**EXHIBIT
      3.2**


**AMENDED
      AND RESTATED**


**BYLAWS**


**of**


**XCORPOREAL,
      INC.**


**a
      Delaware Corporation**










**Table
      of Contents**




Article 1
                Offices
            
            
            1Section 1.1
                Registered Office
            
            
            1Section 1.2
                Other Offices
            
            
            1Article 2
                Stockholders’ Meetings
            
            
            1Section 2.1
                Place of Meetings
            
            
            1Section 2.2
                Annual Meetings
            
            
            2Section 2.3
                Special Meetings
            
            
            2Section 2.4
                Notice of Meetings
            
            
            2Section 2.5
                Quorum and Voting
            
            
            3Section 2.6
                Voting Rights
            
            
            4Section 2.7
                Voting Procedures and Inspectors of Elections
            
            
            5Section 2.8
                List of Stockholders
            
            
            6Section 2.9
                Stockholder Proposals at Annual Meetings
            
            
            6Section 2.10
                Nominations of Persons for Election to the Board of
                Directors
            
            
            7Section 2.11
                Stockholder Action by Written Consent Without a Meeting
            
            
            8Article 3
                DIRECTORS
            
            
            8Section 3.1
                Number and Term of Office
            
            
            8Section 3.2
                Powers
            
            
            9Section 3.3
                Vacancies
            
            
            9Section 3.4
                Resignations and Removals
            
            
            9Section 3.5
                Meetings
            
            
            9Section 3.6
                Quorum and Voting
            
            
            10Section 3.7
                Action Without Meeting
            
            
            10Section 3.8
                Fees and Compensation
            
            
            10Section 3.9
                Committees
            
            
            11Article 4
                OFFICERS
            
            
            12Section 4.1
                Officers Designated
            
            
            12Section 4.2
                Tenure and Duties of Officers
            
            
            12Article 5
                EXECUTION OF CORPORATE INSTRUMENTS, AND VOTING OF SECURITIES OWNED
                BY THE
                CORPORATION
            
            
            13Section 5.1
                Execution of Corporate Instruments
            
            
            13Section 5.2
                Voting of Securities Owned by Corporation
            
            
            14Article 6
                SHARES OF STOCK
            
            
            14Section 6.1
                Form and Execution of Certificates
            
            
            14Section 6.2
                Lost Certificates
            
            
            15Section 6.3
                Transfers
            
            
            15Section 6.4
                Fixing Record Dates
            
            
            15Section 6.5
                Registered Stockholders
            
            
            16Article 7
                OTHER SECURITIES OF THE CORPORATION
            
            
            16Article 8
                CORPORATE SEAL
            
            
            17




i




Article 9
                INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
                AGENTS
            
            
            17Section 9.1
                Right to Indemnification
            
            
            17Section 9.2
                Authority to Advance Expenses
            
            
            18Section 9.3
                Right of Claimant to Bring Suit
            
            
            18Section 9.4
                Provisions Nonexclusive
            
            
            18Section 9.5
                Authority to Insure
            
            
            19Section 9.6
                Survival of Rights
            
            
            19Section 9.7
                Settlement of Claims
            
            
            19Section 9.8
                Effect of Amendment
            
            
            19Section 9.9
                Subrogation
            
            
            19Section 9.10
                No Duplication of Payments
            
            
            19Article 10
                NOTICES
            
            
            19Article 11
                AMENDMENTS
            
            
            20




ii




**BYLAWS**
 **OF**
 **XCORPOREAL,
        INC.**
  **ARTICLE
        1**
  **OFFICES**
  **Section 1.1
        Registered Office.**
  The
        registered office of the corporation in the State of Delaware shall be 615
        DuPont Highway, Dover, Delaware 19901, County of Kent. The name of the
        registered agent is at such address is National Corporate Research, Ltd.
  **Section 1.2
        Other Offices.**
  The
        corporation shall also have and maintain an office or principal place of
        business at such other place as the Board of Directors may determine from
        time
        to time, 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
        2**
  **STOCKHOLDERS’
        MEETINGS**
  **Section 2.1
        Place of Meetings.**
  (a) Meetings
        of stockholders may be held at such place, either within or without this
        State,
        as may be designated by or in the manner provided in these bylaws or, if
        not so
        designated, as determined by the Board of Directors. The Board of Directors
        may,
        in its sole discretion, determine that the meeting shall not be held at any
        place, but may instead be held solely by means of remote communication as
        authorized by paragraph (b) of this Section 2.1.
  (b) If
        authorized by the Board of Directors in its sole discretion, and subject
        to such
        guidelines and procedures as the Board of Directors may adopt, stockholders
        and
        proxyholders not physically present at a meeting of stockholders may, by
        means
        of remote communication:
  (1) Participate
        in a meeting of stockholders; and
  (2) Be
        deemed present in person and vote at a meeting of stockholders whether such
        meeting is to be held at a designated place or solely by means of remote
        communication, provided that (A) the corporation shall implement reasonable
        measures to verify that each person deemed present and permitted to vote
        at the
        meeting by means of remote communication is a stockholder or proxyholder,
        (B) the corporation shall implement reasonable
  1
  measures
        to provide such stockholders and proxyholders a reasonable opportunity to
        participate in the meeting and to vote on matters submitted to the stockholders,
        including an opportunity to read or hear the proceedings of the meeting
        substantially concurrently with such proceedings, and (C) if any
        stockholder or proxyholder votes or takes other action at the meeting by
        means
        of remote communication, a record of such vote or other action shall be
        maintained by the corporation.
  (c) For
        purposes of this Section 2.1, “remote communication” shall include
        (1) telephone or other voice communications and (2) electronic mail or
        other form of written or visual electronic communications satisfying the
        requirements of Section 2.11(b).
  **Section 2.2
        Annual Meetings.**
  The
        annual meetings of the stockholders of the corporation, for the purpose of
        election of directors and for such other business as may lawfully come before
        it, shall be held on such date and at such time as may be designated from
        time
        to time by the Board of Directors, or, if not so designated, then at
        10:00 a.m. local time on June 30 in each year if not a legal holiday,
        and, if a legal holiday, at the same hour and place on the next succeeding
        day
        not a holiday.
  **Section 2.3
        Special Meetings.**
  Except
        as otherwise required by law and subject to the rights, if any, of the holders
        of any series of Preferred Stock, special meetings of the stockholders of
        the
        corporation may be called, for any purpose or purposes, only by the Chairman
        of
        the Board of Directors, the Chief Executive Officer, the President or the
        Secretary, in each case pursuant to a resolution of the Board of Directors,
        and
        special meetings of stockholders of the Corporation may not be called by
        any
        other person or persons at any time.
  **Section 2.4
        Notice of Meetings.**
  (a) Except
        as otherwise provided by law or the Certificate of Incorporation, written
        notice
        of each meeting of stockholders, specifying the place, if any, date and hour
        and
        purpose or purposes of the meeting, and the means of remote communication,
        if
        any, by which stockholders and proxyholders may be deemed to be present in
        person and vote at such meeting, shall be given not less than 10 nor more
        than
        60 days before the date of the meeting to each stockholder entitled to vote
        thereat, directed to his address as it appears upon the books of the
        corporation; except that where the matter to be acted on is a merger or
        consolidation of the Corporation or a sale, lease or exchange of all or
        substantially all of its assets, such notice shall be given not less than
        20 nor
        more than 60 days prior to such meeting.
  (b) If
        at any meeting action is proposed to be taken which, if taken, would entitle
        shareholders fulfilling the requirements of section 262(d) of the Delaware
        General Corporation Law to an appraisal of the fair value of their shares,
        the
        notice of such meeting shall contain a statement of that purpose and to that
        effect and shall be accompanied by a copy of that statutory section.(c) When
        a
        meeting is adjourned to another time or place, notice need not be given of
        the
        adjourned meeting if the time, place, if any, thereof, and the means of remote
        communication, if any, by which stockholders and proxyholders may be deemed
        to
        be present in person and vote at such adjourned meeting, are announced at
        the
        meeting at which the adjournment
  2
  is
        taken
        unless the adjournment is for more than thirty days, or unless after the
        adjournment a new record date is fixed for the adjourned meeting, in which
        event
        a notice of the adjourned meeting shall be given to each stockholder of record
        entitled to vote at the meeting.
  (d) Notice
        of the time, place and purpose of any meeting of stockholders may be waived
        in
        writing, either before or after such meeting, and, to the extent permitted
        by
        law, will be waived by any stockholder by his attendance thereat, in person
        or
        by proxy. Any stockholder so waiving notice of such meeting shall be bound
        by
        the proceedings of any such meeting in all respects as if due notice thereof
        had
        been given.
  (e) Without
        limiting the manner by which notice otherwise may be given effectively to
        stockholders, any notice to stockholders given by the corporation under any
        provision of Delaware General Corporation Law, the certificate of incorporation,
        or these bylaws shall be effective if given by a form of electronic transmission
        consented to by the stockholder to whom the notice is given. Any such consent
        shall be revocable by the stockholder by written notice to the corporation.
        Any
        such consent shall be deemed revoked if (i) the corporation is unable to
        deliver by electronic transmission two consecutive notices given by the
        corporation in accordance with such consent, and (ii) such inability
        becomes known to the secretary or an assistant secretary of the corporation
        or
        to the transfer agent or other person responsible for the giving of notice;
        provided, however, the inadvertent failure to treat such inability as a
        revocation shall not invalidate any meeting or other action. Notice given
        pursuant to this subparagraph (e) shall be deemed given: (1) if by
        facsimile telecommunication, when directed to a number at which the stockholder
        has consented to receive notice; (2) if by electronic mail, when directed
        to an electronic mail address at which the stockholder has consented to receive
        notice; (3) if by a posting on an electronic network together with separate
        notice to the stockholder of such specific posting, upon the later of
        (A) such posting and (B) the giving of such separate notice; and
        (4) if by any other form of electronic transmission, when directed to the
        stockholder. An affidavit of the secretary or an assistant secretary or of
        the
        transfer agent or other agent of the corporation that the notice has been
        given
        by a form of electronic transmission shall, in the absence of fraud, be prima
        facie evidence of the facts stated therein. For purposes of these bylaws,
        “electronic transmission” means any form of communication, not directly
        involving the physical transmission of paper, that creates a record that
        may be
        retained, retrieved and reviewed by a recipient thereof, and that may be
        directly reproduced in paper form by such a recipient through an automated
        process.
  **Section 2.5
        Quorum and Voting.**
  (a) At
        all meetings of stockholders except where otherwise provided by law, the
        Certificate of Incorporation or 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 shall constitute a quorum for the transaction of
        business. Shares, the voting of which at said meeting have been enjoined,
        or
        which for any reason cannot be lawfully voted at such meeting, shall not
        be
        counted to determine a quorum at said meeting. In the absence of a quorum,
        any
        meeting of stockholders may be adjourned, from time to time, by vote of the
        holders of a majority of the shares represented thereat, but no other business
        shall be transacted at such meeting. At such adjourned meeting at which a
        quorum
        is present or represented, any business may be transacted which might have
        been
        transacted at the original meeting. The stockholders present at a duly
  3
  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.
  (b) Except
        as otherwise provided by law, the Certificate of Incorporation or these Bylaws,
        all action taken by the holders of a majority of the voting power represented
        at
        any meeting at which a quorum is present shall be valid and binding upon
        the
        corporation.
  (c) Where
        a separate vote by a class or classes is required, a majority of the outstanding
        shares of such class or classes present in person or represented by proxy
        shall
        constitute a quorum entitled to take action with respect to that vote on
        that
        matter, and the affirmative vote of the majority of shares of such class
        or
        classes present in person or represented by proxy at the meeting shall be
        the
        act of such class.
  **Section 2.6
        Voting Rights.**
  (a) Except
        as otherwise provided by law, only persons in whose names shares entitled
        to
        vote stand on the stock records of the corporation on the record date for
        determining the stockholders entitled to vote at said meeting shall be entitled
        to vote at such meeting. Shares standing in the names of two or more persons
        shall be voted or represented in accordance with the determination of the
        majority of such persons, or, if only one of such persons is present in person
        or represented by proxy, such person shall have the right to vote such shares
        and such shares shall be deemed to be represented for the purpose of determining
        a quorum.
  (b) Every
        person entitled to vote or to execute consents shall have the right to do
        so
        either in person or by an agent or agents authorized by a written proxy executed
        by such person or his duly authorized agent, which proxy shall be filed with
        the
        Secretary of the corporation at or before the meeting at which it is to be
        used.
        Said proxy so appointed need not be a stockholder. No proxy shall be voted
        on
        after three (3) years from its date unless the proxy provides for a longer
        period. Unless and until voted, every proxy shall be revocable at the pleasure
        of the person who executed it or of his legal representatives or assigns,
        except
        in those cases where an irrevocable proxy permitted by statute has been given.
  (c) Without
        limiting the manner in which a stockholder may authorize another person or
        persons to act for him as proxy pursuant to subsection (b) of this section,
        the following shall constitute a valid means by which a stockholder may grant
        such authority:
  (1) A
        stockholder may execute a writing authorizing another person or persons to
        act
        for him as proxy. Execution may be accomplished by the stockholder or his
        authorized officer, director, employee or agent signing such writing or causing
        his or her signature to be affixed to such writing by any reasonable means
        including, but not limited to, by facsimile signature.
  (2) A
        stockholder may authorize another person or persons to act for him as proxy
        by
        transmitting or authorizing the transmission of a telephone, telegram, cablegram
        or other means of electronic transmission to the person who will be the holder
        of the proxy or to a proxy solicitation firm, proxy support service organization
        or like agent duly authorized by the person who will be the holder of the
        proxy
        to receive such transmission, provided that any such
  4
  telephone,
        telegram, cablegram or other means of electronic transmission must either
        set
        forth or be submitted with information from which it can be determined that
        the
        telephone, telegram, cablegram or other electronic transmission was authorized
        by the stockholder. Such authorization can be established by the signature
        of
        the stockholder on the proxy, either in writing or by a signature stamp or
        facsimile signature, or by a number or symbol from which the identity of
        the
        stockholder can be determined, or by any other procedure deemed appropriate
        by
        the inspectors or other persons making the determination as to due
        authorization.
  If
        it is
        determined that such telegrams, cablegrams or other electronic transmissions
        are
        valid, the inspectors or, if there are no inspectors, such other persons
        making
        that determination shall specify the information upon which they relied.
  (d) Any
        copy, facsimile telecommunication or other reliable reproduction of the writing
        or transmission created pursuant to subsection (c) of this section may be
        substituted or used in lieu of the original writing or transmission for any
        and
        all purposes for which the original writing or transmission could be used,
        provided that such copy, facsimile telecommunication or other reproduction
        shall
        be a complete reproduction of the entire original writing or transmission.
  **Section 2.7
        Voting Procedures and Inspectors of Elections.**
  (a) The
        corporation shall, in advance of any meeting of stockholders, appoint one
        or
        more inspectors to act at the meeting and make a written report thereof.
        The
        corporation may designate one or more persons as alternate inspectors to
        replace
        any inspector who fails to act. If no inspector or alternate is able to act
        at a
        meeting of stockholders, the person presiding at the meeting shall appoint
        one
        or more inspectors to act at the meeting. Each inspector, before entering
        upon
        the discharge of his duties, shall take and sign an oath faithfully to execute
        the duties of inspector with strict impartiality and according to the best
        of
        his ability.
  (b) The
        inspectors shall (i) ascertain the number of shares outstanding and the
        voting power of each, (ii) determine the shares represented at a meeting
        and the validity of proxies and ballots, (iii) count all votes and ballots,
        (iv) determine and retain for a reasonable period a record of the
        disposition of any challenges made to any determination by the inspectors,
        and
        (v) certify their determination of the number of shares represented at the
        meeting and their count of all votes and ballots. The inspectors may appoint
        or
        retain other persons or entities to assist the inspectors in the performance
        of
        the duties of the inspectors.
  (c) The
        date and time of the opening and the closing of the polls for each matter
        upon
        which the stockholders will vote at a meeting shall be announced at the meeting.
        No ballot, proxies or votes, nor any revocations thereof or changes thereto,
        shall be accepted by the inspectors after the closing of the polls unless
        the
        Court of Chancery upon application by a stockholder shall determine otherwise.
  (d) In
        determining the validity and counting of proxies and ballots, the inspectors
        shall be limited to an examination of the proxies, any envelopes submitted
        with
        those proxies, any information provided in accordance with Sections 211(e)
        or
        212(e)(2) of the Delaware General Corporation Law, or any information provided
        pursuant to Section 211(a)(2)(B)(i) or (iii)
  5
  thereof,
        ballots and the regular books and records of the corporation, except that
        the
        inspectors may consider other reliable information for the limited purpose
        of
        reconciling proxies and ballots submitted by or on behalf of banks, brokers,
        their nominees or similar persons which represent more votes than the holder
        of
        a proxy is authorized by the record owner to cast or more votes than the
        stockholder holds of record. If the inspectors consider other reliable
        information for the limited purpose permitted herein, the inspectors at the
        time
        they make their certification pursuant to subsection (b)(v) of this section
        shall specify the precise information considered by them including the person
        or
        persons from whom they obtained the information, when the information was
        obtained, the means by which the information was obtained and the basis for
        the
        inspectors’ belief that such information is accurate and reliable.
  **Section 2.8
        List of Stockholders.**
  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 said meeting, arranged in alphabetical
        order, showing the address of and the number of shares registered in the
        name of
        each stockholder. The corporation need not include electronic mail addresses
        or
        other electronic contact information on such list. Such list shall be open
        to
        the examination of any stockholder for any purpose germane to the meeting
        for a
        period of at least 10 days prior to the meeting: (i) on a reasonably
        accessible electronic network, provided that the information required to
        gain
        access to such list is provided with the notice of the meeting, or
        (ii) during ordinary business hours at the principal place of business of
        the corporation. In the event that the corporation determines to make the
        list
        available on an electronic network, the corporation may take reasonable steps
        to
        ensure that such information is available only to stockholders of the
        corporation. If the meeting is to be held at a place, then the list shall
        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. If the meeting
        is to be held solely by means of remote communication, then the list shall
        also
        be open to the examination of any stockholder during the whole time of the
        meeting on a reasonably accessible electronic network, and the information
        required to access such list shall be provided with the notice of the meeting.
  **Section 2.9
        Stockholder Proposals at Annual Meetings.**
  At
        an annual meeting of the stockholders, only such business shall be conducted
        as
        shall have been properly brought before the meeting. To be properly brought
        before an annual meeting, business must be specified in the notice of meeting
        (or any supplement thereto) given by or at the direction of the Board of
        Directors, otherwise properly brought before the meeting by or at the direction
        of the Board of Directors, or otherwise properly brought before the meeting
        by a
        stockholder. In addition to any other applicable requirements 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 less than 90 days
        nor
        more than 120 days prior to the date on which the corporation first mailed
        its proxy materials for the previous year’s annual meeting of stockholders (or
        the date on which the corporation mails its proxy materials for the current
        year
        if during the prior year the corporation did not hold an annual meeting or
        if
        the date of the annual meeting was changed more than 30 days from the prior
        year). A stockholder’s notice to the Secretary shall set forth as
  6
  to
        each
        matter the stockholder proposes to bring before the annual meeting (i) 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,
        (ii) the name and record address of the stockholder proposing such
        business, (iii) the class and number of shares of the corporation which are
        beneficially owned by the stockholder, and (iv) any material interest of
        the stockholder in such business.
  Notwithstanding
        anything in the Bylaws to the contrary, no business shall be conducted at
        the
        annual meeting except in accordance with the procedures set forth in
        Section 2.1 and this Section 2.9, provided, however, that nothing in this
        Section 2.9 shall be deemed to preclude discussion by any stockholder of
        any business properly brought before the annual meeting in accordance with
        said
        procedure.
  The
        Chairman of an annual meeting shall, if the facts warrant, determine and
        declare
        to the meeting that business was not properly brought before the meeting
        in
        accordance with the provisions of Section 2.1 and this Section 2.9,
        and if he should so determine he shall so declare to the meeting, and any
        such
        business not properly brought before the meeting shall not be transacted.
  Nothing
        in this Section 2.9 shall affect the right of a stockholder to request
        inclusion of a proposal in the corporation’s proxy statement to the extent that
        such right is provided by an applicable rule of the Securities and Exchange
        Commission.
  **Section 2.10
        Nominations of Persons for Election to the Board of
        Directors.**
  In
        addition to any other applicable requirements, only persons who are nominated
        in
        accordance with the following procedures shall be eligible for election as
        directors. Nominations of persons for election to the Board of Directors
        of the
        corporation may be made at a meeting of stockholders by or at the direction
        of
        the Board of Directors, by any nominating committee or person appointed by
        the
        Board of Directors or by any stockholder of the corporation entitled to vote
        for
        the election of directors at the meeting who complies with the notice procedures
        set forth in this Section 2.10. Such nominations, other than those made by
        or at the direction of the Board of Directors, shall be made pursuant to
        timely
        notice in writing to the Secretary of the corporation. To be timely, a
        stockholder’s notice must be delivered to or mailed and received at the
        principal executive offices of the corporation, not less than 90 days nor
        more than 120 days prior to the date on which the corporation first mailed
        its proxy materials for the previous year’s annual meeting of shareholders (or
        the date on which the corporation mails its proxy materials for the current
        year
        if during the prior year the corporation did not hold an annual meeting or
        if
        the date of the annual meeting was changed more than 30 days from the prior
        year). Such stockholder’s notice shall set forth (a) as to each person whom
        the stockholder proposes to nominate for election or re-election as a director,
        (i) the name, age, business address and residence address of the person,
        (ii) the principal occupation or employment of the person, (iii) the
        class and number of shares of the corporation which are beneficially owned
        by
        the person, and (iv) any other information relating to the person that is
        required to be disclosed in solicitations for proxies for election of directors
        pursuant to Rule 14a under the Securities Exchange Act of 1934; and
        (b) as to the stockholder giving the notice, (i) the name and record
        address of the stockholder, and (ii) the class and number of shares of the
        corporation which are
  7
  beneficially
        owned by the stockholder. The corporation may require any proposed nominee
        to
        furnish such other information as may reasonably be required by the corporation
        to determine the eligibility of such proposed nominee to serve as a director
        of
        the corporation. No person shall be eligible for election as a director of
        the
        corporation unless nominated in accordance with the procedures set forth
        herein.
        These provisions shall not apply to nomination of any persons entitled to
        be
        separately elected by holders of preferred stock.
  The
        Chairman of the meeting shall, if the facts warrant, determine and declare
        to
        the meeting that a nomination was not made in accordance with the foregoing
        procedure, and if he should so determine, he shall so declare to the meeting
        and
        the defective nomination shall be disregarded.
  **Section 2.11
        Stockholder Action by Written Consent Without a Meeting.**
  Unless
        otherwise provided in the Certificate of Incorporation of the corporation,
        any
        action required by the Delaware General Corporation Law to be taken at any
        annual or special meeting of stockholders of a corporation, 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
        or
        consents 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 and who, if the action had been taken at a meeting,
        would
        have been entitled to notice of the meeting if the record date for such meeting
        had been the date that written consents signed by a sufficient number of
        holders
        to take the action were delivered to the corporation as provided in
        Section 228 of the Delaware General Corporation Law. In the event that the
        action which is consented to is such as would have required the filing of
        a
        certificate under any provision of the Delaware General Corporation Law,
        if such
        action had been voted on by stockholders at a meeting thereof, the certificate
        filed under such provision shall state, in lieu of any statement required
        by
        such provision concerning any vote of stockholders, that written consent
        has
        been given in accordance with Section 228 of the Delaware General
        Corporation Law.
  **ARTICLE
        3**
  **DIRECTORS**
  **Section 3.1
        Number and Term of Office.**
  The
        number of directors shall be determined from time to time by resolution of
        the
        Board of Directors, provided the Board shall consist of at least one member.
        No
        reduction of the authorized number of directors shall have the effect of
        removing any director before that director’s term of office expires. With the
        exception of the first Board of Directors, which shall be elected by the
        incorporators, and except as provided in Section 3.3 of this
        Article III, the directors shall be elected by a plurality vote of the
        shares represented in person or by proxy at the
  8
  stockholders
        annual meeting in each year and entitled to vote on the election of directors.
        Elected directors shall hold office until the next annual meeting and until
        their successors shall be duly elected and qualified. Directors need not
        be
        stockholders. If, for any cause, the Board of Directors shall 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.
  **Section 3.2
        Powers.**
  The
        powers of the corporation shall be exercised, its business conducted and
        its
        property controlled by or under the direction of the Board of Directors.
  **Section 3.3
        Vacancies.**
  Vacancies,
        including any vacancies that result from an increase in the number of directors,
        may only be filled as provided in the Certificate of Incorporation of the
        Corporation. Each director so chosen shall hold office until his or her success
        shall be elected and qualified or until such director’s earlier death,
        resignation, retirement or removal from office.
  **Section 3.4
        Resignations and Removals.**
  Directors
        may only be removed as provided in the Certificate of Incorporation of the
        Corporation. Any director may resign at any time upon written notice to the
        Board of Directors or to the Chief Executive Officer, the President or the
        Secretary of the Corporation. Such resignation shall take effect at the time
        specified therein, and unless otherwise specified therein no acceptance of
        such
        resignation shall be necessary to make it effective. The acceptance of a
        resignation shall not be necessary to make it effective.
  **Section 3.5
        Meetings.**
  (a) The
        annual meeting of the Board of Directors shall be held immediately after
        the
        annual stockholders’ meeting and at the place where such meeting is held or at
        the place announced by the Chairman at such meeting. No notice of an annual
        meeting of the Board of Directors shall be necessary, and such meeting shall
        be
        held for the purpose of electing officers and transacting such other business
        as
        may lawfully come before it.
  (b) Except
        as hereinafter otherwise provided, regular meetings of the Board of Directors
        shall be held in the office of the corporation required to be maintained
        pursuant to Section 1.2 of Article I hereof. 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 resolutions of the Board of Directors
        or
        the written consent of all directors.
  (c) 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
        of
        Directors or, if there is no Chairman of the Board of Directors, by the
        President, or by any of the directors.
  9
  (d) Written
        notice of the time and place of all regular and special meetings of the Board
        of
        Directors shall be delivered personally to each director or sent by telegram
        or
        facsimile transmission or other form of electronic transmission at least
        48
        hours before the start of the meeting, or sent by first class mail at least
        120
        hours before the start 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.
  **Section 3.6
        Quorum and Voting.**
  (a) A
        quorum of the Board of Directors shall consist of a majority of the exact
        number
        of directors fixed from time to time in accordance with Section 3.1 of
        Article III of these Bylaws, but not less than one; 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 shall be determined by a vote of a majority of the
        directors present, unless a different vote be required by law, the Certificate
        of Incorporation, or these Bylaws.
  (c) Any
        member of the Board of Directors, or of any committee thereof, may participate
        in a meeting by means of conference telephone or other communication equipment
        by means of which all persons participating in the meeting can hear each
        other,
        and participation in a meeting by such means shall constitute presence in
        person
        at such meeting.
  (d) The
        transactions of any meeting of the Board of Directors, or any committee thereof,
        however called or noticed, or wherever held, shall 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 shall
        sign
        a written waiver of notice, or a consent to holding such meeting, or an approval
        of the minutes thereof. All such waivers, consents or approvals shall be
        filed
        with the corporate records or made a part of the minutes of the meeting.
  **Section 3.7
        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 of such committee, as the case may be,
        consent thereto in writing or by electronic transmission, and such writing
        or
        writings or electronic transmission or transmissions are filed with the minutes
        of proceedings of the Board of Directors or committee. Such filing shall
        be in
        paper form if the minutes are maintained in paper form and shall be in
        electronic form if the minutes are maintained in electronic form.
  10
  **Section 3.8
        Fees and Compensation.**
  Directors
        and members of committees may receive such compensation, if any, for their
        services, and such reimbursement for expenses, as may be fixed or determined
        by
        resolution of the Board of Directors.
  **Section 3.9
        Committees.**
  (a) **Other
        Committees** :
        The
        Board of Directors may, by resolution passed by a majority of the whole Board
        of
        Directors, from time to time appoint committees as may be permitted by law.
        Such
        committees appointed by the Board of Directors shall have such powers and
        perform such duties as may be prescribed by the resolution or resolutions
        creating such committee.
  (b) **Term** :
        The
        members of all committees of the Board of Directors shall serve a term
        coexistent with that of the Board of Directors which shall have appointed
        such
        committee. The Board of Directors, subject to the provisions of subsections
        (a) or (b) of this Section 3.9, may at any time increase or
        decrease the number of members of a committee or terminate the existence
        of a
        committee; provided that no committee shall consist of less than one member.
        The
        membership of a committee member shall terminate on the date of his death
        or
        voluntary resignation, but 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 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.
  (c) **Meetings** :
        Unless
        the Board of Directors shall otherwise provide, regular meetings of the
        Executive Committee or any other committee appointed pursuant to this
        Section 3.9 shall 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 the principal office of the corporation required to be maintained
        pursuant to Section 1.2 of Article I hereof; or at any place which has
        been designated from time to time by resolution of such committee or by written
        consent of all members thereof, 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 after the meeting
        and will be waived by any director by attendance thereat. A majority of the
        authorized number of members of any such committee shall 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 shall be the act of such committee.
  11
  **ARTICLE
        4**
  **OFFICERS**
  **Section 4.1
        Officers Designated.**
  The
        officers of the Corporation shall be elected by the Board of Directors and
        may
        consist of a Chief Executive officer, a President, a Chief Financial Officer,
        one or more Executive Vice Presidents, one or more Senior Vice Presidents,
        one
        or more Vice Presidents, a Secretary, any number of Assistant Secretaries
        and
        such other officers and assistant officers as may be deemed necessary or
        desirable by the Board of Directors. Any number of offices may be held by
        the
        same person unless the certificate of incorporation or these Bylaws otherwise
        provide. In its discretion, the Board of Directors may choose not to fill
        any
        office for any period as it may deem advisable. The Board of Directors may
        also
        elect from among its members a Chairman of the Board of Directors.
  **Section 4.2
        Tenure and Duties of Officers.**
  (a) **General** :
        All
        officers shall hold office at the pleasure of the Board of Directors and
        until
        their successors shall 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. Nothing in these Bylaws shall be construed as creating any kind
        of
        contractual right to employment with the corporation.
  (b) **Duties
        of the Chairman of the Board of Directors** :
        The
        Chairman of the Board of Directors when present shall preside at all meetings
        of
        the stockholders and the Board of Directors. The Chairman of the Board of
        Directors shall perform such other duties and have such other powers as the
        Board of Directors shall designate from time to time.
  (c) **Duties
        of Chief Executive Officer** :
        The
        Chief Executive Officer shall be the chief executive officer of the corporation
        and shall 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 Chief Executive Officer shall perform duties
        commonly incident to the office and perform such other duties and have such
        other powers as the Board of Directors shall designate from time to time.
        The
        Chief Executive Officer shall report directly to the Board of Directors and
        shall have the right to delegate any of his or her powers to any other officer
        or employee and the authority to appoint Vice Presidents of the Corporation.
  (d) **Duties
        of President** :
        The
        President shall preside at all meetings of the stockholders and at all meetings
        of the Board of Directors, unless the Chairman of the Board of Directors
        or
        Chief Executive Officer has been appointed and is present. The President
        shall
        perform duties commonly incident to the office and perform such other duties
        and
        have such other powers as the Board of Directors shall designate from time
        to
        time.
  (e) **Duties
        of Vice-Presidents** :
        The
        Vice-Presidents, in the order of their seniority, may assume and perform
        the
        duties of the President in the absence or disability of the
  12
  President
        or whenever the office of the President is vacant. The Vice-Presidents shall
        perform such other duties and have such other powers as the Board of Directors,
        the Chief Executive Officer or the President shall designate from time to
        time.
  (f) **Duties
        of Secretary** :
        The
        Secretary shall attend all meetings of the stockholders and of the Board
        of
        Directors and any committee thereof, and shall record all acts and proceedings
        thereof in the minute book of the corporation, which may be maintained in
        either
        paper or electronic form. The Secretary shall 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
        shall perform such other duties and have such other powers as the Board of
        Directors, Chief Executive Officer or President shall designate from time
        to
        time. The President may direct any assistant secretary to assume and perform
        the
        duties of the Secretary in the absence or disability of the Secretary, and
        each
        assistant secretary shall perform such other duties and have such other powers
        as the Board of Directors, Chief Executive Officer or the President shall
        designate from time to time.
  (g) **Duties
        of Treasurer/Chief Financial Officer** :
        The
        Treasurer/Chief Financial Officer shall keep or cause to be kept the books
        of
        account of the corporation in a thorough and proper manner, and shall 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 Treasurer/Chief
        Financial Officer, subject to the order of the Board of Directors, shall
        have
        the custody of all funds and securities of the corporation. The Treasurer/Chief
        Financial Officer shall perform all other duties commonly incident to his
        office
        and shall perform such other duties and have such other powers as the Board
        of
        Directors or the President shall designate from time to time. The President
        may
        direct any assistant treasurer to assume and perform the duties of the
        Treasure/Chief Financial Officer in the absence or disability of the
        Treasurer/Chief Financial Officer, and each assistant treasurer shall perform
        such other duties and have such other powers as the Board of Directors or
        the
        President shall designate from time to time.
  **ARTICLE
        5**
  **EXECUTION
        OF CORPORATE INSTRUMENTS, AND**
  **VOTING
        OF SECURITIES OWNED BY THE CORPORATION**
  **Section 5.1
        Execution of Corporate Instruments.**
  (a) 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 any
        corporate instrument or document, or to sign the corporate name without
        limitation, except where otherwise provided by law, and such execution or
        signature shall be binding upon the corporation.
  (b) Unless
        otherwise specifically determined by the Board of Directors or otherwise
        required by law, formal contracts of the corporation, 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, shall be executed,
        signed or endorsed by the Chairman of the Board of Directors (if there be
        such
        an officer appointed) or by the President; such documents may also be executed
        by
  13
  any
        Vice-President and by the Secretary or Treasurer or any assistant secretary
        or
        assistant treasurer. 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.
  (c) 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 shall be signed
        by
        such person or persons as the Board of Directors shall authorize so to do.
  (d) Execution
        of any corporate instrument may be effected in such form, either manual,
        facsimile or electronic signature, as may be authorized by the Board of
        Directors.
  **Section 5.2
        Voting of Securities Owned by Corporation.**
  All
        stock and other securities of other corporations owned or held by the
        corporation for itself or for other parties in any capacity shall be voted,
        and
        all proxies with respect thereto shall 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 (if there be such
        an
        officer appointed), or by the President, or by any Vice-President.
  **ARTICLE
        6**
  **SHARES
        OF STOCK**
  **Section 6.1
        Form and Execution of Certificates.**
  The
        shares of the corporation shall be represented by certificates, provided
        that
        the Board of Directors may provide by resolution or resolutions that some
        or all
        of any or all classes or series of its stock shall be uncertificated shares.
        Any
        such resolution shall not apply to shares represented by a certificate until
        such certificate is surrendered to the corporation. Certificates for the
        shares
        of stock of the corporation shall be in such form as is consistent with the
        Certificate of Incorporation and applicable law. 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 of the Board (if there be such an officer
        appointed), or by the President or any Vice-President and by the Treasurer
        or
        assistant treasurer 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 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 with the same effect
        as if
        he were such officer, transfer agent, or registrar at the date of issue.
        If the
        corporation shall be authorized to issue more than one class of stock or
        more
        than one series of any class, 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 shall be set forth in full or summarized on the
        face
        or back of the certificate which the
  14
  corporation
        shall issue to represent such class or series of stock, provided that, except
        as
        otherwise provided in section 202 of the Delaware General Corporation Law,
        in
        lieu of the foregoing requirements, there may be set forth on the face or
        back
        of the certificate which the corporation shall issue to represent such class
        or
        series of stock, 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.
  **Section 6.2
        Lost Certificates.**
  The
        Board of Directors 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 or destroyed, upon the making of an affidavit of
        that
        fact by the person claiming the certificate of stock to be lost 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 or destroyed certificate or
        certificates, or his legal representative, to indemnify the corporation in
        such
        manner as it shall require and/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 or destroyed.
  **Section 6.3
        Transfers.**
  Transfers
        of record of shares of stock of the corporation shall be made only upon its
        books by the holders thereof, in person or by attorney duly authorized, and
        upon
        the surrender of a certificate or certificates for a like number of shares,
        properly endorsed.
  **Section 6.4
        Fixing Record Dates.**
  (a) 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 a record date, which record date shall not precede the
        date
        upon which the resolution fixing the record date is adopted by the Board
        of
        Directors, and which record date shall not be more than 60 nor less than
        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 shall be at the close of
        business on the day next preceding the day on which notice is given, or,
        if
        notice is waived, at the close of business on the day next preceding the
        date on
        which the meeting is held. A determination of stockholders of record entitled
        notice of or to vote at a meeting of stockholders shall apply to any adjournment
        of the meeting; provided, however, that the Board of Directors may fix a
        new
        record date for the adjourned meeting.
  (b) In
        order that the corporation may determine the stockholders entitled to consent
        to
        corporate action in writing or by electronic transmission without a meeting,
        the
        Board of Directors may fix a record date, which record date shall not precede
        the date upon which the resolution fixing the record date is adopted by the
        Board of Directors, and which date shall not be more than 10 days after the
        date upon which the resolution fixing the record date is adopted by the Board
        of
        Directors. If no record date has been fixed by the Board of Directors, the
        record date for determining stockholders entitled to consent to corporate
        action
        in writing or by electronic transmission without a meeting, when no prior
        action
        by the Board of Directors is required by the
  15
  Delaware
        General Corporation Law, shall be the first date on which a signed written
        consent or electronic transmission setting forth the action taken or proposed
        to
        be taken is delivered to the corporation by delivery to its registered office
        in
        Delaware, its principal place of business, or an officer or agent of the
        corporation having custody of the book in which proceedings of meetings of
        stockholders are recorded; provided that any such electronic transmission
        shall
        satisfy the requirements of Section 2.11(b) and, unless the Board of
        Directors otherwise provides by resolution, no such consent by electronic
        transmission shall be deemed to have been delivered until such consent is
        reproduced in paper form and until such paper form shall be delivered to
        the
        corporation by delivery to its registered office in Delaware, its principal
        place of business or an officer or agent of the corporation having custody
        of
        the book in which proceedings of meetings of stockholders are recorded. Delivery
        made to a corporation’s registered office shall be by hand or by certified or
        registered mail, return receipt requested. If no record date has been fixed
        by
        the Board of Directors and prior action by the Board of Directors is required
        by
        law, the record date for determining stockholders entitled to consent to
        corporate action in writing or by electronic transmission without a meeting
        shall be at the close of business on the day on which the Board of Directors
        adopts the resolution taking such prior action.
  (c) In
        order that the corporation may determine the stockholders entitled to receive
        payment of any dividend or other distribution or allotment of any rights
        or the
        stockholders 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 a record date, which record date shall not
        precede the date upon which the resolution fixing the record date is adopted,
        and which record date shall be not more than 60 days prior to such action.
        If no record date is fixed, the record date for determining stockholders
        for any
        such purpose shall be at the close of business on the day on which the Board
        of
        Directors adopts the resolution relating thereto.
  **Section 6.5
        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 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 Delaware.
  **ARTICLE
        7**
  **OTHER
        SECURITIES OF THE CORPORATION**
  All
        bonds, debentures and other corporate securities of the corporation, other
        than
        stock certificates, may be signed by the Chairman of the Board of Directors
        (if
        there be such an officer appointed), or 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
        Treasurer or an assistant treasurer; provided, however, that where any such
        bond, debenture or other corporate security shall be authenticated by the
        manual
        signature of a trustee under an indenture pursuant to which such bond, debenture
        or other corporate security shall be issued, the
  16
  signature
        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, shall be signed
        by
        the Treasurer or an assistant treasurer 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 shall have signed
        or
        attested any bond, debenture or other corporate security, or whose facsimile
        signature shall appear thereon has ceased to be an officer of the corporation
        before the bond, debenture or other corporate security so signed or attested
        shall 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 shall
        have
        been used thereon had not ceased to be such officer of the corporation.
  **ARTICLE
        8**
  **CORPORATE
        SEAL**
  The
        corporation may adopt a corporate seal, which shall be adopted and which
        may be
        altered by the Board of Directors. The corporation may use the corporate
        seal by
        causing it or a facsimile thereof to be impressed or affixed or in any other
        manner reproduced.
  **ARTICLE
        9**
  **INDEMNIFICATION
        OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS**
  **Section 9.1
        Right to Indemnification.**
  Each
        person who was or is a party or is threatened to be made a party to or is
        involved (as a party, witness, or otherwise), in any threatened, pending,
        or
        completed action, suit, or proceeding, whether civil, criminal, administrative,
        or investigative (hereinafter a “Proceeding”), by reason of the fact that he, or
        a person of whom he is the legal representative, is or was a director, officer,
        employee, or agent 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 the Proceeding
        is
        alleged action in an official capacity as a director, officer, employee,
        or
        agent or in any other capacity while serving as a director, officer, employee,
        or agent (hereafter an “Agent”), shall be indemnified and held harmless by the
        corporation to the fullest extent authorized by the Delaware General Corporation
        Law, as the same exists or may hereafter be amended or interpreted (but,
        in the
        case of any such amendment or interpretation, only to the extent that such
        amendment or interpretation permits the corporation to provide broader
        indemnification rights than were permitted prior thereto) against all expenses,
        liability, and loss (including attorneys’ fees, judgments, fines, ERISA excise
        taxes or penalties, and amounts paid or to be paid in settlement, and any
        interest, assessments, or other charges imposed thereon, and any federal,
        state,
        local, or foreign taxes imposed on any Agent as a result of the actual or
        deemed
        receipt of any payments under this Article) reasonably incurred or suffered
        by
        such person in connection with investigating, defending, being a witness
        in, or
        participating in
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  (including
        on appeal), or preparing for any of the foregoing in, any Proceeding
        (hereinafter “Expenses”). The right to indemnification conferred in this Article
        shall be a contract right.
  **Section 9.2
        Authority to Advance Expenses.**
  Expenses
        incurred by an officer or director (acting in his capacity as such) in defending
        a Proceeding shall be paid by the corporation in advance of the final
        disposition of such Proceeding, provided, however, that if required by the
        Delaware General Corporation Law, as amended, such Expenses shall be advanced
        only upon delivery to the corporation of an undertaking by or on behalf of
        such
        director or officer to repay such amount if it shall ultimately be determined
        that he is not entitled to be indemnified by the corporation as authorized
        in
        this Article or otherwise. Expenses incurred by other Agents of the corporation
        (or by the directors or officers not acting in their capacity as such, including
        service with respect to employee benefit plans) may be advanced upon such
        terms
        and conditions as the Board of Directors deems appropriate. Any obligation
        to
        reimburse the corporation for Expense advances shall be unsecured and no
        interest shall be charged thereon.
  **Section 9.3
        Right of Claimant to Bring Suit.**
  If
        a claim under Section 9.1 or 9.2 of this Article is not paid in full by the
        corporation within 60 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 shall be entitled to be paid also the expense
        (including attorneys’ fees) of prosecuting such claim. It shall be a defense to
        any such action (other than an action brought to enforce a claim for expenses
        incurred in defending a Proceeding in advance of its final disposition where
        the
        required undertaking has been tendered to the corporation) 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. The burden of proving such a defense shall be on the
        corporation. 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 under 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 had not
        met
        such applicable standard of conduct, shall be a defense to the action or
        create
        a presumption that claimant has not met the applicable standard of conduct.
  **Section 9.4
        Provisions Nonexclusive.**
  The
        rights conferred on any person by this Article shall not be exclusive of
        any
        other rights that such person may have or hereafter acquire under any statute,
        provision of the Certificate of Incorporation, agreement, vote of stockholders
        or disinterested directors, or otherwise, both as to action in an official
        capacity and as to action in another capacity while holding such office.
        To the
        extent that any provision of the Certificate of Incorporation, agreement,
        or
        vote of the stockholders or disinterested directors is inconsistent with
        these
        bylaws, the provision, agreement, or vote shall take precedence.
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  **Section 9.5
        Authority to Insure.**
  The
        corporation may purchase and maintain insurance to protect itself and any
        Agent
        against any Expense, whether or not the corporation would have the power
        to
        indemnify the Agent against such Expense under applicable law or the provisions
        of this Article.
  **Section 9.6
        Survival of Rights.**
  The
        rights provided by this Article shall continue as to a person who has ceased
        to
        be an Agent and shall inure to the benefit of the heirs, executors, and
        administrators of such a person.
  **Section 9.7
        Settlement of Claims.**
  The
        corporation shall not be liable to indemnify any Agent under this Article
        (a) for any amounts paid in settlement of any action or claim effected
        without the corporation’s written consent, which consent shall not be
        unreasonably withheld; or (b) for any judicial award if the corporation was
        not given a reasonable and timely opportunity, at its expense, to participate
        in
        the defense of such action.
  **Section 9.8
        Effect of Amendment.**
  Any
        amendment, repeal, or modification of this Article shall not adversely affect
        any right or protection of any Agent existing at the time of such amendment,
        repeal, or modification.
  **Section 9.9
        Subrogation.**
  In
        the event of payment under this Article, the corporation shall be subrogated
        to
        the extent of such payment to all of the rights of recovery of the Agent,
        who
        shall execute all papers required and shall do everything that may be necessary
        to secure such rights, including the execution of such documents necessary
        to
        enable the corporation effectively to bring suit to enforce such rights.
  **Section 9.10
        No Duplication of Payments.**
  The
        corporation shall not be liable under this Article to make any payment in
        connection with any claim made against the Agent to the extent the Agent
        has
        otherwise actually received payment (under any insurance policy, agreement,
        vote, or otherwise) of the amounts otherwise
  **ARTICLE
        10**
  **NOTICES**
  Whenever,
        under any provisions of these Bylaws, notice is required to be given to any
        stockholder, the same shall be given either (1) 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, or (2) by a means of electronic transmission that satisfies
        the requirements of Section 2.4(e) of these Bylaws, and has been consented
        to by the stockholder to whom the notice is given. Any notice required to
        be
        given to any director may
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  be
        given
        by either of the methods hereinabove stated, except that such notice other
        than
        one which is delivered personally, shall be sent to such address or (in the
        case
        of electronic communication) such email address, facsimile telephone number
        or
        other form of electronic address as such director shall have filed in writing
        or
        by electronic communication with the Secretary of the corporation, or, in
        the
        absence of such filing, to the last known post office address of such director.
        If no address of a stockholder or director be known, such notice may be sent
        to
        the office of the corporation required to be maintained pursuant to
        Section 1.2 of Article I hereof. 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,
        director or directors, to whom any such notice or notices was or were given,
        and
        the time and method of giving the same, shall be conclusive evidence of the
        statements therein contained. All notices given by mail, as above provided,
        shall be deemed to have been given as at the time of mailing and all notices
        given by means of electronic transmission shall be deemed to have been given
        as
        at the sending time recorded by the electronic transmission equipment operator
        transmitting the same. It shall 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. 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, shall not be affected
        or
        extended in any manner by the failure of such a stockholder or such director
        to
        receive such notice. Whenever any notice is required to be given under the
        provisions of the statutes or of the Certificate of Incorporation, or of
        these
        Bylaws, a waiver thereof in writing signed by the person or persons entitled
        to
        said notice, or a waiver by electronic transmission by the person entitled
        to
        notice, whether before or after the time stated therein, shall be deemed
        equivalent thereto. 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 lawful, the giving of such notice to
        such
        person shall not be required and there shall 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 shall be taken or held without notice
        to any such person with whom communication is unlawful shall 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 shall
        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.
  **ARTICLE
        11**
  **AMENDMENTS**
  These
        Bylaws may be adopted, amended or repealed by the stockholders entitled to
        vote.
        The Board of Directors shall also have the authority to repeal, alter or
        amend
        these Bylaws or adopt new Bylaws (including, without limitation, the amendment
        of any Bylaws setting forth the number of directors who shall constitute
        the
        whole Board of Directors) by unanimous written consent or at any annual,
        regular, or special meeting of the Board of Directors by the affirmative
        vote of
        a majority of the whole number of directors, subject to the power of the
        stockholders to change or repeal such Bylaws.
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