**Bylaws**
 
 of
 
 **CallWave,
        inc.**
 a
        Delaware Corporation
 
 
 
  **Bylaws**
 
 **of**
 
 **CallWave,
        Inc.**
 
 **1.**  **Offices**
 
 **1.1**  **Registered
        Office** .
        The
        registered office of **CallWave,
        Inc.**  (the
        " Corporation ")
        shall
        be established and maintained at the office of National Corporate Research
        Ltd.,
        and National Corporate Research Ltd., shall
        be
        the registered agent of the Corporation in
        charge thereof.
  **1.2**  **Other
        Offices** .
        The
        Corporation may have other offices, either within or
        without the State of Delaware, at such place or places as the Board of Directors
        may from time to time appoint or the business of the Corporation may
        require.
 
 **2.**  **Meetings
        of Stockholders**
  **2.1**  **Place
        of Meetings** . Meetings
        of stockholders shall be held at any place within or outside the State of
        Delaware as designated by the Board (the " Board ").
        The
        Board may, in its sole discretion, determine that a meeting of stockholders
        shall not be held at any place, but may instead be held solely by means of
        remote communication as authorized by Section 211(a)(2) of the Delaware
        General Corporation Law (the " DGCL ").
        In
        the absence of any such designation or determination, stockholders’ meetings
        shall be held at the Corporation’s principal executive office.
 
 **2.2**  **Annual
        Meetings** .
        Annual
        meetings of stockholders for the election of directors and for such other
        business as may be stated in the notice of the meeting shall be held at such
        place, either within or without the State of Delaware, and at such time and
        date
        as the Board of Directors, by resolution, shall determine and as set forth
        in
        the notice of the meeting. If
        the
        date of the annual meeting shall fall upon a legal holiday, then the meeting
        shall be held on the next business day. At each annual meeting, the stockholders
        entitled to vote shall elect directors and may transact such other corporate
        business as shall be stated in the notice of the meeting.
  **2.3**  **Special
        Meetings** .
        The
        Chairman of the Board of Directors, the Chief Executive Officer, the President,
        and the Board of Directors may call special meetings of the stockholders
        for any
        purpose.
 
 **2.4**  **Notice
        of Meetings** .
        If a
        meeting of the stockholders is called pursuant to Section
        2.2 or 2.3 ,
        above,
        then the Chairman of the Board, the Chief Executive Officer, the President,
        the
        Secretary, or the Board of Directors shall cause to be delivered to each
        stockholder entitled to notice of or to vote at the meeting either personally
        or
        by mail, not less than ten (10) nor more than sixty (60) days before the
        meeting, written notice stating the place, day and hour of meeting and, in
        the
        case of a special meeting, the purpose or purposes for which
        the
        meeting is called. If such notice is mailed, then it shall be deemed delivered
        when deposited in the official government mail properly addressed to the
        stockholder at such stockholder's address as it appears on the stock transfer
        books of the Corporation with postage prepaid. Notice given in any other
        manner
        shall be deemed delivered when dispatched to the stockholder's address or
        telefax number appearing on the stock transfer records of the
        Corporation.
 
 1
 **2.5**  **Business
        for Stockholders' Meetings** .
 
 **(a)**  **Business
        at Annual Meetings** .
        In
        addition to the election of directors, other proper business may be transacted
        at an annual meeting of stockholders; *provided* that
        such
        business must be properly brought before such meeting.
  (i)  In
        order
        to be properly brought before an annual meeting, business must be (A) brought
        by
        or at the direction of the Board of Directors or (B) brought before the meeting
        by a stockholder pursuant to a written notice thereof, in accordance with Section
        2.5(c) hereof,
        and received by the Secretary not fewer than ninety (90) nor more than one
        hundred twenty (120) days before the one year anniversary of the date on
        which
        the Corporation first mailed its proxy statement for the immediately preceding
        annual meeting of stockholders; provided, however, that in the event that no annual meeting was held in the
        previous year or the date of the annual meeting has been changed by more
        than
        thirty (30) days from the date of the prior year’s meeting, notice by the
        stockholder to be timely must be so received not later than the close of
        business on the later of ninety (90) calendar days in advance of such annual
        meeting and ten (10) calendar days following the date on which public
        announcement of the date of the meeting is first made .
        No
        business shall be brought before and acted on at any annual meeting of
        stockholders except in accordance with this Section
        2.5(a) ,
        unless
        the application of this Section
        2.5(a) to a
        particular matter is waived in writing by the Board of Directors.
  (ii)  If
        the
        facts warrant, then the Board of Directors, or the chairman of an annual
        meeting
        of stockholders, may determine and declare that (A) a proposal does not
        constitute proper business to be transacted at the meeting or (B) business
        was
        not properly brought before the meeting in accordance with the provisions
        of
        this Section
        2.5(a) and, if
        it is so determined in either case, any such business shall not be transacted.
        The procedures set forth in this Section
        2.5(a) for
        business to be properly brought before an annual meeting by a stockholder
        shall
        be in addition to, and not in lieu of, any requirements set forth in Rule
        14a-8
        under the Securities Exchange Act of 1934, as amended (" Exchange
        Act "),
        to
        the extent that such rule applies to the Corporation.
 
 **(b)**  **Business
        at Special Meetings** .
        At any
        special meeting of the stockholders, only such business as is specified in
        the
        notice of such special meeting given by or at the direction of the person
        or
        persons calling such meeting, in accordance with Section
        2.3 hereof,
        shall come before such meeting.
 
 **(c)**  **Notice
        to Corporation** .
        Any
        written notice required to be delivered by a stockholder to the Corporation
        pursuant to Section
        2.5(a) hereof
        must be given, either by personal delivery or by registered or certified
        mail,
        postage prepaid, to the Secretary at the Corporation's executive offices.
        Any such stockholder notice shall set forth (i) the name and address of the
        stockholder proposing such business; (ii) a representation that the stockholder
        is entitled to vote at such meeting
        and a statement of the number of shares of stock of the Corporation that
        are
        beneficially owned by
        the stockholder; (iii) a representation that the stockholder intends to appear
        in person or by proxy at the meeting to propose such business; (iv) as to
        each
        matter the stockholder proposes to bring before the meeting, the reasons
        for
        conducting such business at the meeting, the language of the proposal (if
        appropriate), and any material interest of the stockholder in such business; any
        material interest of the stockholder in such business, and (vi) any
        other
        information that is required to be provided by the stockholder pursuant to
        Regulation 14A under the Securities Exchange Act of 1934, as amended
        (the
        " 1934
        Act "),
        in
        his capacity as a proponent to a stockholder proposal. Notwithstanding the
        foregoing, in order to include information with respect to a stockholder
        proposal in the proxy statement and form of proxy for a stockholder’s meeting,
        stockholders must provide notice as required by the regulations promulgated
        under the 1934 Act.
 
 2
 **(d)**  **Federal
        Rules** .
        Nothing
        in this Section
        2.5 shall be
        deemed to limit or waive the application of, or the need for any stockholder
        to
        comply with, any of the provisions of Section 14 of the Exchange Act and
        the
        Rules promulgated thereunder applicable to the inclusion of any stockholder
        proposal in any proxy statement or form of proxy used by the Corporation
        in
        connection with any meeting of stockholders. Nothing in these Bylaws shall
        be
        deemed to affect the rights of any stockholder to request inclusion of a
        proposal in the Corporation's proxy statement pursuant to Rule 14a-8 under
        the
        Exchange Act.
 
 **2.6**  **Quorum** .
        A
        majority of the outstanding shares of the Corporation entitled to vote, present
        in person or represented by proxy at the meeting, shall constitute a quorum
        at
        meetings of the stockholders; *provided* that
        where a separate vote by a class or classes is required, a majority of the
        outstanding shares of such class or classes, present in person or represented
        by
        proxy at that vote, shall constitute a quorum on that matter. If less than
        a
        majority of the outstanding shares entitled to vote is represented at a meeting,
        a majority of the shares so represented may adjourn the meeting from time
        to
        time without further notice. If a quorum is present or represented at a
        reconvened meeting following such an adjournment, any business may be transacted
        that might have been transacted at the meeting as originally called. The
        stockholders present at a duly organized meeting may continue to transact
        business until adjournment, notwithstanding the withdrawal of enough
        stockholders to leave less than a quorum.
  **2.7**  **Voting** .
        Except
        as otherwise specifically provided in the Corporation’s Certificate of
        Incorporation, each stockholder entitled to vote in accordance with the
        terms of the
        Certificate of Incorporation and in accordance with the provisions of these
        Bylaws shall be entitled to one vote, in person or by proxy, for each share
        of
        stock entitled to vote held by such stockholder, but no proxy shall be voted
        after three years from its date unless such proxy expressly provides for
        a
        longer period.
 
 **(a)**  **Voting
        for Directors; No Cumulative Voting** .
        Each
        stockholder entitled to vote at an election of directors may vote, in person
        or
        by proxy, the number of shares owned by such stockholder for as many persons
        as there are directors to be elected and for whose election such stockholder
        has
        a right to vote; *provided,
        however,* that
        no
        cumulative voting shall be permitted in the election of directors.
  **(b)**  **List
        of Stockholders** .
        A
        complete list of the stockholders entitled to vote at the ensuing election,
        arranged in alphabetical order, with the address of each, and the number
        of
        shares held by each, 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 meeting during
        the whole time thereof, and may be inspected by any stockholder who is present.
        The Corporation shall not be required to include electronic mail addresses
        or
        other electronic contact information on such list. The stock ledger of the
        Corporation shall be the only evidence as to who are the stockholders entitled
        to examine the stock ledger, the list required by this Section
        2.7 or the
        books of the Corporation, or to vote in person or by proxy at any meeting
        of
        stockholders.
 
 **(c)**  **Record
        Date for Stockholder Notice** .
 
 (i)  In
        order
        that the Corporation may determine the stockholders entitled to notice of
        or to
        vote at any meeting of stockholders or any adjournment thereof, or entitled
        to
        receive payment of any dividend or other distribution or allotment of any
        rights, or 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
        may fix, in advance, a record date, which record date shall not precede the
        date
        on which the resolution fixing the record date is adopted and which shall
        not be
        more than 60 nor less than 10 days before the date of such meeting, nor more
        than 60 days prior to any other such action.
 
 3
 (ii)  If
        the
        Board does not so fix a record date:
 
 (A)  The
        record date for determining stockholders entitled to notice of or to vote
        at a
        meeting of stockholders shall be at the close of business on the day next
        preceding the day on which notice is given, or, if notice is waived, at the
        close of business on the day next preceding the day on which the meeting
        is
        held.
 
 (B)  The
        record date for determining stockholders for any other purpose shall be at
        the
        close of business on the day on which the Board adopts the resolution relating
        thereto.
 
 (iii)  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; provided,
        however, that the Board may fix a new record date for the adjourned
        meeting.
 
 **2.8**  **Manner
        of Acting** .
        In all
        matters other than the election of directors, if a quorum is present, the
        affirmative vote of the majority of the outstanding shares present in person
        or
        represented by proxy at the meeting and entitled to vote on the subject matter
        shall be the act of the stockholders, unless the vote of a greater number
        is
        required by these Bylaws, the Certificate of Incorporation or the General
        Corporation Law of the State of Delaware (the " DGCL ").
        Where
        a separate vote by a class or classes is required, if a quorum of such class
        or
        classes is present, the affirmative vote of the majority of the outstanding
        shares of such class or classes present in person or represented by proxy
        at the
        meeting shall be the act of such class or classes, unless the vote of a greater
        number is required by these Bylaws, the Certificate of Incorporation or the
        DGCL. 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.
  **2.9**  **Action
        Without Meeting** .
        Subject
        to the rights of the holders of the shares of any series of this Corporation's
        preferred stock or any other class of stock or series thereof having a
        preference over the Common Stock as to dividends or upon liquidation, and
        except
        as otherwise expressly provided in the Corporation's Certificate of
        Incorporation, any action required or permitted to be taken by the stockholders
        must be effected at a duly called annual or special meeting of the stockholders
        of the Corporation and may not be effected by any consent in writing by such
        stockholders.
 
 **2.10**  **Proxies** .
        Each
        stockholder entitled to vote at a meeting of stockholders may authorize another
        person or persons to act for such stockholder by proxy authorized by an
        instrument in writing or by a transmission permitted by law filed in accordance
        with the procedure established for the meeting, but no such proxy shall be
        voted
        or acted upon after three years from its date, unless the proxy provides
        for a
        longer period. The revocability of a proxy that states on its face that it
        is
        irrevocable shall be governed by the provisions of Section 212 of
        the
        DGCL.
 
 **2.11**  **Inspectors
        of Elections** .
 
 **(a)**  **Appointment** .
        Before
        any meeting of stockholders, the Board shall appoint an inspector or inspectors
        of election to act at the meeting or its adjournment. The number of inspectors
        shall be either one (1) or three (3). If any person appointed as inspector
        fails
        to appear or fails or refuses to act, then the chairperson of the meeting
        may,
        and upon the request of any stockholder or a stockholder’s proxy shall, appoint
        a person to fill that vacancy. Such inspectors shall:
  4
 (i)  determine
        the number of shares outstanding and the voting power of each, the number
        of
        shares represented at the meeting, the existence of a quorum, and the
        authenticity, validity, and effect of proxies;
  (ii)  receive
        votes, ballots or consents;
 
 (iii)  hear
        and
        determine all challenges and questions in any way arising in connection with
        the
        right to vote;
 
 (iv)  count
        and
        tabulate all votes or consents;
 
 (v)  determine
        when the polls shall close;
 
 (vi)  determine
        the result; and
 
 (vii)  do
        any
        other acts that may be proper to conduct the election or vote with fairness
        to
        all stockholders.
 
 **(b)**  **Duties** The
        inspectors of election shall perform their duties impartially, in good faith,
        to
        the best of their ability and as expeditiously as is practical.
  **(c)**  **Decision** .
        If
        there are three (3) inspectors of election, the decision, act or certificate
        of
        a majority is effective in all respects as the decision, act or certificate
        of
        all. Any report or certificate made by the inspectors of election is prima
        facie
        evidence of the facts stated therein.
 
 **3.**  **Directors**
 
 **3.1**  **Number
        and Election of Directors** .
        The
        authorized number of directors shall be not less than five (5) and not more
        than
        nine (9), as fixed from time to time by resolution of the Board of Directors.
        Initially, the exact number of directors shall be seven (7), and there shall
        be
        two (2) Class I Directors, two (2) Class II Directors, and three (3) Class
        III
        Directors. The Board shall have such classes of directors as are fixed in
        or
        pursuant to the Corporation's Certificate of Incorporation. Directors need
        not
        be stockholders.
 
 **3.2**  **Resignation** .
        Any
        director may resign at any time upon notice given in writing or by electronic
        transmission to the Corporation. When one or more directors so resigns and
        the
        resignation is effective at a future date, a majority of the directors then
        in
        office, including those who have so resigned, shall have power to fill such
        vacancy or vacancies, the vote thereon to take effect when such resignation
        or
        resignations shall become effective, and each director so chosen shall hold
        office as provided in this section in the filling of other vacancies.
 
 **3.3**  **Vacancies.** Unless
        otherwise provided in the Certificate of Incorporation or these bylaws,
        vacancies and newly created directorships resulting from an increase in the
        number of directors may be filled by a majority of the directors then in
        office,
        even if less than a quorum, or by the sole remaining director. Any director
        elected to fill a vacancy not resulting from an increase in the number of
        directors shall have the same remaining term as that of his
        predecessor.
 
 5
 **3.4**  **Duties
        and Powers** .
        The
        business of the Corporation shall be managed by or under the direction of
        the
        Board of Directors, which may exercise all such powers of the Corporation
        and do
        all such lawful acts and things as are not by statute or by the Certificate
        of
        Incorporation or by these Bylaws directed or required to be exercised or
        done by
        the stockholders.
 
 **3.5**  **Nomination
        of Directors** .
        Except
        as otherwise specifically provided in the Corporation’s Certificate of
        Incorporation or these Bylaws, only persons who are nominated in accordance
        with
        the following procedures shall be eligible for election as directors of the
        Corporation.
 
 **(a)**  **Manner
        of Making Nominations** .
        Nominations of persons for election to the Board of Directors may be made
        at any
        annual meeting of stockholders (i) by or at the direction of the Board of
        Directors (or any duly authorized committee thereof) or (ii) by any stockholder
        of the Corporation (A) who is a stockholder of record on the date of the
        giving
        of the notice provided for in this Section
        3.5 and on
        the record date for the determination of stockholders entitled to vote at
        such
        annual meeting and (B) who complies with the notice procedures set forth
        in this Section
        3.5 .
 
 **(b)**  **Nomination
        by Stockholder** .
        In
        addition to any other applicable requirements, for a nomination to be made
        by a
        stockholder, such stockholder must have given timely notice thereof in proper
        written form to the Secretary of the Corporation.
 
 (i)  To
        be
        timely, a stockholder's notice to the Secretary must be delivered to or mailed
        (in the manner provided in Section
        2.4(c) )
        and
        received at the principal executive offices of the Corporation not fewer
        than
        ninety (90) days nor more than one hundred twenty (120) days prior to the
        anniversary date of the immediately preceding annual meeting of stockholders; *provided,
        however,* that
        in
        the event that no annual meeting was held in the previous year or the date
        of
        the annual meeting has been changed by more than thirty (30) days from the
        date
        of the prior year’s meeting, notice by the stockholder to be timely must be so
        received not later than the close of business on the later of ninety (90)
        calendar days in advance of such annual meeting and ten (10) calendar days
        following the date on which public announcement of the date of the meeting
        is
        first made.
 
 (ii)  To
        be in
        proper written form, a stockholder's notice to the Secretary must set forth
        (A)
        as to each person whom the stockholder proposes to nominate for election
        as a
        director (i) the name, age, business address and residence address of the
        person, (ii) the principal occupation or employment of the person, (iii)
        the
        class or series and number of shares of capital stock of the Corporation
        which
        are owned beneficially or of record by the person and (iv) any other information
        relating to the person that would be required to be disclosed in a proxy
        statement or other filing required to be made in connection with a solicitation
        of proxies for election of directors pursuant to Section 14 of the Exchange
        Act
        had such nominee been nominated by the Board of Directors, and (B) as to
        the
        stockholder giving the notice (i) the name and record address of such
        stockholder, (ii) the class or series and number of shares of capital stock
        of
        the Corporation which are owned beneficially or of record by such stockholder,
        (iii) a description of all arrangements or understandings between such
        stockholder and each proposed nominee and any other person or persons (including
        their names) pursuant to which the nomination(s) are to be made by such
        stockholder, (iv) a representation that such stockholder is entitled to vote
        at
        the annual meeting and intends to appear in person or by proxy at the annual
        meeting to nominate the persons named in its notice and (v) any other
        information relating to such stockholder that would be required to be disclosed
        in a proxy statement or other filing required to be made in connection with
        a
        solicitation of proxies for election of directors pursuant to Section 14
        of the
        Exchange Act. Such notice must be accompanied by a written consent of each
        proposed nominee to being named as a nominee and to serve as a director if
        elected.
 
 6
 (iii)  At
        the
        request of the board of directors, any person nominated by a stockholder
        for
        election as a director shall furnish to the Secretary of the Corporation
        that
        information required to be set forth in the stockholder’s notice of nomination
        which pertains to the nominee.
 
 (iv)  These
        provisions shall not prevent the consideration and approval or disapproval
        at an
        annual meeting of reports of officers, directors and committees of the Board
        of
        directors, but in connection therewith no new business shall be acted upon
        at
        any such meeting unless stated, filed and received as herein provided.
        Notwithstanding anything in these Bylaws to the contrary, no business brought
        before a meeting by a stockholder shall be conducted at an annual meeting
        except
        in accordance with procedures set forth in this Section 3.5.
 
 **(c)**  **Requirement
        of Nomination** .
        No
        person shall be eligible for election as a director of the Corporation unless
        nominated in accordance with the procedures set forth in this Section
        3.5 .
        If the
        chairman of the meeting determines that a nomination was not made in accordance
        with the foregoing procedures, the chairman shall declare to the meeting
        that
        the nomination was defective and such defective nomination shall be disregarded.
 
 **3.6**  **Meetings
        of Board** .
        The
        Board of Directors of the Corporation may hold meetings, both regular and
        special, either within or without the State of Delaware. Regular meetings
        of the Board of Directors may be held without notice at such time and at
        such
        place as may from time to time be determined by the Board of Directors. Special
        meetings of the Board of Directors may be called by the Chairman, the Chief
        Executive Officer, the President or any director. Notice hereof stating the
        place, date and hour of the meeting shall be given to each director either
        by
        mail not less than forty-eight (48) hours before the date of the meeting,
        by
        telephone, facsimile, electronic mail or in person on forty-eight (48) hours'
        notice, or on such shorter notice as the person or persons calling such meeting
        may deem necessary or appropriate in the circumstances.
 
 **3.7**  **Quorum** .
        Except
        as may be otherwise specifically provided by law, the Certificate of
        Incorporation or these Bylaws, at all meetings of the Board of Directors,
        a
        majority of the entire Board of Directors shall constitute a quorum for the
        transaction of business and the act of a majority of the entire Board of
        Directors shall be the act of the Board of Directors. If a quorum shall not
        be
        present at any meeting of the Board of Directors, the directors present thereat
        may adjourn the meeting from time to time, without notice other than
        announcement at the meeting, until a quorum shall be present.
 
 **3.8**  **Actions
        of Board Without a Meeting.** Unless
        otherwise provided by the Certificate of Incorporation or these Bylaws, any
        action required or permitted to be taken at any meeting of the Board of
        Directors or of any committee thereof may be taken without a meeting, if
        all the
        members of the Board of Directors or committee, as the case may be, consent
        thereto in writing, and the writing or writings are filed with the minutes
        of
        proceedings of the Board of Directors or committee.
 
 **3.9**  **Meetings
        by Means of Conference Telephone** .
        Unless
        otherwise provide by the Certificate of Incorporation or these Bylaws, members
        of the Board of Directors of the Corporation, or any committee designated
        by the
        Board of Directors, may participate in a meeting of the Board of Directors
        or
        such committee by means of a 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
        3.9 shall
        constitute presence in person at such meeting.
 
 **3.10**  **Committees** .
        The
        Board of Directors may, by resolution passed by a majority of the entire
        Board
        of Directors, designate one or more committees, each committee to consist
        of one
        or more of the directors of the Corporation. The Board of Directors may
        designate one or more directors as alternate members of any committee, who
        may
        replace absent or disqualified members at any meeting of any such committee.
        In
        the absence or disqualification of a member of a committee, and in the absence
        of a designation by the Board of Directors of an alternate member to replace
        the
        absent or disqualified member, the member or members thereof present at any
        meeting and not disqualified from voting, whether or not the member or members
        constitute a quorum, may unanimously appoint another qualified member of
        the
        Board of Directors to act at the meeting in the place of any absent or
        disqualified member. Any committee, to the extent allowed by law and provided
        in
        the resolution establishing such committee, 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.
 
 7
 **(a)**  **Minutes
        of Committee Meetings** .
        Each
        committee shall report to the Board of Directors when required, shall keep
        regular minutes, and shall cause such minutes to be recorded in books kept
        for
        that purpose.
 
 **(b)**  **Quorum;
        Adjournment** .
        A
        majority of the number of directors comprising any committee of the Board,
        as
        established and fixed by resolution of the Board, shall constitute a quorum
        for
        the transaction of business at any meeting of such committee but, if less
        than a
        majority are present at a meeting, a majority of such directors present may
        adjourn the meeting from time to time without further notice. The act of
        a
        majority of all the members of a committee shall be the act of such committee.
        Notice of the time, place, and holding of 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
        3.5 hereof.
 
 **(c)**  **Resignation** .
        Any
        member of any committee may resign at any time by delivering written notice
        to
        the Chairman of the Board, the Chief Executive Officer, the President, the
        Secretary, the Board of Directors or the chairman of such committee. Any
        such
        resignation shall take effect at the time specified therein or, if the time
        is
        not specified, upon delivery
        thereof and, unless otherwise specified therein, the acceptance of such
        resignation shall not be
        necessary to make it effective.
 
 **(d)**  **Removal** .
        The
        Board may remove from office any member of any committee elected or appointed
        by
        it.
 
 **3.11**  **Compensation** .
        The
        directors may be paid their expenses, if any, of attendance
        at each meeting of the Board of Directors and may be paid such compensation
        for
        service as a member of the Board (including but not limited to a fixed sum
        for
        attendance at each
        meeting of the Board, a stated rate of compensation per year, and a grant
        of
        options) as the Board may approve. No such payment shall preclude any director
        from serving the Corporation in any other capacity and receiving compensation
        therefor. Members of special or standing committees may be allowed like
        compensation for attending committee meetings.
 
 **4.**  **Officers**
 
 **4.1**  **General** .
        The
        officers of the Corporation shall be a Chief Executive Officer, a President,
        a
        Chief Financial Officer and a Secretary, all of whom shall be elected by the
        Board
        of Directors and who shall hold office until their successors are elected
        and
        qualified. In
        addition, the Board of Directors may elect a Chairman and one or more Vice
        Presidents, as they may deem proper. None of the officers of the Corporation
        need be directors. The officers shall be elected at the first meeting of
        the
        Board of Directors after each annual meeting. Two or more offices may be
        held by
        the same person. Officers need not be stockholders.
 
 8
 **4.2**  **Other
        Officers and Agents** .
        The
        Board of Directors may appoint
        such other officers, consultants and agents as it may deem advisable, who
        shall
        hold their offices
        for such terms and shall exercise such powers and perform such duties as
        shall
        be determined from time to time by the Board of Directors. The Board of
        Directors may fill any officer vacancies.
 
 **4.3**  **Chairman** .
        The
        Chairman of the Board of Directors, if one be elected, shall
        preside at all meetings of the Board of Directors and he shall have and perform
        such other duties
        as from time to time may be assigned to him by the Board of Directors. At
        the
        request of the Chairman of the Board of Directors or in such person's absence
        or
        in the event of such person's inability or refusal to act, the Chief Executive
        Officer, if not also the Chairman of the Board of Directors, and then the
        President, if there be one, shall perform the duties of the Chairman of the
        Board of Directors, and when so acting, shall have all the powers of and
        be
        subject to all the restrictions upon the Chairman of the Board of
        Directors.
 
 **4.4**  **Chief
        Executive Officer** .
        The
        Chief Executive Officer shall, subject
        to the control of the Board of Directors and the Chairman of the Board of
        Directors, have general
        supervision of the business of the Corporation and shall see that all orders
        and
        resolutions of the Board of Directors are carried into effect. The Chief
        Executive Officer shall also
        perform such other duties and may exercise such other powers as from time
        to
        time shall be assigned
        to such person by these Bylaws or by the Board of Directors.
 
 **4.5**  **President** .
        The
        President shall have the general powers and duties of supervision
        and management usually vested in the office of President of a Corporation,
        as
        well as  such
        powers and duties as from time to time shall be assigned to such person by
        these
        Bylaws or by the
        Board of Directors.
 
 **4.6**  **Vice
        President** .
        Each
        Vice President shall have such powers and shall perform such duties as shall
        be
        assigned to such person by the Board of Directors.
 
 **4.7**  **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 time be open to
        inspection by any director. The Chief
        Financial Officer shall deposit all monies and other valuables in the name
        and
        to the credit of the
        Corporation with such depositories 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
        Chief Executive Officer, President and directors, whenever they request it,
        an
        account of all of his transactions as Chief Financial Officer and of the
        financial condition of the Corporation, and shall have other powers and perform
        such other duties as may be described by the Board of Directors or the
        Bylaws.
 
 **4.8**  **Secretary** .
        The
        Secretary shall give, or cause to be given, notice of all
        meetings of stockholders and directors, and all other notices required by
        law or
        by these Bylaws, and in case of his absence or refusal or neglect so to do,
        any
        such notice may be given by any
        person thereunto directed by the Chief Executive Officer, the President,
        the
        Board of Directors
        or stockholders, upon whose requisition the meeting is called as provided
        in
        these Bylaws. He shall record all the proceedings of the meetings of the
        Corporation and of the directors in a
        book to be kept for that purpose, and shall perform such other duties as
        may be
        assigned to him by the Chief Executive Officer, the President or the Board
        of
        Directors. He shall have the custody of the seal of the Corporation and shall
        affix the same to all instruments requiring it, when authorized by the Chief
        Executive Officer, the President or the Board of Directors, and attest the
        same.
 
 9
 **4.9**  **Other
        Officers** .
        Such
        other officers as the Board of Directors may choose shall perform such duties
        and have such powers as from time to time may be assigned to them by the
        Board
        of Directors. The Board of Directors may delegate to any other officer of
        the
        Corporation the power to choose such other officers and to prescribe their
        respective duties and powers.
 
 **5.**  **Stock**
 
 **5.1**  **Certificates
        of Stock** .
  **(a)**  **Certificates** .
        The
        shares of the Corporation shall be represented by certificates, provided
        that
        the Board 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, 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, or the president or
        vice-president, and by the treasurer **** or
        an
        assistant treasurer, or the secretary or an assistant secretary of such
        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 he were such officer, transfer agent
        or
        registrar at the date of issue.
  **(b)**  **Partially
        Paid Shares** .
        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, 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.
 
 **(c)**  **Special
        Designations** . 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 DGCL, 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.
 
 **5.2**  **Lost
        Certificates** .
        A new
        certificate of stock may be issued in the place of any certificate theretofore
        issued by the Corporation, alleged to have been lost or destroyed, and the
        directors may, in their discretion, require the owner of the lost or destroyed
        certificate to provide an affidavit or to give the Corporation a bond, in
        such
        sum as they may direct to indemnify the Corporation against any claim that
        may
        be made against it on account of the alleged loss of any such certificate,
        or
        the issuance of any such new certificate.
 
 10
 **5.3**  **Transfer
        of Shares** .
        The
        shares of stock of the Corporation shall be transferable only upon its books
        by
        the holders thereof in person or by their duly authorized attorneys
        or legal representatives, and upon such transfer the old certificates shall
        be
        surrendered  to
        the
        Corporation by the delivery thereof to the person in charge of the stock
        and
        transfer books and
        ledgers, or to such other person as the directors may designate, by whom
        they
        shall be cancelled, and new certificates shall thereupon be issued. A record
        shall be made of each transfer
        and whenever a transfer shall be made for collateral security, and not
        absolutely, it shall be so
        expressed in the entry of the transfer.
 
 **5.4**  **Beneficial
        Owners** .
        The
        Corporation shall be entitled to recognize the exclusive right of a person
        registered on its books as the owner of shares to receive dividends, and
        to vote
        as such owner, and to hold liable for calls and assessments a person registered
        on its books as the owner of shares, and shall not be bound to recognize
        any
        equitable or other
        claim to or interest in such share or shares on the part of any other person,
        whether or not it shall have express or other notice thereof, except as
        otherwise provided by law.
 
 **6.**  **Indemnification**
 
 **6.1**  **Power
        to Indemnify in Actions, Suits, or Proceedings Other than those by or in
        Right
        of Corporation** .
        The
        Corporation shall indemnify any person who was or is a party or is threatened
        to
        be made a party to any threatened, pending or completed action, suit or
        proceeding, whether civil, criminal, administrative or investigative (other
        than
        an action, suit or proceeding by or in the right of the Corporation) by reason
        of the fact that the person is or was a director, officer, employee or agent
        of
        the Corporation, or is or was a director, officer, employee or agent of the
        Corporation serving at the request of the Corporation as a director, officer,
        employee or agent of another Corporation, partnership, joint venture, trust,
        employee benefit plan or other enterprise, against expenses (including
        attorneys' fees), judgments, fines and amounts paid in settlement actually
        and
        reasonably incurred by the person in connection with such action, suit or
        proceeding if the person acted in good faith and in a manner the person
        reasonably believed to be in or not opposed to the best interests of the
        Corporation, and, with respect to any criminal action, suit or proceeding,
        had
        no reasonable cause to believe such person's conduct was unlawful. The
        termination of any action, suit or proceeding by judgment, order, settlement,
        conviction, or upon a plea of *nolo
        contendere* or
        its
        equivalent, shall not, of itself, create a presumption that the person did
        not
        act in good faith and in a manner which the person reasonably believed to
        be in
        or not opposed to the best interests of the Corporation and, with respect
        to any
        criminal action, suit or proceeding, had no reasonable cause to believe his
        conduct was unlawful.
 
 **6.2**  **Power
        to Indemnify in Actions, Suits or Proceedings by or in the Right of the
        Corporation.** The
        Corporation shall indemnify any person who was or is a party or is threatened
        to
        be made a party to any threatened, pending or completed action or suit by
        or in
        the right of the Corporation to procure a judgment in its favor by reason
        of the
        fact that the person is or was a director, officer, employee or agent of
        the
        Corporation, or is or was a director, officer, employee or agent of the
        Corporation serving at the request of the Corporation as a director, officer,
        employee or agent of another Corporation, partnership, joint venture, trust,
        employee benefit plan or other enterprise against expenses (including attorneys'
        fees) actually and reasonably incurred by the person in connection with their
        defense of such action or suit if the person acted in good faith and in a
        manner
        the person reasonably believed to be in or not opposed to the best interests
        of
        the Corporation; except that no indemnification shall be made in respect
        of any
        action or suit, nor any claim, issue or matter therein, as to which such
        person
        shall have been adjudged to be liable to the Corporation unless and only
        to the
        extent that the Court of Chancery or the court in which such action or suit
        was
        brought shall determine upon application that, despite the adjudication of
        liability but in view of all the circumstances of the case, such person is
        fairly and reasonably entitled to indemnity for such expenses which the Court
        of
        Chancery or such other court shall deem proper.
 
 11
 **6.3**  **Prepayment
        of Expenses** .
        The
        Corporation shall pay the actual and reasonable expenses incurred in
        investigating or defending a threatened or pending action, suit or proceeding,
        in advance of its final disposition if the Corporation determines that the
        person likely will satisfy the requirements of Section
        6.1 or Section
        6.2 hereof
        and upon the receipt of an undertaking satisfactory to the Corporation, which
        may require that such undertaking include a bond, security interest, or other
        security for such undertaking, by or on behalf of such person to Corporation
        as a director, officer, employee or agent of another Corporation, partnership,
        joint venture, trust, employee benefit plan or other enterprise against any
        liability asserted against and incurred by such person in any such capacity,
        or
        arising out of their status as such, whether or not the Corporation would
        have
        the power or the obligation to indemnify the person against such liability
        under
        the provisions of any article of incorporation, bylaw, or agreement. Any
        person
        to whom advances are made hereunder shall repay such amount if it thereafter
        is
        determined that the person is not entitled to be indemnified by the Corporation under this Section
        6 .
 
 **6.4**  **Indemnify
        if Successful on Merits** .
        If a
        person is entitled, under state law or otherwise, to indemnification by reason
        of being successful on the merits in defense of any action, suit or proceeding,
        the Corporation shall indemnify that person if they obtain a final judgment
        or
        decision in their favor for the entirety of the case.
 
 **6.5**  **Exercise
        of Powers** .
        Any
        indemnification under this Section
        6 (unless
        ordered by a court) shall be made by the Corporation only as authorized in
        the
        specific case upon a determination that indemnification of the director,
        officer, employee or agent is proper in the circumstances because the person
        has
        met the applicable standard of conduct set forth in this Section
        6 .
        Such
        determination shall be made (i) by a majority vote of the directors who are
        not
        parties to such action, suit or proceeding, even though less than a quorum,
        or
        (ii) by a committee of such directors designated by majority vote of such
        directors, even though less than a quorum, or (iii) if there are no such
        directors, or if such directors so direct, by independent legal counsel in
        a
        written opinion, or (iv) by majority vote of the stockholders. The exercise
        of
        the power to indemnify and advance expenses by the Corporation pursuant to
        this Section
        6 shall
        not be deemed to limit any other exercise or restriction of such powers by
        the
        Corporation; *provided* that
        any
        repeal or modification of this Section
        6 shall
        not adversely affect any right or protection of any person with respect to
        any
        act or omission occurring prior to the time of such repeal or
        modification.
 
 **6.6**  **Indemnification
        by a Court** .
        Notwithstanding any contrary determination or absence of determination in
        a
        specific case under Section
        6.5 ,
        any
        director, officer, employee or agent may apply to any court of competent
        jurisdiction in the State of Delaware for indemnification to the extent
        otherwise permissible under Section
        6.1 , Section
        6.2 ,
        and Section
        6.4 .
        The
        basis of such indemnification by a court shall be a determination by such
        court
        that indemnification of the director, officer or employee is proper in the
        circumstances because such person has met the applicable standards of conduct
        set forth in Section
        6.1 , Section
        6.2 ,
        and Section
        6.4 ,
        as the
        case may be. Neither a contrary determination nor the absence of a determination
        in a specific case under Section
        6.5 shall be
        a defense to such application or create a presumption that the director,
        officer, employee or agent seeking indemnification has not met any applicable
        standard of conduct. Notice of any application for indemnification pursuant
        to
        this Section
        6.6 shall be
        given to the Corporation promptly upon the filing of such
        application.
 
 **6.7**  **Survival
        of Indemnification and Advancement of Expenses** .
        The
        indemnification and advancement of expenses provided by, or granted pursuant
        to
        this Section
        6 shall,
        unless otherwise provided when authorized or ratified, continue as to a person
        who has ceased to be a director, officer, employee or agent with respect
        to
        actions taken, or not taken, while such person was a director, officer, employee
        or agent, and shall inure to the benefit of the heirs, executors and
        administrators of such a person.
 
 12
 **6.8**  **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 a
        director, officer, employee or agent of the Corporation serving at the request
        of the Corporation.
 
 **6.9**  **Applicable
        Law** .
        The
        rights granted under this Section
        6 shall be
        limited to the extent any applicable laws limit such rights to indemnity
        or the
        power to indemnify.
 
 **6.10**  **Nonexclusivity** . The
        Corporation may enter into one or more indemnification agreements with any
        person otherwise entitled to indemnification under this Section
        6. The
        indemnification rights of any person under any such indemnification agreement
        shall be in addition to and not limited by the provisions of this Section
        6 .
 
 **6.11**  **Certain
        Definitions** .
        For
        purposes of this Section
        6 ,
        the
        following definitions shall apply.
 
 **(a)**  "Acted
        in
        good faith and in a manner the person reasonably believed to be in or not
        opposed to the best interests of the Corporation" and, with respect to any
        criminal action, suit or proceeding, "had no reasonable cause to believe
        such
        person's conduct was unlawful," shall include, but not be limited to, actions
        based on the following information from the Corporation or other Corporation,
        partnership, joint venture, trust, employee benefit plan or enterprise to
        which
        the person is or was serving at the request of the Corporation (for purposes
        of
        this definition only, an "Enterprise"): records or books of account of the
        Corporation or Enterprise, information supplied by an officer of the Corporation
        or Enterprise in the course of their duties, advice of legal counsel for
        the
        Corporation or Enterprise, or information or records given or reports made
        to
        the Corporation or Enterprise by an independent certified public accountant,
        appraiser or other expert selected with reasonable care by the Corporation
        or
        Enterprise. Corporation
        shall include, in addition to the resulting Corporation, any constituent
        Corporation (including any constituent of a constituent) absorbed in a
        consolidation or merger which, if its separate existence had continued, would
        have had power and authority to indemnify its directors, officers, employees
        or
        agents so that any person who is or was a director, officer or employee of
        such
        constituent Corporation, or is or was a director, officer, employee or agent
        of
        such constituent Corporation serving at the request of such constituent
        Corporation as a director, officer, employee or agent of another Corporation,
        partnership, joint venture, trust, employee benefit plan or other enterprise,
        shall stand in the same position under the provision of this Section
        6 with
        respect to the resulting or surviving Corporation as they would have with
        respect to such constituent Corporation if its separate existence had
        continued.
 
 **(b)**  "Fine"
        shall include any excise taxes assessed on a person with respect to any employee
        benefit plan.
 
 **(c)**  "Not
        opposed to the best interest of the Corporation" shall include actions taken
        in
        service to an employee benefit plan that the person reasonably believed to
        be in
        the interest of the participants and beneficiaries of an employee benefit
        plan.
 
 **7.**  **Amendments** . These
        Bylaws may be altered or repealed and Bylaws may be made at any annual meeting
        of the stockholders or at any special meeting thereof if notice of the proposed
        alteration or repeal or of the Bylaws to be made is contained in the notice
        of
        such special meeting, by the affirmative vote of a majority of the stockholders
        entitled to vote thereat or by the affirmative vote of a majority of the
        entire
        Board of Directors, at any regular meeting of the Board
        of
        Directors, or at any special meeting of the Board of Directors, if notice
        of the
        proposed alteration or repeal, or Bylaws to be made, is contained in the notice of
        such
        special meeting.
 
 13
 **8.**  **Notice
        by Electronic Transmission** **.**
  **8.1**  **Notice
        by Electronic Transmission** .
 
 **(a)**  **Permitted** .
        Without
        limiting the manner by which notice otherwise may be given effectively to
        stockholders pursuant to the DGCL, the Certificate
        of Incorporation or these
        bylaws, any notice to stockholders given by the Corporation under any provision
        of the DGCL, the Certificate of Incorporation or these bylaws shall be effective
        if given by a form of electronic transmission consented to by the stockholder
        to
        whom the notice is given. Any such consent shall be revocable by the stockholder
        by written notice to the Corporation. Any such consent shall be deemed revoked
        if:
 
 (i)  the
        Corporation is unable to deliver by electronic transmission two consecutive
        notices given by the Corporation in accordance with such consent; and
 
 (ii)  such
        inability becomes known to the secretary or an assistant secretary of the
        Corporation or to the transfer agent, or other person responsible for the
        giving
        of notice.
 
 However,
        the inadvertent failure to treat such inability as a revocation shall not
        invalidate any meeting or other action.
 
 **(b)**  **Timing** .
        Any
        notice given pursuant to the preceding paragraph shall be deemed given:
 
 (i)  if
        by
        facsimile telecommunication, when directed to a number at which the stockholder
        has consented to receive notice;
 
 (ii)  if
        by
        electronic mail, when directed to an electronic mail address at which the
        stockholder has consented to receive notice;
 
 (iii)  if
        by a
        posting on an electronic network together with separate notice to the
        stockholder of such specific posting, upon the later of (A) such posting
        and (B) the giving of such separate notice; and
 
 (iv)  if
        by any
        other form of electronic transmission, when directed to the stockholder.
 
 **(c)**  An
        affidavit of the secretary or an assistant secretary or of the transfer agent
        or
        other agent of the Corporation that the notice has been given by a form of
        electronic transmission shall, in the absence of fraud, be prima facie evidence
        of the facts stated therein.
  **8.2**  **Definition
        of Electronic Transmission** .
        An
        "electronic transmission" means any form of communication, not directly
        involving the physical transmission of paper, that creates a record that
        may be
        retained, retrieved, and reviewed by a recipient thereof, and that may be
        directly reproduced in paper form by such a recipient through an automated
        process.
  **8.3**  **Inapplicability** .
        Notice
        by a form of electronic transmission shall not apply to Sections 164, 296,
        311,
        312 or 324 of the DGCL.
 
 14
 **9.**  **General
        Provisions**
 
 **9.1**  **Dividends** .
        Subject
        to the provisions of the Certificate of Incorporation,
        the Board of Directors may, out of funds legally available therefor at any
        regular  or
        special meeting, declare dividends upon the capital stock of the Corporation
        as
        and when they deem
        expedient. Before declaring any dividend there may be set apart out of any
        funds
        of the Corporation
        available for dividends, such sum or sums as the directors from time to time
        in
        their discretion deem proper for working capital or as a reserve fund to meet
        contingencies or for equalizing dividends or for such other purposes as the
        directors shall deem conducive to the interests of the company.
 
 **9.2**  **Seal** .
        The
        corporate seal shall be circular in form and shall contain the name of
        the Corporation, the year of its creation and the words "CORPORATE SEAL
        DELAWARE". Said seal may be used by causing it or a facsimile thereof to
        be
        impressed or affixed or reproduced or otherwise.
 
 **9.3**  **Fiscal
        Year** .
        The
        fiscal year of the Corporation shall be determined, and may be changed from
        time
        to time, by resolution of the Board of Directors.
 
 **9.4**  **Checks** .
        All
        checks, drafts or other orders for the payment of money, notes
        or
        other evidences of indebtedness issued in the name of the Corporation shall
        be
        signed by such
        officer or officers, agent or agents of the Corporation, and in such manner
        as
        shall be determined from time to time by resolutions of the Board of
        Directors.
 
 **9.5**  **Notice
        and Waiver of Notice** .
        Except
        as otherwise provided in these
        Bylaws, whenever any notice is required by these Bylaws to be given, personal
        notice is  not
        meant
        unless expressly so stated, and any notice so required shall be deemed to
        be
        sufficient if given
        by depositing the same in the United States mail, postage prepaid, addressed
        to
        the person
        entitled thereto at his address as it appears on the records of the Corporation,
        and such notice shall be deemed to have been given on the day of such mailing.
        Stockholders not entitled to vote shall not be entitled to receive notice
        of any
        meetings except as otherwise provided by law. Whenever any notice whatsoever
        is
        required to be given under the provisions of any law, or under the provisions
        of
        the Corporation’s Certificate of Incorporation or these Bylaws, a waiver thereof
        in writing, signed by the person or persons entitled to said notice, whether
        before or after the time stated therein, shall be deemed equivalent
        thereto.
 
 
 April
        27,
        2004
  15