Amended
        and Restated Bylaws
  of
  Galaxy
        Nutritional Foods, Inc.
  a
        Delaware Corporation
  Dated:
        February 6, 2008





**GALAXY
      NUTRITIONAL FOODS, INC.**





**BYLAWS**





**ARTICLE
      I**


**MEETINGS
      OF STOCKHOLDERS**





**Section
      1.**  **Place
      of Meetings** **.** All meetings of the stock-holders shall be held at such place within or without
      the State of Delaware as may be fixed from time to time by the board of
      directors or the chief executive officer, or if not so designated, at the
      registered office of the corporation.





**Section
      2.**  **Annual
      Meeting** **.** Annual meetings of stockholders shall be held on the last Friday of September
      in
      each year if not a legal holiday, and if a legal holiday, then on the next
      secular day following, at 10:00 a.m., or at such other date and time as shall
      be
      designated from time to time by the board of directors or the chief executive
      officer, at which meeting the stockholders shall elect by a plurality vote
      a
      board of directors and shall transact such other business as may properly be
      brought before the meeting.





**Section
      3.**  **Special
      Meetings** **.** Special meetings of the stockholders, for any purpose or purposes, may, unless
      otherwise prescribed by statute or by the
      certificate of incorporation, be called by the board of directors or the chief
      executive officer and shall be called by the chief executive officer or
      secretary at the request in writing of stockholders owning a majority in amount
      of the entire capital stock of the corporation issued and outstanding and
      entitled to vote. Such request shall state the purpose or purposes of the
      proposed meeting. Business transacted at any special meeting shall be limited
      to
      matters relating to the purpose or purposes stated in the notice of meeting.





**Section
      4.**  **Notice
      of Meetings** **.**  Except
      as otherwise provided by law,
      written notice of each meeting of stockholders, annual or special, stating
      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, shall be given not less
      than ten or more than sixty days before the date of the meeting, to each
      stockholder entitled to vote at such meeting.





**Section
      5.**  **Voting
      List** **.** The officer who  has
      charge of the stock ledger of the corporation
      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 or town 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 registered office of the corporation. The list shall also
      be produced and kept at the time and place of the meeting during the whole
      time
      thereof, and may be inspected by any stockholder who is present.





**Section
      6.**  **Quorum** **.** The holders of a majority of the stock issued and outstanding and
      entitled  to
      vote thereat, present in person or represented by proxy, shall constitute a
      quorum at all meetings of the stockholders for the transaction of business,
      except as otherwise provided by statute,
      the certificate of incorporation or these bylaws.




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**Section
      7.**  **Adjournments** **.** Any meeting of stockholders may be adjourned from time to time to any other
      time
      and to any other place at which a meeting of stockholders may be held under
      these bylaws, which time and place shall be announced at the meeting, by a
      majority of the stockholders present in person or represented by proxy at the
      meeting and entitled to vote, though less than a quorum, or, if no stockholder
      is present or represented by proxy, by any officer entitled to preside at or
      to
      act as secretary of such meeting, without notice other than announcement at
      the
      meeting, until a quorum shall be present or represented. At such adjourned
      meeting at which a quorum shall be present or represented, any business may
      be
      transacted which might have been transacted at the original meeting. If the
      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
      meeting.





**Section
      8.**  **Action
      at Meetings** **.** When a quorum is present at any meeting, the vote of the holders of a majority
      of the stock present in person or represented by proxy and entitled to vote
      on
      the question shall decide any question brought before such meeting, unless
      the
      question is one upon which by express provision of law, the certificate of
      incorporation or these bylaws, a different vote is required, in which case
      such
      express provision shall govern and control the decision of such
      question.





**Section
      9.**  **Voting
      and Proxies** **.** Unless otherwise provided in the certificate of incorporation, each stockholder
      shall at every meeting of the stockholders be entitled to one vote for each
      share of capital stock having voting power held of record by such
      stockholder. Each stockholder entitled to vote at a meeting of stockholders,
      or
      to express consent or dissent to corporate action in writing without a meeting,
      may authorize another person or persons to act for him 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.





**Section
      10.**  **Action
      without Meeting** **.** Any
      action required to be taken at any annual or special meeting of stockholders,
      or
      any action which may be taken at any annual or special meeting of such
      stockholders, may be taken without a meeting, without prior notice and without
      a
      vote, if a consent in writing, setting forth the action so taken, shall be
      signed by the holders of outstanding stock having not less than the minimum
      number of votes that would be necessary to authorize or take such action at
      a
      meeting at which all shares entitled to vote thereon were present and voted.
      Prompt notice of the taking of the corporate action without a meeting by less
      than unanimous written consent shall be given to those stockholders who have
      not
      consented in writing.




**ARTICLE
      II**


**DIRECTORS**





**Section
      1.**  **Number,
      Election, Tenure and Qualification** **.** The number of directors which  shall
      constitute the whole board shall be not less than one. Within such limit, the
      number of directors shall be determined by resolution of the board of directors
      or by the stockholders at the annual meeting or at any special meeting of
      stockholders. The directors shall be elected at the annual meeting or at any
      special meeting of the stockholders, except as provided in Section 3 of this
      Article, and each director elected shall hold office until his successor is
      elected and qualified, unless sooner displaced. Directors need not be
      stockholders. Any decrease in the number of directors shall not shorten the
      term
      of any incumbent director.




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**Section
      2.**  **** **Enlargement** **.** The
      number of the board of directors may be changed by resolution of a majority
      of
      the board of directors then in office or by the holders of a majority of the
      shares entitled to vote.





**Section
      3.**  **Vacancies** **.** Vacancies and newly created direc-torships resulting from any increase in the
      authorized number of directors may be filled by a majority of the directors
      then
      in office, though less than a quorum, or by a sole remaining director, and the
      directors so chosen shall hold office until the next annual election and until
      their successors are duly elected and shall qualify, unless sooner displaced.
      If
      there are no directors in office, then an election of directors may be held
      in
      the manner
      provided by statute. In the event of a vacancy in the board of directors, the
      remaining directors, except as otherwise provided by law or these bylaws, may
      exercise the powers of the full board until the vacancy is filled.





**Section
      4.**  **Resignation
      and Removal** **.** Any director may resign at any time upon written notice to the corporation
      at
      its principal place of business or to the chief executive officer or secretary.
      Such resignation shall be effective upon receipt unless it is
      specified to be effective at some other time or upon the happening of some
      other
      event. Any director or the entire board of directors may be removed, with or
      without cause, by the
      holders of a majority of the shares then entitled to vote at an election of
      directors, unless otherwise specified by law or the certificate of
      incorporation.





**Section
      5.**  **General
      Powers** **.** The business and affairs of the corporation shall be managed by its board of
      directors, which may exercise all powers of the corporation and do all such
      lawful acts and things as are not by statute or by the certificate of
      incorporation or by these bylaws directed or required to be exercised or done
      by
      the stockholders.





**Section
      6.**  **Chairman
      of the Board** **.** If the board of directors appoints a chairman of the board, he shall, when
      present, preside at all meetings of the stockholders and the board of directors.
      He shall perform such duties and possess such powers as are customarily vested
      in the office of the chairman of the board or as may be vested in him by the
      board of directors.





**Section
      7.**  **Place
      of Meetings** **.** The board of directors may hold meetings, both regular and special, either
      within or without the State of Delaware in person, telephonically or
      electronically.





**Section
      8.**  **Regular
      Meetings.** Regular meetings of the board of directors may be held without notice at such
      time and at such place as shall from time to time be determined by the board;
      provided that any director who is absent when such a determination is made
      shall
      be given prompt notice of such determination. A regular meeting of the board
      of
      directors may be held without notice immediately after and at the same place
      as
      the annual meeting of stockholders.





**Section
      9.**  **Special
      Meetings** **.** Special meetings of the board of directors may be called by the chairman, chief
      executive officer, secretary, or on the written request of two or more
      directors, or by one
      director in the event that there is only one director in office. Two days'
      notice to each director, either personally or by
      a nationally recognized overnight courier, by telefax, or by e-mail, or similar
      means sent to his business or home address, or three days' notice by written
      notice deposited in the mail, shall be given to each director by the secretary
      or by the officer or one of the directors calling the meeting. A notice or
      waiver of notice of a meeting of the board of directors need not specify the
      purposes of the meeting.




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**Section
      10.**  **Quorum,
      Action at Meeting, Adjournments** **.** At all
      meetings of the board of directors a majority of
      directors then in office, but
      in no event less than one third of the entire board, shall constitute
      a quorum for the transaction of business and the act of a majority of the
      directors present at any meeting at which there
      is a quorum shall be the act of the board of directors, except
      as may be otherwise specifically provided by law
      or by the certificate
      of incorporation. For purposes of this section, the term
      "entire board" shall mean the number of directors last fixed by the stockholders
      or directors,  as
      the case may be, in accordance with law and these bylaws; provided, however,
      that if less than all the number so fixed were elected, the "entire
      board”  shall
      mean the greatest number of directors so elected to hold office at any one
      time
      pursuant to such authorization. If a quorum shall not be present at any meeting
      of the board of directors, a majority of the directors present thereat may
      adjourn the meeting from time to time, without notice other than announcement
      at
      the meeting, until a quorum shall be present.





**Section** **11.**  **Action
      by Consent** **.** Unless otherwise restricted by the certificate of incorporation or these bylaws,
      any action required or permitted to be taken at any meeting of the board of
      directors or of any committee thereof may be taken without a meeting, if all
      members of the board or committee, as the case may be, consent thereto in
      writing, and the writing or writings are filed with the minutes of proceedings
      of the board or committee.





**Section
      12.**  **Telephonic
      Meetings** **.** Unless otherwise restricted by the certificate of incorporation or these bylaws,
      members of the board of directors or of any committee thereof may participate
      in
      a meeting of the board of directors or of any committee, as the case may be,
      by
      means of conference telephone or similar communications equipment by means
      of
      which all persons participating in the meeting can hear each other, and such
      participation in a meeting shall constitute presence in person at the
      meeting.





**Section** **13.**  **Committees** **.** The board of directors may, by resolution passed by a majority of the whole
      board, designate one or more committees, each committee to consist of one or
      more of the directors of the corporation. The board of directors 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, to the extent provided in the resolution of the board of directors,
      shall have and may exercise all the powers and authority of the board of
      directors in the management of the business and affairs of the corporation,
      and may
      authorize the seal of the corporation to be affixed to all papers
      which may require it. However, no such committee shall have the power or
      authority (a) to amend the certificate of incorporation (except that a committee
      may, to the extent authorized in the resolution or resolutions providing for
      the
      issuance of shares of stock adopted by the board of directors as provided in
      subsection (a) of Section 151 of the Delaware General Corporation Law ("DGCL"),
      (b) to fix the designations and any of the preferences or rights of such shares
      relating to dividends, redemption, dissolution, any distribution of assets
      of
      the corporation or the conversion into, as the exchange of such shares, for
      shares of any other class or classes or any other series of the same or any
      other class or classes of stock of the corporation, (c) to fix the number of
      shares of any series of stock or authorize the increase of decrease of the
      shares of any series, (d) to adopt an agreement of merger or consolidation,
      recommending to the stockholders the sale, lease or exchange of all or
      substantially all of the corporation's property and assets, (e) to recommend
      to
      the stockholders a dissolution of the corporation or a revocation of a
      dissolution, or (f) to amend the by laws
      of the corporation. Unless the resolution designating such committee or the
      certificate of incorporation expressly so provide, no such committee shall
      have
      the power or authority to declare a dividend, to authorize the issuance of
      stock
      or to adopt a certificate of ownership and merger pursuant to Section 253 of
      the
      DGCL. Such committee or committees shall have such name or names as may be
      determined from time to time by resolution adopted by the board of directors.
      Each committee shall keep regular minutes of its meetings and make such reports
      to the board of directors as the board of directors
      may request. Except as the board of directors may otherwise determine, any
      committee may make rules for the conduct of its business, but unless otherwise
      provided by the directors or in such rules, its business shall be conducted
      as
      nearly as possible
      in the same manner as
      is provided
      in these bylaws for the conduct of its business by the board of directors.




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**Section** **14.**  **Compensation** **.** Unless otherwise restricted by the certificate of incorporation or these bylaws,
      the board of directors shall have the authority to fix from time to time the
      compensation of directors. The directors may be paid their expenses, if any, of attendance
      at each meeting of the board of directors and the performance of their
      responsibilities as directors and may be paid a fixed sum for attendance at
      each
      meeting of the board of directors and/or a stated salary as director. No such
      payment shall preclude any director from serving the corporation or its parent
      or subsidiary corporations in any other capacity and receiving compensation
      therefor. The board of directors may also allow compensation for members of
      special or standing committees for service on such committees.




**ARTICLE
      III**


**OFFICERS**





**Section
      1.**  **Enumeration** **.** The officers of the corporation shall be chosen by the board of directors and
      there shall be a president, a secretary and a treasurer and such other officers
      with such titles, terms of office and duties as the board of directors may
      from
      time to time determine, including a chairman of the board, one or more
      vice-presidents, and one or more assistant secretaries and assistant treasurers.
      Unless a separate person is so named, the corporation's chief financial officer
      shall also be the corporation's treasurer. If authorized by resolution of the
      board of directors, the chief executive officer may be empowered to appoint
      from
      time to time assistant secretaries and assistant treasurers. Any number of
      offices may be held by the same person, unless the certificate of incorporation
      or these bylaws otherwise provide.




**Section
      2.**  **Election** **.** The board of directors at its first meeting after each annual meeting
      of stockholders shall choose a president,
      a secretary and a treasurer. Other officers may be appointed by the
      board of directors at such meeting, at any other meeting, or by written
      consent.





**Section
      3.**  **Tenure** **.** The officers of the corporation shall hold office until their successors are
      chosen and qualify, unless a different term is specified in the vote choosing
      or
      appointing him, or until his earlier death, resignation or removal. Any officer
      elected or appointed by the board of directors or by the
      chief executive officer may be removed at any time by the affirmative vote
      of a
      majority of the board of directors or a committee duly authorized to do so,
      except that any officer appointed by the chief executive officer may also be
      removed at any time by the chief executive officer. Any vacancy occurring in
      any
      office of the corporation may be filled by the board of directors, at its
      discretion. Any officer may resign by delivering his written resignation to
      the
      corporation at its principal place of business or to the chairman, chief
      executive officer or the secretary. Such resignation shall be effective upon
      receipt unless it is specified to be effective at some other time or upon the
      happening of some other event.





**Section
      4.**  **President** **.** The president shall be the chief operating officer of the corporation. He shall
      also be the chief executive officer unless the board of directors otherwise
      provides. The president shall, unless the board of directors provides otherwise
      in a specific instance or generally, preside at all meetings of the stockholders
      and the board of directors, unless a chairman of the board is elected, have
      general and active management of the business of the corporation and see that
      all orders and resolutions of the board of directors are carried into effect.
      The president shall execute bonds, mortgages, and other contracts requiring
      a
      seal, under the seal of the corporation, except where required  or
      permitted by law 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.




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**Section
      5.**  **Vice-Presidents** **.** In
      the absence of the president or in the event of his inability  or
      refusal to act, the vice-president, or if there be more than one vice-president,
      the vice-presidents in the order designated by the board of directors or the
      chief executive officer (or in the absence of any designation, then in the
      order
      determined by their tenure in office) 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 or the chief
      executive officer may from time to time prescribe.





**Section
      6.**  **Secretary** **.** The secretary shall have such powers and perform such duties as are incident
      to
      the office of secretary.
      He or a designated stock transfer agent shall maintain a stock ledger and
      prepare lists of stockholders and their addresses as required and shall be
      the
      custodian of corporate records. 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 from
      time
      to time prescribed by the board of directors or chief executive officer, under
      whose supervision he shall be. He shall have custody of the corporate seal
      of
      the corporation 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 seal
      of
      the corporation and to attest the affixing by his signature.





**Section
      7.**  **Assistant
      Secretaries** **.** The assistant secretary, or if there be more than one, the assistant secretaries
      in the order determined by the board of directors, the chief executive officer
      or the secretary (or if there be no such determination, then in the order
      determined by their tenure in office), 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, the chief executive officer or the
      secretary may from time to time prescribe. In the absence of the secretary
      or
      any assistant secretary at any meeting of stockholders or directors, the person
      presiding at the meeting shall designate a temporary or acting secretary to
      keep
      a record of the meeting.





**Section
      8.**  **Treasurer** **.** The treasurer shall perform such duties and shall have such powers as may be
      assigned to him by the board of directors or the chief executive officer. He
      shall also be the chief financial officer unless the board of directors
      otherwise provides. In addition, the treasurer shall perform such duties and
      have such powers as are incident to the office of treasurer. The treasurer
      shall
      have the custody of the corporate funds and securities and shall keep full
      and
      accurate accounts of receipts and disbursements in books belonging to the
      corporation 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. He shall disburse the funds of the corporation as
      may
      be ordered by the board of directors, taking proper vouchers for such
      disbursements, and shall render to the chief executive officer and the board
      of
      directors, when the chief executive officer or board of directors so requires,
      an account of all his transactions as treasurer and of the financial condition
      of the corporation.




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**Section
      9.**  **Assistant
      Treasurers** **.** The assistant treasurer,
      or if there
      shall be more than one, the assistant treasurers in the order determined by
      the
      board of directors, the chief executive officer or the treasurer (or if there
      be no such determination, then in the order determined by their
      tenure in office), 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 chief executive officer or the treasurer may from time
      to time prescribe.





**Section
      10.**  **Bond** **.** If required by the board of directors, any officer shall give the corporation
      a
      bond in such sum and with such surety or sureties and upon such terms and
      conditions as shall be satisfactory to the board of directors, including without
      limitation a bond for the faithful performance of the duties of his office
      and
      for the restoration to the corporation of all books, papers, vouchers, money
      and
      other property of whatever kind in his possession or under his control and
      belonging to the corporation.





**Section
      11.**  **Vacancies** .
      A
      vacancy in any office may be filled for the unexpired term in the manner
      prescribed in Section 1 of this Article for election or appointment to the
      office.





**Section
      12.**  **Salaries** .
      The
      board of directors may fix the officers salaries, if any, or it may authorize
      the chairman or chief executive officer to fix the salary of any other
      officer.




**ARTICLE
      IV**


**NOTICES**





**Section
      1.**  **Delivery** **.** Whenever, under the provisions of law, or of the certificate of incorporation
      or
      these bylaws, written notice is required to be given to any director or
      stockholder, such notice may be given by mail, addressed to such director or
      stockholder, at his address as it appears on the records of the corporation,
      with postage thereon prepaid, and such notice shall be deemed to be given at
      the
      time when the same shall be deposited in the United States mail . Unless
      written notice by mail is required by law, written notice may also be given
      by a
      nationally recognized overnight courier, telefax, e-mail, or similar means,
      addressed to such director or stockholder at his address as it appears on the
      records of the corporation, in which case such notice shall be deemed to be
      given when delivered into the control of the persons charged with effecting
      such
      transmission, the transmission charge to be paid by the corporation or the
      person sending such notice and not by the
      addressee. Oral notice or other in-hand delivery (in person or by telephone)
      shall be deemed given at the time it is actually given.





**Section
      2.**  **Waiver
      of Notice** .
      Whenever any notice is required to be given under the provisions of law or
      of
      the cer-tificate of incorporation or of these bylaws, a waiver thereof in
      writing, signed by the person or persons entitled to said notice, whether before
      or after the time stated therein, shall be deemed equivalent
      thereto.




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**ARTICLE
      V**


**INDEMNIFICATION**





**Section
      1.**  **Right
      to Indemnification** .
      Each
      person who was or is a party or is threatened to be made a party to or is
      involved in any action, suit or proceeding, whether civil, criminal,
      administrative or investigative (a "proceeding"), by reason of the fact that
      he,
      or a person of whom he is the legal representative, is or was a director or
      officer of the corporation or is or was serving at the request of the
      corporation as a director, officer, employee or agent of another corporation
      or
      of a partnership, joint venture, trust or other enterprise, including service
      with respect to employee benefit plans, whether the basis of such proceeding
      is
      alleged action or inaction in an official capacity or in any other capacity
      while serving as director, officer, employee or agent, shall be indemnified
      and
      held harmless by the corporation to the fullest extent permitted by the DGCL,
      as
      amended from time to time, against all costs, charges, expenses, liabilities
      and
      losses (including attorneys' fees, judgments, fines, ERISA excise taxes or
      penalties and amounts paid or to be paid in settlement) reasonably incurred
      or
      suffered by such person in connection therewith, and that indemnification shall
      continue as to a person who has ceased to be a director, officer, employee
      or
      agent and shall inure to the benefit of his heirs, executors and administrators;
      provided, however, that, except as provided in Section 2, the corporation shall
      indemnify any such person seeking indemnification in connection with a
      proceeding (or part thereof) initiated by that person, only if that proceeding
      (or part thereof) was authorized by the board of directors. The right to
      indemnification conferred in these bylaws shall be a contract right and shall
      include the right to be paid by the corporation the expenses incurred in
      defending any such proceeding in advance of its final disposition; provided,
      however, that, if the DGCL, as amended from time to time, requires, the payment
      of such expenses incurred by a director or officer in his capacity as a director
      or officer (and not in any other capacity in which service was or is rendered
      by
      that person while a director or officer, including, without limitation, service
      to an employee benefit plan) in advance of the final disposition of a proceeding
      shall be made only upon delivery to the corporation of an undertaking, by or
      on
      behalf of such director or officer, to repay all amounts so advanced, if it
      shall ultimately be determined that such director or officer is not entitled
      to
      be indemnified under these bylaws or otherwise. The corporation may, by action
      of the board of directors, provide indemnification to employees and agents
      of
      the corporation with the same scope and effect as the foregoing indemnification
      of directors and officers.





**Section
      2.**  **Right
      of Claimant to Bring Suit** .
      If a
      claim under Section 1 is not paid in full by the corporation within 30 days
      after a written claim has been received by the corporation, the claimant may
      at
      any time thereafter bring suit against the corporation to recover the unpaid
      amount of the claim and, if successful in whole or in part, the claimant also
      shall be entitled to be paid the expense of prosecuting that claim. It shall
      be
      a defense to any such action (other than an action brought to enforce a claim
      for expenses incurred in defending any proceeding in advance of its final
      disposition, where the required undertaking, if any, is required and has been
      tendered to the corporation) that the claimant has failed to meet a standard
      of
      conduct that makes it permissible under DGCL law for the corporation to
      indemnify the claimant for the amount claimed. Neither the failure of the
      corporation (including its board of directors, its independent legal counsel
      or
      its stockholders) to have made a determination prior to the commencement of
      such
      action that indemnification of the claimant is permissible in the circumstances
      because he has met that standard of conduct, nor an actual determination by
      the
      corporation (including its board of directors, its independent counsel or its
      stockholders) that the claimant has not met that standard of conduct, shall
      be a
      defense to the action or create a presumption that the claimant has failed
      to
      meet that standard of conduct.




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**Section
      3.**  **Non-Exclusivity
      of Rights** .
      The
      right to indemnification and the payment of expenses incurred in defending
      a
      proceeding in advance of its final disposition conferred in this Article V
      shall
      not be exclusive of any other right any person may have or hereafter acquire
      under any statute, provision of the certificate of incorporation, bylaws,
      agreement, vote of stockholders or disinterested directors or
      otherwise.





**Section
      4.**  **Insurance** .
      The
      corporation may maintain insurance, at its expense, to protect itself and any
      director, officer, employee or agent of the corporation or another corporation,
      partnership, joint venture, trust or other enterprise against any such expense,
      liability or loss, whether or not the corporation would have the power to
      indemnify such person against that expense, liability or loss under
      DGCL.





**Section
      5.**  **Expenses
      as a Witness** .
      To the
      extent any director, officer, employee or agent of the corporation is by reason
      of such position, or a position with another entity at the request of the
      corporation, a witness in any action, suit or proceeding, he shall be
      indemnified against all costs and expenses actually and reasonably incurred
      by
      him or on his behalf in connection therewith.





**Section
      6.**  **Indemnity
      Agreements** .
      The
      corporation may enter into agreement with any director, officer, employee or
      agent of the corporation providing for indemnification to the fullest extent
      permitted by DGCL.




**ARTICLE
      VI**


**CAPITAL
      STOCK**





**Section
      1.**  **Certificates
      of Stock.** Every
      holder of stock in the corporation shall be entitled to have a certificate
      signed by, or in the name of the corporation by, the chairman or vice-chairman
      of the board of directors, or the president or a vice-president and the
      treasurer or an assistant treasurer, or the secretary or an assistant secretary
      of the corporation, certifying the number of shares owned by him in the
      corporation. Any or all of the signatures on the certificate may be a facsimile.
      In case any officer, transfer agent or registrar who has signed or whose
      facsimile signature has been placed upon a certificate shall have ceased to
      be
      such officer, transfer agent or registrar before such certificate is issued,
      it
      may be issued by the corporation with the same effect as if he were such
      officer, transfer agent or registrar at the date of issue. Certificates may
      be
      issued for partly paid shares and in such case upon the face or back of the
      certificates issued to represent any such partly paid shares, the total amount
      of the consideration to be paid therefore, and the amount paid thereon shall
      be
      specified. Shares of the corporation may be certificated, uncertificated or
      a
      combination thereof, including the form of book entry shares.




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**Section
      2.**  **Lost
      Certificates** **.** The
      treasurer or secretary may direct
      a
      new certificate or certificates to be issued in place of any
      certificate or certificates theretofore issued by the corporation alleged to
      have been lost, stolen or destroyed. When authorizing such issue of a new
      certificate or certificates, the board of directors may, in its discretion
      and
      as a condition precedent to the issuance thereof, require the owner of such
      lost, stolen or destroyed certificate or certificates, or his legal
      representative, to give reasonable evidence of such loss, theft or destruction,
      to advertise the same in such manner as it shall
      require and/or to give the corporation a bond in such sum as it may
      direct as indemnity against any claim that may be made against the corporation
      with respect to the certificate alleged to have been lost, stolen or destroyed
      or the issuance of such new certificate.





**Section
      3.**  **Transfer
      of Stock** **.** Upon
      surrender to the cor-poration or the transfer agent of the corporation of a
      certificate for shares, duly endorsed or accompanied by proper evidence of
      succession, assignment or authority to transfer, and proper evidence of
      compliance with other conditions to rightful transfer, it shall be the duty
      of
      the corporation to issue a new certificate to the person entitled thereto,
      cancel the old certificate and record the transaction upon its books.





**Section
      4.**  **Record
      Date** **.** In order
      that the corporation may determine the stockholders entitled to notice of or
      to
      vote at any meeting of stockholders or any adjournment thereof, or to express
      consent to 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 of directors
      may fix, in advance, a record date, which shall not be more than sixty days
      nor
      less then ten days before the date of such meeting, nor more than sixty days
      prior to any other action to which such record date relates. A determination
      of
      stockholders of record entitled to notice of record 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.
      If no record date is fixed, the record date for determining stockholders
      entitled to notice of or to vote at a meeting of stockholders shall be at the
      close of business on the day before the day on which notice is given, or, if
      notice is waived, at the close of business on the day before the day on which
      the meeting is held. The record date for determining stockholders entitled
      to
      express consent to corporate action in writing without a meeting, when no prior
      action by the board of directors is necessary, shall be the day on which the
      first written consent is expressed. The record date for determining stockholders
      for any other purpose shall be at the close of business on the day on which
      the
      board of directors adopts the resolution relating to such purpose.





**Section
      5.**  **Registered
      Stockholders** **.** The
      corporation shall be entitled to recognize the exclusive right of a person
      registered on its books as the owner of shares to receive dividends, and to
      vote
      as such owner, and to hold liable for calls and assessments a person registered
      on its books as the owner of shares, and shall not be bound to recognize any
      equitable or other claim to or interest in such share or shares on the part
      of
      any other person, whether or not it shall
      have express or other notice thereof, except as otherwise provided by the laws
      of DGCL.




**ARTICLE
      VII**


**CERTAIN
      TRANSACTIONS**





**Section
      1.**  **Transactions
      with Interested Parties** **.** No contract
      or transaction between the corporation and one or more of its directors or
      officers, or between the corporation and any other corporation, partnership,
      association, or other organization in which one or more of its directors or
      officers are directors or officers, or have a financial interest, shall be
      void
      or voidable solely for this reason, or solely because the director or officer
      is
      present at or participates in the meeting of the board or committee thereof
      which authorizes the contract or transaction or solely because his or their
      votes are counted for such purpose, if:




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(a)
      The
      material facts as to his relationship or interest and as to the contract or
      transaction are disclosed or are known to the board of directors or the
      committee, and the board or committee in good faith authorizes the contract
      or
      transaction by the affirmative votes of a majority of the disinterested
      directors, even though the disinterested directors may be less than a quorum;
      or





(b)
      The
      material facts as to his relationship or interest and as to the contract or
      transaction are disclosed or are known to the stockholders entitled to vote
      thereon, and the contract or transaction is specifically approved in good faith
      by vote of the stockholders; or





(c)
      The
      contract or transaction is fair as to the corporation as of the time it is
      authorized, approved or ratified, by the board of directors, a committee
      thereof, or the stockholders.





**Section
      2.**  **Quorum.** Common
      or interested directors may be counted in determining the presence of a quorum
      at a meeting of the board of directors or of a committee which authorizes the
      contract or transaction.





**ARTICLE
      VIII**


**GENERAL
      PROVISIONS**





**Section
      1.**  **Dividends** **.** Dividends upon the capital stock of the corporation, if any, may be declared
      by
      the board of directors at any regular or special meeting or by written consent,
      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.**  **Reserves** **.** The
      directors may set apart out of any
      funds
      of the corporation available for dividends a reserve or reserves for any proper
      purpose and may abolish any such reserve.





**Section
      3.**  **Checks** **.** 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.





**Section
      4.**  **Fiscal
      Year** **.** The
      fiscal year of the corporation shall be fixed by resolution
      of the board of directors.





**Section
      5.**  **Seal** **.** The
      board of directors may, by resolution, adopt a corporate seal. The corporate
      seal shall have inscribed thereon the name of the corporation, the year of
      its
      organization and the word “Delaware.” The seal may be used by causing it or a facsimile
      thereof to be impressed or affixed or reproduced or otherwise. The seal may
      be
      altered from time to time by the board of directors.





**ARTICLE
      IX**


**AMENDMENTS**





These
      bylaws may be altered, amended or repealed or new bylaws may be adopted by
      the
      stockholders or by the board of directors, when such power is conferred upon
      the
      board of directors by the certificate of incorporation, at any regular meeting
      of the stockholders or of the board of directors or at any special meeting
      of
      the stockholders or of the board of directors. In the case of a regular or
      special meeting of stockholders, notice of such alteration, amendment, repeal
      or
      adoption of new bylaws must be contained in the notice of such meeting.




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