**BYLAWS**
 **OF**
 **SBE,
        INC.**
  ARTICLE
        I
 OFFICES
  1.  REGISTERED
        OFFICE. The registered office of the corporation in the State of Delaware
        will
        be in the City of Wilmington, County of New Castle.
  2.  OTHER
        OFFICES. The corporation will also have and maintain an office or principal
        place of business at such place as may be fixed by the Board of Directors,
        and
        may also have offices at such other places, both within and without the State
        of
        Delaware as the Board of Directors may from time to time determine or the
        business of the corporation may require.
  ARTICLE
        II
 CORPORATE
        SEAL
  3.  CORPORATE
        SEAL. The corporate seal will consist of a die bearing the name of the
        corporation and the inscription, “Corporate Seal-Delaware.” Said seal may be
        used by causing it or a facsimile thereof to be impressed or affixed or
        reproduced or otherwise.
  ARTICLE
        III
 STOCKHOLDERS’
        MEETINGS
  4.  PLACE
        OF
        MEETINGS. Meetings of the stockholders of the corporation will be held at
        such
        place, either within or without the State of Delaware, as may be designated
        from
        time to time by the Board of Directors, or, if not so designated, then at
        the
        office of the corporation required to be maintained pursuant to Section 2
        hereof.
  5.  ANNUAL
        MEETING.
  (a)  The
        annual meeting of the stockholders of the corporation, for the purpose of
        election of directors and for such other business as may lawfully come before
        it, will be held on such date and at such time as may be designated from
        time to
        time by the Board of Directors.
  (b)  At
        an
        annual meeting of the stockholders, 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: (1) specified in the notice of meeting
        (or any
        supplement thereto) given by or at the direction of the Board of Directors,
        (2)
        otherwise properly brought before the meeting by or at the direction of the
        Board of Directors, or (3) otherwise properly brought before the meeting
        by a
        stockholder. For business to be properly brought before an annual meeting
        by a
        stockholder, the stockholder must have given timely notice thereof in writing
        to
        the Secretary of the corporation. To be timely, a stockholder’s notice must be
        delivered to or mailed and received at the principal executive offices of
        the
        corporation not later than the close of business on the sixtieth (60th) day
        nor
        earlier than the close of business on the ninetieth (90th) day prior to the
        first anniversary of the preceding year’s annual meeting; PROVIDED, HOWEVER,
        that in the event that no annual meeting was held in the previous year or
        the
        date of the annual meeting has been changed by more than thirty (30) days
        from
        the date contemplated at the time of the previous year’s proxy statement, notice
        by the stockholder to be timely must be so received not earlier than the
        close
        of business on the ninetieth (90th) day prior to such annual meeting and
        not
        later than the close of business on the later of the sixtieth (60th) day
        prior
        to such annual meeting or, in the event public announcement of the date of
        such
        annual meeting is first made by the corporation fewer than seventy (70) days
        prior to the date of such annual meeting, the close of business on the tenth
        (10th) day following the day on which public announcement of the date of
        such
        meeting is first made by the corporation.
  
  A
        stockholder’s notice to the Secretary will set forth as to each matter the
        stockholder proposes to bring before the annual meeting: (1) a brief description
        of the business desired to be brought before the annual meeting and the reasons
        for conducting such business at the annual meeting, (2) the name and address,
        as
        they appear on the corporation’s books, of the stockholder proposing such
        business, (3) the class and number of shares of the corporation which are
        beneficially owned by the stockholder, (4) any material interest of the
        stockholder in such business and (5) any other information that is required
        to
        be provided by the stockholder pursuant to Regulation 14A under the Securities
        Exchange Act of 1934, as amended (the “1934 Act”), in his capacity as a
        proponent to a stockholder proposal. Notwithstanding the foregoing, in order
        to
        include information with respect to a stockholder proposal in the proxy
        statement and form of proxy for a stockholder’s meeting, stockholders must
        provide notice as required by the regulations promulgated under the 1934
        Act.
        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 paragraph (b). The chairman 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 paragraph (b), and, if he should so determine, he will so declare at
        the
        meeting that any such business not properly brought before the meeting will
        not
        be transacted.
  (c)  Only
        persons who are nominated in accordance with the procedures set forth in
        this
        paragraph (c) 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 stockholders by or at the direction of the Board of Directors
        or by
        any stockholder of the corporation entitled to vote in the election of directors
        at the meeting who complies with the notice procedures set forth in this
        paragraph (c). Such nominations, other than those made by or at the direction
        of
        the Board of Directors, will be made pursuant to timely notice in writing
        to the
        Secretary of the corporation in accordance with the provisions of paragraph
        (b)
        of this Section 5. Such stockholder’s notice will set forth (1) as to each
        person, if any, whom the stockholder 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 stockholder 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 stockholder, and (E) any other information relating to such
        person that is required to be disclosed in solicitations of proxies for election
        of directors, or is otherwise required, in each case pursuant to Regulation
        14A
        under the 1934 Act (including without limitation such person’s written consent
        to being named in the proxy statement, if any, as a nominee and to serving
        as a
        director if elected); and (2) as to such stockholder giving notice, the
        information required to be provided pursuant to paragraph (b) of this Section
        5.
        At the request of the Board of Directors, any person nominated by a stockholder
        for election as a director will furnish to the Secretary of the corporation
        that
        information required to be set forth in the stockholder’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 paragraph (c). The chairman 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 he should
        so
        determine, he will so declare at the meeting, and the defective nomination
        will
        be disregarded.
  
  (d)  For
        purposes of this Section 5, “public announcement” will mean disclosure in a
        press release reported by the Dow Jones News Service, Associated Press or
        comparable national news service or in a document publicly filed by the
        corporation with the Securities and Exchange Commission pursuant to Section
        13,
        14 or 15(d) of the Exchange Act.
  6.  SPECIAL
        MEETINGS.
  (a)  Special
        meetings of the stockholders of the corporation may be called, for any purpose
        or purposes, by (1) the Chairman of the Board of Directors, (2) the Chief
        Executive Officer, (3) the Board of Directors pursuant to a resolution adopted
        by a majority of the total number of authorized directors (whether or not
        there
        exist any vacancies in previously authorized directorships at the time any
        such
        resolution is presented to the Board of Directors for adoption) or (4) by
        the
        holders of shares entitled to cast not less than a majority of the votes
        at the
        meeting, and will be held at such place, on such date, and at such time as
        the
        Board of Directors, will fix.
  (b)  If
        a
        special meeting is called by any person or persons other than the Board of
        Directors, the request will be in writing, specifying the general nature
        of the
        business proposed to be transacted, and will be delivered personally or sent
        by
        registered mail or by telegraphic or other facsimile transmission to the
        Chairman of the Board of Directors, the Chief Executive Officer, or the
        Secretary of the corporation. No business may be transacted at such special
        meeting otherwise than specified in such notice. The Board of Directors will
        determine the time and place of such special meeting, which will be held
        not
        less than thirty-five (35) nor more than one hundred twenty (120) days after
        the
        date of the receipt of the request. Upon determination of the time and place
        of
        the meeting, the officer receiving the request will cause notice to be given
        to
        the stockholders entitled to vote, in accordance with the provisions of Section
        7 of these Bylaws. If the notice is not given within sixty (60) days after
        the
        receipt of the request, the person or persons requesting the meeting may
        set the
        time and place of the meeting and give the notice. Nothing contained in this
        paragraph (b) will be construed as limiting, fixing, or affecting the time
        when
        a meeting of stockholders called by action of the Board of Directors may
        be
        held.
  7.  NOTICE
        OF
        MEETINGS. Except as otherwise provided by law or the Certificate of
        Incorporation, written notice of each meeting of stockholders will be given
        not
        less than ten (10) nor more than sixty (60) days before the date of the meeting
        to each stockholder entitled to vote at such meeting, such notice to specify
        the
        place, date and hour and purpose or purposes of the meeting. Notice of the
        time,
        place and purpose of any meeting of stockholders may be waived in writing,
        signed by the person entitled to notice thereof, either before or after such
        meeting, and will be waived by any stockholder by his attendance thereat
        in
        person or by proxy, except when the stockholder attends a meeting for the
        express purpose of objecting, at the beginning of the meeting, to the
        transaction of any business because the meeting is not lawfully called or
        convened. Any stockholder so waiving notice of such meeting will be bound
        by the
        proceedings of any such meeting in all respects as if due notice thereof
        had
        been given.
  8.  QUORUM.
        At all meetings of stockholders, except where otherwise provided by statute
        or
        by the Certificate of Incorporation, or by these Bylaws, the presence, in
        person
        or by proxy duly authorized, of the holders of a majority of the outstanding
        shares of stock entitled to vote will constitute a quorum for the transaction
        of
        business. In the absence of a quorum, any meeting of stockholders may be
        adjourned, from time to time, either by the chairman of the meeting or by
        vote
        of the holders of a majority of the shares represented thereat, but no other
        business will be transacted at such meeting. The stockholders present at
        a duly
        called or convened meeting, at which a quorum is present, may continue to
        transact business until adjournment, notwithstanding the withdrawal of enough
        stockholders to leave less than a quorum. Except as otherwise provided by
        law,
        the Certificate of Incorporation or these Bylaws, all action taken by the
        holders of a majority of the vote cast, excluding abstentions, at any meeting
        at
        which a quorum is present will be valid and binding upon the corporation;
        PROVIDED, HOWEVER, that directors will be elected by a plurality of the votes
        of
        the shares present in person or represented by proxy at the meeting and entitled
        to vote on the election of directors. Where a separate vote by a class or
        classes or series is required, except where otherwise provided by the statute
        or
        by the Certificate of Incorporation or these Bylaws, a majority of the
        outstanding shares of such class or classes or series, present in person
        or
        represented by proxy, will constitute a quorum entitled to take action with
        respect to that vote on that matter and, except where otherwise provided
        by the
        statute or by the Certificate of Incorporation or these Bylaws, the affirmative
        vote of the majority (plurality, in the case of the election of directors)
        of
        the votes cast, including abstentions, by the holders of shares of such class
        or
        classes or series will be the act of such class or classes or
        series.
  
  9.  ADJOURNMENT
        AND NOTICE OF ADJOURNED MEETINGS. Any meeting of stockholders, whether annual
        or
        special, may be adjourned from time to time either by the chairman of the
        meeting or by the vote of a majority of the shares casting votes, excluding
        abstentions. When a meeting is adjourned to another time or place, notice
        need
        not be given of the adjourned meeting if the time and place thereof are
        announced at the meeting at which the adjournment is taken. At the adjourned
        meeting, the corporation may transact any business which might have been
        transacted at the original meeting. If the adjournment is for more than thirty
        (30) days or if after the adjournment a new record date is fixed for the
        adjourned meeting, a notice of the adjourned meeting will be given to each
        stockholder of record entitled to vote at the meeting.
  10.  VOTING
        RIGHTS. For the purpose of determining those stockholders entitled to vote
        at
        any meeting of the stockholders, except as otherwise provided by law, only
        persons in whose names shares stand on the stock records of the corporation
        on
        the record date, as provided in Section 12 of these Bylaws, will be entitled
        to
        vote at any meeting of stockholders. Every person entitled to vote will have
        the
        right to do so either in person or by an agent or agents authorized by a
        proxy
        granted in accordance with Delaware law. An agent so appointed need not be
        a
        stockholder. No proxy will be voted after three (3) years from its date of
        creation unless the proxy provides for a longer period.
  11.  JOINT
        OWNERS OF STOCK. If shares or other securities having voting power stand
        of
        record in the names of two (2) or more persons, whether fiduciaries, members
        of
        a partnership, joint tenants, tenants in common, tenants by the entirety,
        or
        otherwise, or if two (2) or more persons have the same fiduciary relationship
        respecting the same shares, unless the Secretary is given written notice
        to the
        contrary and is furnished with a copy of the instrument or order appointing
        them
        or creating the relationship wherein it is so provided, their acts with respect
        to voting will have the following effect: (a) if only one (1) votes, his
        act
        binds all; (b) if more than one (1) votes, the act of the majority so voting
        binds all; (c) if more than one (1) votes, but the vote is evenly split on
        any
        particular matter, each faction may vote the securities in question
        proportionally, or may apply to the Delaware Court of Chancery for relief
        as
        provided in the General Corporation Law of Delaware, Section 217(b). If the
        instrument filed with the Secretary shows that any such tenancy is held in
        unequal interests, a majority or even-split for the purpose of subsection
        (c)
        will be a majority or even-split in interest.
  12.  LIST
        OF
        STOCKHOLDERS. The Secretary will prepare and make, at least ten (10) days
        before
        every meeting of stockholders, a complete list of the stockholders entitled
        to
        vote at said meeting, arranged in alphabetical order, showing the address
        of
        each stockholder and the number of shares registered in the name of each
        stockholder. Such list will be open to the examination of any stockholder,
        for
        any purpose germane to the meeting, during ordinary business hours, for a
        period
        of at least ten (10) days prior to the meeting, either at a place within
        the
        city where the meeting is to be held, which place will be specified in the
        notice of the meeting, or, if not specified, at the place where the meeting
        is
        to be held. The list will be produced and kept at the time and place of meeting
        during the whole time thereof and may be inspected by any stockholder who
        is
        present.
  
  13.  ACTION
        WITHOUT MEETING. No action will be taken by the stockholders except at an
        annual
        or special meeting of stockholders called in accordance with these Bylaws,
        and
        no action will be taken by the stockholders by written consent.
  14.  ORGANIZATION.
  (a)  At
        every
        meeting of stockholders, the Chairman of the Board of Directors, or, if a
        Chairman has not been appointed or is absent, the President, or, if the
        President is absent, a chairman of the meeting chosen by a majority in interest
        of the stockholders entitled to vote, present in person or by proxy, will
        act as
        chairman. The Secretary, or, in his absence, an Assistant Secretary directed
        to
        do so by the President, will act as secretary of the meeting.
  (b)  The
        Board
        of Directors of the corporation will be entitled to make such rules or
        regulations for the conduct of meetings of stockholders as it will deem
        necessary, appropriate or convenient. Subject to such rules and regulations
        of
        the Board of Directors, if any, the chairman of the meeting will have the
        right
        and authority to prescribe such rules, regulations and procedures and to
        do all
        such acts as, in the judgment of such chairman, are necessary, appropriate
        or
        convenient for the proper conduct of the meeting, including, without limitation,
        establishing an agenda or order of business for the meeting, rules and
        procedures for maintaining order at the meeting and the safety of those present,
        limitations on participation in such meeting to stockholders of record of
        the
        corporation and their duly authorized and constituted proxies and such other
        persons as the chairman will permit, restrictions on entry to the meeting
        after
        the time fixed for the commencement thereof, limitations on the time allotted
        to
        questions or comments by participants and regulation of the opening and closing
        of the polls for balloting on matters which are to be voted on by ballot.
        Unless
        and to the extent determined by the Board of Directors or the chairman of
        the
        meeting, meetings of stockholders will not be required to be held in accordance
        with rules of parliamentary procedure.
  ARTICLE
        IV
 DIRECTORS
  15.  NUMBER
        AND TERM OF OFFICE. The authorized number of directors of the corporation
        will
        be fixed in accordance with the Certificate of Incorporation. Directors need
        not
        be stockholders unless so required by the Certificate of Incorporation. If
        for
        any cause, the directors will not have been elected at an annual meeting,
        they
        may be elected as soon thereafter as convenient at a special meeting of the
        stockholders called for that purpose in the manner provided in these
        Bylaws.
  16.  POWERS.
        The powers of the corporation will be exercised, its business conducted and
        its
        property controlled by the Board of Directors, except as may be otherwise
        provided by statute or by the Certificate of Incorporation.
  17.  CLASSES
        OF DIRECTORS. Subject to the rights of the holders of any series of Preferred
        Stock to elect additional directors under specified circumstances, the directors
        will be divided into three classes designated as Class I, Class II and Class
        III, respectively. Directors will be assigned to each class in accordance
        with a
        resolution or resolutions adopted by the Board of Directors. At the first
        annual
        meeting of stockholders following the adoption and filing of this Certificate
        of
        Incorporation, the term of office of the Class I directors will expire and
        Class
        I directors will be elected for a full term of three years. At the second
        annual
        meeting of stockholders following the adoption and filing of this Certificate
        of
        Incorporation, the term of office of the Class II directors will expire and
        Class II directors will be elected for a full term of three years. At the
        third
        annual meeting of stockholders following the adoption and filing of this
        Certificate of Incorporation, the term of office of the Class III directors
        will
        expire and Class III directors will be elected for a full term of three years.
        At each succeeding annual meeting of stockholders, directors will be elected
        for
        a full term of three years to succeed the directors of the class whose terms
        expire at such annual meeting. Notwithstanding the foregoing provisions of
        this
        Article, each director will serve until his or her successor is duly elected
        and
        qualified or until his or her death, resignation or removal. No decrease
        in the
        number of directors constituting the Board of Directors will shorten the
        term of
        any incumbent director.
  
  18.  VACANCIES.
        Unless otherwise provided in the Certificate of Incorporation, any vacancies
        on
        the Board of Directors resulting from death, resignation, disqualification,
        removal or other causes and any newly created directorships resulting from
        any
        increase in the number of directors, will unless the Board of Directors
        determines by resolution that any such vacancies or newly created directorships
        will be filled by stockholders, be filled only by the affirmative vote of
        a
        majority of the directors then in office, even though less than a quorum
        of the
        Board of Directors. Any director elected in accordance with the preceding
        sentence will hold office for the remainder of the full term of the director
        for
        which the vacancy was created or occurred and until such director’s successor
        will have been elected and qualified. A vacancy in the Board of Directors
        will
        be deemed to exist under this Bylaw in the case of the death, removal or
        resignation of any director.
  19.  RESIGNATION.
        Any director may resign at any time by delivering his written resignation
        to the
        Secretary, such resignation to specify whether it will be effective at a
        particular time, upon receipt by the Secretary or at the pleasure of the
        Board
        of Directors. If no such specification is made, it will be deemed effective
        at
        the pleasure of the Board of Directors. When one or more directors will resign
        from the Board of Directors, effective at a future date, a majority of the
        directors then in office, including those who have so resigned, will have
        power
        to fill such vacancy or vacancies, the vote thereon to take effect when such
        resignation or resignations will become effective, and each Director so chosen
        will hold office for the unexpired portion of the term of the Director whose
        place will be vacated and until his successor will have been duly elected
        and
        qualified.
  20.  REMOVAL.
        Subject to the rights of the holders of any series of Preferred Stock, no
        director will be removed without cause. Subject to any limitations imposed
        by
        law, the Board of Directors or any individual director may be removed from
        office at any time with cause by the affirmative vote of the holders of a
        majority of the voting power of all the then-outstanding shares of voting
        stock
        of the corporation, entitled to vote at an election of directors (the “Voting
        Stock”).
  21.  MEETINGS.
  (a)  ANNUAL
        MEETINGS. The annual meeting of the Board of Directors will be held immediately
        before or after the annual meeting of stockholders and at the place where
        such
        meeting is held. No notice of an annual meeting of the Board of Directors
        will
        be necessary and such meeting will be held for the purpose of electing officers
        and transacting such other business as may lawfully come before it.
  (b)  REGULAR
        MEETINGS. Except as hereinafter otherwise provided, regular meetings of the
        Board of Directors will be held in the office of the corporation required
        to be
        maintained pursuant to Section 2 hereof. Unless otherwise restricted by the
        Certificate of Incorporation, regular meetings of the Board of Directors
        may
        also be held at any place within or without the State of Delaware which has
        been
        designated by resolution of the Board of Directors or the written consent
        of all
        directors.
  
  (c)  SPECIAL
        MEETINGS. Unless otherwise restricted by the Certificate of Incorporation,
        special meetings of the Board of Directors may be held at any time and place
        within or without the State of Delaware whenever called by the Chairman of
        the
        Board, the President or any two of the directors.
  (d)  TELEPHONE
        MEETINGS. Any member of the Board of Directors, or of any committee thereof,
        may
        participate in a meeting by means of conference telephone or similar
        communications equipment by means of which all persons participating in the
        meeting can hear each other, and participation in a meeting by such means
        will
        constitute presence in person at such meeting.
  (e)  NOTICE
        OF
        MEETINGS. Notice of the time and place of all special meetings of the Board
        of
        Directors will be orally or in writing, by telephone, including a voice
        messaging system or other system or technology designed to record and
        communicate messages, facsimile, telegraph or telex, or by electronic mail
        or
        other electronic means, during normal business hours, at least twenty-four
        (24)
        hours before the date and time of the meeting, or sent in writing to each
        director by first class mail, charges prepaid, at least three (3) days before
        the date of the meeting. Notice of any meeting may be waived in writing at
        any
        time before or after the meeting and will be waived by any director by
        attendance thereat, except when the director attends the meeting for the
        express
        purpose of objecting, at the beginning of the meeting, to the transaction
        of any
        business because the meeting is not lawfully called or convened.
  (f)  WAIVER
        OF
        NOTICE. The transaction of all business at any meeting of the Board of
        Directors, or any committee thereof, however called or noticed, or wherever
        held, will be as valid as though had at a meeting duly held after regular
        call
        and notice, if a quorum be present and if, either before or after the meeting,
        each of the directors not present will sign a written waiver of notice. All
        such
        waivers will be filed with the corporate records or made a part of the minutes
        of the meeting.
  22.  QUORUM
        AND VOTING.
  (a)  Unless
        the Certificate of Incorporation requires a greater number and except with
        respect to indemnification questions arising under Section 43 hereof, for
        which
        a quorum will be one-third of the exact number of directors fixed from time
        to
        time in accordance with the Certificate of Incorporation, a quorum of the
        Board
        of Directors will consist of a majority of the exact number of directors
        fixed
        from time to time by the Board of Directors in accordance with the Certificate
        of Incorporation; PROVIDED, HOWEVER, at any meeting whether a quorum be present
        or otherwise, a majority of the directors present may adjourn from time to
        time
        until the time fixed for the next regular meeting of the Board of Directors,
        without notice other than by announcement at the meeting.
  (b)  At
        each
        meeting of the Board of Directors at which a quorum is present, all questions
        and business will be determined by the affirmative vote of a majority of
        the
        directors present, unless a different vote be required by law, the Certificate
        of Incorporation or these Bylaws.
  23.  ACTION
        WITHOUT MEETING. 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 of Directors or committee, as the case
        may
        be, consent thereto in writing, and such writing or writings are filed with
        the
        minutes of proceedings of the Board of Directors or committee.
  
  24.  FEES
        AND
        COMPENSATION. Directors will be entitled to such compensation for their services
        as may be approved by the Board of Directors, including, if so approved,
        by
        resolution of the Board of Directors, a fixed sum and expenses of attendance,
        if
        any, for attendance at each regular or special meeting of the Board of Directors
        and at any meeting of a committee of the Board of Directors. Nothing herein
        contained will be construed to preclude any director from serving the
        corporation in any other capacity as an officer, agent, employee, or otherwise
        and receiving compensation therefor.
  25.  COMMITTEES.
  (a)  EXECUTIVE
        COMMITTEE. The Board of Directors may by resolution passed by a majority
        of the
        whole Board of Directors appoint an Executive Committee to consist of one
        (1) or
        more members of the Board of Directors. The Executive Committee, to the extent
        permitted by law and provided in the resolution of the Board of Directors
        will
        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, including
        without
        limitation the power or authority to declare a dividend, to authorize the
        issuance of stock and to adopt a certificate of ownership and merger, and
        may
        authorize the seal of the corporation to be affixed to all papers which may
        require it; but no such committee will have the power or authority in reference
        to amending 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 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, or 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 or fix the number of shares of any
        series
        of stock or authorize the increase or decrease of the shares of any series),
        adopting an agreement of merger or consolidation, recommending to the
        stockholders the sale, lease or exchange of all or substantially all of the
        corporation’s property and assets, recommending to the stockholders a
        dissolution of the corporation or a revocation of a dissolution, or amending
        the
        bylaws of the corporation.
  (b)  OTHER
        COMMITTEES. The Board of Directors may, by resolution passed by a majority
        of
        the whole Board of Directors, from time to time appoint such other committees
        as
        may be permitted by law. Such other committees appointed by the Board of
        Directors will consist of one (1) or more members of the Board of Directors
        and
        will have such powers and perform such duties as may be prescribed by the
        resolution or resolutions creating such committees, but in no event will
        such
        committee have the powers denied to the Executive Committee in these
        Bylaws.
  (c)  TERM.
        Each member of a committee of the Board of Directors will serve a term on
        the
        committee coexistent with such member’s term on the Board of Directors. The
        Board of Directors, subject to the provisions of subsections (a) or (b) of
        this
        Bylaw may at any time increase or decrease the number of members of a committee
        or terminate the existence of a committee. The membership of a committee
        member
        will terminate on the date of his death or voluntary resignation from the
        committee or from the Board of Directors. The Board of Directors may at any
        time
        for any reason remove any individual committee member and the Board of Directors
        may fill any committee vacancy created by death, resignation, removal or
        increase in the number of members of the committee. 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,
        and,
        in addition, in the absence or disqualification of any member of a committee,
        the member or members thereof present at any meeting and not disqualified
        from
        voting, whether or not he or they constitute a quorum, may unanimously appoint
        another member of the Board of Directors to act at the meeting in the place
        of
        any such absent or disqualified member.
  
  (d)  MEETINGS.
        Unless the Board of Directors will otherwise provide, regular meetings of
        the
        Executive Committee or any other committee appointed pursuant to this Section
        25
        will be held at such times and places as are determined by the Board of
        Directors, or by any such committee, and when notice thereof has been given
        to
        each member of such committee, no further notice of such regular meetings
        need
        be given thereafter. Special meetings of any such committee may be held at
        any
        place which has been determined from time to time by such committee, and
        may be
        called by any director who is a member of such committee, upon written notice
        to
        the members of such committee of the time and place of such special meeting
        given in the manner provided for the giving of written notice to members
        of the
        Board of Directors of the time and place of special meetings of the Board
        of
        Directors. Notice of any special meeting of any committee may be waived in
        writing at any time before or after the meeting and will be waived by any
        director by attendance thereat, except when the director attends such special
        meeting for the express purpose of objecting, at the beginning of the meeting,
        to the transaction of any business because the meeting is not lawfully called
        or
        convened. A majority of the authorized number of members of any such committee
        will constitute a quorum for the transaction of business, and the act of
        a
        majority of those present at any meeting at which a quorum is present will
        be
        the act of such committee.
  26.  ORGANIZATION.
        At every meeting of the directors, the Chairman of the Board of Directors,
        or,
        if a Chairman has not been appointed or is absent, the President, or if the
        President is absent, the most senior Vice President, or, in the absence of
        any
        such officer, a chairman of the meeting chosen by a majority of the directors
        present, will preside over the meeting. The Secretary, or in his absence,
        an
        assistant secretary directed to do so by the President, will act as secretary
        of
        the meeting.
  ARTICLE
        V
 OFFICERS
  27.  OFFICERS
        DESIGNATED. The officers of the corporation will include, if and when designated
        by the Board of Directors, the Chairman of the Board of Directors, the
        President, one or more Vice Presidents, the Secretary, the Chief Financial
        Officer, all of whom will be elected at the annual organizational meeting
        of the
        Board of Directors. The Board of Directors may also appoint other officers
        and
        agents with such powers and duties as it will deem necessary. The Board of
        Directors may assign such additional titles to one or more of the officers
        as it
        will deem appropriate. The Board of Directors may empower the chief executive
        officer of the corporation to appoint such officers, other than the Chairman
        of
        the Board, President, Secretary or Chief Financial Officer, as the business
        of
        the corporation may require. Any one person may hold any number of offices
        of
        the corporation at any one time unless specifically prohibited therefrom
        by law.
        The salaries and other compensation of the officers of the corporation will
        be
        fixed by or in the manner designated by the Board of Directors.
  28.  TENURE
        AND DUTIES OF OFFICERS.
  (a)  GENERAL.
        All officers will hold office at the pleasure of the Board of Directors and
        until their successors will have been duly elected and qualified, unless
        sooner
        removed. Any officer elected or appointed by the Board of Directors may be
        removed at any time by the Board of Directors. If the office of any officer
        becomes vacant for any reason, the vacancy may be filled by the Board of
        Directors.
  (b)  DUTIES
        OF
        CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board of Directors,
        when
        present, will preside at all meetings of the stockholders and the Board of
        Directors. The Chairman of the Board of Directors will perform other duties
        commonly incident to his office and will also perform such other duties and
        have
        such other powers as the Board of Directors will designate from time to time.
        If
        there is no President, then the Chairman of the Board of Directors will also
        serve as the general manager and chief executive officer of the corporation
        and
        will have the powers and duties prescribed in paragraph (c) of this Section
        28.
  
  (c)  DUTIES
        OF
        PRESIDENT. The President will preside at all meetings of the stockholders
        and at
        all meetings of the Board of Directors, unless the Chairman of the Board
        of
        Directors has been appointed and is present. The President will be general
        manager and chief executive officer of the corporation and will, subject
        to the
        control of the Board of Directors, have general supervision, direction and
        control of the business and officers of the corporation. The President will
        have
        discretion to prescribe the duties of other officers and employees of the
        corporation in a manner not inconsistent with the provisions of these bylaws
        and
        the directions of the Board of Directors. The President will perform other
        duties commonly incident to his office and will also perform such other duties
        and have such other powers as the Board of Directors will designate from
        time to
        time.
  (d)  DUTIES
        OF
        VICE PRESIDENTS. The Vice Presidents, in order of their rank as fixed by
        the
        Board of Directors, or if not ranked, the Vice President designated by the
        Board
        of Directors, may assume and perform the duties of the President in the absence
        or disability of the President or whenever the office of President is vacant.
        The Vice Presidents will perform other duties commonly incident to their
        office
        and will also perform such other duties and have such other powers as the
        Board
        of Directors or the President will designate from time to time.
  (e)  DUTIES
        OF
        SECRETARY. The Secretary will attend all meetings of the stockholders and
        of the
        Board of Directors and will record all acts and proceedings thereof in the
        minute book of the corporation. The Secretary will give notice in conformity
        with these Bylaws of all meetings of the stockholders and of all meetings
        of the
        Board of Directors and any committee thereof requiring notice. The Secretary
        will perform all other duties given him in these Bylaws and other duties
        commonly incident to his office and will also perform such other duties and
        have
        such other powers as the Board of Directors will designate from time to time.
        If
        any assistant secretaries are appointed, the President may direct the assistant
        secretary or one of the assistant secretaries in the order of their rank
        as
        fixed by the Board of Directors or, if they are not so ranked, the assistant
        secretary designated by the Board of Directors, to assume and perform the
        duties
        of the Secretary in the absence or disability of the Secretary, and each
        Assistant Secretary will perform other duties commonly incident to his office
        and will also perform such other duties and have such other powers as the
        Board
        of Directors or the President will designate from time to time.
  (f)  DUTIES
        OF
        CHIEF FINANCIAL OFFICER. The Chief Financial Officer will be responsible
        for all
        functions and duties of the treasurer of the corporation. The Chief Financial
        Officer will keep or cause to be kept the books of account of the corporation
        in
        a thorough and proper manner and will render statements of the financial
        affairs
        of the corporation in such form and as often as required by the Board of
        Directors or the President. The Chief Financial Officer, subject to the order
        of
        the Board of Directors, will have the custody of all funds and securities
        of the
        corporation. The Chief Financial Officer will perform other duties commonly
        incident to his office and will also perform such other duties and have such
        other powers as the Board of Directors or the President will designate from
        time
        to time. If any assistant financial officers are appointed, the President
        may
        direct the assistant financial officer, or one of the assistant financial
        officers, if there are more than one, in the order of their rank as fixed
        by the
        Board of Directors or if they are not so ranked, the assistant financial
        officer
        designated by the Board of Directors, to assume and perform the duties of
        the
        Chief Financial Officer in the absence or disability of the Chief Financial
        Officer, and each assistant financial officer will perform other duties commonly
        incident to his office and will also perform such other duties and have such
        other powers as the Board of Directors or the President will designate from
        time
        to time.
  
  29.  DELEGATION
        OF AUTHORITY. The Board of Directors may from time to time delegate the powers
        or duties of any officer to any other officer or agent, notwithstanding any
        provision hereof.
  30.  RESIGNATIONS.
        Any officer may resign at any time by giving written notice to the Board
        of
        Directors or to the President or to the Secretary. Any such resignation will
        be
        effective when received by the person or persons to whom such notice is given,
        unless a later time is specified therein, in which event the resignation
        will
        become effective at such later time. Unless otherwise specified in such notice,
        the acceptance of any such resignation will not be necessary to make it
        effective. Any resignation will be without prejudice to the rights, if any,
        of
        the corporation under any contract with the resigning officer.
  31.  REMOVAL.
        Any officer may be removed from office at any time with cause by the affirmative
        vote of a majority of the directors in office at the time, or by the unanimous
        written consent of the directors in office at the time, or by any committee
        or
        superior officers upon whom such power of removal may have been conferred
        by the
        Board of Directors.
  ARTICLE
        VI
 EXECUTION
        OF CORPORATE INSTRUMENTS
 AND
        VOTING OF SECURITIES OWNED BY THE CORPORATION
  32.  EXECUTION
        OF CORPORATE INSTRUMENTS. The Board of Directors may, in its discretion,
        determine the method and designate the signatory officer or officers, or
        other
        person or persons, to execute on behalf of the corporation any corporate
        instrument or document, or to sign on behalf of the corporation the corporate
        name without limitation, or to enter into contracts on behalf of the
        corporation, except where otherwise provided by law or these Bylaws, and
        such
        execution or signature will be binding upon the corporation.
  Unless
        otherwise specifically determined by the Board of Directors or otherwise
        required by law, promissory notes, deeds of trust, mortgages and other evidences
        of indebtedness of the corporation, and other corporate instruments or documents
        requiring the corporate seal, and certificates of shares of stock owned by
        the
        corporation, will be executed, signed or endorsed by the Chairman of the
        Board
        of Directors, or the President or any Vice President, and by the Secretary
        or
        Chief Financial Officer. All other instruments and documents requiring the
        corporate signature, but not requiring the corporate seal, may be executed
        as
        aforesaid or in such other manner as may be directed by the Board of
        Directors.
  All
        checks and drafts drawn on banks or other depositaries on funds to the credit
        of
        the corporation or in special accounts of the corporation will be signed
        by such
        person or persons as the Board of Directors will authorize so to
        do.
  Unless
        authorized or ratified by the Board of Directors or within the agency power
        of
        an officer, no officer, agent or employee will have any power or authority
        to
        bind the corporation by any contract or engagement or to pledge its credit
        or to
        render it liable for any purpose or for any amount.
  33.  VOTING
        OF
        SECURITIES OWNED BY THE CORPORATION. All stock and other securities of other
        corporations owned or held by the corporation for itself, or for other parties
        in any capacity, will be voted, and all proxies with respect thereto will
        be
        executed, by the person authorized so to do by resolution of the Board of
        Directors, or, in the absence of such authorization, by the Chairman of the
        Board of Directors, the President, or any Vice President.
  
  ARTICLE
        VII
 SHARES
        OF
        STOCK
  34.  FORM
        AND
        EXECUTION OF CERTIFICATES. The shares of the corporation shall be represented
        by
        certificates unless the Board of Directors shall, by resolution, provide
        that
        some or all of any class or series of stock shall be uncertificated shares.
        Any
        such resolution shall not apply to shares represented by certificate until
        the
        certificate is surrendered to the corporation. Certificates for the shares
        of
        stock of the corporation will be in such form as is consistent with the
        Certificate of Incorporation and applicable law. Every holder of stock in
        the
        corporation will be entitled to have a certificate signed by or in the name
        of
        the corporation by the Chairman of the Board of Directors, or the President
        or
        any Vice President and by the Chief Financial Officer or assistant financial
        officer or the Secretary or assistant secretary, certifying the number of
        shares
        owned by him in the corporation. Any or all of the signatures on the certificate
        may be facsimiles. In case any officer, transfer agent, or registrar who
        has
        signed or whose facsimile signature has been placed upon a certificate will
        have
        ceased to be such officer, transfer agent, or registrar before such certificate
        is issued, it may be issued with the same effect as if he were such officer,
        transfer agent, or registrar at the date of issue. Each certificate will
        state
        upon the face or back thereof, in full or in summary, all of the powers,
        designations, preferences, and rights, and the limitations or restrictions
        of
        the shares authorized to be issued or will, except as otherwise required
        by law,
        set forth on the face or back a statement that the corporation will furnish
        without charge to each stockholder who so requests the powers, designations,
        preferences and relative, participating, optional, or other special rights
        of
        each class of stock or series thereof and the qualifications, limitations
        or
        restrictions of such preferences and/or rights. Within a reasonable time
        after
        the issuance or transfer of uncertificated stock, the corporation will send
        to
        the registered owner thereof a written notice containing the information
        required to be set forth or stated on certificates pursuant to this section
        or
        otherwise required by law or with respect to this section a statement that
        the
        corporation will furnish without charge to each stockholder who so requests
        the
        powers, designations, preferences and relative participating, optional or
        other
        special rights of each class of stock or series thereof and the qualifications,
        limitations or restrictions of such preferences and/or rights. Except as
        otherwise expressly provided by law, the rights and obligations of the holders
        of certificates representing stock of the same class and series will be
        identical.
  35.  LOST
        CERTIFICATES. A new certificate or certificates will be issued in place of
        any
        certificate or certificates theretofore issued by the corporation alleged
        to
        have been lost, stolen, or destroyed, upon the making of an affidavit of
        that
        fact by the person claiming the certificate of stock to be lost, stolen,
        or
        destroyed. The corporation may require, as a condition precedent to the issuance
        of a new certificate or certificates, the owner of such lost, stolen, or
        destroyed certificate or certificates, or his legal representative, to advertise
        the same in such manner as it will require or to give the corporation a surety
        bond in such form and amount 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.
  36.  TRANSFERS.
  (a)  Transfers
        of record of shares of stock of the corporation will be made only upon its
        books
        by the holders thereof, in person or by attorney duly authorized, upon
        compliance with the customary procedures for transferring shares in
        uncertificated form or upon surrender of a properly endorsed certificate
        or
        certificates for a like number of shares
  (b)  The
        corporation will have power to enter into and perform any agreement with
        any
        number of stockholders of any one or more classes of stock of the corporation
        to
        restrict the transfer of shares of stock of the corporation of any one or
        more
        classes owned by such stockholders in any manner not prohibited by the General
        Corporation Law of Delaware.
  
  37.  FIXING
        RECORD DATES. 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, the Board of Directors may fix, in advance, a record
        date,
        which record date will not precede the date upon which the resolution fixing
        the
        record date is adopted by the Board of Directors, and which record date will
        not
        be more than sixty (60) nor less than ten (10) days before the date of such
        meeting. If no record date is fixed by the Board of Directors, the record
        date
        for determining stockholders entitled to notice of or to vote at a meeting
        of
        stockholders will be at the close of business on the day next preceding the
        day
        on which notice is given, or if notice is waived, at the close of business
        on
        the day next preceding the day on which the meeting is held. A determination
        of
        stockholders of record entitled to notice of or to vote at a meeting of
        stockholders will apply to any adjournment of the meeting; PROVIDED, HOWEVER,
        that the Board of Directors may fix a new record date for the adjourned
        meeting.
  38.  REGISTERED
        STOCKHOLDERS. The corporation will 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 will 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 will have express or other notice thereof, except
        as
        otherwise provided by the laws of Delaware.
  ARTICLE
        VIII
 OTHER
        SECURITIES OF THE CORPORATION
  39.  EXECUTION
        OF OTHER SECURITIES. All bonds, debentures and other corporate securities
        of the
        corporation, other than stock certificates (covered in Section 34), may be
        signed by the Chairman of the Board of Directors, the President or any Vice
        President, or such other person as may be authorized by the Board of Directors,
        and the corporate seal impressed thereon or a facsimile of such seal imprinted
        thereon and attested by the signature of the Secretary or an assistant
        secretary, or the Chief Financial Officer or assistant financial officer;
        PROVIDED, HOWEVER, that where any such bond, debenture or other corporate
        security will be authenticated by the manual signature, or where permissible
        facsimile signature, of a trustee under an indenture pursuant to which such
        bond, debenture or other corporate security will be issued, the signatures
        of
        the persons signing and attesting the corporate seal on such bond, debenture
        or
        other corporate security may be the imprinted facsimile of the signatures
        of
        such persons. Interest coupons appertaining to any such bond, debenture or other
        corporate security, authenticated by a trustee as aforesaid, will be signed
        by
        the Chief Financial Officer or assistant financial officer of the corporation
        or
        such other person as may be authorized by the Board of Directors, or bear
        imprinted thereon the facsimile signature of such person. In case any officer
        who will have signed or attested any bond, debenture or other corporate
        security, or whose facsimile signature will appear thereon or on any such
        interest coupon, will have ceased to be such officer before the bond, debenture
        or other corporate security so signed or attested will have been delivered,
        such
        bond, debenture or other corporate security nevertheless may be adopted by
        the
        corporation and issued and delivered as though the person who signed the
        same or
        whose facsimile signature will have been used thereon had not ceased to be
        such
        officer of the corporation.
  ARTICLE
        IX
 DIVIDENDS
  40.  DECLARATION
        OF DIVIDENDS. Dividends upon the capital stock of the corporation, subject
        to
        the provisions of the Certificate of Incorporation, if any, may be declared
        by
        the Board of Directors pursuant to law at any regular or special meeting.
        Dividends may be paid in cash, in property, or in shares of the capital stock,
        subject to the provisions of the Certificate of Incorporation.
  
  41.  DIVIDEND
        RESERVE. 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 Board
        of
        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 Board of Directors will think conducive to the interests of
        the
        corporation, and the Board of Directors may modify or abolish any such reserve
        in the manner in which it was created.
  ARTICLE
        X
 FISCAL
        YEAR
  42.  FISCAL
        YEAR. The fiscal year of the corporation will be fixed by resolution of the
        Board of Directors.
  ARTICLE
        XI
 INDEMNIFICATION
  43.  INDEMNIFICATION
        OF DIRECTORS, EXECUTIVE OFFICERS, OTHER OFFICERS, EMPLOYEES AND OTHER
        AGENTS.
  (a)  DIRECTORS
        AND EXECUTIVE OFFICERS. The corporation will indemnify its directors and
        executive officers (for the purposes of this Article XI, “executive officers
        will have the meaning defined in Rule 3b-7 promulgated under the 1934 Act)
        to
        the fullest extent not prohibited by the Delaware General Corporation Law;
        PROVIDED, HOWEVER, that the corporation may modify the extent of such
        indemnification by individual contracts with its directors and executive
        officers; and, PROVIDED, FURTHER, that the corporation will not be required
        to
        indemnify any director or executive officer in connection with any proceeding
        (or part thereof) initiated by such person unless (i) such indemnification
        is
        expressly required to be made by law, (ii) the proceeding was authorized
        by the
        Board of Directors of the corporation, (iii) such indemnification is provided
        by
        the corporation, in its sole discretion, pursuant to the powers vested in
        the
        corporation under the Delaware General Corporation Law or (iv) such
        indemnification is required to be made under subsection (d).
  (b)  OTHER
        OFFICERS, EMPLOYEES AND OTHER AGENTS. The corporation will have power to
        indemnify its other officers, employees and other agents as set forth in
        the
        Delaware General Corporation Law.
  (c)  EXPENSES.
        The corporation will advance to any person who was or is a party or is
        threatened to be made a party to any threatened, pending or completed action,
        suit or proceeding, whether civil, criminal, administrative or investigative,
        by
        reason of the fact that he is or was a director or executive officer, of
        the
        corporation, or is or was serving at the request of the corporation as a
        director or executive officer of another corporation, partnership, joint
        venture, trust or other enterprise, prior to the final disposition of the
        proceeding, promptly following request therefor, all expenses incurred by
        any
        director or executive officer in connection with such proceeding upon receipt
        of
        an undertaking by or on behalf of such person to repay said amounts if it
        should
        be determined ultimately that such person is not entitled to be indemnified
        under this Bylaw or otherwise.
  Notwithstanding
        the foregoing, unless otherwise determined pursuant to paragraph (e) of this
        Bylaw, no advance will be made by the corporation to an executive officer
        of the
        corporation (except by reason of the fact that such executive officer is
        or was
        a director of the corporation in which event this paragraph will not apply)
        in
        any action, suit or proceeding, whether civil, criminal, administrative or
        investigative, if a determination is reasonably and promptly made (1) by
        the
        Board of Directors by a majority vote of a quorum consisting of directors
        who
        were not parties to the proceeding, or (2) if such quorum is not obtainable,
        or,
        even if obtainable, a quorum of disinterested directors so directs, by
        independent legal counsel in a written opinion, that the facts known to the
        decision-making party at the time such determination is made demonstrate
        clearly
        and convincingly that such person acted in bad faith or in a manner that
        such
        person did not believe to be in or not opposed to the best interests of the
        corporation.
  
  (d)  ENFORCEMENT.
        Without the necessity of entering into an express contract, all rights to
        indemnification and advances to directors and executive officers under this
        Bylaw will be deemed to be contractual rights and be effective to the same
        extent and as if provided for in a contract between the corporation and the
        director or executive officer. Any right to indemnification or advances granted
        by this Bylaw to a director or executive officer will be enforceable by or
        on
        behalf of the person holding such right in any court of competent jurisdiction
        if (1) the claim for indemnification or advances is denied, in whole or in
        part,
        or (2) no disposition of such claim is made within ninety (90) days of request
        therefor. The claimant in such enforcement action, if successful in whole
        or in
        part, will be entitled to be paid also the expense of prosecuting his claim.
        In
        connection with any claim for indemnification, the corporation will be entitled
        to raise as a defense to any such action that the claimant has not met the
        standards of conduct that make it permissible under the Delaware General
        Corporation Law for the corporation to indemnify the claimant for the amount
        claimed. In connection with any claim by an executive officer of the corporation
        (except in any action, suit or proceeding, whether civil, criminal,
        administrative or investigative, by reason of the fact that such executive
        officer is or was a director of the corporation) for advances, the corporation
        will be entitled to raise a defense as to any such action clear and convincing
        evidence that such person acted in bad faith or in a manner that such person
        did
        not believe to be in or not opposed to the best interests of the corporation,
        or
        with respect to any criminal action or proceeding that such person acted
        without
        reasonable cause to believe that his conduct was lawful. Neither the failure
        of
        the corporation (including its Board of Directors, independent legal counsel
        or
        its stockholders) to have made a determination prior to the commencement
        of such
        action that indemnification of the claimant is proper in the circumstances
        because he has met the applicable standard of conduct set forth in the Delaware
        General Corporation Law, nor an actual determination by the corporation
        (including its Board of Directors, independent legal counsel or its
        stockholders) that the claimant has not met such applicable standard of conduct,
        will be a defense to the action or create a presumption that claimant has
        not
        met the applicable standard of conduct. In any suit brought by a director
        or
        executive officer to enforce a right to indemnification or to an advancement
        of
        expenses hereunder, the burden of proving that the director or executive
        officer
        is not entitled to be indemnified, or to such advancement of expenses, under
        this Article XI or otherwise will be on the corporation.
  (e)  NON-EXCLUSIVITY
        OF RIGHTS. The rights conferred on any person by this Bylaw will not be
        exclusive of any other right which such 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,
        both as
        to action in his official capacity and as to action in another capacity while
        holding office. The corporation is specifically authorized to enter into
        individual contracts with any or all of its directors, officers, employees
        or
        agents respecting indemnification and advances, to the fullest extent not
        prohibited by the Delaware General Corporation Law.
  (f)  SURVIVAL
        OF RIGHTS. The rights conferred on any person by this Bylaw will continue
        as to
        a person who has ceased to be a director, officer, employee or other agent
        and
        will inure to the benefit of the heirs, executors and administrators of such
        a
        person.
  (g)  INSURANCE.
        To the fullest extent permitted by the Delaware General Corporation Law,
        the
        corporation, upon approval by the Board of Directors, may purchase insurance
        on
        behalf of any person required or permitted to be indemnified pursuant to
        this
        Bylaw.
  
  (h)  AMENDMENTS.
        Any repeal or modification of this Bylaw will only be prospective and will
        not
        affect the rights under this Bylaw in effect at the time of the alleged
        occurrence of any action or omission to act that is the cause of any proceeding
        against any agent of the corporation.
  (i)  SAVING
        CLAUSE. If this Bylaw or any portion hereof will be invalidated on any ground
        by
        any court of competent jurisdiction, then the corporation will nevertheless
        indemnify each director and executive officer to the full extent not prohibited
        by any applicable portion of this Bylaw that will not have been invalidated,
        or
        by any other applicable law.
  (j)  CERTAIN
        DEFINITIONS. For the purposes of this Bylaw, the following definitions will
        apply:
  (1)  The
        term
“proceeding” will be broadly construed and will include, without limitation, the
        investigation, preparation, prosecution, defense, settlement, arbitration
        and
        appeal of, and the giving of testimony in, any threatened, pending or completed
        action, suit or proceeding, whether civil, criminal, administrative or
        investigative.
  (2)  The
        term
“expenses” will be broadly construed and will include, without limitation, court
        costs, attorneys’ fees, witness fees, fines, amounts paid in settlement or
        judgment and any other costs and expenses of any nature or kind incurred
        in
        connection with any proceeding.
  (3)  The
        term
        the “corporation” will include, in addition to the resulting corporation, any
        constituent corporation (including any constituent of a constituent) absorbed
        in
        a consolidation or merger which, if its separate existence had continued,
        would
        have had power and authority to indemnify its directors, officers, and employees
        or agents, so that any person who is or was a director, officer, employee
        or
        agent of such constituent corporation, or is or was serving at the request
        of
        such constituent corporation as a director, officer, employee or agent of
        another corporation, partnership, joint venture, trust or other enterprise,
        will
        stand in the same position under the provisions of this Bylaw with respect
        to
        the resulting or surviving corporation as he would have with respect to such
        constituent corporation if its separate existence had continued.
  (4)  References
        to a “director,” “executive officer,” “officer,” “employee,” or “agent” of the
        corporation will include, without limitation, situations where such person
        is
        serving at the request of the corporation as, respectively, a director,
        executive officer, officer, employee, trustee or agent of another corporation,
        partnership, joint venture, trust or other enterprise.
  (5)  References
        to “other enterprises” will include employee benefit plans; references to
“fines” will include any excise taxes assessed on a person with respect to an
        employee benefit plan; and references to “serving at the request of the
        corporation” will include any service as a director, officer, employee or agent
        of the corporation which imposes duties on, or involves services by, such
        director, officer, employee, or agent with respect to an employee benefit
        plan,
        its participants, or beneficiaries; and a person who acted in good faith
        and in
        a manner he reasonably believed to be in the interest of the participants
        and
        beneficiaries of an employee benefit plan will be deemed to have acted in
        a
        manner “not opposed to the best interests of the corporation” as referred to in
        this Bylaw.
  
  ARTICLE
        XII
 NOTICES
  44.  NOTICES.
  (a)  NOTICE
        TO
        STOCKHOLDERS. Whenever, under any provisions of these Bylaws, notice is required
        to be given to any stockholder, it will be given in writing, timely and duly
        deposited in the United States mail, postage prepaid, and addressed to his
        last
        known post office address as shown by the stock record of the corporation
        or its
        transfer agent.
  (b)  NOTICE
        TO
        DIRECTORS. Any notice required to be given to any director may be given by
        the
        method stated in subsection (a), or by facsimile, telex or telegram, except
        that
        such notice other than one which is delivered personally will be sent to
        such
        address as such director will have filed in writing with the Secretary, or,
        in
        the absence of such filing, to the last known post office address of such
        director.
  (c)  AFFIDAVIT
        OF MAILING. An affidavit of mailing, executed by a duly authorized and competent
        employee of the corporation or its transfer agent appointed with respect
        to the
        class of stock affected, specifying the name and address or the names and
        addresses of the stockholder or stockholders, or director or directors, to
        whom
        any such notice or notices was or were given, and the time and method of
        giving
        the same, will in the absence of fraud, be prima facie evidence of the facts
        therein contained.
  (d)  TIME
        NOTICES DEEMED GIVEN. All notices given by mail, as above provided, will
        be
        deemed to have been given as at the time of mailing, and all notices given
        by
        facsimile, telex or telegram will be deemed to have been given as of the
        sending
        time recorded at time of transmission.
  (e)  METHODS
        OF NOTICE. It will not be necessary that the same method of giving notice
        be
        employed in respect of all directors, but one permissible method may be employed
        in respect of any one or more, and any other permissible method or methods
        may
        be employed in respect of any other or others.
  (f)  FAILURE
        TO RECEIVE NOTICE. The period or limitation of time within which any stockholder
        may exercise any option or right, or enjoy any privilege or benefit, or be
        required to act, or within which any director may exercise any power or right,
        or enjoy any privilege, pursuant to any notice sent him in the manner above
        provided, will not be affected or extended in any manner by the failure of
        such
        stockholder or such director to receive such notice.
  (g)  NOTICE
        TO
        PERSON WITH WHOM COMMUNICATION IS UNLAWFUL. Whenever notice is required to
        be
        given, under any provision of law or of the Certificate of Incorporation
        or
        Bylaws of the corporation, to any person with whom communication is unlawful,
        the giving of such notice to such person will not be required and there will
        be
        no duty to apply to any governmental authority or agency for a license or
        permit
        to give such notice to such person. Any action or meeting which will be taken
        or
        held without notice to any such person with whom communication is unlawful
        will
        have the same force and effect as if such notice had been duly given. In
        the
        event that the action taken by the corporation is such as to require the
        filing
        of a certificate under any provision of the Delaware General Corporation
        Law,
        the certificate will state, if such is the fact and if notice is required,
        that
        notice was given to all persons entitled to receive notice except such persons
        with whom communication is unlawful.
  
  (h)  NOTICE
        TO
        PERSON WITH UNDELIVERABLE ADDRESS. Whenever notice is required to be given,
        under any provision of law or the Certificate of Incorporation or Bylaws
        of the
        corporation, to any stockholder to whom (i) notice of two consecutive annual
        meetings, and all notices of meetings or of the taking of action by written
        consent without a meeting to such person during the period between such two
        consecutive annual meetings, or (ii) all, and at least two, payments (if
        sent by
        first class mail) of dividends or interest on securities during a twelve-month
        period, have been mailed addressed to such person at his address as shown
        on the
        records of the corporation and have been returned undeliverable, the giving
        of
        such notice to such person will not be required. Any action or meeting which
        will be taken or held without notice to such person will have the same force
        and
        effect as if such notice had been duly given. If any such person will deliver
        to
        the corporation a written notice setting forth his then current address,
        the
        requirement that notice be given to such person will be reinstated. In the
        event
        that the action taken by the corporation is such as to require the filing
        of a
        certificate under any provision of the Delaware General Corporation Law,
        the
        certificate need not state that notice was not given to persons to whom notice
        was not required to be given pursuant to this paragraph.
  ARTICLE
        XIII
 AMENDMENTS
  45.  AMENDMENTS.
  Subject
        to paragraph (h) of Section 43 of the Bylaws, the Bylaws may be altered or
        amended or new Bylaws adopted by the affirmative vote of at least sixty-six
        and
        two-thirds percent (66 2/3%) of the voting power of all of the then-outstanding
        shares of the Voting Stock. The Board of Directors will also have the power
        to
        adopt, amend, or repeal Bylaws.
  ARTICLE
        XIV
 LOANS
        TO
        OFFICERS
  46.  LOANS
        TO
        OFFICERS. The corporation may lend money to, or guarantee any obligation
        of, or
        otherwise assist any officer or other employee of the corporation or of its
        subsidiaries, including any officer or employee who is a Director of the
        corporation or its subsidiaries, whenever, in the judgment of the Board of
        Directors, such loan, guarantee or assistance may reasonably be expected
        to
        benefit the corporation. The loan, guarantee or other assistance may be with
        or
        without interest and may be unsecured, or secured in such manner as the Board
        of
        Directors will approve, including, without limitation, a pledge of shares
        of
        stock of the corporation. Nothing in these Bylaws will be deemed to deny,
        limit
        or restrict the powers of guaranty or warranty of the corporation at common
        law
        or under any statute.