeting and
intends to appear in person or by proxy at the annual meeting to nominate the person or
persons specified in the notice; (iii) the class and number of shares of stock of the
Corporation owned beneficially and of record by the stockholder giving the notice and by
the beneficial owner, if any, on whose behalf the nomination is made; (iv) a description
of all arrangements or understandings between or among any of (A) the stockholder giving
the notice, (B) the beneficial owner on whose behalf the notice is given, (C) each
nominee, and (D) any other

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person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder giving the notice; (v) such
other information regarding each nominee proposed by the stockholder giving the notice as
would be required to be included in a proxy statement or other filings required to be
filed pursuant to the proxy rules of the Securities and Exchange Commission under the
Exchange Act had the nominee been nominated, or intended to be nominated, by the Board;
and (vi) the signed consent of each nominee to serve as a director of the Corporation if
so elected. At the request of the Board, any person nominated by the Board for election as
a Director must furnish to the Secretary that information required to be set forth in a
stockholder's notice of nomination which pertains to the nominee. The presiding officer of
any annual meeting will determine whether a nomination was made in accordance with this
Section 2.4, and if he or she should determine that a nomination was not made in
accordance with this Section 2.4, he or she will so declare to the meeting and such
nomination will be disregarded. Notwithstanding the foregoing provisions of this Section
2.4, a stockholder must 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
Section 2.4.

Section 2.5. Resignation. Any Director may resign at any time by
giving written notice of such resignation to the Chairman or the Secretary. Any
resignation will be effective upon actual receipt by any such person or, if later, as of
the date and time specified in such written notice.

Section 2.6. Regular Meetings. Regular meetings of the Board may
be held at such places within or without the State of Delaware and at such times as the
Board may from time to time determine, and if so determined notices thereof need not be
given.

Section 2.7. Special Meetings. Special meetings of the Board may
be held at any time or place within or without the State of Delaware whenever called by
the Chairman or the President. Notice of a special meeting of the Board shall be given by
the person or persons calling the meeting at least twenty-four hours before the special
meeting.

Section 2.8. Telephonic Meetings Permitted. Members of the
Board, or any committee thereof, may participate in a meeting thereof by means of
conference telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting in
accordance with this Section 2.8 shall constitute presence in person at such meeting.

Section 2.9. Quorum; Vote Required for Action. At all meetings
of the Board a majority of the Board shall constitute a quorum. When a quorum is present
at any meeting, the vote of the majority of the Directors present at the meeting shall be
the act of the Board unless the action is one upon which by express provision of law, the
Certificate or these By-Laws, a different vote is required, in which case such express
provision will govern.

Section 2.10. Organization. Meetings of the Board shall be
presided over by the Chairman, or in the Chairman's absence by an acting chairman chosen
by the Board.

Section 2.11. Written Action by Directors. Any action required
or permitted to be taken at any meeting of the Board or of any committee thereof may be
taken without a meeting if all members of

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the Board or such 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 such committee.

Section 2.12. Committees of the Board. The Board may designate
one or more committees, each committee to consist of one or more Directors. 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 shall
have and may exercise all the powers and authority as set forth in the resolution of the
Board which created such committee.

Section 2.13. Compensation. The Board may establish such
compensation for, and reimbursement of the expenses of, Directors for membership on the
Board and on committees of the Board, attendance at meetings of the Board or committees of
the Board, or for other services by Directors to the Corporation or any of its
majority-owned subsidiaries, as the Board may determine.

Section 2.14 Rules. The Board may adopt rules and regulations
for the conduct of its meetings and the management of the affairs of the Corporation.

ARTICLE 3

Officers

Section 3.1. Officers; Election; Qualifications; Term of Office;
Resignation; Removal; Vacancies. The Board shall elect a President and a Secretary,
and it may, if it so determines, choose a Chairman of the Board and a Vice Chairman of the
Board from among its members. The Secretary shall have the duty to record the proceedings
of the meetings of the stockholders, the Board of Directors and any committee thereof. The
Board may also appoint a Chief Executive Officer, one or more Vice Presidents (including
Executive, Senior or other designated Vice Presidents), a Chief Financial Officer, one or
more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Each such
officer shall hold office until the first meeting of the Board after the annual meeting of
stockholders next succeeding such officer's election, or until such officer's successor is
elected and qualified or until such officer's earlier resignation or removal. Any officer
may resign at any time upon written notice to the Corporation. The Board may remove any
officer with or without cause at any time, but such removal shall be without prejudice to
the contractual rights of such officer, if any, with the Corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of the
Corporation by death, resignation, removal or otherwise may be filled for the unexpired
portion of the term by the Board at any regular or special meeting.

Section 3.2. Powers and Duties of Officers. The officers of the
Corporation shall have such powers and duties in the management of the Corporation as may
be prescribed by the Board and, to the extent not so provided, as generally pertain to
their respective offices, subject to the control of the Board.

Section 3.3. Compensation. The compensation of all officers and
agents of the Corporation who are also Directors of the Corporation will be fixed by the
Board or by a committee of the Board. The Board may fix, or delegate the power to fix, the
compensation of other officers and agents of the Corporation to an officer of the
Corporation.

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ARTICLE 4

Stock

Section 4.1. Certificates. Every holder of stock shall be
entitled to have a certificate, in such form as shall be approved by, or pursuant to
authority granted by, the Board. Each certificate shall be numbered in the order of its
issue, shall be signed by or in the name of the Corporation by the Chairman or Vice
Chairman, if any, or the President or any Vice President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary and shall state the number
of shares owned of record by such stockholder in the Corporation. Where such certificate
is signed by a transfer agent or an assistant transfer agent or by a transfer clerk acting
on behalf of the Corporation and/or a registrar, the signature of any such Chairman,
Vice-Chairman, President, Vice-President, Secretary, Assistant Secretary, Treasurer or
Assistant Treasurer may be facsimile. In case any officer or officers who shall have
signed, or whose facsimile signature or signatures shall have been used on, any such
certificate or certificates shall cease to be such officer or officers of the Corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation, such certificate or
certificates may nevertheless be issued and delivered as though the person or persons who
signed such certificate or certificates, or whose facsimile signature or signatures shall
have been used thereon have not ceased to be such officer or officers of the Corporation.

Section 4.2. Registration and Transfer of Shares. The name of
each person owning a share of the stock of the Corporation shall be entered on the books
of the Corporation together with the number and class of shares held by such person, the
numbers of the certificates covering such shares and the dates of issue of such
certificates. The shares of stock of the Corporation shall be transferable on the books of
the Corporation by the holders thereof in person, or by their duly authorized attorneys or
legal representatives, on surrender and cancellation of certificates for a like number of
shares, accompanied by an assignment or power of transfer endorsed thereon or attached
thereto, duly executed, and with such proof of the authenticity of the signature as the
Corporation or its agents may reasonably require. A record shall be made of each transfer.

The Board may make other and further rules and regulations concerning
the transfer and registration of certificates for stock and may appoint one or more
transfer agents, transfer clerks or registrars and may require all certificates of stock
to bear the signature of either or both.

Section 4.3. Lost, Stolen or Destroyed Stock Certificates; Issuance
of New Certificates. The Corporation may issue a new certificate of stock in the place
of any certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the Corporation may require the record owner of the lost, stolen or
destroyed certificate, or such owner's legal representative, to give the Corporation, any
transfer agent and any registrar a bond sufficient to indemnify each of them against any
claim that may be made against any one or more of them on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE 5

Miscellaneous

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Section 5.1 Fiscal Year. The fiscal year of the Corporation
shall be determined from time to time by resolution of the Board.

Section 5.2. Seal. The corporate seal shall have the name of the
Corporation inscribed thereon and shall be in such form as may be approved from time to
time by the Board.

Section 5.3. Generally. Whenever by law or under the provisions
of the Certificate or these By-Laws, notice is required to be given to any Director or
stockholder, it will not be construed to require personal notice, but such notice may be
given in writing, by mail, addressed to such Director or stockholder, at his, her, or its
address as it appears on the records of the Corporation, with postage thereon prepaid, and
such notice will be deemed to be given at the time when the same is deposited in the
United States mail. Notice to Directors may also be given by telephone, telegram, telex,
facsimile, or similar medium of communication or as may otherwise be permitted by these
By-laws.

Section 5.4. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the purpose of,
any annual or special meeting of the stockholders or any regular or special meeting of the
Board or a committee thereof need be specified in any written waiver of notice.

Section 5.5. Amendments. Except as otherwise provided by law or
by the Certificate or these By-Laws, these By-Laws or any of them may be amended or
supplemented in any respect or repealed at any time, either (a) at any meeting of
stockholders, provided that any amendment or supplement proposed to be acted upon at any
such meeting has been described or referred to in the notice of such meeting, or (b) at
any meeting of the Board, provided that no amendment adopted by the Board may vary or
conflict with any amendment adopted by the stockholders.

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