---



##### 



PageARTICLE I STOCKHOLDERS
    
    
    1Section 1.1 Annual Meeting
    
    
    1Section 1.2 Special Meetings
    
    
    1Section 1.3 Notice of Meetings
    
    
    1Section 1.4 Quorum
    
    
    1Section 1.5 Conduct of the Stockholders Meeting
    
    
    2Section 1.6 Conduct of Business
    
    
    2Section 1.7 Notice of Stockholder Business
    
    
    2Section 1.8 Proxies and Voting
    
    
    3Section 1.9 Stock List
    
    
    4Section 1.10 Action by Written Consent
    
    
    4ARTICLE II BOARD OF DIRECTORS
    
    
    4Section 2.1 Number of Term of Office
    
    
    4Section 2.2 Vacancies and Newly Created Directorships
    
    
    5Section 2.3 Removal
    
    
    5Section 2.4 Regular Meeting
    
    
    5Section 2.5 Special Meetings
    
    
    5Section 2.6 Quorum
    
    
    5Section 2.7 Participation in Meetings by Conference Telephone
    
    
    5Section 2.8 Conduct of Business
    
    
    5Section 2.9 Powers
    
    
    6Section 2.10 Compensation of Directors
    
    
    6Section 2.11 Nomination of Director Candidates
    
    
    6Section 2.12 Submission of Questionnaire, Representation and Agreement
    
    
    7ARTICLE III COMMITTEES
    
    
    8Section 3.1 Committees of the Board of Directors
    
    
    8Section 3.2 Conduct of Business
    
    
    8ARTICLE IV OFFICERS
    
    
    8Section 4.1 Generally
    
    
    8Section 4.2 Chairman of the Board of Directors
    
    
    8Section 4.3 Chief Executive Officer
    
    
    9Section 4.4 President
    
    
    9Section 4.5 Vice President
    
    
    9Section 4.6 Treasurer
    
    
    9Section 4.7 Secretary
    
    
    9Section 4.8 Delegation of Authority
    
    
    9Section 4.9 Removal
    
    
    10Section 4.10 Action With Respect to Securities of Other Corporations
    
    
    10ARTICLE V STOCK
    
    
    10Section 5.1 Certificates of Stock
    
    
    10
 i




---



##### 



PageSection 5.2 Transfers of Stock
    
    
    10Section 5.3 Record Date
    
    
    10Section 5.4 Lost, Stolen or Destroyed Certificates
    
    
    10Section 5.5 Regulations
    
    
    10ARTICLE VI NOTICES
    
    
    11Section 6.1 Notices
    
    
    11Section 6.2 Waivers
    
    
    11ARTICLE VII MISCELLANEOUS
    
    
    11Section 7.1 Facsimile Signatures
    
    
    11Section 7.2 Corporate Seal
    
    
    11Section 7.3 Reliance Upon Books, Reports and Records
    
    
    11Section 7.4 Fiscal Year
    
    
    11Section 7.5 Time Periods
    
    
    12ARTICLE VIII INDEMNIFICATION OF DIRECTORS AND OFFICERS
    
    
    12Section 8.1 Right to Indemnification
    
    
    12Section 8.2 Right of Claimant to Bring Suit
    
    
    13Section 8.3 Non-Exclusivity of Rights
    
    
    13Section 8.4 Indemnification Contracts
    
    
    13Section 8.5 Insurance
    
    
    13Section 8.6 Effect of Amendment
    
    
    13ARTICLE IX AMENDMENTS
    
    
    14Section 9.1 Amendment of Bylaws
    
    
    14
 ii




---



##### 



ARTICLE I
 STOCKHOLDERS
 Annual Meeting.
 Special Meetings.
 Notice of Meetings
  Quorum
  1




---



##### 



Conduct of the Stockholders Meeting
 Conduct of Business
  Notice of Stockholder Business
 2




---



##### 



Proxies and Voting
    3




---



##### 



Stock List
  Action by Written Consent
 ARTICLE II
 BOARD OF DIRECTORS
 Number of Term of Office
 4




---



##### 



Vacancies and Newly Created Directorships
 Removal 2/3
 Regular Meeting
 Special Meetings
 Quorum
 Participation in Meetings by Conference Telephone
 Conduct of Business
 5




---



##### 



Powers
         Compensation of Directors
 Nomination of Director Candidates
 6




---



##### 



Submission of Questionnaire, Representation and Agreement
 7




---



##### 



ARTICLE III
 COMMITTEES
 Committees of the Board of Directors
 Conduct of Business
 ARTICLE IV
 OFFICERS
 Generally
 Chairman of the Board of Directors
 8




---



##### 



Chief Executive Officer
 President
 Vice President
 Treasurer
 Secretary
 Delegation of Authority
 9




---



##### 



Removal
 Action With Respect to Securities of Other Corporations
 ARTICLE V
 STOCK
 Certificates of Stock
 Transfers of Stock
 Record Date
 Lost, Stolen or Destroyed Certificates
 10




---



##### 



Regulations
 ARTICLE VI
 NOTICES
 Notices
 Waivers
 ARTICLE VII
 MISCELLANEOUS
 Facsimile Signatures
 Corporate Seal
 Reliance Upon Books, Reports and Records
 Fiscal Year
 11




---



##### 



Time Periods
 ARTICLE VIII
 INDEMNIFICATION OF DIRECTORS AND OFFICERS
 Right to Indemnification provided however provided however
 12




---



##### 



Right of Claimant to Bring Suit
 Non-Exclusivity of Rights
 Indemnification Contracts
 Insurance
 Effect of Amendment
 13




---



##### 



ARTICLE IX
 AMENDMENTS
 Amendment of Bylaws
 14




---



##### 



CERTIFICATE OF SECRETARY
   /s/ Tracy DurchslagTracy Durchslag, Secretary