BYLAWS




OF
POMEROY IT SOLUTIONS, INC.


(f/k/a
Pomeroy Computer Resources, Inc.)




ARTICLE
I




STOCKHOLDERS




Section
1.  Place
of Stockholders' Meetings. All meetings of the stockholders of the
Corporation shall be held at such place or places, within or outside the State
of Delaware, as may be fixed by the Board of Directors from time to time or as
shall be specified in the respective notices thereof.




Section
2.  Date,
Hour and Purpose of Annual Meetings of Stockholders. Annual Meetings of
Stockholders shall be held on such day and at such time as the Directors may
determine from time to time by resolution, at which meeting the stockholders
shall elect, by a plurality of the votes cast at such election, a Board of
Directors, and transact such other business as may properly be brought before
the meeting. If for any reason a Board of Directors shall not be elected at the
Annual Meeting of Stockholders, or if it appears that such Annual Meeting is not
held on such date as may be fixed by the Directors in accordance with the
provisions of the Bylaws, then in either such event the Directors shall cause
the election to be held as soon thereafter as convenient.




Section
3.  Special
Meetings of Stockholders. Special meetings of the stockholders, or of any
class or series thereof entitled to vote, unless otherwise provided by law, may
be called only by the Chairman or by the Board of Directors pursuant to a
resolution approved by a majority of the then authorized number of Directors of
the Corporation (as determined by these Bylaws).




Section
4.  Notice
of Meetings of Stockholders. Except as otherwise expressly required or
permitted by the laws of Delaware, not less than ten days nor more than sixty
days before the date of every stockholders' meeting the Secretary shall give to
each stockholder of record entitled to vote at such meeting written notice
stating the place, day and hour of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called. Such notice,
if mailed, shall be deemed to be given when deposited in the United States mail,
with postage thereon prepaid, addressed to the stockholder at the post office
address for notices to such stockholder as it appears on the records of the
Corporation.




An
Affidavit of the Secretary or an Assistant Secretary or of a transfer agent of
the Corporation that the notice has been given shall, in the absence of fraud,
be prima facie evidence of the facts stated therein.




Section
5.  Quorum
of Stockholders.




(a)           Unless
otherwise provided by the laws of Delaware, at any meeting of  the
stockholders the presence in person or by proxy of stockholders entitled to
cast  a majority of the votes thereat shall constitute a
quorum.









(b)           At
any meeting of the stockholders at which a quorum shall be present, a majority
of those present in person or by proxy may adjourn the meeting from time to time
without notice other than announcement at the meeting.   In the
absence of a quorum, the officer presiding thereat shall have power to adjourn
the meeting from time to time until a quorum shall be present. Notice of any
adjourned meeting other than announcement at the meeting shall not be required
to be given, except as provided in paragraph (d) below and except where
expressly required by law.




(c)           At
any adjourned meeting at which a quorum shall be present,
any  business may be transacted which might have been transacted at
the meeting  originally called, but only those stockholders entitled
to vote at the meeting as  originally noticed shall be entitled to
vote at any adjournment or adjournments  thereof, unless a new record
date is fixed by the Board of Directors.




(d)           If
an adjournment is for more than thirty days, or if after
the  adjournment a new record date is fixed for the adjourned meeting,
a notice of the  adjourned meeting shall be given to each stockholder
of record entitled to vote at  the adjourned meeting.




Section
6.  Chairman
and Secretary of Meeting. The Chairman, or in his absence, the
Vice-Chairman, or in his absence, the President, or in his absence, any
Vice-President, shall preside at meetings of the stockholders. The Secretary
shall act as secretary of the meeting, or in his absence an Assistant Secretary
shall act, or if neither is present, then the presiding officer shall appoint a
person to act as secretary of the meeting.




Section
7.  Voting
by Stockholders. Except as may be otherwise provided by the laws of
Delaware, the Certificate of Incorporation or by these Bylaws, at every meeting
of the stockholders, each stockholder shall be entitled to one vote for each
share of stock eligible for voting rights standing in his name on the books of
the Corporation on the record date for the meeting. At any meeting at which a
quorum is present, all elections and questions shall be decided by the vote of a
majority in interest of the stockholders present in person or represented by
proxy and entitled to vote at the meeting, except when a greater proportion is
expressly required by the laws of Delaware, the Certificate of Incorporation or
these Bylaws, in which case such provision shall govern and control the decision
of such question. Written ballots shall not be required for voting on any matter
unless ordered by the chairman of the meeting.




Section
8.  Proxies.
Any stockholder entitled to vote at any meeting of stockholders may vote either
in person or by his attorney-in-fact. Every proxy shall be in writing,
subscribed by the stockholder or his duly authorized attorney-in-fact, but need
not be dated, sealed, witnessed or acknowledged.




Section
9.  List of
Stockholders.




(a)           At
least ten days before every meeting of stockholders, the Secretary shall prepare
or cause to be prepared 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.




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(b)           During
ordinary business hours, for a period of at least ten days prior to the meeting,
such list shall be open to examination by any stockholder for any purpose
germane 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.




(c)           The
list shall also be produced and kept at the time and place of the meeting during
the whole time of the meeting, and it may be inspected by any stockholder who is
present.




(d)           The
stock ledger shall be the only evidence as to who are the stockholders entitled
to examine the stock ledger, the list required by this Section or the books of
the Corporation, or to vote in person or by proxy at any meeting of
stockholders.




ARTICLE
II




DIRECTORS




Section
1.  Powers
of Directors. The property, business and affairs of the Corporation shall
be managed by its Board of Directors, which may exercise all the powers of the
Corporation except such as are by the laws of Delaware or the Certificate of
Incorporation or these Bylaws required to be exercised or done by the
stockholders.




Section
2.  Number
of Office of Directors. The number of Directors which shall constitute
the whole Board of Directors shall be such as from time to time shall be
determined by resolution of not less than sixty-six and two-thirds percent
(66-2/3%) of the then authorized number of Directors, but the number shall not
be less than three (3) provided that the tenure of a Director shall not be
affected by any decrease in the number of Directors is made by the
Board.




Section
3.  Method
of Election. Only persons who are nominated in accordance with the
following procedures shall be eligible for election as Directors. Nominations of
persons for election to the Board of the Corporation may be made at a meeting of
stockholders by or at the direction of the Board of Directors, by any nominating
committee or person appointed by the Board of Directors or by any stockholder of
the Corporation entitled to vote for the election of Directors at the meeting
who complies with the notice procedures set forth in this Section 3. Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Corporation. To be timely, a stockholder's notice shall be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than 40 days nor more than 65 days prior to the meeting; provided, however,
that in the event that less than 50 days' notice or prior public disclosure of
the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made. Such stockholder's
notice to the Secretary shall set forth (a) as to each person whom the
stockholder proposed to nominate for election or re-election as a Director, (i)
the name, age, business address and residence address of the person, (ii) the
principal occupation or employment of the person, (iii) the class and number of
shares of capital stock of the Corporation which are beneficially owned by the
person, (iv) any other information relating to the person that is required to be
disclosed in solicitations of proxies for election of Directors pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended, and (v)
any other information relating to the person that is required pursuant to the
rules of any other securities, commodities or other exchange or market of which
the Corporation is a member; and (b) as to the stockholder giving the notice (i)
the name and record address of the stockholder and (ii) the class and number of
shares of capital stock of the Corporation which are beneficially owned by the
stockholder.   The Corporation may require any proposed nominee
to furnish such other information as may reasonably be required by the
Corporation to determine the eligibility of such proposed nominee to serve as a
Director of the Corporation.   No person shall be eligible for
election as a Director of the Corporation unless nominated in accordance with
the procedures set forth herein.




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The
chairman of the meeting shall, if the facts warrant, determine and declare to
the meeting that a nomination was not made in accordance with the foregoing
procedure, and if he should so determine, he shall so declare to the meeting and
the defective nomination shall be disregarded.




Section
4.  Term of
Office of Directors. Each Director shall hold office until his successor
is elected and qualified, provided, however, that a Director may resign at any
time.




Section
5.  Resignation of
Directors. A Director may resign at any time during his term of office,
and such resignation shall be deemed to take effect immediately upon its being
received by an incumbent corporate officer other than an officer who is also the
resigning Director, unless there exists another specified time
therein.




Section
6.  Vacancies on Board of
Directors. Any vacancy or newly created Directorship resulting from any
increase in the authorized number of Directors may be filled only by vote of a
majority of the Directors then in office, though less than a quorum, and any
Director so chosen shall hold office for a term expiring at the annual meeting
of stockholders at which the term of office of the class to which he has been
elected expires and until his successor is duly elected and qualified, or until
his earlier resignation or removal.




Section
7.  Removal
of Directors. Subject to the rights of the holders of Preferred Stock,
any director may be removed from office only for cause by the affirmative vote
of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the
voting power of all shares of the Corporation entitled to vote generally in the
election of directors, voting together as one (1) class.




Section
8.  Meetings
of the Board of Directors.




(a)           The
Board of Directors may hold their meetings, both regular and  special,
either within or outside the State of Delaware.




(b)           Regular
meetings of the Board of Directors may be held without notice  at such
time and place as shall from time to time be determined by resolution of
the  Board of Directors.




(c)           The
first meeting of each newly elected Board of Directors except
the  initial Board of Directors shall be held as soon as practicable
after the Annual  Meeting of the stockholders for the election of
officers and the transaction of such  other business as may come
before it.




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(d)           Special
meetings of the Board of Directors shall be held whenever  called by
direction of the Chairman or the President or at the request of
Directors  constituting one-third of the number of Directors then in
office, but not less than  two Directors.




(e)           The
Secretary shall give notice to each Director of any meeting of
the  Board of Directors by mailing the same at least two days before
the meeting or by  telegraphing or delivering the same not later than
the day before the meeting. Such  notice need not include a statement
of the business to be transacted at, or the  purpose of, any such
meeting.   Any and all business may be transacted at
any  meeting of the Board of Directors. No notice of any adjourned
meeting need be  given. No notice to or waiver by any Director shall
be required with respect to any  meeting at which the Director is
present.




Section
9.  Quorum
and Action. A majority of the entire Board of Directors shall constitute
a quorum for the transaction of business; but if there shall be less than a
quorum at any meeting of the Board, a majority of those present may adjourn the
meeting from time to time. Unless otherwise provided by the laws of Delaware,
the Certificate of Incorporation or these Bylaws, the act of a majority of the
Directors present at any meeting at which a quorum is present shall be the act
of the Board of Directors.




Section
10.  Presiding Officer and
Secretary of Meeting. The Chairman or, in his absence, the Vice-Chairman
or, in his absence, the President or, in his absence, a member of the Board of
Directors selected by the members present, shall preside at meetings of the
Board. The Secretary shall act as secretary of the meeting, but in his absence
the presiding officers shall appoint a secretary of the meeting.




Section
11.  Action
by Consent 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 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 records of the Board or committee.




Section
12.  Executive Committee.
The Board of Directors may appoint from among its members and from time to time
may fill vacancies in an Executive Committee to serve during the pleasure of the
Board. The Executive Committee shall consist of three members, or such greater
number of members as the Board of Directors may by resolution from time to time
fix. One of such members shall be the Chairman of the Board and another shall be
the Vice-Chairman of the Board, who shall be the presiding officer of the
Committee. During the intervals between the meetings of the Board, the Executive
Committee shall possess and may exercise all of the powers of the Board in the
management of the business and affairs of the Corporation conferred by these
Bylaws or otherwise. The Committee shall keep a record of all its proceedings
and report the same to the Board. A majority of the members of the Committee
shall constitute a quorum. The act of a majority of the members of the Committee
present at any meeting at which a quorum is present shall be the act of the
Committee.




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Section
13.  Other
Committees. The Board of Directors may also appoint from among its
members such other committees of two or more Directors as it may from time to
time deem desirable, and may delegate to such committees such powers of the
Board as it may consider appropriate.




Section
14.  Powers
of Committees. Notwithstanding anything contained in these Bylaws to the
contrary, neither the Executive Committee nor any other committee of the Board
of Directors shall have any power or authority to amend the Certificate of
Incorporation, adopt an agreement of merger or consolidation, recommend to the
stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property or assets, recommend to the stockholders a dissolution of
the Corporation or a revocation of a dissolution, or amend the Bylaws of the
Corporation. If the resolution establishing a particular committee so provides,
such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. The Board of Directors may (but shall not be
obligated to) designate one (1) member of any committee (including the Executive
Committee) as its chairman. The duties and responsibilities of the members of
any committee of the Board of Directors shall be in addition to those duties set
forth for a member of the Board of Directors of the Corporation.




Section
15.  Compensation of
Directors. Directors shall receive such reasonable compensation for their
service on the Board of Directors or any committees thereof, whether in the form
of salary or a fixed fee for attendance at meetings, or both, with expenses, if
any, as the Board of Directors may from time to time determine. Nothing herein
contained shall be construed to preclude any Director from serving in any other
capacity and receiving compensation therefor.




ARTICLE
III




OFFICERS




Section
1.  Executive Officers of the
Corporation. The officers of the Corporation shall be chosen by the Board
of Directors and shall be a President, one or more Vice-Presidents (one or more
of whom may be designated Executive Vice-President or Senior Vice-President), a
Secretary and a Treasurer. The Board of Directors may also choose a Chairman of
the Board, a Vice-Chairman of the Board and one or more Assistant Secretaries
and Assistant Treasurers. A Vice-President may be designated as the Chief
Financial Officer. Any two or more offices may be held by the same person,
unless the Certificate of Incorporation or these Bylaws otherwise
provide.




Section
2.  Choosing
of Executive Officers. The Board of Directors at its first meeting after
each annual meeting of stockholders shall choose a President, one or more
Vice-Presidents, a Secretary and a Treasurer.




Section
3.  Additional Officers.
The Board of Directors may appoint such other officers and agents as it shall
deem necessary, 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.




Section
4.  Salaries. The
salaries of all officers and agents of the Corporation shall be fixed by the
Board of Directors.




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Section
5.  Term,
Removal and Vacancies. The officers of the Corporation shall hold office
until their respective successors are chosen and qualify. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. Any vacancy occurring
in any office of the Corporation by death, resignation, removal or otherwise
shall be filled by the Board of Directors. Removal of any officer shall be
without prejudice to the contract rights, if any, of the person so removed;
however, election or appointment of an officer or agent shall not of itself
create contract rights.




Section
6.  Chairman
of the Board.  The Board of Directors at its first meeting
after each Annual Meeting of Stockholders shall choose a Chairman of the
Board.  The Chairman of the Board shall preside at all meetings of the
stockholders and the Board of Directors, shall have general and active
management of the business of the corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect.  He
shall execute bonds, mortgages and other contracts requiring a seal, under the
seal of the Corporation, except where required or permitted to be otherwise
signed and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the Corporation.




Section
7.  Vice-Chairman of the
Board. The Vice-Chairman of the Board, if any, shall have such powers and
perform such duties as are provided in these Bylaws or as may be delegated to
him by the Chairman of the Board, and shall perform such other duties as may
from time to time be assigned to him by the Board of Directors. In the absence
or disability of the Chairman of the Board, the Vice-Chairman of the Board shall
preside at all meetings of the Board of Directors and of the
stockholders.




Section
8.  President. The
President shall have the duties and responsibilities as assigned by the Chairman
of the Board, the Vice-Chairman of the Board or the Board of Directors. If there
is no Chairman of the Board, the President shall be the Chief Executive Officer
of the Corporation and shall have all of the duties and responsibilities
previously enumerated for the Chairman of the Board. He shall preside at any
meetings of the stockholders and of the Board of Directors if the Chairman of
the Board or the Vice-Chairman of the Board is unavailable. He may sign, with
the Secretary or Treasurer or any other proper officer thereunto authorized by
the Board of Directors, certificates for shares of the Corporation, any deeds,
mortgages, bonds, contracts or other instruments which the Board of Directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed; and in general, shall perform all
duties incident to the office of the President and such other duties as may be
prescribed by the Board of Directors from time to time.




Section
9.  Powers
and Duties of Vice-Presidents. In the absence of the President or in the
event of his inability or refusal to act, the Vice-President (or in the event
there be more than one Vice-President, the Vice-Presidents in the order
designated, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President.  The Vice-Presidents shall perform such other duties and
have such other powers as the Board of Directors, the Chairman of the Board, the
Vice-Chairman of the Board or the President may from time to time
prescribe.




7




Section
10.  Powers
and Duties of Secretary and Assistant Secretaries. The Secretary shall
attend all meetings of the Board of Directors and all meetings of the
stockholders and record all the proceedings of the meetings of the Corporation
and of the Board of Directors in a book to be kept for that purpose and shall
perform like duties for the standing committees when required. He shall give, or
cause to be given, notice of all meetings of the stockholders and special
meetings of the Board of Directors, and shall perform such other duties as may
be prescribed by the Board of Directors, the Chairman of the Board, the
Vice-Chairman of the Board or the President, under whose supervision he shall
be. He shall have custody of the corporate seal and he, or an Assistant
Secretary, shall have authority to affix the same to any instrument requiring it
and, when so affixed, it may be attested by his signature or by the signature of
such Assistant Secretary. The Board of Directors may give general authority to
any other officer to affix the corporate seal and to attest the affixing by his
signature. The Assistant Secretary, or if there be more than one, the Assistant
Secretaries in the order determined by the Board of Directors (or if there be no
such determination, then in the order of their election), shall, in the absence
of the Secretary or in the event of his inability or refusal to act, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.




Section
11.  Powers
and Duties of Treasurer and Assistant Treasurers. 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 and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors, the Chairman of the Board, the Vice-Chairman of the
Board, the President or the Treasurer. He shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, the Chairman of the
Board, the Vice-Chairman of the Board, the President or the Treasurer, taking
proper vouchers for such disbursements, and shall render to the Board of
Directors, at its regular meetings, or when the Board of Directors so requires,
an account of all his transactions as Treasurer and of the financial condition
of the Corporation. If required by the Board of Directors, he shall give the
Corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
land in his possession or under his control belonging to the Corporation. The
Assistant Treasurer, or if there shall be more than one, the Assistant
Treasurers in the order determined by the Board of Directors (or if there be no
such determination, then in the order of their election), shall, in the absence
of the Treasurer or in the event of his inability or refusal to act, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors, the Chairman of the
Board, the Vice-Chairman of the Board, the President or the Treasurer may from
time to time prescribe.




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ARTICLE
IV




CAPITAL
STOCK




Section
1.  Stock
Certificates and Uncertificated Shares of Stock.




(a)           
Except in the case of uncertificated shares of stock as provided in subsection
(b), every holder in the Corporation shall be entitled to have a certificate
signed in the name of the Corporation by the Chairman or the President or the
Vice-Chairman or a Vice-President, and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary, certifying the number of
shares owned by him.  Stock certificates shall also be governed as
follows:




(i)           
If such a certificate is countersigned by a transfer agent other than the
Corporation or its employee, or by a registrar other than the Corporation or its
employee, the signatures of the officers of the Corporation may be facsimiles
and, if permitted by Delaware law, any other signature on the certificate may be
a facsimile.




(ii)          
In case any officer who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer before such certificate
is issued, it may be issued by the Corporation with the same effect as if he
were such officer at the date of issue.




(iii)         
Certificates of stock shall be issued in such form not inconsistent with the
Certificate of Incorporation as shall be approved by the Board of
Directors.  They shall be numbered and registered in the order in
which they are issued.  No certificate shall be issued until fully
paid.




(b)           
The Board of Directors may provide by resolution or resolutions that some or all
of any or all classes or series of the Corporation’s stock are required to be
uncertificated, or are permitted to be uncertificated.  In the event
that the resolution adopted by the Board permits uncertificated shares but does
not require all shares in such class or series to be uncertificated, then any
holder of any uncertificated shares shall, upon request, be entitled to have a
certificate for such shares issued by the Corporation in accordance with Article
IV, Section 1.




Section
2.  Record
Ownership.  A record in the name and address of the holder of
each certificate and the holder of each uncertificated share of stock, the
number of shares represented by each certificate or held by each holder of
uncertificated shares, and the date of issue thereof shall be made on the
Corporation’s books.  The Corporation shall be entitled to treat the
holder of record of any share of stock as the holder in fact thereof, and
accordingly shall not be bound to recognize any equitable or other claim to or
interest in any share on the part of any other person, whether or not it shall
have express or other notice thereof, except as required by the laws of
Delaware.




Section
3.  Transfer
of Record Ownership.  Transfers of stock shall be made on the
books of the Corporation upon payment of all necessary transfer taxes, and (i)
in the case of certificated shares of stock, only by direction of the person
named in the certificate or such person’s attorney, lawfully constituted in
writing, and only upon the surrender of the certificate therefor and a written
assignment of shares evidenced thereby, or, (ii) in the case of uncertificated
shares of stock, upon receipt of proper transfer instructions from the
registered holder of the shares or by such person’s attorney, lawfully
constituted in writing and compliance with appropriate procedures for
transferring shares in uncertificated form; provided, however, that such
surrender and assignment, compliance or payment of taxes shall not be required
in any case in which the stock of the Corporation shall be transferable in the
manner prescribed by applicable law and in these Bylaws.  No transfer
of certificated or uncertificated shares shall be valid as against the
Corporation for any purpose until such transfer has been entered in the stock
records of the Corporation by an entry showing from and to whom transferred.
Whenever any transfer of stock shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer if, when the
certificates are presented to the Corporation for transfer, both the transferor
and transferee request the Corporation to do so.




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Section
4.  Lost,
Stolen or Destroyed Certificates.  Certificates representing
shares of the stock of the Corporation shall be issued in place of any
certificate alleged to have been lost, stolen or destroyed in such manner and on
such terms and conditions as the Board of Directors from time to time may
authorize.




Section
5.  Transfer
Agent, Registrar, Rules Respecting Certificates.  The
Corporation shall maintain one or more transfer offices or agencies where stock
of the Corporation shall be transferable.  The Corporation shall also
maintain one or more registry offices where such stock shall be
registered.  The Board of Directors may make such rules and
regulations as it may deem expedient concerning the issue, transfer and
registration of stock certificates and uncertificated securities.




Section
6.  Fixing
Record Date for Determination of Stockholders of Record.  The
Board of Directors may fix in advance a date as the record date for the purpose
of determining the stockholders entitled to notice of, or to vote at, any
meeting of the stockholders or any adjournment thereof, or the stockholders
entitled to receive payment of any dividend or other distribution or the
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or to express consent to corporate
action in writing without a meeting, or in order to make a determination of the
stockholders for the purpose of any other lawful action.  Such record
date in any case shall not be more than sixty days nor less than ten days before
the date of a meeting of the stockholders, nor more than sixty days prior to any
other action requiring such determination of the stockholders.  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.




ARTICLE
V




SECURITIES HELD BY THE
CORPORATION




Section
1.  Voting. Unless the
Board of Directors shall otherwise order, the Chairman, the Vice-Chairman, the
President, any Vice-President, the Treasurer or the Secretary shall have full
power and authority on behalf of the Corporation to attend, act and vote at any
meeting of the stockholders of any corporation in which the Corporation may hold
stock and at such meeting to exercise any or all rights and powers incident to
the ownership of such stock, and to execute on behalf of the Corporation a proxy
or proxies empowering another or others to act as aforesaid. The Board of
Directors from time to time may confer like powers upon any other person or
persons.




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Section
2.  General
Authorization to Transfer Securities Held by the
Corporation.




(a)           Any
of the following officers, to-wit: the Chairman, the President, any
Vice-President, the Treasurer or the Secretary of the Corporation shall be and
are hereby authorized and empowered to transfer, convert, endorse, sell, assign,
set over and deliver any and all shares of stock, bonds, debentures, notes,
subscription warrants, stock purchase warrants, evidences of indebtedness, or
other securities now or hereafter standing in the name of or owned by the
Corporation, and to make, execute and deliver under the seal of the Corporation
any and all written instruments of assignment and transfer necessary or proper
to effectuate the authority hereby conferred.




(b)           Whenever
there shall be annexed to any instrument of assignment and transfer executed,
pursuant to and in accordance with the foregoing paragraph (a), a certificate of
the Secretary or an Assistant Secretary of the Corporation in office at the date
of such certificate setting forth the provisions hereof and stating that they
are in full force and effect and setting forth the names of persons who are then
officers of the Corporation, then all persons to whom such instrument and
annexed certificate shall thereafter come shall be entitled, without further
inquiry or investigation and regardless of the date of such certificate, to
assume and to act in reliance upon the assumption that the shares of stock or
other securities named in such instrument were theretofore duly and properly
transferred, endorsed, sold, assigned, set over and delivered by the
Corporation, and that with respect to such securities the authority of these
provisions of the Bylaws and of such officers is still in full force and
effect.




ARTICLE
VI




DIVIDENDS




Section
1.  Declaration of
Dividends. Dividends upon the capital stock of the Corporation may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the Certificate of
Incorporation.




Section
2.  Payment
and Reserves. Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the Directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserves in the
manner in which they were created.




Section
3.  Record
Date. The Board of Directors may, to the extent provided by law,
prescribe a period, in no event in excess of sixty (60) days, prior to the date
for payment of any dividend, as a record date for the determination of
stockholders entitled to receive payment of any such dividend, and in such case
such stockholders and only such stockholders as shall be stockholders of record
on said date so fixed shall be entitled to receive payment of such dividend,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.




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ARTICLE
VII




GENERAL
PROVISIONS




Section
1.  Signatures of
Officers. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate. The signature of any
officer upon any of the foregoing instruments may be a facsimile whenever
authorized by the Board.




Section
2.  Fiscal
Year. The fiscal year of the Corporation shall be determined by
resolution of the Board of Directors.




Section
3.  Seal. The Corporation
may have a corporate seal which shall have inscribed thereon the name of the
Corporation, the year of its incorporation and the words "Corporate Seal,
Delaware". Said seal may be used for causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.




ARTICLE
VIII




WAIVER OF OR DISPENSING WITH
NOTICE




Whenever
any notice of the time, place or purpose of any meeting of the stockholders,
Directors or a committee is required to be given under the laws of Delaware, the
Certificate of Incorporation or these Bylaws, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or after
the holding thereof, or actual attendance at the meeting in person, or in the
case of the stockholders, by his attorney-in-fact, shall be deemed equivalent to
the giving of such notice to such persons. No notice need be given to any person
with whom communication is made unlawful by any law of the United States or any
rule, regulation, proclamation or executive order issued under any such
law.




ARTICLE
IX




INDEMNIFICATION




The
Corporation shall, to the fullest extent permitted by Section 145 of the
Delaware General Corporation Law, as amended from time to time, indemnify any
and all persons which it shall have power to indemnify under said section from
and against any and all of the expenses, liabilities or other matters referred
to in or covered by said section.




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ARTICLE
X




AMENDMENT OF
BYLAWS




These
Bylaws may be amended, added to, rescinded, or repealed at any meeting of the
Board of Directors or of the stockholders, provided notice of the proposed
change has been given in the notice of the meeting; provided, however, that,
notwithstanding any other provisions of these Bylaws or any provision of law
which might otherwise permit a lesser vote or no vote, but in addition to any
affirmative vote of the holders of any particular class or series of the stock
required by law, the Certificate of Incorporation of the Corporation, any
preferred stock designation or these Bylaws, the affirmative vote of the holders
of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of
all the then-outstanding shares of stock entitled to cast votes at the time in
the election of Directors, voting together as one (1) class, shall be required
to alter, amend, or repeal Section 3 of ARTICLE I of these Bylaws, Sections 3 or
7 of ARTICLE II of these Bylaws, or this sentence of this ARTICLE X of these
Bylaws.




AMENDMENTS:


September
10, 2007 (Article III, Section 6)


January
24, 2008 (Article IV, Sections 1, 2, 3 and 5)






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