Exhibit
3.1













BYLAWS




OF




LANTRONIX,
INC.




(a
Delaware corporation)












TABLE
OF CONTENTS




PageARTICLE I
      CORPORATE OFFICES
            11.1
            REGISTERED
      OFFICE
            11.2
            OTHER
      OFFICES
            1ARTICLE II
      MEETINGS OF STOCKHOLDERS
            12.1
            PLACE
      OF MEETINGS
            12.2
            ANNUAL
    MEETING
            12.3
            SPECIAL
      MEETING
            12.4
            NOTICE OF
      STOCKHOLDERS' MEETINGS
            22.5
            ADVANCE NOTICE
      PROCEDURES
            22.6
            MANNER OF GIVING
      NOTICE; AFFIDAVIT OF NOTICE
            62.7
            QUORUM
            62.8
            ADJOURNED MEETING;
      NOTICE
            72.9
            VOTING
            72.10
            WAIVER
      OF NOTICE
            72.11
            STOCKHOLDER
      ACTION BY WRITTEN CONSENT WITHOUT A MEETING
            72.12
            RECORD DATE FOR
      STOCKHOLDER NOTICE; VOTING
            82.13
            PROXIES
            82.14
            LIST OF STOCKHOLDERS
      ENTITLED TO VOTE
            8ARTICLE III
      DIRECTORS
            93.1
            POWERS
            93.2
            NUMBER
      OF DIRECTORS
            93.3
            ELECTION AND TERM OF
      OFFICE OF DIRECTORS
            93.4
            RESIGNATION
      AND VACANCIES
            93.5
            PLACE OF MEETINGS;
      MEETINGS BY TELEPHONE
            93.6
            REGULAR
      MEETINGS
            103.7
            SPECIAL
      MEETINGS; NOTICE
            103.8
            QUORUM
            103.9
            WAIVER
      OF NOTICE
            103.10
            ADJOURNMENT
            113.11
            NOTICE OF
      ADJOURNMENT
            113.12
            BOARD
      ACTION BY WRITTEN CONSENT WITHOUT A MEETING
            113.13
            FEES
      AND COMPENSATION OF DIRECTORS
            113.14
            APPROVAL
      OF LOANS TO DIRECTORS AND OFFICERS
            11ARTICLE IV
      COMMITTEES
            124.1
            COMMITTEES
      OF DIRECTORS
            124.2
            MEETINGS
      AND ACTION OF COMMITTEES
            124.3
            COMMITTEE
      MINUTES
            13  i
  ARTICLE V
      OFFICERS
              135.1
              OFFICERS
              135.2
              ELECTION OF
      OFFICERS
              135.3
              SUBORDINATE
      OFFICERS
              135.4
              REMOVAL AND
      RESIGNATION OF OFFICERS
              135.5
              VACANCIES IN
      OFFICES
              145.6
              CHAIRMAN OF THE
      BOARD
              145.7
              PRESIDENT
              145.8
              VICE
      PRESIDENTS
              145.9
              SECRETARY
              145.10
              CHIEF FINANCIAL
      OFFICER
              15ARTICLE VI
      INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES  AND OTHER
      AGENTS
              156.1
              INDEMNIFICATION OF
      DIRECTORS AND OFFICERS
              156.2
              INDEMNIFICATION OF
      OTHERS
              166.3
              INSURANCE
              16ARTICLE VII
      RECORDS AND REPORTS
              167.1
              MAINTENANCE AND
      INSPECTION OF RECORDS
              177.2
              INSPECTION BY
      DIRECTORS
              177.3
              ANNUAL STATEMENT TO
      STOCKHOLDERS
              177.4
              REPRESENTATION OF
      SHARES OF OTHER CORPORATIONS
              177.5
              CERTIFICATION AND
      INSPECTION OF BYLAWS
              17ARTICLE VIII
      GENERAL MATTERS
              178.1
              RECORD DATE FOR
      PURPOSES OTHER THAN NOTICE AND VOTING
              178.2
              CHECKS; DRAFTS;
      EVIDENCES OF INDEBTEDNESS
              188.3
              CORPORATE
      CONTRACTS AND INSTRUMENTS:  HOW EXECUTED
              188.4
              STOCK
      CERTIFICATES; TRANSFER; PARTLY PAID SHARES
              188.5
              SPECIAL DESIGNATION
      ON CERTIFICATES
              198.6
              LOST
      CERTIFICATES
              198.7
              CONSTRUCTION;
      DEFINITIONS
              19ARTICLE IX
      AMENDMENTS
              209.1
              AMENDMENTS BY
      STOCKHOLDERS AND DIRECTORS
              20






ii







ARTICLE I




CORPORATE
OFFICES





1.1
            REGISTERED
      OFFICE




The
registered office of the corporation shall be in the City of Wilmington, County
of New Castle, State of Delaware.  The name of the registered agent of
the corporation at such location is The Corporation Trust Company.





1.2
            OTHER
      OFFICES




The Board
of Directors may at any time establish branch or subordinate offices at any
place or places where the corporation is qualified to do business.




ARTICLE II




MEETINGS OF
STOCKHOLDERS





2.1
            PLACE OF
      MEETINGS




Meetings
of stockholders shall be held at any place within or outside the State of
Delaware designated by the Board of Directors.  In the absence of any
such designation, stockholders' meetings shall be held at the principal
executive office of the corporation.





2.2
            ANNUAL
      MEETING




The
annual meeting of stockholders shall be held each year on a date and at a time
designated by the Board of Directors.  At the meeting, directors shall
be elected and any other proper business may be transacted.





2.3
            SPECIAL
      MEETING




A special
meeting of the stockholders may be called at any time by the Board, chairperson
of the Board, chief executive officer or president (in the absence of a chief
executive officer), but such special meetings may not be called by any other
person or persons.




No
business may be transacted at such special meeting other than the business
specified in such notice to stockholders.  Nothing contained in this
paragraph of this Section 2.3 shall be construed as limiting, fixing, or
affecting the time when a meeting of stockholders called by action of the Board
may be held.





1




2.4
            NOTICE OF
      STOCKHOLDERS' MEETINGS




All
notices of meetings of stockholders shall be sent or otherwise given in
accordance with Section 2.5 of these bylaws not less than ten (10) nor more
than sixty (60) days before the date of the meeting.  The notice shall
specify the place, date and hour of the meeting and (i) in the case of a
special meeting, the purpose or purposes for which the meeting is called (no
business other than that specified in the notice may be transacted) or
(ii) in the case of the annual meeting, those matters which the Board of
Directors, at the time of giving the notice, intends to present for action by
the stockholders (but any proper matter may be presented at the meeting for such
action).  The notice of any meeting at which directors are to be
elected shall include the name of any nominee or nominees who, at the time of
the notice, the board intends to present for election.





2.5
            ADVANCE NOTICE
      PROCEDURES




(a) Advance
Notice of Stockholder Business




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 brought:  (A)pursuant to the
corporation’s proxy materials with respect to such meeting, (B)by or at the direction of
the board of directors, or (C)by a stockholder of the
corporation who (1)is a stockholder of
record at the time of the giving of the notice required by this
Section 2.5(a) and on the record date for the determination of stockholders
entitled to vote at the annual meeting and (2)has timely complied in
proper written form with the notice procedures set forth in this
Section 2.5(a). In addition, for business to be properly brought before an
annual meeting by a stockholder, such business must be a proper matter for
stockholder action pursuant to these bylaws and applicable law.  For
the avoidance of doubt, clause (C)above shall be the exclusive
means for a stockholder to bring business before an annual meeting of
stockholders.




(i) To comply
with clause (C) of Section 2.5(a) above, a stockholder’s notice must
set forth all information required under this Section 2.5(a) and must be
timely received by the secretary of the corporation.  To be timely, a
stockholder’s notice must be received by the secretary at the principal
executive offices of the corporation not later than the 45th day nor earlier
than the 75th day before the one-year anniversary of the date on which the
corporation first mailed its proxy materials or a notice of availability of
proxy materials (whichever is earlier) for the preceding year’s annual meeting;
provided, however, that in the event
that no annual meeting was held in the previous year or if the date of the
annual meeting is advanced by more than 30 days prior to or delayed by more than
60 days after the one-year anniversary of the date of the previous year’s annual
meeting, then, for notice by the stockholder to be timely, it must be so
received by the secretary not earlier than the close of business on the 120th
day prior to such annual meeting and not later than the close of business on the
later of (i) the 90th day prior to such annual meeting, or (ii) the
tenth day following the day on which Public Announcement (as defined below) of
the date of such annual meeting is first made. In no event shall any adjournment
or postponement of an annual meeting or the announcement thereof commence a new
time period for the giving of a stockholder’s notice as described in this
Section 2.5(a)(i). “Public Announcement” shall mean disclosure in a press
release reported by the Dow Jones News Service, Associated Press or a comparable
national news service or in a document publicly filed by the corporation with
the Securities and Exchange Commission (the “Commission”) pursuant to
Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
or any successor thereto (the “1934 Act”).




2




(ii) To be in
proper written form, a stockholder’s notice to the secretary must set forth as
to each matter of business the stockholder intends to bring before the annual
meeting: (1) a brief description of the business intended to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (2) the name and address, as they appear on the
corporation’s books, of the stockholder proposing such business and any
Stockholder Associated Person (as defined below), (3) the class and number
of shares of the corporation that are held of record or are beneficially owned
by the stockholder or any Stockholder Associated Person and any derivative
positions held or beneficially held by the stockholder or any Stockholder
Associated Person, (4) whether and the extent to which any hedging or other
transaction or series of transactions has been entered into by or on behalf of
such stockholder or any Stockholder Associated Person with respect to any
securities of the corporation, and a description of any other agreement,
arrangement or understanding (including any short position or any borrowing or
lending of shares), the effect or intent of which is to mitigate loss to, or to
manage the risk or benefit from share price changes for, or to increase or
decrease the voting power of, such stockholder or any Stockholder Associated
Person with respect to any securities of the corporation, (5) any material
interest of the stockholder or a Stockholder Associated Person in such business,
and (6) a statement whether either such stockholder or any Stockholder
Associated Person will deliver a proxy statement and form of proxy to holders of
at least the percentage of the corporation’s voting shares required under
applicable law to carry the proposal (such information provided and statements
made as required by clauses (1) through (6), a “Business Solicitation
Statement”).  In addition, to be in proper written form, a
stockholder’s notice to the secretary must be supplemented not later than ten
days following the record date to disclose the information contained in
clauses (3) and (4) above as of the record date.  For purposes of
this Section 2.5, a “Stockholder Associated Person” of any stockholder
shall mean (i) any person controlling, directly or indirectly, or acting in
concert with, such stockholder, (ii) any beneficial owner of shares of
stock of the corporation owned of record or beneficially by such stockholder and
on whose behalf the proposal or nomination, as the case may be, is being made,
or (iii) any person controlling, controlled by or under common control with
such person referred to in the preceding clauses (i) and (ii).




(iii) Without
exception, no business shall be conducted at any annual meeting except in
accordance with the provisions set forth in this Section 2.5(a) and, if
applicable, Section 2.5(b). In addition, business proposed to be brought by
a stockholder may not be brought before the annual meeting if such stockholder
or a Stockholder Associated Person, as applicable, takes action contrary to the
representations made in the Business Solicitation Statement applicable to such
business or if the Business Solicitation Statement applicable to such business
contains an untrue statement of a material fact or omits to state a material
fact necessary to make the statements therein not misleading.  The
chairperson of the annual meeting shall, if the facts warrant, determine and
declare at the annual meeting that business was not properly brought before the
annual meeting and in accordance with the provisions of this
Section 2.5(a), and, if the chairperson should so determine, he or she
shall so declare at the annual meeting that any such business not properly
brought before the annual meeting shall not be conducted.




3




(b) Advance
Notice of Director Nominations at Annual Meetings




Notwithstanding
anything in these bylaws to the contrary, only persons who are nominated in
accordance with the procedures set forth in this Section 2.5(b) shall be
eligible for election or re-election as directors at an annual meeting of
stockholders.  Nominations of persons for election to the board of
directors of the corporation shall be made at an annual meeting of stockholders
only (A)by or at the
direction of the board of directors or (B)by a stockholder of the
corporation who (1)was a stockholder of
record at the time of the giving of the notice required by this
Section 2.5(b) and on the record date for the determination of stockholders
entitled to vote at the annual meeting and (2)has complied with the
notice procedures set forth in this Section 2.5(b). In addition to any
other applicable requirements, for a nomination to be made by a stockholder, the
stockholder must have given timely notice thereof in proper written form to the
secretary of the corporation.




(i) To comply
with clause (B) of Section 2.5(b) above, a nomination to be made by a
stockholder must set forth all information required under this
Section 2.5(b) and must be received by the secretary of the corporation at
the principal executive offices of the corporation at the time set forth in, and
in accordance with, the final three sentences of Section 2.5(a)(i)
above.




(ii) To be in
proper written form, such stockholder’s notice to the secretary must set
forth:




(1) as to
each person (a “nominee”) whom the stockholder proposes to nominate for election
or re-election as a director: (A) the name, age, business address and
residence address of the nominee, (B) the principal occupation or
employment of the nominee, (C) the class and number of shares of the
corporation that are held of record or are beneficially owned by the nominee and
any derivative positions held or beneficially held by the nominee,
(D) whether and the extent to which any hedging or other transaction or
series of transactions has been entered into by or on behalf of the nominee with
respect to any securities of the corporation, and a description of any other
agreement, arrangement or understanding (including any short position or any
borrowing or lending of shares), the effect or intent of which is to mitigate
loss to, or to manage the risk or benefit of share price changes for, or to
increase or decrease the voting power of the nominee, (E) a description of
all arrangements or understandings between the stockholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which
the nominations are to be made by the stockholder, (F) a written statement
executed by the nominee acknowledging that as a director of the corporation, the
nominee will owe a fiduciary duty under Delaware law with respect to the
corporation and its stockholders, and (G) any other information relating to
the nominee that would be required to be disclosed about such nominee if proxies
were being solicited for the election of the nominee as a director, or that is
otherwise required, in each case pursuant to Regulation 14A under the 1934 Act
(including without limitation the nominee’s written consent to being named in
the proxy statement, if any, as a nominee and to serving as a director if
elected); and




(2) as to
such stockholder giving notice, (A) the information required to be provided
pursuant to clauses (2) through (5) of Section 2.5(a)(ii) above, and
the supplement referenced in the second sentence of Section 2.5(a)(ii)
above (except that the references to “business” in such clauses shall instead
refer to nominations of directors for purposes of this paragraph), and
(B) a statement whether either such stockholder or Stockholder Associated
Person will deliver a proxy statement and form of proxy to holders of a number
of the corporation’s voting shares reasonably believed by such stockholder or
Stockholder Associated Person to be necessary to elect such nominee(s) (such
information provided and statements made as required by clauses (A) and (B)
above, a “Nominee Solicitation Statement”).




4




(iii) At the
request of the board of directors, any person nominated by a stockholder for
election as a director must furnish to the secretary of the corporation
(1) that information required to be set forth in the stockholder’s notice
of nomination of such person as a director as of a date subsequent to the date
on which the notice of such person’s nomination was given and (2) such
other information as may reasonably be required by the corporation to determine
the eligibility of such proposed nominee to serve as an independent director of
the corporation or that could be material to a reasonable stockholder’s
understanding of the independence, or lack thereof, of such nominee; in the
absence of the furnishing of such information if requested, such stockholder’s
nomination shall not be considered in proper form pursuant to this
Section 2.5(b).3




(iv) Without
exception, no person shall be eligible for election or re-election as a director
of the corporation at an annual meeting of stockholders unless nominated in
accordance with the provisions set forth in this Section 2.5(b). In
addition, a nominee shall not be eligible for election or re-election if a
stockholder or Stockholder Associated Person, as applicable, takes action
contrary to the representations made in the Nominee Solicitation Statement
applicable to such nominee or if the Nominee Solicitation Statement applicable
to such nominee contains an untrue statement of a material fact or omits to
state a material fact necessary to make the statements therein not
misleading.  The chairperson of the annual meeting shall, if the facts
warrant, determine and declare at the annual meeting that a nomination was not
made in accordance with the provisions prescribed by these bylaws, and if the
chairperson should so determine, he or she shall so declare at the annual
meeting, and the defective nomination shall be disregarded.




(c) Advance
Notice of Director Nominations for Special Meetings




(i) For a
special meeting of stockholders at which directors are to be elected pursuant to
Section 1.2, nominations of persons for election to the board of directors
shall be made only (1) by or at the direction of the board of directors or
(2) by any stockholder of the corporation who (A) is a stockholder of
record at the time of the giving of the notice required by this
Section 2.5(c) and on the record date for the determination of stockholders
entitled to vote at the special meeting and (B) delivers a timely written
notice of the nomination to the secretary of the corporation that includes the
information set forth in Sections 2.5(b)(ii) and 2.5(b)(iii)
above.  To be timely, such notice must be received by the secretary at
the principal executive offices of the corporation not later than the close of
business on the later of the 90th day prior to such special meeting or the tenth
day following the day on which Public Announcement is first made of the date of
the special meeting and of the nominees proposed by the board of directors to be
elected at such meeting.  A person shall not be eligible for election
or re-election as a director at a special meeting unless the person is nominated
(i) by or at the direction of the board of directors or (ii) by a
stockholder in accordance with the notice procedures set forth in this
Section 2.5(c). In addition, a nominee shall not be eligible for election
or re-election if a stockholder or Stockholder Associated Person, as applicable,
takes action contrary to the representations made in the Nominee Solicitation
Statement applicable to such nominee or if the Nominee Solicitation Statement
applicable to such nominee contains an untrue statement of a material fact or
omits to state a material fact necessary to make the statements therein not
misleading.




5




(ii) The
chairperson of the special meeting shall, if the facts warrant, determine and
declare at the meeting that a nomination or business was not made in accordance
with the procedures prescribed by these bylaws, and if the chairperson should so
determine, he or she shall so declare at the meeting, and the defective
nomination or business shall be disregarded.




(d) Other
Requirements and Rights




In
addition to the foregoing provisions of this Section 2.5, a stockholder
must also comply with all applicable requirements of state law and of the 1934
Act and the rules and regulations thereunder with respect to the matters set
forth in this Section 2.5, including, with respect to business such
stockholder intends to bring before the annual meeting that involves a proposal
that such stockholder requests to be included in the corporation’s proxy
statement, the requirements of Rule 14a-8 (or any successor provision) under the
1934 Act. Nothing in this Section 2.5 shall be deemed to affect any right
of the corporation to omit a proposal from the corporation’s proxy statement
pursuant to Rule 14a-8 (or any successor provision) under the 1934
Act.





2.6
            MANNER OF GIVING
      NOTICE; AFFIDAVIT OF NOTICE




Written
notice of any meeting of stockholders shall be given either personally or by
first-class mail or by telegraphic or other written
communication.  Notices not personally delivered shall be sent charges
prepaid and shall be addressed to the stockholder at the address of that
stockholder appearing on the books of the corporation or given by the
stockholder to the corporation for the purpose of notice.  Notice
shall be deemed to have been given at the time when delivered personally or
deposited in the mail or sent by telegram or other means of written
communication.




An
affidavit of the mailing or other means of giving any notice of any
stockholders' meeting, executed by the secretary, assistant secretary or any
transfer agent of the corporation giving the notice, shall be prima facie
evidence of the giving of such notice.





2.7
            QUORUM




The
holders of a majority in voting power of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation.  If, however, such quorum is not present or represented
at any meeting of the stockholders, then either (i) the chairman of the
meeting or (ii) the stockholders entitled to vote thereat, present in
person or represented by proxy, shall have power to adjourn the meeting in
accordance with Section 2.8 of these bylaws.




When a
quorum is present at any meeting, the vote of the holders of a majority of the
stock having voting power present in person or represented by proxy shall decide
any question brought before such meeting, unless the question is one upon which,
by express provision of the laws of the State of Delaware or of the certificate
of incorporation or these bylaws, a different vote is required, in which case
such express provision shall govern and control the decision of the
question.




6




If a
quorum be initially present, the stockholders may continue to transact business
until adjournment, notwithstanding the withdrawal of enough stockholders to
leave less than a quorum, if any action taken is approved by a majority of the
stockholders initially constituting the quorum.





2.8
            ADJOURNED MEETING;
      NOTICE




When a
meeting is adjourned to another time and place, unless these bylaws otherwise
require, notice need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is
taken.  At the adjourned meeting the corporation may transact any
business that might have been transacted at the original meeting.  If
the adjournment is for more than thirty (30) days, or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.





2.9
            VOTING




The
stockholders entitled to vote at any meeting of stockholders shall be determined
in accordance with the provisions of Section 2.12 of these bylaws, subject
to the provisions of Sections 217 and 218 of the General Corporation Law of
the State of Delaware (relating to voting rights of fiduciaries, pledgors and
joint owners, and to voting trusts and other voting agreements).




Except as
may be otherwise provided in the certificate of incorporation or these bylaws,
each stockholder shall be entitled to one vote for each share of capital stock
held by such stockholder.




No
stockholder will be permitted to cumulate votes at any election of
directors.





2.10
            WAIVER OF
      NOTICE




Whenever
notice is required to be given under any provision of the General Corporation
Law of the State of Delaware or of the certificate of incorporation or these
bylaws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice.  Attendance of a person at a meeting shall constitute a waiver
of notice of such meeting, except when the person attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.  Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the stockholders need be specified in any
written waiver of notice unless so required by the certificate of incorporation
or these bylaws.





2.11
            STOCKHOLDER ACTION BY
      WRITTEN CONSENT WITHOUT A
MEETING




No action
that is required or permitted to be taken by the stockholders at any annual or
special meeting of stockholders may be effected by written consent of
stockholders in lieu of a meeting of stockholders.





7





2.12
            RECORD DATE FOR
      STOCKHOLDER NOTICE; VOTING




For
purposes of determining the stockholders entitled to notice of any meeting or to
vote thereat, the Board of Directors may fix, in advance, a record date, which
shall not precede the date upon which the resolution fixing the record date is
adopted by the Board of Directors and which shall not be more than sixty (60)
days nor less than ten (10) days before the date of any such meeting, and in
such event only stockholders of record on the date so fixed are entitled to
notice and to vote, notwithstanding any transfer of any shares on the books of
the corporation after the record date.




If the
Board of Directors does not so fix a record date, 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 business day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the business day next preceding the day on which the
meeting is held.




A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting unless the
Board of Directors fixes a new record date for the adjourned meeting, but the
Board of Directors shall fix a new record date if the meeting is adjourned for
more than thirty (30) days from the date set for the original
meeting.




The
record date for any other purpose shall be as provided in Section 8.1 of
these bylaws.





2.13
            PROXIES




Every
person entitled to vote for directors, or on any other matter, shall have the
right to do so either in person or by one or more agents authorized by a written
proxy signed by the person and filed with the secretary of the corporation, but
no such proxy shall be voted or acted upon after three (3) years from its date
unless the proxy provides for a longer period.  A proxy shall be
deemed signed if the stockholder's name is placed on the proxy (whether by
manual signature, typewriting, telegraphic transmission, telefacsimile or
otherwise) by the stockholder or the stockholder's
attorney-in-fact.  The revocability of a proxy that states on its face
that it is irrevocable shall be governed by the provisions of
Section 212(e) of the General Corporation Law of the State of
Delaware.





2.14
            LIST OF STOCKHOLDERS
      ENTITLED TO VOTE




The
officer who has charge of the stock ledger of the corporation shall prepare and
make, at least ten (10) days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder.  Such list shall
be open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten (10) days
prior to the meeting, either at a place within the city where the meeting is to
be held, which place shall be specified in the notice of the meeting, or, if not
so specified, at the place where the meeting is to be held.  The list
shall also be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is
present.




8




ARTICLE III




DIRECTORS





3.1
            POWERS




Subject
to the provisions of the General Corporation Law of the State of Delaware and
any limitations in the certificate of incorporation and these bylaws relating to
action required to be approved by the stockholders or by the outstanding shares,
the business and affairs of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the Board of
Directors.





3.2
            NUMBER OF
      DIRECTORS




The
authorized number of directors shall be determined from time to time by
resolution of the Board, 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.





3.3
            ELECTION AND TERM OF
      OFFICE OF DIRECTORS




A
director shall hold office from the effective date of such director's election
until the next annual meeting of stockholders and until his or her successor
shall be elected and shall qualify, subject, however, to prior death,
resignation, retirement or removal from office.





3.4
            RESIGNATION AND
      VACANCIES




Any
director may resign effective on giving written notice to the chairman of the
board, the president, the secretary or the Board of Directors, unless the notice
specifies a later time for that resignation to become effective.  If
the resignation of a director is effective at a future time, the Board of
Directors may elect a successor to take office when the resignation becomes
effective.




All
vacancies and newly created directorships in the Board of Directors may be
filled by a majority of the remaining directors, even if less than a quorum, or
by a sole remaining director; provided, that whenever the holders of any class
or classes of stock or series thereof are entitled to elect one or more
directors by the provisions of the certificate of incorporation, vacancies and
newly created directorships of such class or classes or series may be filled by
a majority of the directors elected by such class or classes or series thereof
then in office, or by a sole remaining director so elected.





3.5
            PLACE OF MEETINGS;
      MEETINGS BY TELEPHONE




Regular
meetings of the Board of Directors may be held at any place within or outside
the State of Delaware that has been designated from time to time by resolution
of the Board of Directors.  In the absence of such a designation,
regular meetings shall be held at the principal executive office of the
corporation.  Special meetings of the Board of Directors may be held
at any place within or outside the State of Delaware that has been designated in
the notice of the meeting or, if not stated in the notice or if there is no
notice, at the principal executive office of the corporation.




9




Any
meeting, regular or special, may be held by conference telephone or similar
communication equipment, so long as all directors participating in the meeting
can hear one another; and all such directors shall be deemed to be present in
person at the meeting.





3.6
            REGULAR
      MEETINGS




Regular
meetings of the Board of Directors may be held without notice if the times of
such meetings are fixed by the Board of Directors.





3.7
            SPECIAL MEETINGS;
      NOTICE




Special
meetings of the Board of Directors for any purpose or purposes may be called at
any time by the chairman of the board, the president, any vice president, the
secretary or any two directors.




Notice of
the time and place of special meetings shall be delivered personally or by
telephone to each director or sent by first-class mail or telegram, charges
prepaid, addressed to each director at that director's address as it is shown on
the records of the corporation, or by facsimile or electronic
mail.  If the notice is mailed, it shall be deposited in the United
States mail at least four (4) days before the time of the holding of the
meeting.  If the notice is delivered personally or by telephone or
telegram or by facsimile or electronic mail, it shall be delivered personally or
by telephone or to the telegraph company or by facsimile or electronic mail at
least forty-eight (48) hours before the time of the holding of the
meeting.  Any oral notice given personally or by telephone may be
communicated either to the director or to a person at the office of the director
who the person giving the notice has reason to believe will promptly communicate
it to the director.  The notice need not specify the purpose or the
place of the meeting, if the meeting is to be held at the principal executive
office of the corporation.





3.8
            QUORUM




A
majority of the authorized number of directors shall constitute a quorum for the
transaction of business, except to adjourn as provided in Section 3.10 of
these bylaws.  Every act or decision done or made by a majority of the
directors present at a duly held meeting at which a quorum is present shall be
regarded as the act of the Board of Directors, subject to the provisions of the
Certificate of incorporation and applicable law.




A meeting
at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is approved by
at least a majority of the required quorum for that meeting.





3.9
            WAIVER OF
      NOTICE




Notice of
a meeting need not be given to any director (i) who signs a waiver of
notice or a consent to holding the meeting or an approval of the minutes
thereof, whether before or after the meeting, or (ii) who attends the
meeting without protesting, prior thereto or at its commencement, the lack of
notice to such directors.  All such waivers, consents and approvals
shall be filed with the corporate records or made part of the minutes of the
meeting.  A waiver of notice need not specify the purpose of any
regular or special meeting of the Board of Directors.




10





3.10
            ADJOURNMENT




A
majority of the directors present, whether or not constituting a quorum, may
adjourn any meeting to another time and place.





3.11
            NOTICE OF
      ADJOURNMENT




Notice of
the time and place of holding an adjourned meeting need not be given unless the
meeting is adjourned for more than twenty-four (24) hours.  If the
meeting is adjourned for more than twenty-four (24) hours, then notice of the
time and place of the adjourned meeting shall be given before the adjourned
meeting takes place, in the manner specified in Section 3.7 of these
bylaws, to the directors who were not present at the time of the
adjournment.





3.12
            BOARD ACTION BY
      WRITTEN CONSENT WITHOUT A
MEETING




Any
action required or permitted to be taken by the Board of Directors may be taken
without a meeting, provided that all members of the Board of Directors
individually or collectively consent in writing to that action.  Such
action by written consent shall have the same force and effect as a unanimous
vote of the Board of Directors.  Such written consent and any
counterparts thereof shall be filed with the minutes of the proceedings of the
Board of Directors.





3.13
            FEES AND COMPENSATION
      OF DIRECTORS




Directors
and members of committees may receive such compensation, if any, for their
services and such reimbursement of expenses as may be fixed or determined by
resolution of the Board of Directors.  This Section 3.13 shall
not be construed to preclude any director from serving the corporation in any
other capacity as an officer, agent, employee or otherwise and receiving
compensation for those services.





3.14
            APPROVAL OF LOANS TO
      DIRECTORS AND OFFICERS




The
corporation may lend money to, or guarantee any obligation of, or otherwise
assist any officer or other employee of the corporation or any of its
subsidiaries, including any officer or employee who is a director of the
corporation or any of its subsidiaries, whenever, in the judgment of the
directors, such loan, guaranty or assistance may reasonably be expected to
benefit the corporation.  The loan, guaranty or other assistance may
be with or without interest and may be unsecured, or secured in such manner as
the Board of Directors shall approve, including, without limitation, a pledge of
shares of stock of the corporation.  Nothing contained in this section
shall be deemed to deny, limit or restrict the powers of guaranty or warranty of
the corporation at common law or under any statute.




11




ARTICLE IV




COMMITTEES





4.1
            COMMITTEES OF
      DIRECTORS




The Board
of Directors may, by resolution adopted by a majority of the authorized number
of directors, designate one (1) or more committees, each consisting of one (1)
or more directors of the corporation.  The Board of Directors may
designate one (1) or more directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of the
committee.  The appointment of members or alternate members of a
committee requires the vote of a majority of the authorized number of
directors.  In the absence or disqualification of a member of the
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified
member.  Any committee, to the extent provided in the resolution of
the Board of Directors, or in these bylaws, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the corporation, and may authorize the seal of the corporation to
be affixed to all papers which may require it, but no such committee shall have
the power or authority to:




(a) approve
or adopt, or recommend to the stockholders, any action or matter expressly
required by the General Corporation Law of the State of Delaware to be submitted
to stockholders for approval; or




(b) adopt,
amend or repeal any bylaw of the corporation.





4.2
            MEETINGS AND ACTION OF
      COMMITTEES




Meetings
and actions of committees shall be governed by, and held and taken in accordance
with, the provisions of Article IIIof these bylaws, Section 3.5 (place
of meetings), Section 3.6 (regular meetings), Section 3.7 (special
meetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of
notice), Section 3.10 (adjournment), Section 3.11 (notice of
adjournment), and Section 3.12 (action without meeting), with such changes
in the context of those bylaws as are necessary to substitute the committee and
its members for the Board of Directors and its members; provided, however, that
the time of regular meetings of committees may be determined either by
resolution of the Board of Directors or by resolution of the committee, that
special meetings of committees may also be called by resolution of the Board of
Directors, and that notice of special meetings of committees shall also be given
to all alternate members, who shall have the right to attend all meetings of the
committee.  The Board of Directors may adopt rules for the government
of any committee not inconsistent with the provisions of these
bylaws.




12





4.3
            COMMITTEE
      MINUTES




Each
committee shall keep regular minutes of its meetings and report the same to the
Board of Directors when required.




ARTICLE V




OFFICERS





5.1
            OFFICERS




The
officers of the corporation shall be a president, a secretary and a chief
financial officer.  The corporation may also have, at the discretion
of the Board of Directors, a chairman of the board, one or more vice presidents,
one or more assistant secretaries, one or more assistant treasurers and such
other officers as may be appointed in accordance with the provisions of
Section 5.3 of these bylaws.  Any number of offices may be held
by the same person.





5.2
            ELECTION OF
      OFFICERS




The
officers of the corporation, except such officers as may be appointed in
accordance with the provisions of Section 5.3 or Section 5.5 of these
bylaws, shall be chosen by the Board of Directors, subject to the rights, if
any, of an officer under any contract of employment.





5.3
            SUBORDINATE
      OFFICERS




The Board
of Directors may appoint, or may empower the president to appoint, such other
officers as the business of the corporation may require, each of whom shall hold
office for such period, have such authority and perform such duties as are
provided in these bylaws or as the Board of Directors may from time to time
determine.





5.4
            REMOVAL AND
      RESIGNATION OF OFFICERS




Subject
to the rights, if any, of an officer under any contract of employment, any
officer may be removed, either with or without cause, by the Board of Directors
at any regular or special meeting of the Board of Directors or, except in case
of an officer chosen by the Board of Directors, by any officer upon whom such
power of removal may be conferred by the Board of Directors.




Any
officer may resign at any time by giving written notice to the
corporation.  Any resignation shall take effect at the date of the
receipt of that notice or at any later time specified in that notice; and,
unless otherwise specified in that notice, the acceptance of the resignation
shall not be necessary to make it effective.  Any resignation is
without prejudice to the rights, if any, of the corporation under any contract
to which the officer is a party.




13




5.5
            VACANCIES IN
      OFFICES




A vacancy
in any office because of death, resignation, removal, disqualification or any
other cause shall be filled in the manner prescribed in these bylaws for regular
appointments to that office.




5.6
            CHAIRMAN OF THE
      BOARD




The
chairman of the board, if such an officer be elected, shall, if present, preside
at meetings of the Board of Directors and exercise and perform such other powers
and duties as may from time to time be assigned to the chairman of the board by
the Board of Directors or as may be prescribed by these bylaws.  If
there is no president, then the chairman of the board shall also be the chief
executive officer of the corporation and shall have the powers and duties
prescribed in Section 5.7 of these bylaws.





5.7
            PRESIDENT




Subject
to such supervisory powers, if any, as may be given by the Board of Directors to
the chairman of the board, if there be such an officer, the president shall be
the chief executive officer of the corporation and shall, subject to the control
of the Board of Directors, have general supervision, direction and control of
the business and the officers of the corporation.  The president shall
preside at all meetings of the stockholders and, in the absence or nonexistence
of a chairman of the board, at all meetings of the Board of
Directors.  The president shall have the general powers and duties of
management usually vested in the office of president of a corporation, and shall
have such other powers and duties as may be prescribed by the Board of Directors
or these bylaws.





5.8
            VICE
      PRESIDENTS




In the
absence or disability of the president, the vice presidents, if any, in order of
their rank as fixed by the Board of Directors or, if not ranked, a vice
president designated by the Board of Directors, shall perform all the duties of
the president and when so acting shall have all the powers of, and be subject to
all the restrictions upon, the president.  The vice presidents shall
have such other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board of Directors, these bylaws, the
president or the chairman of the board.





5.9
            SECRETARY




The
secretary shall keep or cause to be kept, at the principal executive office of
the corporation or such other place as the Board of Directors may direct, a book
of minutes of all meetings and actions of directors, committees of directors and
stockholders.  The minutes shall show the time and place of each
meeting, whether regular or special (and, if special, how authorized and the
notice given), the names of those present at directors' meetings or committee
meetings, the number of shares present or represented at stockholders' meetings
and the proceedings thereof.




The
secretary shall keep, or cause to be kept, at the principal executive office of
the corporation or at the office of the corporation's transfer agent or
registrar, as determined by resolution of the Board of Directors, a share
register, or a duplicate share register, showing the names of all stockholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates evidencing such shares, and the number and date of
cancellation of every certificate surrendered for cancellation.




14




The
secretary shall give, or cause to be given, notice of all meetings of the
stockholders and of the Board of Directors required to be given by law or by
these bylaws.  The secretary shall keep the seal of the corporation,
if one be adopted, in safe custody and shall have such other powers and perform
such other duties as may be prescribed by the Board of Directors or by these
bylaws.





5.10
            CHIEF FINANCIAL
      OFFICER




The chief
financial officer shall keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of accounts of the properties and
business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained earnings,
and shares.  The books of account shall at all reasonable times be
open to inspection by any director.




The chief
financial officer shall deposit all money and other valuables in the name and to
the credit of the corporation with such depositaries as may be designated by the
Board of Directors.  The chief financial officer shall disburse the
funds of the corporation as may be ordered by the Board of Directors, shall
render to the president and directors, whenever they request it, an account of
all of such person's transactions as chief financial officer and of the
financial condition of the corporation, and shall have such other powers and
perform such other duties as may be prescribed by the Board of Directors or
these bylaws.




ARTICLE VI




INDEMNIFICATION OF
DIRECTORS, OFFICERS, EMPLOYEES




AND OTHER
AGENTS





6.1
            INDEMNIFICATION OF
      DIRECTORS AND OFFICERS




The
corporation shall, to the maximum extent and in the manner permitted by the
General Corporation Law of the State of Delaware as the same now exists or may
hereafter be amended, indemnify any person against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred in connection with any threatened, pending or completed
action, suit or proceeding in which such person was or is a party or is
threatened to be made a party by reason of the fact that such person is or was a
director or officer of the corporation.  For purposes of this
Section 6.1, a "director" or "officer" of the corporation shall mean any
person (i) who is or was a director or officer of the corporation,
(ii) who is or was serving at the request of the corporation as a director
or officer of another corporation, partnership, joint venture, trust or other
enterprise, or (iii) who was a director or officer of a corporation which
was a predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation.




15




6.2
            INDEMNIFICATION OF
      OTHERS




The
corporation shall have the power, to the maximum extent and in the manner
permitted by the General Corporation Law of the State of Delaware as the same
now exists or may hereafter be amended, to indemnify any person (other than
directors and officers) against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement actually and reasonably incurred in
connection with any threatened, pending or completed action, suit or proceeding,
in which such person was or is a party or is threatened to be made a party by
reason of the fact that such person is or was an employee or agent of the
corporation.  For purposes of this Section 6.2, an "employee" or
"agent" of the corporation (other than a director or officer) shall mean any
person (i) who is or was an employee or agent of the corporation,
(ii) who is or was serving at the request of the corporation as an employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, or (iii) who was an employee or agent of a corporation which
was a predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation.




6.3
            INSURANCE




The
corporation may purchase and maintain insurance on behalf of any person who 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, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person's status as
such, whether or not the corporation would have the power to indemnify such
person against such liability under the provisions of the General Corporation
Law of the State of Delaware.




ARTICLE VII




RECORDS AND
REPORTS




7.1
            MAINTENANCE AND
      INSPECTION OF RECORDS




The
corporation shall, either at its principal executive office or at such place or
places as designated by the Board of Directors, keep a record of its
stockholders listing their names and addresses and the number and class of
shares held by each stockholder, a copy of these bylaws as amended to date,
accounting books and other records of its business and properties.




Any
stockholder of record, in person or by attorney or other agent, shall, upon
written demand under oath stating the purpose thereof, have the right during the
usual hours for business to inspect for any proper purpose the corporation's
stock ledger, a list of its stockholders, and its other books and records and to
make copies or extracts therefrom.  A proper purpose shall mean a
purpose reasonably related to such person's interest as a
stockholder.  In every instance where an attorney or other agent is
the person who seeks the right to inspection, the demand under oath shall be
accompanied by a power of attorney or such other writing that authorizes the
attorney or other agent to so act on behalf of the stockholder.  The
demand under oath shall be directed to the corporation at its registered office
in the State of Delaware or at its principal place of business.




16




7.2
            INSPECTION BY
      DIRECTORS




Any
director shall have the right to examine the corporation's stock ledger, a list
of its stockholders and its other books and records for a purpose reasonably
related to his or her position as a director.




7.3
            ANNUAL STATEMENT TO
      STOCKHOLDERS




The Board
of Directors shall present at each annual meeting, and at any special meeting of
the stockholders when called for by vote of the stockholders, a full and clear
statement of the business and condition of the corporation.




7.4
            REPRESENTATION OF
      SHARES OF OTHER CORPORATIONS




The
chairman of the board, if any, the president, any vice president, the chief
financial officer, the secretary or any assistant secretary of this corporation,
or any other person authorized by the Board of Directors or the president or a
vice president, is authorized to vote, represent and exercise on behalf of this
corporation all rights incident to any and all shares of the stock of any other
corporation or corporations standing in the name of this
corporation.  The authority herein granted may be exercised either by
such person directly or by any other person authorized to do so by proxy or
power of attorney duly executed by such person having the
authority.




7.5
            CERTIFICATION AND
      INSPECTION OF BYLAWS




The
original or a copy of these bylaws, as amended or otherwise altered to date,
certified by the secretary, shall be kept at the corporation's principal
executive office and shall be open to inspection by the stockholders of the
corporation, at all reasonable times during office hours.




ARTICLE VIII




GENERAL
MATTERS




8.1
            RECORD DATE FOR
      PURPOSES OTHER THAN NOTICE AND
VOTING




For
purposes of determining 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 other lawful action, the Board
of Directors may fix, in advance, a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted and
which shall not be more than sixty (60) days before any such
action.  In that case, only stockholders of record at the close of
business on the date so fixed are entitled to receive the dividend, distribution
or allotment of rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after
the record date so fixed, except as otherwise provided in the General
Corporation Law of the State of Delaware.  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.




17




If the
Board of Directors does not so fix a record date, then 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 applicable
resolution.




8.2
            CHECKS; DRAFTS;
      EVIDENCES OF INDEBTEDNESS




From time
to time, the Board of Directors shall determine by resolution which person or
persons may sign or endorse all checks, drafts, other orders for payment of
money, notes or other evidences of indebtedness that are issued in the name of
or payable to the corporation, and only the persons so authorized shall sign or
endorse those instruments.




8.3
            CORPORATE CONTRACTS
      AND INSTRUMENTS:  HOW
EXECUTED




The Board
of Directors, except as otherwise provided in these bylaws, may authorize any
officer or officers, or agent or agents, to enter into any contract or execute
any instrument in the name of and on behalf of the corporation; such authority
may be general or confined to specific instances.




Unless so
authorized or ratified by the Board of Directors or within the agency power of
an officer, no officer, agent or employee shall have any power or authority to
bind the corporation by any contract or engagement or to pledge its credit or to
render it liable for any purpose or for any amount.




8.4
            STOCK CERTIFICATES;
      TRANSFER; PARTLY PAID SHARES




The
shares of the corporation shall be represented by certificates, provided that
the Board of Directors of the corporation 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.  Notwithstanding the adoption of such a resolution by the
Board of Directors, every holder of stock represented by certificates and, upon
request, every holder of uncertificated shares, shall be entitled to have a
certificate signed by, or in the name of the corporation by, the chairperson or
vice-chairperson of the Board of Directors, or the president or vice-president,
and by the treasurer or an assistant treasurer, or the secretary or an assistant
secretary of the corporation representing the number of shares registered in
certificate form.  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 has
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the corporation with the same effect as if such
person were such officer, transfer agent or registrar at the date of
issue.




Upon
surrender to the secretary or transfer agent of the corporation of a certificate
for shares duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of the corporation to
issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.




18




The
corporation may issue the whole or any part of its shares as partly paid and
subject to call for the remainder of the consideration to be paid
therefor.  Upon the face or back of each stock certificate issued to
represent any such partly paid shares, or upon the books and records of the
corporation in the case of uncertificated partly paid shares, the total amount
of the consideration to be paid therefor and the amount paid thereon shall be
stated.  Upon the declaration of any dividend on fully paid shares,
the corporation shall declare a dividend upon partly paid shares of the same
class, but only upon the basis of the percentage of the consideration actually
paid thereon.




8.5
            SPECIAL DESIGNATION ON
      CERTIFICATES




If the
corporation is authorized to issue more than one class of stock or more than one
series of any class, then the powers, the designations, the preferences and the
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 that the corporation shall issue to represent such
class or series of stock; provided, however, that, except as otherwise provided
in Section 202 of the General Corporation Law of the State of Delaware, in
lieu of the foregoing requirements there may be set forth on the face or back of
the certificate that 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, the designations, the preferences
and the 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.




8.6
            LOST
      CERTIFICATES




Except as
provided in this Section 8.6, no new certificates for shares shall be
issued to replace a previously issued certificate unless the latter is
surrendered to the corporation and cancelled at the same time.  The
Board of Directors may, in case any share certificate or certificate for any
other security is lost, stolen or destroyed, authorize the issuance of
replacement certificates or uncertificated shares on such terms and conditions
as the board may require; the board may require indemnification of the
corporation secured by a bond or other adequate security sufficient to protect
the corporation against any claim that may be made against it, including any
expense or liability, on account of the alleged loss, theft or destruction of
the certificate or the issuance of the replacement certificate or uncertificated
shares.




8.7
            CONSTRUCTION;
      DEFINITIONS




Unless
the context requires otherwise, the general provisions, rules of construction,
and definitions in the General Corporation Law of the State
of  Delaware shall govern the construction of these
bylaws.  Without limiting the generality of this provision, the
singular number includes the plural, the plural number includes the singular,
and the term "person" includes both a corporation and a natural
person.




19




ARTICLE IX




AMENDMENTS




9.1
            AMENDMENTS BY
      STOCKHOLDERS AND DIRECTORS




The
original or other bylaws of the corporation may be adopted, amended or repealed
by the stockholders entitled to vote or by the Board of Directors of the
corporation.  The fact that such power has been so conferred upon the
directors shall not divest the stockholders of the power, nor limit their power
to adopt, amend or repeal bylaws, in each case subject to the requirements of
Article IX of the Company's Certificate of Incorporation.




Whenever
an amendment or new bylaw is adopted, it shall be copied in the book of bylaws
with the original bylaws, in the appropriate place.  If any bylaw is
repealed, the fact of repeal with the date of the meeting at which the repeal
was enacted or the filing of the operative written consent(s) shall be stated in
said book.







20





LANTRONIX,
INC.




CERTIFICATE
OF AMENDMENT OF BYLAWS






The
undersigned hereby certifies that he is the duly elected, qualified, and acting
Secretary or Assistant Secretary of Lantronix, Inc., a Delaware corporation and
that the foregoing bylaws, comprising 19 pages, were amended and restated on
November 19, 2008 by the corporation's board of directors.




IN
WITNESS WHEREOF, the undersigned has hereunto set his hand this 19th day of
November, 2008.








/s/