**SECOND
      AMENDED AND RESTATED**


**BYLAWS**


**OF**


**SMART
      ONLINE, INC.**





**ARTICLE
      I**





**OFFICES**





**SECTION
      1** **.**  **REGISTERED
      OFFICE** .
      The registered office of the Corporation shall be located at 1209 Orange Street,
      Wilmington, New Castle County, Delaware 19801, or at such other place as the
      Board of Directors shall determine from time to time.





**SECTION
      2** **.**  **PRINCIPAL
      OFFICE AND OTHER OFFICES** .
      The principal office of the Corporation shall be located at such place as the
      Board of Directors may specify from time to time. The Corporation may have
      such
      other offices at such other places, either within or without the State of
      Delaware, as the Board of Directors may from time to time determine, or as
      the
      affairs of the Corporation may require.





**ARTICLE
      II**





**MEETINGS
      OF STOCKHOLDERS**





**SECTION
      1** **.**  **PLACE
      OF MEETING** .
      Meetings of the stockholders of the Corporation shall be held at the such place,
      either within or without the State of Delaware, as may be designated from time
      to time by the Board of Directors, or, if not so designated, then at the
      principal office of the Corporation required to be maintained pursuant to
      Article I, Section 2 hereof. The Board of Directors may, in its sole discretion
      and subject to such guidelines and procedures as the Board of Directors may
      adopt for such meeting, permit stockholders and proxy holders not present at
      such meeting to: (i) participate in such meeting of stockholders; and (ii)
      be
      deemed present in person and vote at such meeting of stockholders, provided
      that: (A) the Corporation shall implement reasonable measures to verify that
      each person deemed present and permitted to vote at the meeting by means of
      remote communication is a stockholder or proxy holder; (B) the Corporation
      shall
      implement reasonable measures to provide stockholders and proxy holders a
      reasonable opportunity to participate in the meeting and to vote on matters
      submitted to the stockholders; and (C) if any stockholder or proxy holder votes
      or takes other action at the meeting by means of remote communication, the
      Corporation shall maintain a record of such vote or other action.





**SECTION
      2** **.**  **ANNUAL
      MEETINGS** .
      The annual meeting of the stockholders shall be held during the month of June
      of
      each year at such time and place as the Board of Directors shall determine,
      at
      which time the stockholders shall elect a Board of Directors and transact such
      other business as may be properly brought before the meeting. Notwithstanding
      the foregoing, the Board of Directors may cause the annual meeting of
      stockholders to be held on such other date in any year as they shall determine
      to be in the best interest of the Corporation, and any business transacted
      at
      said meeting shall have the same validity as if transacted on the date
      designated herein.





**SECTION
      3** **.**  **SPECIAL
      MEETINGS** .
      Special meetings of the stockholders, for any purpose or purposes, unless
      otherwise prescribed by statute or the Amended and Restated Certificate of
      Incorporation, may be called by the Chairman of the Board, Chief Executive
      Officer or President. The President or Secretary shall call a special meeting
      when: (i) requested in writing by any two or more of the directors, or one
      director if only one director is then in office; or (ii) requested in writing
      by
      stockholders owning a majority of the shares entitled to vote. Such written
      request shall state the purpose or purposes of the proposed
      meeting.


1





**SECTION
      4** **.**  **NOTICE** .
      Except as otherwise required by statute or the Certificate of Incorporation,
      written notice of each meeting of the stockholders, whether annual or special,
      shall be served, either personally, by mail or private carrier, or by facsimile,
      electronic mail or other electronic means, upon each stockholder of record
      entitled to vote at such meeting, not less than ten (10) nor more than sixty
      (60) days before the meeting. If mailed, such notice shall be deemed to be
      delivered when deposited in the United States mail addressed to the stockholder
      at his address as it appears on the records of the Corporation, with postage
      thereon prepaid. Notice shall be sent by facsimile, electronic mail or other
      electronic means only to stockholders who have agreed to receive notice by
      electronic means and who have not revoked such agreement. Notice of any meeting
      of stockholders shall state the place, date and hour of the meeting, and, in
      the
      case of a special meeting, the purpose or purposes for which the meeting is
      called. The notice shall also state the means of remote communication, if any,
      by which stockholders and proxy holders may be deemed present in person and
      vote
      at such meeting. Notice of any meeting of stockholders shall not be required
      to
      be given to any stockholder who, in person or by his authorized attorney, either
      before or after such meeting, shall waive such notice in writing. Attendance
      of
      a stockholder at a meeting, either in person or by proxy, shall itself
      constitute waiver of notice and waiver of any and all objections to the place
      and time of the meeting and manner in which it has been called or convened,
      except when a stockholder attends a meeting solely for the purpose of stating,
      at the beginning of the meeting, any such objections to the transaction of
      business. Notice of the time and place of any adjourned meeting need not be
      given otherwise than by the announcement at the meeting at which adjournment
      is
      taken, unless the adjournment is for more than thirty (30) days or after the
      adjournment a new record date is set.





**SECTION
      5** **.**  **PROXIES** .
      A stockholder may attend, represent, and vote his shares at any meeting in
      person, or be represented and have his shares voted for by a proxy which such
      stockholder has (i) duly executed in writing or (ii) transmitted by electronic
      means and which has been authenticated as required by law. No proxy shall be
      valid after three (3) years from the date of its execution unless a longer
      period is expressly provided in the proxy. Each proxy shall be revocable unless
      otherwise expressly provided in the proxy or unless otherwise made irrevocable
      by law.





**SECTION
      6** **.**  **QUORUM** .
      The holders of a majority of the stock issued, outstanding and entitled to
      vote,
      present in person or represented by proxy, shall constitute a quorum at all
      meetings of the stockholders and shall be required for the transaction of
      business, except as otherwise provided by law, by the Certificate of
      Incorporation, or by these Bylaws. When a quorum is present at the original
      meeting, any business which might have been transacted at the original meeting
      may be transacted at an adjourned meeting, even when a quorum is not present
      at
      the adjourned meeting. The stockholders at a meeting at which a quorum is
      initially present may continue to do business until adjournment, notwithstanding
      the withdrawal of sufficient stockholders to leave less than a quorum. If,
      however, such majority shall not be present or represented at any meeting of
      the
      stockholders, the stockholders entitled to vote at such meeting, present in
      person or by proxy, shall have the power to adjourn the meeting from time to
      time, without notice other than announcement at the meeting unless the
      adjournment is for more than thirty (30) days or after the adjournment a new
      record date is set, until the required amount of voting stock shall be present.
      At such adjourned meeting at which a quorum shall be present in person or by
      proxy, any business may be transacted that might have been transacted at the
      meeting originally called.





**SECTION
      7** **.**  **VOTING
      OF SHARES** .
      Each outstanding share of voting capital stock of the Corporation shall be
      entitled to one vote on each matter submitted to a vote at a meeting of the
      stockholders, except as otherwise provided in the Amended and Restated
      Certificate of Incorporation. The vote by the holders of a majority of the
      shares voted on any matter at a meeting of stockholders at which a


2


quorum
      is present shall be the act of the stockholders on that matter, unless the
      vote
      of a greater number is required by law, by the Amended and Restated Certificate
      of Incorporation, or by these Bylaws; provided, however, that directors shall
      be
      elected by a plurality of the votes of the shares present in person or
      represented by proxy at the meeting and entitled to vote on the election of
      directors. Voting on all matters except the election of directors shall be
      by
      voice vote or show of hands unless the holders of ten percent (10%) of the
      shares represented at the meeting shall, prior to voting on any matter, demand
      a
      written ballot on that particular matter. All elections of directors shall
      be by
      written ballot, unless otherwise provided in the Amended and Restated
      Certificate of Incorporation. Shares of its own stock owned by the Corporation,
      directly or indirectly, through a subsidiary or otherwise, shall not be voted
      and shall not be counted in determining the number of shares entitled to vote;
      except that shares held in a fiduciary capacity may be voted and shall be
      counted except to the extent provided by law.





**SECTION
      8** **.**  **ACTION
      WITHOUT MEETING** **.**





(a) Any
      action required or permitted to be taken at any annual or special meeting of
      the
      stockholders, may be taken without a meeting, without prior notice and without
      a
      vote, if a consent or consents in writing, setting forth the action so taken,
      are signed by the holders of outstanding stock having not less than the minimum
      number of votes that would be necessary to authorize or take such action at
      a
      meeting at which all shares entitled to vote thereon were present and
      voted.





(b) Every
      written consent shall bear the date of signature of each stockholder who signs
      the consent, and no consent shall be effective to take the corporate action
      referred to in such consent unless, within sixty (60) days of the earliest
      dated
      consent delivered to the Corporation in the manner required in these Bylaws,
      written consents signed by a sufficient number of stockholders to take action
      are delivered to the Corporation by delivery to its registered office in the
      State of Delaware, its principal place of business or an officer or agent of
      the
      Corporation having custody of the book in which proceedings of meetings of
      stockholders are recorded. Delivery made to the Corporation's registered office
      shall be by hand or by certified or registered mail, return receipt
      requested.





(c) A
      telegram, electronic mail or other electronic transmission consenting to action
      to be taken and transmitted by a stockholder or proxy holder, or by a person
      or
      persons authorized to act for a stockholder or proxy holder, shall be deemed
      to
      be written, signed and dated, as required by Section 228 of the General
      Corporation Law of Delaware and by these Bylaws, provided that any such
      telegram, electronic mail or other electronic transmission sets forth or is
      delivered with information from which the Corporation can determine: (i) that
      the telegram, electronic mail or other electronic transmission was transmitted
      by the stockholder, proxy holder or person authorized to act for the stockholder
      or proxy holder; and (ii) the date on which such stockholder, proxy holder
      or
      authorized person(s) transmitted such telegram, electronic mail or other
      electronic transmission. The date on which such telegram, electronic mail or
      other electronic transmission is transmitted shall be deemed to be the date
      on
      which such consent was signed. Unless otherwise provided by resolution of the
      Board of Directors, no consent given by telegram, electronic mail or other
      electronic transmission shall be deemed to have been delivered until such
      consent is reproduced in paper form and until such paper form shall be delivered
      to the Corporation by delivery to its registered office, its principal place
      of
      business or an officer or agent of the Corporation having custody of the book
      in
      which proceedings of meetings of stockholders are recorded. Delivery made to
      the
      Corporation's registered office shall be made by and or by certified or
      registered mail, return receipt requested.





(d) Prompt
      notice of the taking of the corporate action without a meeting by less than
      unanimous written consent shall be given to those stockholders who have not
      consented in writing. If the action which is consented to is such as would
      have
      required the filing of a certificate under any section of the General
      Corporation Law of Delaware if such action had been voted on by the stockholders
      at a meeting thereof, then the certificate filed under such section shall state,
      in lieu of
      any statement required by such section concerning any vote of stockholders,
      that
      written notice and written consent have been given as provided in Section 228
      of
      the General Corporation Law of Delaware.


3





**SECTION
      9** **.**  **LIST
      OF STOCKHOLDERS** **.** The Secretary shall prepare and make, at least ten (10) days before every
      meeting of stockholders, a complete alphabetical list of the stockholders
      entitled to vote at the meeting, 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
      specified, at the place where the meeting is to be held. The list shall be
      produced and kept at the time and place of meeting during the whole time
      thereof, and may be inspected by any stockholder who is present.





**SECTION
      10** **.**  **INSPECTORS
      OF ELECTION** **.**





(a) APPOINTMENT
      OF INSPECTORS OF ELECTION .
      In advance of any meeting of stockholders, the Board of Directors may appoint
      any persons, other than nominees for office, as inspectors of election to act
      at
      such meeting or any adjournment thereof. If inspectors of election are not
      so
      appointed, the chairman of any such meeting may appoint inspectors of election
      at the meeting. The number of inspectors shall be either one (1) or three (3).
      In case any person appointed as inspector fails to appear or fails or refuses
      to
      act, the vacancy may be filled by appointment by the Board of Directors in
      advance of the meeting or at the meeting by the person acting as
      chairman.





(b) DUTIES
      OF INSPECTORS .
      The inspectors of elections shall determine the number of shares outstanding
      and
      the voting power of each, the shares represented at the meeting, the existence
      of a quorum, the authenticity, validity and effect of proxies, receive votes,
      ballots or consents, hear and determine all challenges and questions in any
      way
      arising in connection with the right to vote, count and tabulate all votes
      or
      consents, determine the results and do such acts as may be proper to conduct
      the
      election or vote with fairness to all stockholders. The inspectors of election
      shall perform their duties impartially, in good faith, to the best of their
      ability and as expeditiously as possible.





(c) VOTE
      OF INSPECTORS .
      If there are three (3) inspectors of election the decision, act or certificate
      of a majority shall be effective in all respects as the decision, act or
      certificate of all.





(d) REPORT
      OF INSPECTORS .
      On request of the chairman of the meeting, the inspectors shall make a report
      in
      writing of any challenge or question or matter determined by them and shall
      execute a certificate of any fact found by them. Any report or certificate
      made
      by them shall be prima facie evidence of the facts stated therein.





**SECTION
      13** **.**  **NOTICE
      OF STOCKHOLDER BUSINESS AND NOMINATIONS** **.**





(a) Annual
      Meetings of Stockholders.





(i) Nominations
      of persons for election to the Board of Directors and the proposal of business
      to be considered by the stockholders may be made at an annual meeting of
      stockholders: (a) pursuant to the notice of meeting pursuant to Article II,
      Section 4 of these Bylaws; (b) by or at the direction of the Board of Directors;
      or (c) by any stockholder of the Corporation who was a stockholder of record
      at
      the time of giving of notice provided for in this Bylaw (Article II, Section
      13), who is entitled to vote at the meeting and who complies with the notice
      procedures set forth in this Bylaw.


4





(ii) For
      nominations or other business to be properly brought before an annual meeting
      by
      a stockholder pursuant to clause (c) of paragraph (a)(i) of this Bylaw, the
      stockholder must have given timely notice thereof in writing to the Secretary
      of
      the Corporation and such other business must otherwise be a proper matter for
      stockholder action. To be timely, a stockholder's notice shall be delivered
      to
      the secretary at the principal executive offices of the Corporation not later
      than the close of business on the 60th calendar day nor earlier than the close
      of business on the 90th calendar day prior to the first anniversary of the
      preceding year's annual meeting; *provided,
      however,* that in the event that the date of the annual meeting is more than thirty (30)
      calendar days before or more than sixty (60) calendar days after such
      anniversary date, notice by the stockholder to be timely must be so delivered
      not earlier than the close of business on the 90th calendar day prior to such
      annual meeting and not later than the close of business on the later of the
      60th
      calendar day prior to such annual meeting or the 10th calendar day following
      the
      calendar day on which public announcement of the date of such meeting is first
      made by the Corporation. In no event shall the public announcement of an
      adjournment of an annual meeting commence a new time period for the giving
      of a
      stockholder's notice as described above. Such stockholder's notice shall set
      forth: (a) as to each person whom the stockholder proposes to nominate for
      election or reelection as a director all information relating to such person
      that is required to be disclosed in solicitations of proxies for election of
      directors in an election contest, or is otherwise required, in each case
      pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
      (the "Exchange Act") and Rule 14a-11 thereunder (including such person's written
      consent to being named in the proxy statement as a nominee and to serving as
      a
      director if elected); (b) as to any other business that the stockholder proposes
      to bring before the meeting, a brief description of the business desired to
      be
      brought before the meeting, the reasons for conducting such business at the
      meeting and any material interest in such business of such stockholder and
      the
      beneficial owner, if any, on whose behalf the proposal is made; and (c) as
      to
      the stockholder giving the notice and the beneficial owner, if any, on whose
      behalf the nomination or proposal is made, the name and address of such
      stockholder, as they appear on the Corporation's books, and of such beneficial
      owner and the class and number of shares of the Corporation which are owned
      beneficially and of record by such stockholder and such beneficial
      owner.





(b) Special
      Meetings of Stockholders.





(i) Only
      such business shall be conducted at a special meeting of stockholders as shall
      have been brought before the meeting pursuant to the notice of meeting under
      Article II, Section 4 of these Bylaws. If directors are to be elected at a
      special meeting of stockholders pursuant to the notice of meeting, nominations
      of persons for election to the Board of Directors at such meeting may be made
      (a) by or at the direction of the Board of Directors, or (b) by any stockholder
      of the Corporation who is a stockholder of record at the time of giving of
      notice provided for in this Bylaw, who shall be entitled to vote at the meeting
      and who complies with the notice procedures set forth in this
      Bylaw.





(ii) In
      the event a special meeting of stockholders is called for the purpose of
      electing one or more directors to the Board of Directors, any stockholder may,
      pursuant to clause (b)(i) above, nominate a person or persons (as the case
      may
      be) for election to such position(s) as specified in the notice of meeting,
      if
      the stockholder shall have delivered notice containing the information specified
      in paragraph (a)(ii) of this Bylaw to the secretary at the principal executive
      offices of the Corporation not earlier than the close of business on the 90th
      calendar day prior to such special meeting and not later than the close of
      business on the later of the 60th calendar day prior to such special meeting
      or
      the 10th calendar 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. In no event shall the public
      announcement of an adjournment of a special meeting commence a new time period
      for the giving of a stockholder's notice as described above.


5





(c) General.





(i) Only
      such persons who are nominated in accordance with the procedures set forth
      in
      this Bylaw shall be eligible to serve as directors and only such business shall
      be conducted at a meeting of stockholders as shall have been brought before
      the
      meeting in accordance with the procedures set forth in this Bylaw. Except as
      otherwise provided by law, the Amended and Restated Certificate of Incorporation
      or these Bylaws, the chairman of the meeting shall have the power and duty
      to
      determine whether a nomination or any business proposed to be brought before
      the
      meeting was made or proposed, as the case may be, in accordance with the
      procedures set forth in this Bylaw and, if any proposed nomination or business
      is not in compliance with this Bylaw, to declare that such defective proposal
      or
      nomination shall be disregarded.





(ii) For
      purposes of this Bylaw, "public announcement" shall mean disclosure in a press
      release reported in a national news service or in a document publicly filed
      by
      the Corporation with the Securities and Exchange Commission pursuant to Section
      13, 14 or 15(d) of the Exchange Act.





(iii) Notwithstanding
      the foregoing provisions of this Bylaw, a stockholder shall also comply with
      all
      applicable requirements of the Securities Exchange Act of 1934, as amended
      (“Exchange Act”), and the rules and regulations thereunder with respect to the
      matters set forth in this Bylaw. Nothing in this Bylaw shall be deemed to affect
      any rights of stockholders to request inclusion of proposals in the
      Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange
      Act.





**SECTION
      14** **.**  **STOCKHOLDER
      COMMUNICATIONS WITH DIRECTORS** **.** The Board of Directors may from time to time establish or amend the procedures
      for stockholder communications to the Board of Directors. Such procedures shall
      be contained in the Corporation’s proxy statement for its annual shareholders
      meeting or such other communication as the Board may deem appropriate in its
      sole discretion. Any stockholder who desires to send a communication to members
      of the Board shall be required to submit such communication in accordance with
      such procedures. All communications properly submitted under the procedures
      established by the Board of Directors, except those deemed inappropriate as
      provided below, will be delivered to all members of the Board periodically,
      generally in advance of each regularly scheduled Board meeting. The Secretary
      shall not forward communications which (a) are not reasonably related to the
      business of the Company, (b) concern individual grievances or other interests
      that are personal to the stockholder submitting the communication and that
      cannot reasonably be construed to present a matter of concern to stockholders
      generally, or (c) under community standards, contain offensive, scurrilous
      or
      abusive content or that advocate engaging in illegal activities. If the
      Secretary, in his or her judgment, deems a communication inappropriate under
      the
      foregoing criteria, it will be returned to the person who submitted it together
      with a brief explanation of the reason why it has been deemed inappropriate
      for
      delivery.





**ARTICLE
      III**





**BOARD
      OF DIRECTORS**





**SECTION
      1** **.**  **GENERAL
      POWERS** **.** The business and affairs of the Corporation shall be managed by the Board of
      Directors, except as otherwise provided by law, by the Certificate of
      Incorporation of the Corporation or by these Bylaws.


6





**SECTION
      2** **.**  **NUMBER
      AND QUALIFICATIONS** **.** The authorized number of directors shall be determined from time to time by
      resolution of the Board of Directors, provided that the number of directors
      shall be six (6) until otherwise fixed by the Board of Directors and provided
      further that any decrease in the number of directors shall not shorten an
      incumbent director's term of office. Each director shall hold office until
      his
      death, resignation, retirement, removal, disqualification, or his
      successor is elected and qualifies. Directors need not be residents of the
      State
      of Delaware or stockholders of the Corporation.





**SECTION
      3** **.**  **ELECTION
      AND CLASSIFICATION OF DIRECTORS; TERM** **.** The
      directors shall be elected for annual terms at the annual meeting of
      stockholders (or by written consent in lieu of such meeting) and such directors,
      as provided in Section 7 of Article II, shall be elected by a plurality of
      the
      votes of the shares present or represented by proxy at the meeting (or executing
      the written consent in lieu of such meeting) and entitled to vote in the
      election of directors.





**SECTION
      4** **.**  **REMOVAL** **.** At a special meeting of the stockholders called for the purpose and in the
      manner provided in these Bylaws, subject to any limitations imposed by law
      or
      the Amended and Restated Certificate of Incorporation, the Board of Directors,
      or any individual director, may be removed from office, but only for cause,
      and
      a new director or directors elected by a vote of stockholders holding a majority
      of the outstanding shares entitled to vote at an election of
      directors.





**SECTION
      5** **.**  **RESIGNATION** .
      Any director of the Corporation may resign at any time by giving written notice
      to the President or the Secretary of the Corporation. The resignation of any
      director shall take effect upon receipt of such notice or at such later time
      as
      shall be specified in such notice. The acceptance of such resignation shall
      not
      be necessary to make it effective.





**SECTION
      6** **.**  **VACANCIES** **.** Any vacancy in the Corporation's Board of Directors, including, without
      limitation, any vacancy created by an increase in the authorized number of
      directors or resulting from the stockholders' failure to elect the full
      authorized number of directors, may be filled by
      the vote of a majority of the remaining directors then in office, though less
      than a quorum. If the vacant office was held by a director elected by a voting
      group, only the remaining director or directors elected by that voting group
      or
      the holders of shares of that voting group are entitled to fill the vacancy.
      A
      director elected to fill a vacancy shall be elected for the unexpired term
      of
      his predecessor in office. The stockholders may elect a director at any time
      to
      fill a vacancy not filled by the directors.





**SECTION
      7** **.**  **COMPENSATION** **.** The Board of Directors may cause the Corporation to compensate directors for
      their services as directors and may provide for payment by the Corporation
      of
      all expenses incurred by directors in attending regular and special meetings
      of
      the Board.





**ARTICLE
      IV**





**MEETINGS
      OF DIRECTORS**





**SECTION
      1** **.**  **ANNUAL
      AND REGULAR MEETINGS** **.** A
      regular meeting of the Board of Directors shall be held immediately after,
      and
      at the same place as, the annual meeting of stockholders. In addition, the
      Board
      of Directors may provide, by resolution, for the holding of additional regular
      meetings.





**SECTION
      2** **.**  **SPECIAL
      MEETINGS** **.** Special meetings of the Board of Directors may be called by or at the request
      of
      the Chairman of the Board, the President or any two or more directors, or one
      director if only one director is then in office. Such meetings may be held
      at
      the time and place designated in the notice of the meeting.


7








**SECTION
      3** **.**  **NOTICE
      OF MEETINGS** **.**





(a) Regular
      meetings of the Board of Directors may be held without notice. Written notice
      of
      the time and place of all special meetings of the Board of Directors shall
      be
      given no later than 5:00 p.m. in the time zone of the principal office of the
      Corporation on a date after which at least two business days intervene before
      the date of the meeting; such notice need not specify the purpose for which
      the
      meeting is called. Notice of any meeting may be waived in writing at any time
      before or after the meeting and will be waived by any director by attendance
      at
      such meeting, except when the director attends the meeting for the express
      purposes of objecting, at the beginning of the meeting, to the transaction
      of
      any business because the meeting is not lawfully called of convened. Notice
      of
      an adjourned meeting need not be given if the time and place are fixed at the
      meeting adjourning and if the period of adjournment does not exceed ten (10)
      days in any one adjournment.





(b) The
      transaction of all business at any meeting of the Board of Directors, however
      called or noticed, or wherever held, shall be as valid as though had at a
      meeting duly held after regular call and notice, if a quorum be present and
      if,
      either before or after the meeting, each of the directors not present shall
      sign
      a written waiver of notice, or a consent to holding such meeting, or an approval
      of the minutes thereof. Neither the business to be transacted at, nor the
      purpose of, any regular or special meeting of the Board of Directors need be
      specified in any written waiver of notice or consent unless so required by
      the
      Certificate of Incorporation or these Bylaws. All such waivers, consents or
      approvals shall be filed with the corporate records or made a part of the
      minutes of the meetings.





**SECTION
      4** **.**  **QUORUM** **.** At all meetings of the Board of Directors, the presence of a majority of the
      directors then in office shall constitute a quorum for the transaction of
      business. In the absence of a quorum, a majority of the directors present at
      any
      meeting may adjourn from time to time
      until a quorum is constituted. Notice of the time and place of any adjourned
      meeting need only be given by announcement at the meeting at which adjournment
      is taken.





**SECTION
      5** **.**  **MANNER
      OF ACTING** **.** Except as otherwise provided by law, these Bylaws or the Amended and Restated
      Certificate of Incorporation, the act of the majority of the directors present
      at a meeting at which a quorum is present shall be the act of the Board of
      Directors.





**SECTION
      6** **.**  **ACTION
      WITHOUT MEETING** **.** Unless otherwise restricted by the Amended and Restated Certificate of
      Incorporation or these Bylaws, any action required or permitted to be taken
      at
      any meeting of the Board of Directors may be taken without a meeting, if all
      members of the Board of Directors consent in writing, and such writing or
      writings are filed with the minutes of proceedings of the Board of Directors.





**SECTION
      7** **.**  **TELEPHONIC
      MEETINGS** **.** Members of the Board of Directors may participate in a meeting of such Board
      by
      means of conference telephone or similar communications equipment by means
      of
      which all persons participating in the meeting can hear each other and
      participation in a meeting pursuant to this Section shall constitute presence
      in
      person at such meeting.





**ARTICLE
      V**





**COMMITTEES
      OF THE BOARD**





**SECTION
      1** **.**  **CREATION** **.** The Board of Directors may designate one (1) or more directors to constitute
      a
      Executive Committee or other committees, each of which, to the extent authorized
      by law and provided in the resolution shall have and may exercise all of the
      authority delegated to the Executive Committee or other committee by the Board
      of Directors in the management of the Corporation, except as set forth in
      Section 7, below.


8








**SECTION
      2** **.**  **VACANCY** **.** Any permanent vacancy occurring on a committee shall be filled by the Board
      of
      Directors.





**SECTION
      3** **.**  **REMOVAL** **.** Any member of a committee may be removed at any time, with or without cause,
      by
      the Board of Directors.





**SECTION
      4** **.**  **PROCEDURES
      AND MINUTES** **.** Any such committee shall elect a presiding officer from among its members and
      may fix its own rules of procedure, which may not be inconsistent with these
      Bylaws. Each committee shall keep regular minutes of its proceedings and report
      the same to the Board when required.





**SECTION
      5** **.**  **MEETINGS;
      QUORUM** **.** Regular meetings of any such committee may be held without notice at such time
      and place as such committee may fix by resolution. Special meetings of any
      such
      committee may be called by any member thereof upon not less than one (1) days'
      notice stating the place and time of such meeting, which notice may be written
      or oral, and if mailed, shall be deemed delivered when deposited in the United
      States mail addressed to any member of the committee at his business address.
      Any member of the committee may waive notice of meeting and no notice of meeting
      need be given to any member thereof who attends in person. The notice of a
      meeting of a committee need not state the business proposed to be transacted
      at
      the meeting. A majority of the members of any such committee shall constitute
      a
      quorum for the transaction of business at any meeting thereof, and actions
      of
      such committee must be authorized by the affirmative vote of a majority of
      the
      members pursuant to a meeting at which a quorum is present. In the absence
      or
      disqualification of a member of the committee, the member or members present
      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 the place of such absent or disqualified member.





**SECTION
      6** **.**  **RESPONSIBILITY
      OF DIRECTORS** **.** The designation of an Executive Committee or other committee and the delegation
      thereto of authority shall not alone operate to relieve the Board of Directors
      or any member thereof, of any responsibility or liability imposed upon it or
      him
      by law.





**SECTION
      7** **.**  **RESTRICTIONS
      ON COMMITTEES** **.** Neither the Executive Committee nor any other committee shall have the authority
      to: (a) approve or adopt or recommend to the stockholders, any action or matter
      expressly required by the Delaware General Corporation Law to be submitted
      to
      the stockholders for approval; (b) adopt, amend or repeal Bylaws; (c) amend
      the
      Amended and Restated Certificate of Incorporation; (d) authorize distributions;
      (e) fill vacancies on the Board of Directors or on any of its committees, except
      as provided in Section 5, above; (f) approve a plan of merger not requiring
      stockholder approval; (g) authorize or approve reacquisition of shares, except
      according to a formula or method prescribed by the Board of Directors; (h)
      authorize or approve the issuance or sale or contract for sale of shares, or
      determine the designation and relative rights, preferences, and limitations
      of a
      class or series of shares, except within limits specifically prescribed by
      the
      Board of Directors; (i) fix compensation of the directors for serving on the
      Board or on any committee; or (j) amend or repeal any resolution of the Board
      of
      Directors which by its terms shall not be so amendable or
      repealable.





9


**ARTICLE
      VI**





**OFFICERS**





**SECTION
      1** **.**  **OFFICERS** **.** The Board of Directors shall elect a President and a Secretary or Assistant
      Secretary, and may elect or appoint a chief executive officer, one or more
      vice
      presidents, one or more assistant secretaries, a treasurer or chief financial
      officer, and other or additional officers as in its opinion are desirable for
      conduct of the business of the Corporation. The Board of Directors may elect
      from its own membership a Chairman of the Board. The Board of Directors may
      by
      resolution empower any officer or officers of the Corporation to appoint from
      time to time such vice presidents and other or additional officers as in the
      opinion of the officer(s) so empowered by the Board are desirable for the
      conduct of the business of the Corporation. Any two or more offices may be
      held
      by the same person. In no event, however, may an officer act in more than one
      capacity where action of two or more officers is required.





**SECTION
      2** **.**  **ELECTION
      AND TERM** **.** Each officer of the Corporation shall hold office for the term for which he
      is
      elected or appointed, and until his successor has been duly elected or appointed
      and has qualified, or until his death, resignation or removal pursuant to these
      Bylaws. Elections by the Board of Directors may be held at any regular or
      special meeting of the Board.





**SECTION
      3** **.**  **REMOVAL** **.** Any officer elected by the Board may be removed, either with or without cause,
      by a vote of the Board of Directors. Any officer appointed by another officer
      or
      officers may be removed, either with or without cause, by either a vote of
      the
      Board of Directors or by the officer or officers given the power to appoint
      that
      officer. The removal of any person from office shall be without prejudice to
      the
      contract rights, if any, of the person so removed.





**SECTION
      4** **.**  **RESIGNATIONS** **.** Any officer may resign at any time by giving written notice to the Board of
      Directors or to the President or Secretary of the Corporation. Any such
      resignation shall take effect upon receipt of the notice.





**SECTION
      5** **.**  **VACANCIES** **.** A
      vacancy in any office because of death, resignation, removal, disqualification,
      or any other cause, shall be filled for the unexpired portion of the term in
      the
      manner prescribed by these Bylaws for regular appointment or elections to such
      offices.





**SECTION
      6** **.**  **COMPENSATION** **.** The compensation of all officers of the Corporation shall be fixed by the Board
      of Directors, except that the Board may delegate to any officer who has been
      given the power to appoint subordinate officers, the authority to fix the
      salaries of such appointed officers. No officer shall be prevented from
      receiving a salary as an officer by reason of the fact that the officer is
      also
      a member of the Board of Directors.





**SECTION
      7** **.**  **CHAIRMAN
      OF THE BOARD** **.** The
      Chairman of the Board of Directors, if elected, shall preside at all meetings
      of
      the Board of Directors and shall perform such other duties as may be prescribed
      from time to time by the Board of Directors or by these Bylaws.





**SECTION
      8** **.**  **CHIEF
      EXECUTIVE OFFICER** **.** The Chief Executive Officer, if elected, shall be the principal executive
      officer of the Corporation and shall preside at meetings of the Board of
      Directors in the absence of the Chairman of the Board. The Chief Executive
      Officer shall be subject to the control and direction of the Board of Directors,
      and shall supervise and control the management of the Corporation.


10





**SECTION
      9** **.**  **PRESIDENT** **.** If no Chief Executive Officer is elected, the President shall be the principal
      executive officer of the Corporation, and shall preside at meetings of the
      Board
      of Directors in the absence of the Chairman of the Board and the Chief Executive
      Officer. The President shall be subject to the control and direction of the
      Board of Directors, and in general, he shall perform all duties incident to
      the
      office of President and such other duties as may be prescribed by the Board
      of
      Directors, the Chairman of the Board, or the Chief Executive Officer from time
      to time.





**SECTION
      10** **.**  **VICE
      PRESIDENTS** .
      In the absence or disability of the President or in the event of his death,
      inability or refusal to act, the Vice Presidents, in the order of their length
      of service as such, unless otherwise determined by the Board of Directors,
      shall
      perform the duties and exercise the powers of the President. In addition, the
      Vice President shall perform such other duties and have such other powers as
      the
      Board of Directors shall prescribe. Vice Presidents shall not be executive
      officers of the Corporation except as designated by the Board of
      Directors.





**SECTION
      11** **.**  **SECRETARY
      AND ASSISTANT SECRETARY** **.** The Secretary shall attend all meetings of the stockholders and of the Board
      of
      Directors, and shall record all acts and proceedings of such meetings in the
      minute book of the Corporation. The Secretary shall give notice in conformity
      with these Bylaws of all meetings of the stockholders and of all meetings of
      the
      Board of Directors requiring notice. The Secretary shall perform all other
      duties given him in these Bylaws and other duties commonly incident to his
      office and shall also perform such other duties and have such other powers
      as
      the Board of Directors shall designate from time to time. The President may
      direct any Assistant Secretary to assume and perform the duties of the Secretary
      in the absence or disability of the Secretary, and each Assistant Secretary
      shall perform other duties commonly incident to his office and shall also
      perform such other duties and have such other powers as the Board of Directors
      or the President shall designate from time to time.





**SECTION
      12** **.**  **CHIEF
      FINANCIAL OFFICER OR TREASURER AND ASSISTANT TREASURER** **.** The Chief Financial Officer or Treasurer shall keep or cause to be kept the
      books of account of the Corporation in a thorough and proper manner, and shall
      render statements of the financial affairs of the Corporation in such form
      and
      as often as required by the Board of Directors or the President. The Chief
      Financial Officer or Treasurer, subject to the order of the Board of Directors,
      shall have the custody of all funds and securities of the Corporation. The
      Corporation shall mail the annual financial statements, or a written notice
      of
      their availability, to each stockholder within one hundred twenty (120) days
      of
      the close of each fiscal year. The Chief Financial Officer or Treasurer shall
      perform other duties commonly incident to this office and shall also perform
      such other duties and have such other powers as the Board of Directors or the
      President shall designate from time to time. The President may direct any
      Assistant Treasurer to assume and perform the duties of the Chief Financial
      Officer or Treasurer in the absence or disability of the Chief Financial Officer
      or Treasurer, and each Assistant Treasurer shall perform other duties commonly
      incident to this office and shall also perform such other duties and have such
      other powers as the Board of Directors or the President shall designate from
      time to time.





**SECTION
      13** **.**  **CONTROLLER
      AND ASSISTANT CONTROLLER** **.** The Controller, if one has been appointed, shall have charge of the accounting
      affairs of the Corporation and shall have such other powers and perform such
      other duties as the Board of Directors shall designate. Each Assistant
      Controller shall have such powers and perform such duties as may be assigned
      by
      the Board of Directors and the Assistant Controllers shall exercise the powers
      of the Controller during that officer's absence or inability to
      act.





**SECTION
      14** **.**  **DUTIES
      OF OFFICERS MAY BE DELEGATED** **.** In case of the absence of any officer of the Corporation or for any other reason
      that the Board may deem sufficient, the Board may delegate the powers or duties
      of such officer to any other officer or to any director for the time being
      provided a majority of the entire Board of Directors concurs in such
      delegation.





**SECTION
      15** **.**  **BONDS** **.** The Board of Directors may, by resolution, require any or all officers, agents
      and employees of the Corporation to give bond to the Corporation, with
      sufficient securities, conditioned on faithful performance of the duties of
      their respective offices or positions, and to comply with such other conditions
      as may from time to time be required by the Board of Directors.


11








**ARTICLE
      VII**





**CAPITAL
      STOCK AND TRANSFER OF SAME**





**SECTION
      1** **.**  **CERTIFICATES
      FOR SHARES** **.** Certificates representing shares of the Corporation shall be issued, in such
      form as the Board of Directors shall determine, to every stockholder for the
      fully paid shares owned by him. These certificates shall be signed by the
      President or any Vice President or a person who has been designated as the
      chief
      executive officer of the Corporation and by the Secretary, Assistant Secretary,
      Treasurer or Assistant Treasurer and sealed with the seal of the Corporation
      or
      a facsimile thereof. The signatures of any such officers upon a certificate
      may
      be facsimiles or may be engraved or printed or omitted if the certificate is
      countersigned by a transfer agent, or registered by a registrar, other than
      the
      Corporation itself or an employee of the Corporation. In case any officer who
      has signed or whose facsimile or other signature has been placed upon such
      certificate shall have ceased to be such officer before such certificate is
      issued, it may be issued by the Corporation with the same effect as if he were
      such officer at the date of its issue. The certificates shall be consecutively
      numbered or otherwise identified; and the name and address of the persons to
      whom they are issued, with the number of shares and date of issue, shall be
      entered on the stock transfer books of the Corporation.





**SECTION**  **2** .  **TRANSFER
      OF SHARES** **.** Transfer of shares shall be made on the stock transfer books of the Corporation
      only upon surrender of the certificates for the shares sought to be transferred
      by the record holder thereof or by his duly authorized agent, transferee or
      legal representative. All certificates surrendered for transfer shall be
      cancelled before new certificates for the transferred shares shall be
      issued.





**SECTION
      3** **.**  **TRANSFER
      AGENT AND REGISTRAR** **.** The Board of Directors may appoint one or more transfer agents and one or more
      registrars of transfer and may require all stock certificates to be signed
      or
      countersigned by the transfer agent and registered by the registrar of
      transfers.





**SECTION
      4** **.**  **CLOSING
      TRANSFER BOOKS AND FIXING RECORD DATE** **.**





(a)  For
      the purpose of determining the stockholders entitled to notice of or to vote
      at
      any meeting of stockholders or any adjournment thereof, the Board of Directors
      may fix a record date, which record date shall not precede the date upon which
      the resolution fixing the record date is adopted by the Board of Directors,
      and
      which record date shall not be more than sixty (60) nor less than ten (10)
      days
      before the date of such meeting. If no record date is fixed by the Board of
      Directors, such record date shall be at the close of business on the day next
      preceding the day on which notice is given, or, if notice is waived, at the
      close of business on the day next preceding the day on which the meeting is
      held. Such determination of stockholders of record shall apply to any
      adjournment of the meeting; provided, however, that the Board of Directors
      may
      fix a new record date for the adjourned meeting.





(b)  For
      the purpose of determining the stockholders entitled to consent to corporate
      action in writing without a meeting, the Board of Directors may fix a record
      date, which record date shall not precede the date upon which the resolution
      fixing the record date is adopted by the Board of Directors, and which date
      shall not be more than ten (10) days after the date upon which the resolution
      fixing the record date is adopted by the Board of Directors. If no record date
      has been fixed by the Board of Directors, such record date, when no prior action
      by the Board of Directors is required by this chapter, shall be the first date
      on which a signed written consent setting forth the action taken or proposed
      to
      be taken is filed with the Secretary of the Corporation. If no record date
      has
      been fixed by the Board of Directors and prior action by the Board of Directors
      is required by the Delaware Corporation Law, such record date shall be at the
      close of business on the day on which the Board of Directors adopts the
      resolution taking such prior action.


12








(c)  For
      the purpose 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 change, conversion or exchange
      of stock, or for the purpose of any other lawful action, the Board of Directors
      may fix a record date, which record date shall not precede the date upon which
      the resolution fixing the record date is adopted, and which record date shall
      be
      not more than sixty (60) days prior to such action. If no record date is fixed,
      the record date for determining stockholders for any such purpose shall be
      at
      the close of business on the day on which the Board of Directors adopts the
      resolution relating thereto.





**SECTION
      5** **.**  **LOST
      CERTIFICATES** **.** The Board of Directors may authorize the issuance of a new share certificate
      in
      place of a certificate claimed to have been lost or destroyed, upon receipt
      of
      an affidavit of such fact from the person claiming the loss or destruction.
      When
      authorizing such issuance of a new certificate, the Board may require the
      claimant to give the Corporation a bond in such sum as it may direct to
      indemnify the Corporation against loss from any claim with respect to the
      certificate claimed to have been lost or destroyed; or the Board may, by
      resolution reciting that the circumstances justify such action, authorize the
      issuance of the new certificate without requiring such a bond.





**SECTION
      6** **.**  **HOLDER
      OF RECORD** **.** The Corporation may treat as absolute owner of the shares the person in whose
      name the shares stand of record on its books just as if that person had full
      competency, capacity, and authority to exercise all rights of ownership
      irrespective of any knowledge or notice to the contrary or any description
      indicating a representative, pledge or other fiduciary relation or any reference
      to any other instrument or to the rights of any other person appearing upon
      its
      record or upon the share certificate; except that any person furnishing to
      the
      Corporation proof of his appointment as a fiduciary shall be treated as if
      he
      were a holder of record of the Corporation's shares.





**SECTION
      7** **.**  **TREASURY
      SHARES** **.** Treasury shares of the Corporation shall consist of such shares as have been
      issued and thereafter acquired but not cancelled by the Corporation. Treasury
      shares shall not carry voting or dividend rights, except rights in share
      dividends.





**ARTICLE
      VIII**





**GENERAL
      PROVISIONS**





**SECTION
      1** **.**  **DISTRIBUTIONS
      TO STOCKHOLDERS** **.** The Board of Directors may from time to time authorize, and the Corporation
      may
      make, distributions to its stockholders (including, without limitation,
      dividends and distributions involving acquisition of the Corporation's shares)
      in the manner and upon the terms and conditions provided by law, and subject
      to
      the provisions of its Certificate of Incorporation.





**SECTION
      2** **.**  **SEAL** **.** The seal of the Corporation shall be in such form as the Board of Directors
      may
      from time to time determine.





**SECTION
      3** **.**  **DEPOSITORIES
      AND CHECKS** **.** All funds of the Corporation shall be deposited in the name of the Corporation
      in such bank, banks, or other financial institutions as the Board of Directors
      may from time to time designate and shall be drawn out on checks, drafts or
      other orders signed on behalf of the Corporation by such person or persons
      as
      the Board of Directors may from time to time designate.


13





**SECTION
      4** **.**  **LOANS** **.** No loans shall be contracted on behalf of the Corporation and no evidence of
      indebtedness shall be issued in its name unless authorized by a resolution
      of
      the Board of Directors. Such authority may be general or defined to specific
      instances.





**SECTION
      5** **.**  **FISCAL
      YEAR** **.** The fiscal year of the Corporation shall be fixed by the Board of
      Directors.





**SECTION
      6** **.**  **CONTRACTS** **.** The Board of Directors may authorize any officer or officers, agent or agents,
      to enter into any contract or execute and deliver any instrument on behalf
      of
      the Corporation, and such authority may be general or confined to specific
      instances.





**ARTICLE
      IX**





**AMENDMENTS**





The
      Bylaws of the Corporation may be altered or amended and new Bylaws may be
      adopted by the stockholders or, if authorized by the Certificate of
      Incorporation, by the Board of Directors at any regular or special meeting
      of
      the Board of Directors; provided, however, that, if such action is to be taken
      at a meeting of the stockholders, notice of the general nature of the proposed
      change in the Bylaws shall have been given in the notice of a meeting. Action
      by
      the stockholders with respect to Bylaws shall be taken by an affirmative vote
      of
      a majority of the shares entitled to elect directors, and action by the
      directors with respect to Bylaws shall be taken by an affirmative vote of a
      majority of all directors then holding office.





**ARTICLE
      X**





**INDEMNIFICATION
      AND REIMBURSEMENT OF DIRECTORS AND OFFICERS**





**SECTION
      1** **.**  **INDEMNIFICATION
      FOR EXPENSES AND LIABILITIES** **.** Any person who at any time serves or has served (i) as a director, officer,
      employee or agent of the Corporation, (ii) at the request of the Corporation
      as
      a director, officer, partner, trustee, employee or agent of another foreign
      or
      domestic corporation, partnership, joint venture, trust, or other enterprise,
      or
      (iii) at the request of the Corporation as a trustee or administrator under
      an
      employee benefit plan, or is called as a witness at a time when he or she has
      not been made a named defendant or respondent to any Proceeding, shall have
      a
      right to be indemnified by the Corporation to the fullest extent from time
      to
      time permitted by law against Liability and Expenses in any Proceeding
      (including without limitation a Proceeding brought by or on behalf of the
      Corporation itself) arising out of his or her status as such or activities
      in
      any of the foregoing capacities. The Board of Directors of the Corporation
      shall
      take all such action as may be necessary and appropriate to authorize the
      Corporation to pay the indemnification required by this provision, including
      without limitation, to the extent needed, making a good faith evaluation of
      the
      manner in which the claimant for indemnity acted and of the reasonable amount
      of
      indemnity due him or her. Any person who at any time serves or has served in
      any
      of the aforesaid capacities for or on behalf of the Corporation shall be deemed
      to be doing or to have done so in reliance upon, and as consideration for,
      the
      rights provided for herein. Any repeal or modification of these indemnification
      provisions shall not affect any rights or obligations existing at the time
      of
      such repeal or modification. The rights provided for herein shall inure to
      the
      benefit of the legal representatives of any such person and shall not be
      exclusive of any other rights to which such person may be entitled apart from
      this provision. The rights granted herein shall not be limited by the provisions
      contained in Section 145 of the Delaware Corporation Law or any successor to
      such statute. The rights granted herein shall not be exclusive of any other
      rights which an indemnified person may have or hereafter acquire under any
      statute, provision of the Amended and Restated Certificate of Incorporation,
      these bylaws, agreement, vote of stockholders or disinterested directors, or
      otherwise.


14








**SECTION
      2** **.**  **ADVANCE
      PAYMENT OF EXPENSES** **.** The Corporation shall (upon receipt of an undertaking by or on behalf of the
      director, officer, employee or agent involved to repay the Expenses described
      herein unless it shall ultimately be determined that he or she is entitled
      to be
      indemnified by the Corporation against such Expenses) pay Expenses incurred
      by
      such director, officer, employee or agent in defending a Proceeding or appearing
      as a witness at a time when he or she has not been named as a defendant or
      a
      respondent with respect thereto in advance of the final disposition of such
      Proceeding.





**SECTION
      3** **.**  **INSURANCE** **.** The Corporation shall have the power to 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 domestic or foreign corporation,
      partnership, joint venture, trust or other enterprise or as a trustee or
      administrator under an employee benefit plan) against any liability asserted
      against him or her and incurred by him or her in any such capacity, or arising
      out of his or her status as such, whether or not the Corporation would have
      the
      power to indemnify him or her against such liability.





**SECTION
      4** **.**  **OTHER
      INDEMNIFICATION** **.** The Corporation's obligation, if any, to indemnify any person who was or is
      serving at its request as a director, officer, employee or agent of another
      foreign or domestic corporation, partnership, joint venture, trust, or other
      entity shall be reduced by any amount such person may collect as indemnification
      from such other entity.





**SECTION
      5** **.**  **DEFINITIONS** **.** The following terms as used in this Article shall have the following meanings.
      "Proceeding" means any threatened, pending or completed action, suit, or
      proceeding and any appeal therein (and any inquiry or investigation that could
      lead to such action, suit, or proceeding), whether civil, criminal,
      administrative, investigative or arbitrative and whether formal or informal.
      "Expenses" means expenses of every kind, including counsel fees. "Liability"
      means the obligation to pay a judgment, settlement, penalty, fine (including
      an
      excise tax assessed with respect to an employee benefit plan), reasonable
      expenses incurred with respect to a Proceeding, and all reasonable expenses
      incurred in enforcing the indemnification rights provided herein. "Director,"
      "officer," "employee" and "agent" include the estate or personal representative
      of a director, officer, employee or agent. "Corporation" shall include any
      domestic or foreign predecessor of this Corporation in a merger or other
      transaction in which the predecessor's existence ceased upon consummation of
      the
      transaction.








/s/
                James W. Gayton
              Secretary





November
      17, 2006












15