AMENDED
AND RESTATED BYLAWS OF




PACIFIC
CONTINENTAL CORPORATION









May 15,
2007






























Table of
Contents






ARTICLE
      I.SHAREHOLDERS  1




SECTION  1.ANNUAL
      MEETINGS  1


SECTION  2.ADJOURNED
      MEETINGS1


SECTION  3.SPECIAL
      MEETINGS  1


SECTION  4.PLACE
      OF MEETINGS  1


SECTION  5.NOTICE
      OF MEETINGS  1


SECTION  6.QUORUM  1


SECTION  7.SHAREHOLDERS
      OF RECORD  2


SECTION  8.VOTING
      OF SHARES  2


SECTION  9.PROXIES  3


SECTION  10.
            BUSINESS
      AT MEETING  3




ARTICLE
      II.DIRECTORS  4




SECTION  1.NUMBER  4


SECTION  2.ORGANIZATION  4


SECTION  3.MEETINGS  4


SECTION  4.SPECIAL
      MEETINGS  4


SECTION  5.PLACE
      OF MEETINGS  4


SECTION  6.WAIVER
      OF NOTICE  4


SECTION  7.QUORUM  5


SECTION  8.DUTIES
      OF THE CHAIR OF THE BOARD OF


DIRECTORS  5


SECTION  9.DUTIES
      OF THE VICE CHAIR OF THE


BOARD
      OF DIRECTORS  5


SECTION  10.OTHER
      DUTIES OF DIRECTORS  5


SECTION  11.RETIREMENT
      OF DIRECTORS  5


SECTION  12.VACANCIES  5


SECTION  13.COMMITTEES  5


SECTION  14.COMPENSATION      
       6


SECTION  15.ELECTION
      OF DIRECTORS  7




ARTICLE
      III.OFFICERS  8




SECTION  1.DESIGNATION
      AND QUALIFICATION  8


SECTION  2.TERM  8


SECTION  3.REMOVAL  8


SECTION  4.DUTIES
      OF THE PRESIDENT  8


SECTION  5.DUTIES
      OF THE VICE PRESIDENT  8


SECTION  6.DUTIES
      OF THE SECRETARY  8


SECTION  7.DUTIES
      OF OTHER OFFICERS  8


SECTION  8.OFFICIAL
      BONDS  9




ARTICLE
      IV.CORPORATE SEAL  9




SECTION  1.SEAL  9




ARTICLE
      V.CERTIFICATES AND TRANSFER OF SHARES  9




SECTION  1.CERTIFICATES
      FOR SHARES  9


SECTION  2.STOCK
      TRANSFERS  9


SECTION  3.LOST,
      STOLEN OR DESTROYED CERTIFICATES  9




ARTICLE
      VI.AMENDMENTS  9




SECTION  1.AMENDMENT
      OF BYLAWS  9

























BYLAWS
OF




PACIFIC
CONTINENTAL CORPORATION









ARTICLE
      I.
            SHAREHOLDERS±




SECTION  1.  ANNUAL
MEETINGS±.  An
annual meeting of the shareholders will be held in the State of Oregon within
one hundred twenty (120) days after the close of the fiscal year of the
corporation.  At the annual meeting, the shareholders will elect a
Board of Directors and transact any other business that may legally come before
the meeting.




SECTION  2.  ADJOURNED
MEETINGS±.  If
for any cause an election of directors is not held at the annual meeting
provided for in Section 1, such meeting may be adjourned to a future
date.




SECTION  3.  SPECIAL
MEETINGS±.  Special meetings
of the shareholders may be called by the President, by a majority of the Board
of Directors, or by the holders of not less than ten percent (10%) of the
outstanding capital stock of the corporation.  The record date for
determining shareholders entitled to demand a special meeting is the date the
first shareholder signs a demand.  The Board of Directors will have
the authority to designate the time and place of such a meeting.  No
business other than that stated in the notice of the meeting will be transacted
at any special meeting.




SECTION  4.  PLACE OF
MEETINGS±.  Meetings of the
shareholders will be held at the principal office of the corporation or any
other place designated by the Board of Directors.




SECTION  5.  NOTICE OF
MEETINGS±.  Written or
printed notice stating the place, date and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the meeting is called, will
be delivered not less than ten (10) nor more than sixty (60) days before the
date of the meeting, either personally or by mail, by or at the direction of the
President, the Secretary, the Board of Directors or the persons calling the
meeting, to each shareholder of record entitled to vote at the
meeting.  If mailed, the notice will be deemed to be given when
deposited in the United States mail, with postage prepaid, addressed to the
shareholder at that shareholder's address as it appears on the stock transfer
books of the corporation.




SECTION  6.  QUORUM±.




a.  A
majority of the shares entitled to vote, represented in person or by proxy, will
constitute a quorum for the transaction of business at any shareholders'
meeting.  If a person attends a meeting for the express purpose of
objecting to the transaction of any business on the grounds that the meeting is
not lawfully called or convened, the shares held by that person or represented
by a proxy given to that person will not be included for purposes of determining
whether a quorum is present.  The persons present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough persons to leave less than a quorum.




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b.  In the
absence of a quorum, a majority of the shares represented in person or by proxy
may adjourn the meeting from time to time until a quorum will
attend.  Any business that might have been transacted at the original
meeting may be transacted at the adjourned meeting if a quorum
exists.




SECTION  7.  SHAREHOLDERS
OF RECORD±.  The persons
entitled to receive notice of and to vote at any shareholders' meeting or any
adjournment thereof will be those persons designated as shareholders in the
stock transfer books of the corporation on the date of mailing of the notice of
the meeting or on such other date as determined in advance by the Board of
Directors, which date will be not more than seventy (70) nor less than ten (10)
days before the meeting.  Such a determination of shareholders
entitled to vote at any meeting of shareholders will apply to any adjournment
thereof.




SECTION  8.  VOTING OF
SHARES±.




a.  Each
shareholder will be entitled to one (1) vote on each matter submitted to a vote
at a meeting of the shareholders for each share of voting stock standing in the
name of the shareholder on the stock transfer books of the
corporation.




b.  Shares
held in the name of another corporation may be voted by such officer, agent or
proxy as the bylaws of such corporation may prescribe or, in the absence of
such provision, as the board of directors of such corporation may
determine.




c.  Shares
held by a personal representative, administrator, executor, guardian or
conservator may be voted by that person, either in person or by proxy, without a
transfer of such shares into the name of that person.  Shares held in
the name of a trustee may be voted by the trustee, either in person or by proxy,
but no trustee will be entitled to vote shares held by that trustee without a
transfer of such shares into the name of the trustee.




d.  Shares
standing in the name of a receiver may be voted by such receiver, and shares,
held by or under the control of a receiver may be voted by such receiver without
the transfer thereof into that receiver's name if authority to do so is
contained in an appropriate order of the court by which such receiver was
appointed.




e.  A
shareholder whose shares are pledged will be entitled to vote such shares until
the shares have been transferred into the name of the pledgee, and thereafter
the pledgee will be entitled to vote the shares so transferred.




f.  Redeemable
shares will not be entitled to vote on or after the date on which notice of
redemption is mailed to the holders of redeemable shares and a sum sufficient to
redeem such shares has been deposited with a corporation, trust company or other
financial institution with irrevocable instructions and authority to pay the
redemption price to the holder, upon surrender of the shares.




g.  Shares of
its own stock held by the corporation in a fiduciary capacity, or shares held by
another corporation if a majority of the shares entitled to vote for the
election of directors of such other corporation is held by the corporation, will
not be voted at any meeting or included in determining the total number of
outstanding shares at any given time, unless under the terms of the trust in
which such shares are held the manner in which such shares will be voted may be
determined by the trustee, by a donor or beneficiary of the trust or by some
other person named in the trust and unless such shares are actually voted in the
manner determined or directed by the trustee, donor, beneficiary or other person
so authorized.




2


SECTION  9.  PROXIES±.  A shareholder
may vote in person or by proxy executed in writing by the shareholder or by the
duly authorized attorney-in-fact of the shareholder.  No proxy will be
valid after eleven (11) months from the date of its execution unless otherwise
provided in the proxy.




SECTION  10.  BUSINESS
AT MEETING±.  At an annual meeting of the shareholders, only such
business will be conducted as will have been properly brought before the
meeting.  To be properly brought before an annual meeting, business
must be:  (A) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors,
(B) otherwise properly brought before the meeting by or at the direction of
the Board of Directors, or (C) otherwise properly brought before the
meeting by a shareholder.  For nominations or other business to be
properly brought before a shareholders meeting by a shareholder pursuant to
clause (C) of the preceding sentence, the shareholder must have given timely
notice thereof in writing to the Secretary of the corporation and such other
business must otherwise be a proper matter for shareholder action.  To
be timely for purposes of advance notice requirements, a shareholder’s proposal
must be delivered to the Secretary at the principal executive offices of the
corporation not less than one hundred twenty (120) calendar days in advance of
the first anniversary of the date the corporation's proxy statement was mailed
to shareholders for the preceding year's annual meeting.  In no event
will the public announcement of an adjournment of a shareholders meeting
commence a new time period for the giving of a shareholder's notice as described
above.  A shareholder's notice to the secretary must set forth as to
each matter the shareholder proposes to bring before the annual
meeting:  (a) a brief description of the business desired to be
brought before the meeting, (b) the name and address, as they appear on the
corporation's books, of the shareholder proposing such business, (c) the
class number of shares of the corporation which are owned beneficially by such
shareholder, (d) any material interest of the shareholder in such business,
and (e) any other information that is required to be provided by the
shareholder pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (the "1934 Act") (or any successor thereto) in such
shareholder's capacity as a proponent of a shareholder
proposal.  Notwithstanding anything in these Bylaws to the contrary,
no business will be conducted at any annual meeting except in accordance with
the procedures set forth in this section.  The Chair of the annual
meeting will, if the facts warrant, determine and declare at the meeting that
business was not properly brought before the meeting and in accordance with the
provisions of this section, and, if the Chair should so determine, he or she
will so declare at the meeting that any such business not properly brought
before the meeting will not be transacted.




3


ARTICLE
      II.
            DIRECTORS±




SECTION  1.  NUMBER±.  The business and
affairs of the corporation will be managed and controlled by a board of six (6)
to fifteen (15) directors, the exact number to be established by resolution of
the Board of Directors.  Each director will hold office as set forth
in the Articles of Incorporation, and until that director’s successor has been
elected and qualified, or until that director's death or until that director
resigns or is removed in accordance with the provisions of these
bylaws.  At least one-half (1/2) of the directors, at the time of
their election and during their continuance in office, will be citizens of the
United States and residents of the State of Oregon.




SECTION  2.  ORGANIZATION±.  As soon as
practicable after the time of their election, the directors will meet for the
purpose of organization and election of a Chair and Vice Chair of the Board and
executive officers hereinafter specified, and to conduct such other business as
may come before the meeting.  No director may transact any business
whatsoever prior to qualifying and taking the oath of office as required by
law.




SECTION  3.  MEETINGS±.  The Board of
Directors will meet on a regular basis.  Each director will be charged
with notice of the time and place of such regular meetings unless the time and
place of such meeting is changed at a meeting in which the directors are not all
present.  In such case, any absent director will be entitled to the
notice provided for special meetings under Section 4 of this
Article.  A director who is absent from a meeting of the Board of
Directors may record his or her approval or disapproval of actions taken at that
meeting by so indicating on the minutes of that meeting, and affixing his or her
signature thereto.




SECTION  4.  SPECIAL
MEETINGS±.  Special meetings
of the Board of Directors may be held from time to time upon the call of the
Chair or Vice Chair of the Board, President, Vice President, Secretary, or upon
the call of not less than one-half (1/2) of the duly elected, qualified and
acting directors.  Notice of such meeting will be given by the person
or persons calling the meeting by mail not later than two (2) days before the
time for such meeting or in person, or by telephone no later than twenty-four
(24) hours before the time fixed for such meeting.  The presence or
consent of any director will constitute a waiver of the notice of such
meeting.




SECTION  5.  PLACE OF
MEETINGS±.  Meetings of the
Board of Directors will be at the registered office of the corporation or any
other place designated by the Board of Directors.  Meetings of the
Board of Directors may be held by means of conference telephone or similar
communications equipment which allows all persons participating in the meeting
to hear each other.  Participation in a meeting pursuant to the
provisions of the preceding sentence will constitute presence in person at the
meeting.




SECTION  6.  WAIVER OF
NOTICE±.  Attendance of a
director at a meeting will constitute a waiver of notice of that meeting, except
where a director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting was not lawfully called or
convened.




4


SECTION  7.  QUORUM±.  A quorum of the
Board of Directors will consist of a majority of the members of the Board of
Directors.  Less than a quorum may adjourn any meeting of the Board of
Directors.




SECTION  8.  DUTIES OF
THE CHAIR OF THE BOARD OF DIRECTORS±




a.  Chair,
whenever present, all Board Meetings.


b.  Chair,
whenever present, all Executive Committee Meetings.


c.  Perform
such other duties as the Board of Directors may, from time to time,
prescribe.





SECTION  9.  DUTIES OF
THE VICE CHAIR OF THE BOARD OF DIRECTORS±.  The Vice Chair will
perform the duties of the Chair in the event of his or her absence or
disqualification or inability to perform the duties of the office of
Chair.




SECTION  10.  OTHER
DUTIES OF DIRECTORS±.  The Board of
Directors will have the power to establish policies for the corporation and the
general or particular manner in which the business and affairs of the
corporation will be conducted.




SECTION  11.  RETIREMENT
OF DIRECTORS±.  No person who
has attained the age of seventy (70) will be eligible for election as a
director.  Each director then serving who attains the age of seventy
(70) will resign from the office of director effective as of the first annual
meeting of shareholders following his or her seventieth (70th)
birthday.




SECTION  12.  VACANCIES±.  A vacancy in the
Board of Directors will exist upon the death, resignation or removal of any
director.  Vacancies in the Board of Directors may be filled by the
affirmative vote of a majority of the remaining directors, though less than a
quorum, at a meeting of the Board of Directors after the vacancy
occurs.  Each director so elected and approved will hold office until
the next shareholder meeting at which directors are elected and until such
director's qualified successor is elected and accepts office.




SECTION  13.  COMMITTEES±.




a.  Committees.  The
Board of Directors may create one or more committees and appoint members of the
Board to serve on them.  Each committee shall have two or more
members, who serve at the pleasure of the Board.  The creation of a
committee and appointment of members to it must be approved by a majority of all
the directors in office when the action is taken.




b.  Governance.  The
provisions of the Articles of Incorporation and these Bylaws governing meetings,
action without meetings, notice, waiver of notice and quorum and voting
requirements of the Board of Directors apply to committees and their members as
well.  Except as provided in Subsection (d) of this Section 13, to the
extent specified by the Board of Directors or in the Articles of Incorporation,
each committee may exercise the authority of the Board.




5


c.  Audit
Committee.  By resolution adopted by a majority of the entire
Board of Directors, the Board may appoint from among its members an Audit
Committee of three (3) or more, none of whom shall be active officers of the
corporation, and may designate one (1) of such members as chair of the Audit
Committee.  The Board of Directors may also designate one or more
directors as alternates to serve as a member or members of the Audit Committee
in the absence of a regular member or members.  The Audit Committee
shall establish and maintain continuing communications between the Board of
Directors and the corporation’s independent auditors, internal auditors, and
members of financial management with respect to the audit of the corporation’s
accounts and financial affairs and the audit of the corporation’s controlled
subsidiaries.  The Audit Committee shall have such other powers and
perform such other duties as may from time to time be prescribed by the Board of
Directors.




d.  Excluded
Activities.  A committee may not:




(1)            Authorize
distributions;




(2)
            Approve or propose to
      shareholders actions that are required to be approved by
      shareholders;




(3)
            Fill
      vacancies on the Board of Directors or on any of its
      committees;




(4)
            Amend
      the Articles of Incorporation; or




(5)
            Adopt,
      amend or repeal bylaws.




SECTION  14.  COMPENSATION±.  Through board
resolution, the Board of Directors will establish the amount and form of
compensation consistent with the following guidance.




a.           Compensation for
Meetings.  Each director, excluding inside directors, will be
paid a single fee for attending a regular Board of Directors meeting of the
corporation or for attending a regular Board of Directors meeting of the
corporation's principal subsidiary, Pacific Continental
Bank.  Additionally, directors may be paid a fee for attending the
meeting of their assigned committees, or their assigned committees of Pacific
Continental Bank Directors are excused from attending one Board of Directors
meeting annually without forfeiture of the meeting fee.  Directors may
occasionally attend the Board of Directors meetings, or the meetings of their
assigned committees, telephonically, providing they have prepared for the
meeting by accessing the corporation's private Extranet or by otherwise
receiving and reviewing the meeting materials in advance.  All
director fees are paid the first week of the month following the month in which
the fees are earned.  Qualified business expenses are reimbursable
upon submission of a personal expense report and the attendant
documentation.




Directors
are expected to attend the annual meeting of shareholders and a minimum of 75%
of the aggregate of (i) the total number of meetings of the Boards of
Directors, and (ii) the total number of meetings held by all the committees
on which they serve.




6


b.           Compensation
Amount.  Consistent with the provisions of its charter, the
corporation’s Compensation Committee will recommend to the Board of Directors
the amount and form of compensation to be paid to directors for board service
and meeting attendance.  In addition to cash payments, directors may
receive equity grants pursuant to shareholder approved equity incentive
plans.  In making its recommendations, the committee may consider the
unique responsibilities and duties of the chairs and committee members and may
recommend different compensation levels based on committee membership and
positions held including special retainer fees.




SECTION  15.  ELECTION
OF DIRECTORS±.  Only persons who
are nominated in accordance with the procedures set forth in this section will
be eligible for election as directors. Nominations of persons for election to
the Board of Directors of the corporation may be made at a meeting of
shareholders by or at the direction of the Board of Directors or by any
shareholder of the corporation entitled to vote in the election of directors at
the meeting who complies with the notice procedures set forth in this
section.  Such nominations, other than those made by or at the
direction of the Board of Directors, must be in writing and delivered to the
Secretary at the principal executive offices of the corporation not less than
one hundred twenty (120) calendar days in advance of the first anniversary of
the date the corporation's proxy statement was mailed to shareholders for the
preceding year's annual meeting.  In no event will the public
announcement of an adjournment of a shareholders meeting commence a new time
period for the giving of a shareholder's notice as described
above.  Such shareholder's notice must set forth (i) as to each
person whom the shareholder proposes to nominate for election or re-election as
a director:  (A) the name, age, business address and residence address
of such person, (B) the principal occupation or employment of such person,
(C) the class and number of shares of the corporation which are
beneficially owned by such person, (D) a description of all arrangements or
understandings between the shareholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nominations are to
be made by the shareholder, and (E) any other information relating to such
person that is required to be disclosed in solicitations of proxies for
elections of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the 1934 Act (or any successor thereto) (including
without limitation such person's written consent to being name in the proxy
statement, if any, as a nominee and to serving as a director if elected); and
(ii) as to such shareholder giving notice: (X) the name and address,
as they appear on the corporation's books, of the shareholder, (Y) the
class and number of shares of the corporation which are owned beneficially by
such shareholder, and (Z) any other information that is required to be
provided by the shareholder pursuant to Regulation 14A under the 1934 Act (or
any successor thereto) in such shareholder's capacity as a proponent of a
shareholder nomination.  At the request of the Board of Directors, any
person nominated by a shareholder for election as a director will furnish to the
secretary of the corporation that information required to be set forth in the
shareholder's notice of nomination which pertains to the nominee.  No
person will be eligible for election as a director of the corporation unless
nominated in accordance with the procedures set forth in this
section.  Upon the receipt of a shareholder nomination made in
accordance with the procedures prescribed by these Bylaws, such nomination shall
be evaluated by the corporation’s Governance/Nominating Committee (or any
successor thereto) in accordance with its evaluation procedures, in order to
determine whether such nominee should be included in the slate of persons
recommended by the Board of Directors to the Corporation’s shareholders for
election at the next annual meeting.  The Chair of the meeting will,
if the facts warrant, determine and declare at the meeting that a nomination was
not made in accordance with the procedures prescribed by these Bylaws, and if
the Chair so determines, he or she will so declare at the meeting, and the
defective nomination will be disregarded.




7


ARTICLE
      III.
            OFFICERS±




SECTION  1.  DESIGNATION
AND QUALIFICATION±.  The officers of
the corporation will be a President, who will also be a director, one (1) or
more vice presidents, a Secretary and all other necessary officers who may, at
any time, be elected by the Board of Directors.




SECTION  2.  TERM±.  Each officer
will hold office until the successor for that officer has been elected and
qualified or until such officer's death, resignation, or removal in accordance
with the provisions of these Bylaws.  The Board of Directors will fill
any vacancy occurring in any such office.




SECTION  3.  REMOVAL±.  Any officer or
agent elected or appointed by the Board of Directors may be removed by the Board
of Directors, with or without cause, whenever in its judgment the best interests
of the corporation will thereby be served.  Such removal will be
without prejudice to the contract rights, if any, of the person so
removed.  Election or appointment of an officer or agent will not, of
itself, create contract rights.




SECTION  4.  DUTIES OF
THE PRESIDENT±.  It will be the
duty of the President to preside at all meetings of the shareholders and to
preside at all meetings of the directors in the absence of the Chair and Vice
Chair of the Board.  The President will be the chief executive officer
of the corporation.  The President will perform all such other duties
as the Board of Directors may, from time to time, prescribe or as maybe required
by law.




SECTION  5.  DUTIES OF
THE VICE PRESIDENT±.  Each Vice
President will have such powers and duties as may be assigned by the Board of
Directors or the President.  One Vice President will be designated by
the Board, in the absence of the President, to perform all the duties of the
President.




SECTION  6.  DUTIES OF
THE SECRETARY±.  The Secretary
will be responsible for keeping accurate minutes of all meetings of the
corporation's Board of Directors and shareholders.  The Secretary will
be custodian of the corporate seal, if any, and the records of the
corporation.  The Secretary will perform such other duties as the
Board of Directors may, from time to time, prescribe or as may be required by
law.




SECTION  7.  DUTIES OF
OTHER OFFICERS±.  Other officers
appointed by the Board of Directors will exercise such powers and perform such
duties as pertaining to their specific offices, or as may otherwise be conferred
upon, or assigned to them by the Board of Directors or the President of the
corporation.  The Board of Directors may authorize an officer to
appoint one or more officers or assistant officers.




8


SECTION  8.  OFFICIAL
BONDS±.  Satisfactory
bonds for the faithful performance of duties may be required for all officers
and employees.  Such bonds will be approved by the Board of
Directors.




ARTICLE
      IV.
            CORPORATE
      SEAL±




SECTION
1.                                CORPORATE
SEAL.  If the Board of Directors elects to use a corporate seal for
the corporation, such seal will be a circle, in the margin of which will appear
the words "Pacific Continental Corporation, Eugene, Oregon", and in the center
the words "Corporate Seal."






ARTICLE
      V.
            CERTIFICATES
      AND TRANSFER OF SHARES±




SECTION  1.  CERTIFICATES
FOR SHARES±.  The shares of
stock of the corporation may be represented by stock certificates; in such
event, the President, Vice President or the Secretary of the corporation will
sign each certificate. Such signatures may be manual, facsimile, engraved,
printed or impressed. Each certificate for shares will state upon its face all
information required by law or otherwise determined to be necessary or
appropriate.




SECTION  2.  STOCK
TRANSFERS±.  Shares of stock will be transferable on the books of the
corporation, and a transfer book will be kept in which all transfers of stock
will be recorded.  Every person becoming a shareholder by such
transfer will, in proportion to his or her shares, succeed to all rights of the
prior holder of such shares.  The Board of Directors may impose
conditions upon the transfer of the stock reasonably calculated to simplify the
work of the corporation for stock transfers, voting at shareholder meetings, and
related matters, and to protect it against fraudulent transfers.




SECTION  3.  LOST,
STOLEN OR DESTROYED CERTIFICATES±.  In the event a
certificate is lost, stolen or destroyed, the President, Secretary, or other
authorized officer may, upon satisfactory proof of such loss, theft or
destruction, and upon receipt of satisfactory indemnity from the shareholder,
authorized the issuance of a new certificate.






ARTICLE
      VI.
            AMENDMENTS±




SECTION
1.                                AMENDMENTS.  These
bylaws may be altered, amended or repealed by a majority vote of the Board of
Directors at any regular meeting of the Board of Directors or any special
meeting called for that purpose.









9


These
Amended and Restated Bylaws, which supercede and replace all previous Bylaws of
the corporation, were adopted by a resolution of the Board of Directors,
effective May 15, 2007.









DATED May
15, 2007.











/s/ Hal
Brown


Hal
Brown, President and CEO









10