**EXHIBIT 3.1**

**BY-LAWS**

**OF**

**GOSS HOLDINGS, INC.(as of March 27, 2001)**

**A Delaware Corporation**

**ARTICLE I**

**OFFICES**

             SECTION1.     REGISTERED OFFICE – The registeredoffice of the corporation in the State of Delaware shall be located at TheCorporation Trust Center, 1209 Orange Street, Wilmington, Delaware, County ofNew Castle.  The name of thecorporation’s registered agent at such address shall be The Corporation TrustCompany.  The registered office and/orregistered agent of the corporation may be changed from time to time by actionof the Board of Directors.

             SECTION2.     OTHER OFFICES – The corporation mayalso have offices at such other places, both within and without the State ofDelaware, as the Board of Directors may from time to time determine or thebusiness of the corporation may require.

**ARTICLE II**

**MEETINGS OF STOCKHOLDERS**

             SECTION1.     ANNUAL MEETINGS – An annual meetingof stockholders shall be held each year after the close of the immediatelypreceding fiscal year of the corporation for the purpose of electing directorsand conducting such other proper business as may come before the meeting.  The date, time and place of the annualmeeting of stockholders shall be determined by the President of theCorporation; provided, that if the President does not act, the Board ofDirectors shall determine the date, time and place of such meeting.

             SECTION2.     SPECIAL MEETINGS – Special meetingsof stockholders may be called for any purpose and may be held at such time andplace, within or without the State of Delaware, as shall be stated in a noticeof meeting or in a duly executed waiver of notice thereof.  Such meetings may be called at any time bythe Board of Directors or the President and shall be called by the Presidentupon the written request of holders of shares entitled to cast not less than amajority of the votes at the meeting, such written request shall state thepurpose or purposes of the meeting and shall be delivered to the President.

             SECTION3.     PLACE OF MEETINGS – The Board ofDirectors may designate any place, either within or without the State ofDelaware, as the place of meeting for any annual meeting or for any specialmeeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called,the place of meeting shall be the principal executive office of thecorporation.

             SECTION4.     NOTICE – Whenever stockholders arerequired or permitted to take action at a meeting, written or printed noticestating the place, date, time, and, in the case of special meetings, thepurpose or purposes, of such meeting, shall be given to each stockholderentitled to vote at such meeting not less than ten (10) nor more than sixty(60) days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by orat the direction of the Board of Directors, the President or the Secretary, andif mailed, such notice shall be deemed to be delivered when deposited in theUnited States mail, postage prepaid, addressed to the stockholder at his, heror its address as the same appears on the records of the corporation.  Attendance of a person at a meeting shallconstitute a waiver of notice of such meeting, except when the person attendsfor the express purpose of objecting at the beginning of the meeting to thetransaction of any business because the meeting is not lawfully called orconvened.

             SECTION5.     STOCKHOLDERS LIST – The officerhaving charge of the stock ledger of the corporation shall make, at least ten(10) days before every meeting of the stockholders, a complete list of thestockholders entitled to vote at such meeting arranged in alphabetical order,showing the address of each stockholder and the number of shares registered inthe name of each stockholder.  Such listshall be open to the examination of any stockholder, for any purpose germane tothe 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 meetingis to be held, which place shall be specified in the notice of the meeting or,if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept atthe time and place of the meeting during the whole time thereof, and may beinspected by any stockholder who is present.

             SECTION6.     QUORUM – The holders of a majorityof the outstanding shares of capital stock, present in person or represented byproxy, shall constitute a quorum at all meetings of the stockholders, except asotherwise provided by statute or by the Certificate of Incorporation.  If a quorum is not present, the holders of amajority of the shares present in person or represented by proxy at themeeting, and entitled to vote at the meeting, may adjourn the meeting toanother time and/or place.

             SECTION7.     ADJOURNED MEETINGS – When a meetingis adjourned to another time and place, notice need not be given of theadjourned meeting if the time and place thereof are announced at the meeting atwhich the adjournment is taken.  At theadjourned meeting the corporation may transact any business which might havebeen transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after theadjournment a new record date is fixed for the adjourned meeting, a notice ofthe adjourned meeting shall be given to each stockholder of record entitled tovote at the meeting.

             SECTION8.     VOTE REQUIRED – When a quorum ispresent, the affirmative vote of the majority of shares present in person orrepresented by proxy at the meeting and entitled to vote on the subject mattershall be the act of the stockholders, unless the question is one upon which byexpress provisions of an applicable law or of the Certificate of Incorporationa different vote is required, in which case such express provision shall governand control the decision of such question.

             SECTION9.     VOTING RIGHTS – Except as otherwiseprovided by the General Corporation Law of the State of Delaware or by theCertificate of Incorporation of the corporation or any amendments thereto andsubject to Section 3 of Article VI hereof, every stockholder shall at everymeeting of the stockholders be entitled to one (1) vote in person or by proxyfor each share of common stock held by such stockholder.

             SECTION10.   PROXIES – Each stockholder entitledto vote at a meeting of stockholders or to express consent or dissent tocorporate action in writing without a meeting may authorize another person orpersons to act for him or her by proxy, but no such proxy shall be voted oracted upon after three (3) years from its date, unless the proxy provides for alonger period.  A duly executed proxyshall be irrevocable if it states that it is irrevocable and if, and only aslong as, it is coupled with an interest sufficient in law to support anirrevocable power.  A proxy may be madeirrevocable regardless of whether the interest with which it is coupled is aninterest in the stock itself or an interest in the corporation generally.  Any proxy is suspended when the personexecuting the proxy is present at a meeting of stockholders and elects to vote,except that when such proxy is coupled with an interest and the fact of theinterest appears on the face of the proxy, the agent named in the proxy shallhave all voting and other rights referred to in the proxy, notwithstanding thepresence of the person executing the proxy. At each meeting of the stockholders, and before any voting commences,all proxies filed at or before the meeting shall be submitted to and examined bythe Secretary or a person designated by the Secretary, and no shares may berepresented or voted under a proxy that has been found to be invalid orirregular.

             SECTION11.   ACTION BY WRITTEN CONSENT – Unlessotherwise provided in the Certificate of Incorporation, any action required tobe taken at any annual or special meeting of stockholders of the corporation,or any action which may be taken at any annual or special meeting of suchstockholders, may be taken without a meeting, without prior notice and withouta vote, if a consent or consents in writing, setting forth the action so takenand bearing the dates of signature of the stockholders who signed the consentor consents, shall be signed by the holders of outstanding stock having notless than the minimum number of votes that would be necessary to authorize ortake such action at a meeting at which all shares entitled to vote thereon werepresent and voted and shall be delivered to the corporation by delivery to itsregistered office in the State of Delaware, or the corporation’s principal placeof business, or an officer or agent of the corporation having custody of thebook or books in which proceedings of meetings of the stockholders arerecorded.  Delivery made to thecorporation’s registered office shall be by hand or by certified or registeredmail, return receipt requested provided, however, that no consent or consentsdelivered by certified or registered mail shall be deemed delivered until suchconsent or consents are actually received at the registered office.  All consents properly delivered inaccordance with this section shall be deemed to be recorded when sodelivered.  No written consent shall beeffective to take the corporate action referred to therein unless, within sixty(60) days of the earliest dated consent delivered to the corporation asrequired by this section, written consents signed by the holders of asufficient number of shares to take such corporate action are so recorded.  Prompt notice of the taking of the corporateaction without a meeting by less than unanimous written consent shall be givento those stockholders who have not consented in writing.  Any action taken pursuant to such writtenconsent or consents of the stockholders shall have the same force and effect asif taken by the stockholders at a meeting thereof.

**ARTICLE III**

**DIRECTORS**

             SECTION1.     GENERAL POWERS – The business andaffairs of the corporation shall be managed by or under the direction of theBoard of Directors.

             SECTION2.     NUMBER, ELECTION AND TERM OF OFFICE– The number of Directors, which shall constitute the first Board, shall be two(2).  Thereafter, the number ofDirectors shall be established from time to time by resolution of theBoard.  The Directors shall be electedby a plurality of the votes of the shares present in person or represented byproxy at the meeting and entitled to vote in the election of Directors.  The Directors shall be elected in thismanner at the annual meeting of the stockholders, except as provided in Section4 of this Article III.  Each Directorelected shall hold office until a successor is duly elected and qualified oruntil his or her earlier death, resignation or removal as hereinafter provided.

             SECTION3.     REMOVAL AND RESIGNATION – AnyDirector or the entire Board of Directors may be removed at any time, with orwithout cause, by the holders of a majority of the shares then entitled to voteat an election of Directors.  Wheneverthe holders of any class or series are entitled to elect one or more Directorsby the provisions of the corporation’s Certificate of Incorporation, theprovisions of this section shall apply, in respect to the removal without causeof a Director or Directors so elected, to the vote of the holders of theoutstanding shares of that class or series and not to the vote of theoutstanding shares as a whole.  AnyDirector may resign at any time upon written notice to the corporation.

             SECTION4.     VACANCIES – Vacancies and newlycreated Directorships resulting from any increase in the authorized number ofDirectors may be filled by a majority of the Directors then in office, thoughless than a quorum, or by a sole remaining Director.  Each Director so chosen shall hold office until a successor isduly elected and qualified or until his or her earlier death, resignation orremoval as herein provided.

             SECTION5.     ANNUAL MEETINGS – The annualmeeting of each newly elected Board of Directors shall be held without othernotice than this By-Law immediately after, and at the same place as, the annualmeeting of stockholders.

             SECTION6.     OTHER MEETINGS AND NOTICE – Regularmeetings, other than the annual meeting, of the Board of Directors may be heldwithout notice at such time and at such place as shall from time to time bedetermined by resolution of the Board. Special meetings of the Board of Directors may be called by or at therequest of the President on at least twenty-four (24) hours notice to eachDirector, either personally, by telephone, by mail, or by telegraph.

             SECTION7.     QUORUM, REQUIRED VOTE ANDADJOURNMENT – A majority of the total number of Directors shall constitute aquorum for the transaction of business. The vote of a majority of Directors present at a meeting at which aquorum is present shall be the act of the Board of Directors.  If a quorum shall not be present at anymeeting of the Board of Directors, the Directors present thereat may adjournthe meeting from time to time, without notice other than announcement at themeeting, until a quorum shall be present.

             SECTION8.     COMMITTEES – The Board of Directorsmay, by resolution passed by a majority of the whole Board, designate one ormore committees, each committee to consist of one or more of the Directors ofthe corporation, which to the extent provided in such resolution or theseBy-Laws shall have and may exercise the powers of the Board of Directors in themanagement and affairs of the corporation except as otherwise limited bylaw.  The Board of Directors maydesignate one or more Directors as alternate members of any committee, who mayreplace any absent or disqualified member at any meeting of the committee.  Such committee or committees shall have suchname or names as may be determined from time to time by resolution adopted bythe Board of Directors.  Each committeeshall keep regular minutes of its meetings and report the same to the Board ofDirectors when required.

             SECTION9.     COMMITTEE RULES – Each committee ofthe Board of Directors may fix its own rules of procedure and shall hold itsmeetings as provided by such rules, except as may otherwise be provided by aresolution of the Board of Directors designating such committee.  Unless otherwise provided in such aresolution, the presence of at least a majority of the members of the committeeshall be necessary to constitute a quorum. In the event that a member and that member’s alternate, if alternatesare designated by the Board of Directors as provided in Section 8 of thisArticle III, of such committee is or are absent or disqualified, the member ormembers thereof present at any meeting and not disqualified from voting, whetheror not such member or members constitute a quorum, may unanimously appointanother member of the Board of Directors to act at the meeting in place of anysuch absent or disqualified member.

             SECTION10.   COMMUNICATIONS EQUIPMENT – Membersof the Board of Directors or any committee thereof may participate in and actat any meeting of such Board or committee through the use of a conferencetelephone or other communications equipment by means of which all personsparticipating in the meeting can hear each other, and participation in themeeting pursuant to this section shall constitute presence in person at themeeting.

             SECTION11.   WAIVER OF NOTICE AND PRESUMPTION OFASSENT – Any member of the Board of Directors or any committee thereof who ispresent at a meeting shall be conclusively presumed to have waived notice ofsuch meeting except when such member attends for the express purpose ofobjecting at the beginning of the meeting to the transaction of any businessbecause the meeting is not lawfully called or convened.  Such member shall be conclusively presumedto have assented to any action taken unless his or her dissent shall be enteredin the minutes of the meeting or unless his or her written dissent to suchaction shall be filed with the person acting as the Secretary of the meetingbefore the adjournment thereof or shall be forwarded by registered mail to theSecretary of the corporation immediately after the adjournment of themeeting.  Such right to dissent shallnot apply to any member who voted in favor of such action.

             SECTION12.   ACTION BY WRITTEN CONSENT – Unlessotherwise restricted by the Certificate of Incorporation, any action requiredor permitted to be taken at any meeting of the Board of Directors, or of anycommittee thereof, may be taken without a meeting if all members of the Boardor committee, as the case may be, consent thereto in writing, and the writingor writings are filed with the minutes of proceedings of the Board orcommittee.

**ARTICLE IV**

**OFFICERS**

             SECTION1.     NUMBER – The officers of thecorporation shall be elected by the Board of Directors and shall consist of aPresident, one or more Vice Presidents, Secretary, a Treasurer, and such otherofficers and assistant officers as may be deemed necessary or desirable by theBoard of Directors.  Any number ofoffices may be held by the same person. In its discretion, the Board of Directors may choose not to fill anyoffice for any period as it may deem advisable, except that the offices ofPresident and Secretary shall be filled as expeditiously as possible.

             SECTION2.     ELECTION AND TERM OF OFFICE – Theofficers of the corporation shall be elected annually by the Board of Directorsat its first meeting held after each annual meeting of stockholders or as soonthereafter as conveniently may be.  ThePresident shall be elected annually by the Board of Directors at the firstmeeting of the Board of Directors held after each annual meeting ofstockholders or as soon thereafter as conveniently may be.  The President shall appoint other officersto serve for such terms as he or she deems desirable.  Vacancies may be filled or new offices created and filled at anymeeting of the Board of Directors.  Eachofficer shall hold office until a successor is duly elected and qualified oruntil his or her earlier death, resignation or removal as hereinafter provided.

             SECTION3.     REMOVAL – Any officer or agentelected by the Board of Directors may be removed by the Board of Directorswhenever in its judgment the best interests of the corporation would be servedthereby, but such removal shall be without prejudice to the contract rights, ifany, of the person so removed.

             SECTION4.     VACANCIES – Any vacancy occurringin any office because of death, resignation, removal, disqualification orotherwise, may be filled by the Board of Directors for the unexpired portion ofthe term by the Board of Directors then in office.

             SECTION5.     COMPENSATION – Compensation of allofficers shall be fixed by the Board of Directors, and no officer shall beprevented from receiving such compensation by virtue of his or her also being aDirector of the corporation.

             SECTION6.     THE PRESIDENT – The President shallbe the Chief Executive Officer of the corporation; shall preside at allmeetings of the stockholders and Board of Directors at which he is present;subject to the powers of the Board of Directors, shall have general charge ofthe business, affairs and property of the corporation, and control over itsofficers, agents and employees; and shall see that all orders and resolutionsof the Board of Directors are carried into effect.  The President shall execute bonds, mortgages and other contractsrequiring a seal, under the seal of the corporation, except where required orpermitted by law to be otherwise signed and executed and except where thesigning and execution thereof shall be expressly delegated by the Board ofDirectors to some other officer or agent of the corporation.  The President shall have such other powersand perform such other duties as may be prescribed by the Board of Directors oras may be provided in these By-Laws.

             SECTION7.     VICE PRESIDENTS – The VicePresident, or if there shall be more than one, the Vice Presidents in the orderdetermined by the Board of Directors or by the President, shall, in the absenceor disability of the President, act with all of the powers and be subject toall the restrictions of the President. The Vice Presidents shall also perform such other duties and have suchother powers as the Board of Directors, the President or these By-Laws may,from time to time, prescribe.

             SECTION8.     THE SECRETARY AND ASSISTANTSECRETARIES – The Secretary shall attend all meetings of the Board ofDirectors, all meetings of the committees thereof and all meetings of thestockholders and record all the proceedings of the meetings in a book or booksto be kept for that purpose.  Under thePresident’s supervision, the Secretary shall give, or cause to be given, allnotices required to be given by these By-Laws or by law; shall have such powersand perform such duties as the Board of Directors, the President or theseBy-Laws may, from time to time, prescribe; and shall have custody of thecorporate seal of the corporation.  TheSecretary, or an Assistant Secretary, shall have authority to affix the corporateseal to any instrument requiring it and when so affixed, it may be attested byhis signature or by the signature of such Assistant Secretary.  The Board of Directors may give generalauthority to any other officer to affix the seal of the corporation and toattest the affixing by his signature. The Assistant Secretary, or if there be more than one, the AssistantSecretaries in the order determined by the Board of Directors, shall, in theabsence or disability of the Secretary, perform the duties and exercise thepowers of the Secretary and shall perform such other duties and have such otherpowers as the Board of Directors, the President, or Secretary may, from time totime, prescribe.

             SECTION9.     THE TREASURER AND ASSISTANTTREASURER – The Treasurer shall have the custody of the corporate funds andsecurities; shall keep full and accurate accounts of receipts and disbursementsin books belonging to the corporation; shall deposit all monies and othervaluable effects in the name and to the credit of the corporation as may beordered by the Board of Directors; shall cause the funds of the corporation tobe disbursed when such disbursements have been duly authorized, taking propervouchers for such disbursements; and shall render to the President and theBoard of Directors, at its regular meeting or when the Board of Directors sorequires, an account of the corporation; shall have such powers and performsuch duties as the Board of Directors, the President or these By-laws may, fromtime to time prescribe.  If required bythe Board of Directors, the Treasurer shall give the corporation a bond (whichshall be rendered every six (6) years) in such sums and with such surety orsureties as shall be satisfactory to the Board of Directors for the faithfulperformance of the duties of the office of Treasurer and for the restoration tothe corporation, in case of death, resignation, retirements, or removal fromoffice, of all books, papers, vouchers, money, and other property of whateverkind in the possession or under the control of the Treasurer belonging to thecorporation.  The Assistant Treasurer,or if there shall be more than one, the Assistant Treasurers in the orderdetermined by the Board of Directors, shall in the absence or disability of theTreasurer, perform the duties and exercise the powers of the Treasurer.  The Assistant Treasurers shall perform suchother duties and have such other powers as the Board of Directors, thePresident or Treasurer may, from time to time, prescribe.

             SECTION10.   OTHER OFFICERS, ASSISTANT OFFICERSAND AGENTS – Officers, assistant officers and agents, if any, other than thosewhose duties are provided for in these By-Laws, shall have such authority andperform such duties as may from time to time be prescribed by resolution of theBoard of Directors.

             SECTION11.   ABSENCE OR DISABILITY OF OFFICERS –In the case of the absence or disability of any officer of the corporation andof any person hereby authorized to act in such officer’s place during suchofficer’s absence or disability, the Board of Directors may by resolutiondelegate the powers and duties of each officer to any other officer or to anyDirector, or to any other person whom it may select.

**ARTICLE V**

**INDEMNIFICATION OF OFFICERS,DIRECTORS AND OTHERS**

             SECTION1.     NATURE OF INDEMNITY – Each personwho was or is made a party or is threatened to be made a party to or isinvolved in any action, suit or proceeding, whether civil, criminal,administrative or investigative (hereinafter a “proceeding”), by reason of thefact that he, or a person of whom he is the legal representative, is or was aDirector or officer, of the corporation or is or was serving at the request ofthe corporation as a Director, officer, employee, fiduciary, or agent ofanother corporation or of a partnership, joint venture, trust or otherenterprise, shall be indemnified and held harmless by the corporation to thefullest extent which it is empowered to do so unless prohibited from doing soby the General Corporation Law of the State of Delaware, as the same exists ormay hereafter be amended (but, in the case of any such amendment, only to theextent that such amendment permits the corporation to provide broaderindemnification rights than said law permitted the corporation to provide priorto such amendment) against all expense, liability and loss (includingattorneys’ fees actually and reasonably incurred by such person in connectionwith such proceeding) and such indemnification shall inure to the benefit ofhis heirs, executors and administrators; provided, however, that, except asprovided in Section 2 hereof, the corporation shall indemnify any such personseeking indemnification in connection with a proceeding initiated by suchperson only if such proceeding was authorized by the Board of Directors of thecorporation.  The right toindemnification conferred in this Article V shall be a contract right and,subject to Sections 2 and 5 hereof, shall include the right to be paid by thecorporation the expenses incurred in defending any such proceeding in advanceof its final disposition.  Thecorporation may, by action of its Board of Directors, provide indemnificationto employees and agents of the corporation with the same scope and effect asthe foregoing indemnification of Directors and officers.

             SECTION2.     PROCEDURE FOR INDEMNIFICATION OFDIRECTORS AND OFFICERS – Any indemnification of a Director or officer of thecorporation under Section 1 of this Article V or advance of expenses underSection 5 of this Article V shall be made promptly, and in any event withinthirty (30) days, upon the written request of the Director or officer.  If a determination by the corporation thatthe Director or officer is entitled to indemnification pursuant to this ArticleV is required, and the corporation fails to respond within sixty (60) days to awritten request for indemnity, the corporation shall be deemed to have approvedthe request.  If the corporation deniesa written request for indemnification or advancing of expenses, in whole or inpart, or if payment in full pursuant to such request is not made within thirty(30) days, the right to indemnification or advances as granted by this ArticleV shall be enforceable by the Director or officer in any court of competentjurisdiction.  Such person’s costs andexpenses incurred in connection with successfully establishing his right toindemnification, in whole or in part, in any such action shall also beindemnified by the corporation.  Itshall be a defense to any such action (other than an action brought to enforce aclaim for expenses incurred in defending any proceeding in advance of its finaldisposition where the required undertaking, if any, has been tendered to thecorporation) that the claimant has not met the standards of conduct which makeit permissible under the General Corporation Law of the State of Delaware forthe corporation to indemnify the claimant for the amount claimed, but theburden of such defense shall be on the corporation.  Neither the failure of the corporation (including its Board ofDirectors, independent legal counsel, or its stockholders) to have made adetermination prior to the commencement of such action that indemnification ofthe claimant is proper in the circumstances because he has met the applicablestandard of conduct set forth in the General Corporation Law of the State ofDelaware, nor an actual determination by the corporation (including its Boardof Directors, independent legal counsel, or its stockholders) that the claimanthas not met such applicable standard of conduct, shall be a defense to theaction or create a presumption that the claimant has not met the applicablestandard of conduct.

             SECTION3.     ARTICLE NOT EXCLUSIVE – The rightsto indemnification and the payment of expenses incurred in defending aproceeding in advance of its final disposition conferred in this Article Vshall not be exclusive of any other right which any person may have orhereafter acquire under any statute, provision of the Certification ofIncorporation, By-Law, agreement, vote of stockholders or disinterestedDirectors or otherwise.

             SECTION4.     INSURANCE – The corporation maypurchase and maintain insurance on its own behalf and on behalf of any personwho is or was a Director, officer, employee, fiduciary, or agent of thecorporation or was serving at the request of the corporation as a Director,officer, employee or agent of another corporation, partnership, joint venture,trust or other enterprise against any liability asserted against him or her andincurred by him or her in any such capacity, whether or not the corporationwould have the power to indemnify such person against such liability under thisArticle V.

             SECTION5.     EXPENSES – Expenses incurred by anyperson described in Section 1 of this Article V in defending a proceeding shallbe paid by the corporation in advance of such proceeding’s final dispositionunless otherwise determined by the Board of Directors in the specific case uponreceipt of an undertaking by or on behalf of the Director or officer to repaysuch amount if it shall ultimately be determined that he or she is not entitledto be indemnified by the corporation. Such expenses incurred by other employees and agents may be so paid uponsuch terms and conditions, if any, as the Board of Directors deems appropriate.

             SECTION6.     EMPLOYEES AND AGENTS – Persons whoare not covered by the foregoing provisions of this Article V and who are orwere employees or agents of the corporation, or who are or were serving at therequest of the corporation as employees or agents of another corporation,partnership, joint venture, trust or other enterprise, may be indemnified tothe extent authorized at any time or from time to time by the Board ofDirectors.

             SECTION7.     CONTRACT RIGHTS – The provisions ofthis Article V shall be deemed to be a contract right between the corporationand each Director or officer who serves in any such capacity at any time whilethis Article V and the relevant provisions of the General Corporation Law ofthe State of Delaware or other applicable law are in effect, and any repeal ormodification of this Article V or any such law shall not affect any rights orobligations then existing with respect to any state of facts or proceeding thenexisting.

             SECTION8.     MERGER OR CONSOLIDATION – Forpurposes of this Article V, references to “the corporation” shall include, inaddition to the resulting corporation, any constituent corporation (includingany constituent of a constituent) absorbed in a consolidation or merger which,if its separate existence had continued, would have had power and authority toindemnify its Directors, officers, and employees or agents, so that any personwho is or was a Director, officer, employee or agent of such constituentcorporation, or is or was serving at the request of such constituent corporationas a Director, officer, employee or agent of another corporation, partnership,joint venture, trust or other enterprise, shall stand in the same positionunder this Article V with respect to the resulting or surviving corporation ashe or she would have with respect to such constituent corporation if itsseparate existence had continued.

**ARTICLE VI**

**CERTIFICATES OF STOCK**

             SECTION1.     FORM – Every holder of stock in thecorporation shall be entitled to have a certificate, signed by, or in the nameof the corporation by the President or a Vice President and the Secretary or anAssistant Secretary of the corporation, certifying the number of shares of aspecific class or series owned by such holder in the corporation.  If such a certificate is countersigned (1)by a transfer agent or an assistant transfer agent other than the corporationor its employee or (2) by a registrar, other than the corporation or itsemployee, the signature of any such President, Vice President, Secretary, orAssistant Secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimilesignature or signatures have been used on, any such certificate or certificatesshall cease to be such officer or officers of the corporation whether becauseof death, resignation or otherwise before such certificate or certificates havebeen delivered by the corporation, such certificate or certificates maynevertheless be issued and delivered as though the person or persons who signedsuch certificate or certificates or whose facsimile signature or signatureshave been used thereon had not ceased to be such officer or officers of thecorporation.  All certificates forshares shall be consecutively numbered or otherwise identified.  The name of the person to whom the sharesrepresented thereby are issued, with the number of shares and date of issue,shall be entered on the books of the corporation.  Shares of stock of the corporation shall only be transferred onthe books of the corporation by the holder of record thereof or by suchholder’s attorney duly authorized in writing, upon surrender to the corporationof the certificate or certificates for such shares endorsed by the appropriateperson or persons, with such evidence of the authenticity of such endorsement,transfer, authorization, and other matters as the corporation may reasonablyrequire, and accompanied by all necessary stock transfer stamps.  In that event, it shall be the duty of thecorporation to issue a new certificate to the person entitled thereto, cancelthe old certificate or certificates, and record the transaction on itsbooks.  The Board of Directors mayappoint a bank or trust company organized under the laws of the United Statesor any state thereof to act as its transfer agent or registrar, or both inconnection with the transfer of any class or series of securities of thecorporation.

             SECTION2.     LOST CERTIFICATES – The Board ofDirectors may direct a new certificate or certificates to be issued in place ofany certificate or certificates previously issued by the corporation alleged tohave been lost, stolen, or destroyed, upon the making of an affidavit of thatfact by the person claiming the certificate of stock to be lost, stolen, ordestroyed.  When authorizing such issueof a new certificate or certificates, the Board of Directors may, in itsdiscretion and as a condition precedent to the issuance thereof, require theowner of such lost, stolen, or destroyed certificate or certificates, or his orher legal representative, to give the corporation a bond sufficient toindemnify the corporation against any claim that may be made against thecorporation on account of the loss, theft or destruction of any suchcertificate or the issuance of such new certificate.

             SECTION3.     FIXING A RECORD DATE FORSTOCKHOLDER MEETINGS – In order that the corporation may determine thestockholders entitled to notice of or to vote at any meeting of stockholders orany adjournment thereof, the Board of Directors may fix a record date, whichrecord date shall not precede the date upon which the resolution fixing therecord date is adopted by the Board of Directors, and which record date shallnot be more than sixty (60) nor less than ten (10) days before the date of suchmeeting.  If no record date is fixed bythe Board of Directors, the record date for determining stockholders entitledto notice of or to vote at a meeting of stockholders shall be the close ofbusiness on the next day preceding the day on which notice is given, or ifnotice is waived, at the close of business on the day next preceding the day onwhich the meeting is held.  Adetermination of stockholders of record entitled to notice of or to vote at ameeting of stockholders shall apply to any adjournment of the meeting;provided, however, that the Board of Directors may fix a new record date forthe adjourned meeting.

             SECTION4.     FIXING A RECORD DATE FOR ACTION BYWRITTEN CONSENT – In order that the corporation may determine the stockholdersentitled to consent to corporate action in writing without a meeting, the Boardof Directors may fix a record date, which record date shall not precede thedate upon which the resolution fixing the record date is adopted by the Boardof Directors, and which date shall not be more than ten (10) days after thedate upon which the resolution fixing the record date is adopted by the Boardof Directors.  If no record date hasbeen fixed by the Board of Directors, the record date for determiningstockholders entitled to consent to corporate action in writing without ameeting, when no prior action by the Board of Directors is required by statute,shall be the first date on which a signed written consent setting forth theaction taken or proposed to be taken is delivered to the corporation bydelivery to its registered office in the State of Delaware, its principal placeof business, or an officer or agent of the corporation having custody of thebook in which proceedings of meetings of stockholders are recorded.  Delivery made to the corporation’sregistered office shall be by hand or by certified or registered mail, returnreceipt requested.  If no record datehas been fixed by the Board of Directors and prior action by the Board ofDirectors is required by statute, the record date for determining stockholdersentitled to consent to corporate action in writing without a meeting shall beat the close of business on the day on which the Board of Directors adopts theresolution taking such prior action.

             SECTION5.     FIXING A RECORD DATE FOR OTHERPURPOSES – In order that the corporation may determine the stockholdersentitled to receive payment of any dividend or other distribution or allotmentor any rights or the stockholders entitled to exercise any rights in respect ofany change, conversion or exchange of stock, or for the purposes of any otherlawful action, the Board of Directors may fix a record date, which record dateshall not precede the date upon which the resolution fixing the record date isadopted, and which record date shall be not more than sixty (60) days prior tosuch action.  If no record date isfixed, the record date for determining stockholders for any such purpose shallbe at the close of business on the day on which the Board of Directors adoptsthe resolution relating thereto.

             SECTION6.     REGISTERED STOCKHOLDERS – Prior tothe surrender to the corporation of the certificate or certificates for a shareor shares of stock with a request to record the transfer of such share orshares, the corporation may treat the registered owner as the person entitledto receive dividends, to vote, to receive notifications, and otherwise toexercise all the rights and powers of an owner.  The corporation shall not be bound to recognize any equitable orother 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.

             SECTION7.     SUBSCRIPTIONS FOR STOCK – Unlessotherwise provided for in the subscription agreement, subscriptions for sharesshall be paid in full at such time, or in such installments and at such times,as shall be determined by the Board of Directors.  Any call made by the Board of Directors for payment onsubscriptions shall be uniform as to all shares of the same class or as to allshares of the same series.  In case ofdefault in the payment of any installment or call when such payment is due, thecorporation may proceed to collect the amount due in the same manner as anydebt due the corporation.

**ARTICLE VII**

**GENERAL PROVISIONS**

             SECTION1.     DIVIDENDS – Dividends upon thecapital stock of the corporation, subject to the provisions of the Certificateof Incorporation, if any, may be declared by the Board of Directors at anyregular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock,subject to the provisions of the Certificate of Incorporation.  Before payment of any dividend, there may beset aside out of any funds of the corporation available for dividends such sumor sums as the Directors from time to time, in their absolute discretion, thinkproper as a reserve or reserves to meet contingencies, or for equalizingdividends, or for repairing or maintaining any property of the corporation, orany other purpose and the Directors may modify or abolish any such reserve inthe manner in which it was created.

             SECTION2.     CHECKS, DRAFTS OR ORDERS – Allchecks, drafts, or other orders for the payment of money by or to thecorporation and all notes and other evidences of indebtedness issued in thename of the corporation shall be signed by such officer or officers, agent oragents of the corporation, and in such manner, as shall be determined byresolution of the Board of Directors or a duly authorized committee thereof.

             SECTION3.     CONTRACTS – The Board of Directorsmay authorize any officer or officers, or any agent or agents, of thecorporation to enter into any contract or to execute and deliver any instrumentin the name of and on behalf of the corporation, and such authority may begeneral or confined to specific instances.

             SECTION4.     LOANS – The corporation may lendmoney to, or guarantee any obligation of, or otherwise assist any officer orother employee of the corporation or of its subsidiary, including any officeror employee who is a Director of the corporation or its subsidiary, whenever,in the judgment of the Directors, such loan, guaranty or assistance mayreasonably be expected to benefit the corporation.  The loan, guaranty or other assistance may be with or withoutinterest, and may be unsecured, or secured in such manner as the Board ofDirectors shall approve, including, without limitation, a pledge of shares ofstock of the corporation.  Nothing inthis section contained shall be deemed to deny, limit or restrict the powers ofguaranty or warranty of the corporation at common law or under any statute.

             SECTION5.     FISCAL YEAR – The fiscal year ofthe corporation shall be fixed by resolution of the Board of Directors.

             SECTION6.     CORPORATE SEAL – The Board ofDirectors shall provide a corporate seal, which shall be in the form of acircle and shall have inscribed thereon the name of the corporation and thewords “Corporate Seal, Delaware”.  Theseal may be used by causing it or a facsimile thereof to be impressed oraffixed or reproduced or otherwise.

             SECTION7.     VOTING SECURITIES OWNED BYCORPORATION – Voting securities in any other corporation held by thecorporation shall be voted by the President, unless the Board of Directorsspecifically confers authority to vote with respect thereto, which authoritymay be general or confined to specific instances, upon some other person orofficer.  Any person authorized to votesecurities shall have the power to appoint proxies, with general power ofsubstitution.

             SECTION8.     INSPECTION OF BOOKS AND RECORDS –Any stockholder of record, in person or by attorney or other agent, shall, uponwritten demand under oath stating the purpose thereof, have the right duringthe usual hours for business to inspect for any proper purpose thecorporation’s stock ledger, a list of its stockholders, and its other books andrecords, and to make copies or extracts therefrom.  A proper purpose shall mean any purpose reasonably related tosuch person’s interest as a stockholder. In every instance where an attorney or other agent shall be the personwho seeks the right to inspection, the demand under oath shall be accompaniedby a power of attorney or such other writing which authorizes the attorney orother agent to so act on behalf of the stockholder.  The demand under oath shall be directed to the corporation at itsregistered office in the State of Delaware or at its principal place ofbusiness.

             SECTION9.     SECTION HEADINGS – Section headingsin these By-Laws are for convenience of reference only and shall not be givenany substantive effect in limiting or otherwise construing any provisionherein.

             SECTION10.   INCONSISTENT PROVISIONS – In theevent that any provision of these By-Laws is or becomes inconsistent with anyprovision of the Certificate of Incorporation, the General Corporation Law ofthe State of Delaware or any other applicable law, the provision of theseBy-Laws shall not be given any effect to the extent of such inconsistency butshall otherwise be given full force and effect.

**ARTICLE VIII**

**AMENDMENTS**

             TheseBy-Laws may be amended, altered, or repealed and new By-Laws adopted at anymeeting of the Board of Directors by a majority vote.  The fact that the power to adopt, amend, alter, or repeal theBy-Laws has been conferred upon the Board of Directors shall not divest thestockholders of the same powers.