# Exhibit 3.2

# AMENDED AND RESTATED
BYLAWS OF APPLIED FILMS
CORPORATION (a Colorado
corporation)

# ARTICLE I. Offices

1.       
          Business Offices. The Corporation may have one or more offices at
          such place or places within or without the state of Colorado as the Board of
          Directors may from time to time determine or as the business of the Corporation
          may require.

2.       
          Principal Office. The initial principal office of the Corporation
          shall be as set forth in the Articles of Incorporation. The Board of Directors,
          from time to time, may change the principal office of the Corporation.

3.       
          Registered Office. The registered office of the Corporation shall
          be as set forth in the Articles of Incorporation, unless changed as provided by
          the provisions of the Colorado Business Corporation Act, as it may be amended
          from time to time, or any successor law (the Act).

# ARTICLE II. Shareholders
Meetings

1.       
          Annual Meetings. The annual meetings of shareholders for the
          election of directors to succeed those directors whose terms expire and for the
          transaction of such other business as may come before the meeting shall be held
          each year at such date, time and place, either within or without the state of
          Colorado, as may be designated by resolution of the Board of Directors from time
          to time; provided, however, that an annual meeting of shareholders shall be held
          each year on a date that is within the earlier of six months after the close of
          the last fiscal year or fifteen months after the last annual meeting. If the day
          so fixed for such annual meeting shall be a legal holiday at the place of the
          meeting, then such meeting shall be held on the next succeeding business day at
          the same hour.

2.       
          Special Meetings. Special meetings of shareholders for any purpose
          or purposes, unless otherwise prescribed by statute or by the Articles of
          Incorporation, may be called at any time by the President or by the Board of
          Directors and shall be called by the President or the Secretary upon one or more
          written demands (which shall state the purpose or purposes therefor) signed and
          dated by the holders of shares representing not less than ten percent of all
          votes entitled to be cast on any issue proposed to be considered at the meeting.
          The record date for determining the shareholders entitled to demand a special
          meeting is the date of the earliest of any of the demands pursuant to which the
          meeting is called, or the date that is 60 days before the date on which the
          first of such demands is received, whichever is later. Business transacted at
          any special meeting of shareholders shall be limited to the purpose or purposes
          stated in the notice of such meeting.

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3.       
          Place of Special Meetings. Special meetings of shareholders shall
          be held at such place or places, within or without the state of Colorado, as may
          be determined by the Board of Directors and designated in the notice of the
          meeting, or, if no place is so determined and designated in the notice, special
          meetings of shareholders shall be held at the principal office of the
          Corporation.

4.       
          Notice of Meetings. Not less than 10 nor more than 60 days prior
          to each annual or special meeting of shareholders, written notice of the date,
          time and place of each annual and special shareholders meeting shall be
          given to each shareholder entitled to vote at such meeting; provided, however,
          that if the authorized shares of the Corporation are proposed to be increased,
          at least 30 days notice in like manner shall be given; and provided,
          further, that if the Act prescribes notice requirements for particular
          circumstances (as in the case of the sale, lease or exchange of the
          Corporations assets other than in the usual and regular course of
          business, or the merger or dissolution of the Corporation), the provisions of
          the Act shall govern. Notice may be given in person; by telephone, telegraph,
          teletype, electronically transmitted facsimile, or other form of wire or
          wireless communication; and, if so given, shall be effective when received by
          the shareholder. Notice may also be given by deposit in the United States mail,
          postage prepaid, if addressed to the shareholder at the address of such
          shareholder shown in the Corporations current record of shareholders, and,
          if so given, shall be effective when mailed. If three successive notices mailed
          to any shareholder in accordance with the provisions of this Section 4 are
          returned as undeliverable, no further notices to such shareholder shall be
          necessary until another address for such shareholder is made known to the
          Corporation. The notice of a special meeting shall, in addition, state the
          meetings purposes.

5.       
          Shareholders List. A complete record of the shareholders
          entitled to notice of any shareholders meeting (or an adjourned meeting
          described in Section 9 of this Article II) shall be prepared by the
          Secretary of the Corporation. Such shareholders list shall be arranged by
          voting groups and, within each voting group by class or series of shares, shall
          be alphabetical within each class or series and shall show the address of, and
          the number of shares of each such class and series that are held by, each
          shareholder. (When used in these Bylaws, the term voting group or
          voting groups shall have the meaning assigned by the Act.) The
          shareholders list shall be available for inspection by any shareholder
          beginning on the earlier of ten days before the meeting for which the list was
          prepared or two business days after notice is given and continuing through the
          meeting and any adjournment thereof at the Corporations principal office
          or at a place identified in the notice of the meeting in the city where the
          meeting will be held. A shareholder or his agent or attorney is entitled on
          written demand to inspect and, subject to the requirements of the Act, to copy
          the list during regular business hours and during the period it is available for
          inspection.

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6.       
          Organization. The Chairman of the Board, or, in the Chairman of
          the Boards absence, the Chief Executive Officer shall call meetings of
          shareholders to order and act as chairperson of such meetings. In the absence of
          said officers, any shareholder entitled to vote at the meeting, or any proxy of
          any such shareholder, may call the meeting to order and a chairperson shall be
          elected by a majority of the votes present and entitled to be cast at the
          meeting. The Secretary or any Assistant Secretary of the Corporation or any
          person appointed by the chairperson may act as secretary of such meetings.

7.       
          Agenda and Procedure. The Board of Directors shall have the
          responsibility of establishing an agenda for each meeting of shareholders,
          subject to the rights of shareholders to raise matters, if any, which may
          properly be brought before the meeting although not included within the agenda.
          The chairperson shall be charged with the orderly conduct of all meetings of
          shareholders.

8.       
          Quorum. Shares entitled to vote as a separate voting group may
          take action on a matter at a meeting only if a quorum of those shares exists
          with respect to that matter. Unless otherwise provided in the Act or in the
          Corporations Articles of Incorporation, a majority of the votes entitled
          to be cast on a matter by a voting group constitutes a quorum of that voting
          group for action on that matter. In the absence of a quorum at any
          shareholders meeting, a majority of the votes present in person or
          represented by proxy and entitled to vote on any matter at the meeting may
          adjourn the meeting from time to time for a period not to exceed 120 days from
          the original date of the meeting without further notice (except as provided in
          Section 9 of this Article II) until a quorum shall be present or represented.

9.       
          Adjournment. When a meeting is for any reason adjourned to another
          date, time or place, notice need not be given of the adjourned meeting if the
          date, time and place thereof are announced at the meeting at which the
          adjournment is taken. At the adjourned meeting, any business may be transacted
          which might have been transacted at the original meeting. If the adjournment is
          for more than 120 days from the date of the original meeting, or if, after the
          adjournment, a new record date is fixed for the adjourned meeting, a notice of
          the adjourned meeting shall be given to each shareholder as of the new record
          date.

10.       
          Voting.

| | (a)       
               Except as provided by law or in the Articles of Incorporation, at every meeting
               of shareholders, or with respect to corporate action which may be taken without
               a meeting, each outstanding share having voting power is entitled to one vote,
               and each fractional share, if any is outstanding, is entitled to a corresponding
               fractional vote, on each matter voted on at a shareholders meeting.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (b)       
               A shareholder may vote the shareholders shares in person or by proxy. A
               shareholder may appoint a proxy by signing an appointment form, either
               personally or by the shareholders attorney-in-fact. A shareholder may
               appoint a proxy by transmitting or authorizing the transmission of a telegram,
               teletype or other electronic transmission providing a written statement of the
               appointment to the proxy, to a proxy solicitor, proxy support service
               organization, or other person duly authorized by the proxy to receive
               appointments as agent for the proxy, or to the Corporation; except that the
               transmitted appointment shall set forth or be transmitted with written evidence
               from which it can be determined that the shareholder transmitted or authorized
               the transmission of the appointment. An appointment of a proxy is not effective
               against the Corporation until the appointment is received by the Corporation.
               The appointment is effective for eleven months unless a different period is
               expressly provided in the appointment form. An appointment of a proxy shall be
               revocable by the shareholder except as may be permitted or provided by law.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               When a quorum is present at any meeting of shareholders, action on a matter,
               other than the election of directors, by a voting group is approved if the votes
               cast within the voting group favoring the action exceed the votes cast within
               the voting group opposing the action, unless the matter is on upon which a
               different vote is required by express provision of a statute, or the Articles of
               Incorporation, or these Bylaws, in which case such express provision shall
               govern and control the decision on such matter.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11.       
          Inspectors. The chairperson of the meeting may at any time appoint
          two or more inspectors to serve at a meeting of the shareholders. Such
          inspectors shall decide upon the qualifications of voters, including the
          validity or proxies, accept and count the votes for and against the matters
          presented, report the results of such votes, and subscribe and deliver to the
          secretary of the meeting a certificate stating the number of shares of stock
          within each voting group that is issued and outstanding and entitled to vote
          thereon and the number of shares within each voting group that voted for and
          against the matters presented. The voting inspectors need not be shareholders of
          the Corporation, and any director or officer of the Corporation may be an
          inspector on any matter other than a vote for or against such directors or
          officers election to any position with the Corporation or on any other
          matter in which such officer or director may be directly interested.

12.       
          No Meetings by Telecommunication. Neither the participation of
          shareholders in an annual or special shareholders meeting by means of
          telecommunication nor the conducting of meetings by means of telecommunication,
          as provided in Section 7-107-108 of the Act, shall be permitted.

# ARTICLE III. Board of Directors

1.       
          Authority, Election and Tenure. Subject to any provision in the
          Articles of Incorporation, all corporate power shall be exercised by or under
          the authority of, and the business and affairs of the Corporation shall be
          managed by, a Board of Directors. The Board of Directors shall be elected at
          each annual meeting of shareholders. In an election of directors, that number of
          candidates equaling the number of directors to be elected having the highest
          number of votes cast in favor of their election shall be elected to the Board of
          Directors. The directors shall serve for staggered terms as provided in the
          Corporations Articles of Incorporation; provided, however, that a director
          shall continue to serve, despite the expiration of his or her term, until such
          directors successor shall be elected and shall qualify, or until such
          directors earlier death, resignation or removal.

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2.       
          Number and Qualification. The number of directors shall be at
          least five (5) and not more than nine (9). Within that range, the number of
          directors shall be as stated by resolution of the Board of Directors from time
          to time, but no decrease in the number of directors shall have the effect of
          shortening the term of any incumbent director. Directors must be natural persons
          at least eighteen years of age but need not be shareholders or residents of the
          state of Colorado.

3.       
          Regular Meetings. Regular meetings of the Board of Directors shall
          be held at such dates, times and places as may be determined by the Board of
          Directors. Regular meetings of the Board of Directors may be held without notice
          of the date, time, place or purpose of the meeting.

4.       
          Special Meetings. Special meetings of the Board of Directors may
          be called by the Chief Executive Officer at any time and shall be called by the
          President or the Secretary on the written request of any two directors.

5.       
          Place of Meetings. Any meeting of the Board of Directors may be
          held at such place or places either within or without the state of Colorado as
          shall from time to time be determined by the Board of Directors and as shall be
          designated in the resolution of the Board of Directors fixing the date, time and
          place of the regular meetings of the Board of Directors or in the notice of
          special meeting.

6.       
          Notice of Meetings. Notice of the date, time and place of each
          special meeting of directors shall be given to each director at least two days
          prior to such meeting. The notice of a special meeting of the Board of Directors
          need not state the purposes of the meeting. Notice to each director of any
          special meeting may be given in person; by telephone, telegraph, teletype,
          electronically transmitted facsimile, or other form of wire or wireless
          communication; or by mail or private carrier. Oral notice to a director of any
          special meeting is effective when communicated. Written notice to a director of
          any special meeting, including without limitation notice sent by electronic
          mail, is effective at the earliest of: (a) the date received; (b) five days
          after it is deposited in the United States mail, properly addressed to the last
          address for the director shown on the records of the Corporation, first class
          postage prepaid; (c) the date shown on the return receipt if mailed by
          registered or certified mail, return receipt requested, postage prepaid, in the
          United States mail and if the return receipt is signed by or on behalf of the
          director to whom the notice is addressed.

7.       
          Quorum and Voting. A majority of the number of directors fixed by
          or in accordance with Section 2 of this Article III shall constitute a quorum at
          all meetings of the Board of Directors. The vote of a majority of the directors
          present at a meeting at which a quorum is present shall be the act of the Board
          of Directors, except as otherwise required by the Act.

8.       
          Organization, Agenda and Procedure. The Chairman of the Board or,
          in the absence of the Chairman of the Board, the Chief Executive Officer shall
          act as chairperson of the meetings of the Board of Directors. The Secretary, any
          Assistant Secretary, or any other person appointed by the chairperson shall act
          as secretary of each meeting of the Board of Directors. The agenda of any
          procedure for such meetings shall be as determined by the Board of Directors.

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9.       
          Resignation. Any director of the Corporation may resign at any
          time by giving written resignation notice to the Corporation or the Secretary of
          the Corporation at the Corporations principal office. Such resignation
          shall take effect at the date of receipt of such notice or at any later time
          specified therein and, unless otherwise specified therein, the acceptance of
          such resignation shall not be necessary to make it effective, unless it so
          provides. A director who resigns may deliver to the Secretary of State for
          filing a statement to that effect.

10.       
          Removal. Any director may be removed, either with or without
          cause, at any time, at a special meeting of the shareholders called and held for
          such purpose if the number of votes cast in favor of removal exceeds the number
          of votes cast against removal; provided, however, that if a director is elected
          by a voting group of shareholders, only the shareholders of that voting group
          may participate in the vote to remove that director. A vacancy in the Board of
          Directors caused by any such removal may be filled by the Corporations
          shareholders at such meeting or, if the shareholders at such meeting shall fail
          to fill such vacancy, by the Board of Directors as provided in Section 11 of
          this Article III.

11.       
          Vacancies. If a vacancy occurs on the Board of Directors,
          including a vacancy resulting from an increase in the number of directors: (a)
          the shareholders may fill the vacancy at the next annual meeting or at a special
          meeting called for that purpose; or (b) the Board of Directors may fill the
          vacancy; or (c) if the directors remaining in office constitute fewer than a
          quorum of the Board of Directors, they may fill the vacancy by the affirmative
          vote of a majority of all the directors remaining in office. The term of a
          director elected to fill a vacancy pursuant to subparagraph (b) or (c) of the
          foregoing sentence expires at the next annual shareholders meeting. The
          term of a director elected to fill a vacancy pursuant to subparagraph (a) of
          this Section 11 shall be the unexpired term of such directors predecessor
          in office; except that, if the directors predecessor had been elected to
          fill a vacancy pursuant to Subparagraph (b) or (c) of this Section 11, the term
          of a director elected pursuant to Section (a) of this Section 11 shall be the
          unexpired term of the last predecessor elected by the shareholders. If the
          vacant directorship was held by a director elected by a voting group of
          shareholders and one or more of the remaining directors were elected by the same
          voting group, only such directors are entitled to vote to fill the vacancy if it
          is filled by directors, and they may do so by the affirmative vote of a majority
          of such directors remaining in office; and only the holders of shares of that
          voting group are entitled to vote to fill such vacancy if it is filled by the
          shareholders.

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12.       
          Executive and Other Committees. Except as otherwise required by
          the Act, the Board of Directors, by resolution adopted by the greater of a
          majority of the number of directors fixed by or in accordance with Section 2 of
          this Article III or the number of directors required to take action pursuant to
          Section 7 of this Article III, may designate from among its members an executive
          committee and one or more other committees each of which, to the extent provided
          in the resolution and except as otherwise prescribed by the Act, shall have and
          may exercise all of the authority of the Board of Directors in the management of
          the Corporation, except that no committee shall: (a) authorize distributions;
          (b) approve or propose to shareholders action that the Act requires to be
          approved by shareholders; (c) fill vacancies on the Board of Directors or on any
          of its committees; (d) amend the Articles of Incorporation; (e) adopt, amend, or
          repeal these Bylaws; (f) approve a plan of merger not requiring shareholder
          approval; (g) authorize or approve reacquisition of shares, except according to
          a formula or method prescribed by the Board of Directors; or (h) authorize or
          approve the issuance or sale of shares, or a contract for the sale of shares, or
          determine the designation and relative rights, preferences, and limitations of a
          class or series of shares, except that with respect to this clause (h) the Board
          of Directors may authorize a committee to do so within limits specifically
          prescribed by the Board of Directors. The provision of these Bylaws governing
          meetings, action without meeting, notice, waiver of notice, and quorum and
          voting requirements of the Board of Directors shall apply to committees and the
          members thereof.

13.       
          Compensation of Directors. Each director may be paid such
          compensation as fixed from time to time by resolution of the Board of Directors,
          together with reimbursement for the reasonable and necessary expenses incurred
          by such director in connection with the performance of such directors
          duties. Nothing herein contained shall be construed to preclude any director
          from serving the Corporation in any other capacity or any of its subsidiaries in
          any other capacity and receiving proper compensation therefor.

14.       
          Meeting by Telecommunication. One or more members of the Board of
          Directors or any committee designated by the Board of Directors may hold or
          participate in a meeting of the Board of Directors or such committee through the
          use of any means of communication by which all persons participating can hear
          each other at the same time.

15.       
          Notification of Nominations. Nominations for the election of
          directors may be made by the Board of Directors or by a shareholder entitled to
          vote in the election of directors generally. However, any shareholder entitled
          to vote in the election of directors generally may nominate one or more persons
          for election as directors at a meeting only if written notice of such
          shareholders intent to make such nomination or nominations has been given,
          either by personal delivery or by United States mail, postage prepaid, to the
          Secretary not later than (i) with respect to an election to be held at an annual
          meeting of shareholders, 90 days in advance of such meeting, and (ii) with
          respect to an election to be held at a special meeting of shareholders for the
          election of directors, the close of business on the seventh day following the
          date on which notice of such meeting is first given to shareholders. Each such
          notice shall set forth: (a) the name and address of the shareholder who intends
          to make the nomination and of the person or persons to be nominated; (b) a
          representation that the shareholder is a holder of record of stock of the
          Company entitled to vote at such meeting and intends to appear in person or by
          proxy at the meeting to nominate the person or persons specified in the notice;
          (c) a description of all arrangements or understandings between the shareholder
          and each nominee and any other person or persons (naming such person or persons)
          pursuant to which the nomination or nominations are to be made by the
          shareholder; (d) such other information regarding each nominee proposed by such
          shareholder as would be required to be included in a proxy statement filed
          pursuant to the proxy rules of the Securities and Exchange Commission, had the
          nominee been nominated, or intended to be nominated, by the Board of Directors;
          and (e) the consent of each nominee to serve as a director of the Company if so
          elected. The chairman of the meeting may refuse to acknowledge the nomination of
          any person not made in compliance with the foregoing procedure.

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# ARTICLE IV.Waiver of Notice by
Shareholders and Directors and Action  of Shareholders and
Directors by Consent

1.       
          Waiver of Notice. A shareholder may waive any notice required by
          the Act or by the Articles of Incorporation or these Bylaws, and a director may
          waive any notice of a directors meeting, whether before or after the date
          or time stated in the notice as the date or time when any action will occur or
          has occurred. The waiver shall be in writing, be signed by the shareholder or
          director entitled to the notice, and be delivered to the Corporation for
          inclusion in the minutes or filing with the corporate records, but such delivery
          and filing shall not be conditions of the effectiveness of the waiver.
          Attendance of a shareholder at a meeting waives objection to lack of notice or
          defective notice of the meeting, unless the shareholder at the beginning of the
          meeting objects to holding the meeting or transacting business at the meeting
          because of lack of notice or defective notice, and waives objection to
          consideration of a particular matter at the meeting that is not within the
          purpose or purposes described in the meeting notice unless the shareholder
          objects to considering the matter when it is presented. A directors
          attendance at or participation in a meeting waives any required notice to him or
          her of the meeting unless the director, at the beginning of the meeting or
          promptly upon his or her later arrival, objects to holding the meeting or
          transacting business at the meeting because of lack of notice or defective
          notice and does not thereafter vote for or assent to action taken at the
          meeting, or if special notice was required of a particular purpose pursuant to
          the Act, the director objects to transacting business with respect to the
          purpose for which such special notice was required and does not thereafter vote
          for or assent to action taken at the meeting, or if special notice was required
          of a particular purpose pursuant to the Act, the director objects to transacting
          business with respect to the purpose for which such special notice was required
          and does not thereafter vote for or assent to action taken at the meeting with
          respect to such purpose.

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2.       
          Action Without a Meeting. Any action required or permitted to be
          taken at a meeting of the shareholders, directors or members of an executive or
          other committee, as applicable, may be taken without a meeting if all
          shareholders entitled to vote with respect to such action, or all directors or
          all members of an executive or other committee, as the case may be, give written
          consent to such action in writing. The record date for determining shareholders
          entitled to take action without a meeting is the date a writing upon which the
          action is taken, pursuant to this Section 2 of Article IV, is first received by
          the Corporation. Any shareholder who has signed a writing describing and
          consenting to action taken pursuant to this Section 2 of this Article IV may
          revoke such consent by a writing signed by such shareholder describing the
          action and stating that the shareholders prior consent thereto is revoked,
          if such writing is received by the Corporation before the effectiveness of the
          action. Action taken without a meeting shall be effective: in the case of an
          action of shareholders, as of the date the last writing necessary to effect the
          action is received by the Corporation unless all of the writings necessary to
          effect the action specify another date, which may be before or after the date
          the writings are received by the Corporation; and in the case of directors
          action, action is taken when the last director signs a writing describing the
          action taken unless before such time the Secretary has received a written
          revocation of the consent of any other director, and any action so taken shall
          be effective at the time taken unless the directors specify a different
          effective date.

# ARTICLE V. Officers

1.       
          Election and Tenure. The officers of the Corporation shall consist
          of a Chairman of the Board, a Vice Chairman, a Chief Executive Officer, a
          President, a Secretary, and a Treasurer, each of whom shall be appointed
          annually by the Board of Directors. The Board of Directors may also designate
          and appoint such other officers and assistant officers as may be deemed
          necessary. The Board of Directors may delegate to any such officer the power to
          appoint or remove subordinate officers, agents or employees. Any two or more
          offices may be held by the same person. Each officer so appointed shall continue
          in office until a successor shall be appointed and shall qualify, or until the
          officers earlier death, resignation or removal. Each officer shall be a
          natural person who is eighteen years of age or older.

2.       
          Resignation, Removal and Vacancies. Any officer may resign at any
          time by giving written notice of resignation to the Board of Directors or the
          Chief Executive Officer. Such resignation shall take effect when the notice is
          received by the Corporation unless the notice specifies a later effective date,
          and acceptance of the resignation shall not be necessary to render such
          resignation effective. Any officer may at any time be removed by the Board of
          Directors. An officer appointed to fill a vacancy shall be appointed for the
          unexpired term of such officers predecessor in office and shall continue
          in office until a successor shall be elected or appointed and shall qualify, or
          until such officers earlier death, resignation or removal. The appointment
          of an officer shall not itself create contract rights in favor of the officer,
          and the removal of an officer does not affect the officers contract
          rights, if any, with the Corporation and the resignation of an officer does not
          affect the Corporations contract rights, if any, with the officer.

3.       
          Chairman of the Board. The Chairman of the Board shall preside at
          meetings of the Board of Directors and of the shareholders at which he or she is
          present, and shall give counsel and advice to the Board of Directors and the
          officers of the Corporation on all subjects concerning the welfare of the
          Corporation and the conduct of its business. The Chairman of the Board of
          Directors shall perform such other duties as the Board may from time to time
          determine.

4.       Vice
Chairman. If the Chairman dies or is unable to perform the duties of the Chairman
for any other reason, the Vice Chairman, if any, shall preside at all meetings of the
shareholders and at all meetings of the Board of Directors, and may call special meetings
of the shareholders and regular and special meetings of the Board of Directors. The Vice
Chairman, if any, shall not succeed to any of the other rights, powers or duties of the
Chairman. He or she shall perform such other duties as from time to time may be assigned
to him or her by the Board of Directors.

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5.       Chief
Executive Officer. The Chief Executive Officer shall have general supervision,
direction and control of the business of the Corporation and shall have the general
powers and duties of management usually vested in or incident to the office of the Chief
Executive Officer of a corporation. The Chief Executive Officer shall see that all orders
and resolutions of the Board of Directors are carried into effect. In the absence of the
Chairman of the Board, or if authorized by the Chairman of the Board, the Chief Executive
Officer shall preside at meetings of the shareholders. He or she shall be a member of the
executive committee, if such a committee is designated by the Board of Directors. Except
as the Board of Directors shall authorize the execution thereof in some other manner, he
or she shall executive bonds, mortgages and other contracts on behalf of the Corporation
and shall cause the seal to be affixed to any instrument requiring it. If the Chief
Executive Officer dies or becomes unable to perform the duties of the Chief Executive
Officer, the Board of Directors shall elect a successor to be Chief Executive Officer of
the corporation.

6.       
          President. The President shall perform all duties as may from time
          to time be assigned by the Board of Directors or the Chief Executive Officer. In
          the absence of the Chief Executive Officer or in the event of the inability or
          refusal of the Chief Executive Officer to act, the President shall perform the
          duties of the Chief Executive Officer and when so performing shall have all
          powers of and be subject to all the restrictions upon the Chief Executive
          Officer.

7.       
          Vice Presidents. The Vice Presidents, if any, shall perform such
          duties and possess such powers as from time to time may be assigned to them by
          the Board of Directors or the Chief Executive Officer.

8.       
          Secretary. The Secretary shall perform such duties and shall have
          such powers as may from time to time be assigned by the Board of Directors or
          the Chief Executive Officer. In addition, the Secretary shall perform such
          duties and have such powers as are incident to the office of Secretary
          including, without limitation, the duty and power to give notice of all meetings
          of shareholders and the Board of Directors, the preparation and maintenance of
          minutes of the directors and shareholders meetings and other records
          and information required to be kept by the Corporation under Article XI and for
          authenticating records of the Corporation, and to be custodian of the corporate
          seal and to affix and attest to the same on documents, the execution of which on
          behalf of the Corporation is authorized by these Bylaws or by the action of the
          Board of Directors.

9.       
          Treasurer. The Treasurer shall perform such duties and shall have
          such powers as may from time to time be assigned by the Board of Directors or
          the Chief Executive Officer. In addition, the Treasurer shall perform such
          duties and have such powers as are incident to the office of Treasurer
          including, without limitation, the duty and power to keep and be responsible for
          all funds and securities of the Corporation, to deposit funds of the Corporation
          in depositories selected in accordance with these Bylaws, to disburse such funds
          as ordered by the Board of Directors, making proper accounts thereof, and to
          render as required by the Board of Directors statements of all these
          transactions taken as Treasurer and of the financial condition of the
          Corporation.

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10.       
          Assistant Secretaries and Assistant Treasurers. The Assistant
          Secretaries and Assistant Treasurers, if any, shall perform such duties as shall
          be assigned to them by the Secretary or the Treasurer, respectively, or by the
          Chief Executive Officer or the Board of Directors. In the absence, inability or
          refusal to act of the Secretary or the Treasurer, the Assistant Secretaries or
          Assistant Treasurers, respectively, in the order designated by the Board of
          Directors, or in the absence of any designation, then in the order of their
          election or appointment, shall perform the duties and exercise the powers of the
          Secretary or Treasurer, as the case may be.

11.       
          Bond of Officers. The Board of Directors may require any officer
          to give the Corporation a bond in such sum and with such surety or sureties as
          shall be satisfactory to the Board of Directors for such terms and conditions as
          the Board of Directors may specify, including without limitation for the
          faithful performance of such officers duties and for the restoration to
          the Corporation of any property belonging to the Corporation in such
          officers possession or under the control of such officer.

12.       
          Compensation. Officers of the Corporation shall be entitled to
          such salaries, emoluments, compensation or reimbursement as shall be fixed or
          authorized from time to time by the Board of Directors.

# ARTICLE VI. Indemnification

1.       
          Indemnification. To the extent permitted or required by the Act
          and any other applicable law, if any director or officer of the Corporation is
          made a party to or is involved in any proceeding because such person is or was a
          director or officer of the Corporation, the Corporation shall (a) indemnify such
          person from and against any liability, including but not limited to expenses of
          investigation and preparation, expenses in connection with appearance as a
          witness, and fees and disbursements of counsel, accountants or other experts,
          incurred by such person in such proceeding, and (b) advance to such person
          expenses incurred in such proceeding. The Corporation may in its discretion, but
          is not obligated in any way to, indemnify and advance expenses to an employee or
          agent of the Corporation to the same extent as to a director or officer, and the
          Corporation may indemnify an employee, fiduciary, or agent of the Corporation to
          a greater extent than expressly permitted herein for officers and directors if
          not inconsistent with public policy.

2.       
          Provisions not Exclusive. The foregoing provisions for
          indemnification and advancement of expenses are not exclusive, and the
          Corporation may at its discretion provide for indemnification or advancement of
          expenses in a resolution of its shareholders or directors, in a contract or in
          its Articles of Incorporation.

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3.       
          Effect of Modification of Act. Any repeal or modification of the
          foregoing provisions of this Article for indemnification or advancement of
          expenses shall not affect adversely any right or protection stated in such
          provisions with respect to any act or omission occurring prior to the time of
          such repeal or modification. If any provision of this Article or any part
          thereof shall be held to be prohibited by or invalid under applicable law, such
          provision or part thereof shall be deemed amended to accomplish the objectives
          of the provision or part thereof as originally written to the fullest extent
          permitted by law, and all other provisions or parts shall remain in full force
          and effect.

4.       
          Definitions. As used in this Article, the following terms have the
          following meanings:

| | (a)       
               Act. When used with reference to an act or omission occurring
               prior to the effectiveness of any amendment to the Act which occurs after the
               effectiveness of the adoption of this Article, the term Act shall
               include such amendment only to the extent that the amendment permits a
               corporation to provide broader indemnification rights than the Act permitted
               prior to the amendment.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               Corporation. The term Corporation includes any
               domestic or foreign entity that is a predecessor of the Corporation by reason of
               a merger or other transaction in which the predecessors existence ceased
               upon consummation of the transaction.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               Director or Officer. A director or officer
               is an individual who is or was a director or officer of the Corporation or an
               individual who, while a director or officer of the Corporation, is or was
               serving at the Corporations request as director, officer, partner,
               trustee, employee, fiduciary, or agent of another domestic or foreign
               corporation or other person or entity or of an employee benefit plan. A director
               or officer is considered to be serving an employee benefit plan at the
               Corporations request if his or her duties to the Corporation also impose
               duties on, or otherwise involve services by, the director or officer to the plan
               or to participants in or beneficiaries of the plan. The terms
               director and officer include, unless the context
               requires otherwise, the estate or personal representative of a director or
               officer.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               Liability. The term liability means the obligation
               incurred with respect to a proceeding to pay a judgment, settlement, penalty,
               fine (including any excise tax assessed with respect to an employee benefit
               plan), or reasonable expenses.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)       
               Proceeding. The term proceeding means any threatened,
               pending or completed action, suit, or proceeding whether civil, criminal,
               administrative or investigative, and whether formal or informal.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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5.       
          Insurance. The Corporation may purchase and maintain insurance on
          behalf of a person who is or was a director, officer, employee, fiduciary, or
          agent of the Corporation, or who, while a director, officer, employee,
          fiduciary, or agent of the Corporation, is or was serving at the request of the
          Corporation as a director, officer, partner, trustee, employee, fiduciary, or
          agent of another domestic or foreign corporation or other person or entity or of
          any employee benefit plan, against liability asserted against or incurred by the
          person in that capacity or arising from his or her status as a director,
          officer, employee, fiduciary, or agent, whether or not the Corporation would
          have power to indemnify the person against the same liability under the Act. Any
          such insurance may be procured from any insurance company designated by the
          Board of Directors, whether such insurance company is formed under the laws of
          this state or any other jurisdiction of the United States or elsewhere,
          including any insurance company in which the Corporation has an equity or any
          other interest through stock ownership or otherwise.

6.       
          Expenses as a Witness. The Corporation may pay or reimburse
          expenses incurred by a director, officer, employee, fiduciary, or agent in
          connection with an appearance as a witness in a proceeding at a time when he or
          she has not been made a named defendant or respondent in the proceeding.

7.       
          Notice to Shareholders. If the Corporation indemnifies or advances
          expenses to a director under this Article in connection with a proceeding by or
          in the right of the Corporation, the Corporation shall give written notice of
          the indemnification or advance to the shareholders with or before the notice of
          the next shareholders meeting. If the next shareholder action is taken
          without meeting at the instigation of the Board of Directors, such notice shall
          be given to the shareholders at or before the time the first shareholder signs a
          writing consenting to such action.

# ARTICLE VII. Execution of
Instruments; Loans; Checks and Endorsements; Deposits; Proxies

1.       
          Execution of Instruments. The Chief Executive Officer, or the
          President or any Vice President shall have the power to execute and deliver on
          behalf of and in the name of the Corporation any instrument requiring the
          signature of an officer of the Corporation, except as otherwise provided in
          these Bylaws or when the execution and delivery of the instrument shall be
          expressly delegated by the Board of Directors to some other officer or agent of
          the Corporation. Unless authorized to do so by these Bylaws or by the Board of
          Directors, no officer, agent or employee shall have any power or authority to
          bind the Corporation in any way, to pledge its credit or to render it liable
          pecuniarily for any purpose or in any amount.

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2.       
          Borrowing. No loan shall be contracted on behalf of the
          Corporation, and no evidence of indebtedness shall be issued, endorsed or
          accepted in its name, unless authorized by the Board of Directors or a committee
          designated by the Board of Directors so to act. Such authority may be general or
          confined to specific instances. When so authorized, an officer may (a) effect
          loans at any time for the Corporation from any bank or other entity and for such
          loans may execute and deliver promissory notes or other evidences of
          indebtedness of the Corporation; and (b) mortgage, pledge or otherwise encumber
          any real or personal property, or any interest therein, owned or held by the
          Corporation as security for the payment of any loans or obligation of the
          Corporation, and to that end may execute and deliver for the Corporation such
          instruments as may be necessary or proper in connection with such transaction.

3.       
          Loans to Directors, Officers and Employees. The Corporation may
          lend money to, guarantee the obligations of and otherwise assist directors,
          officers and employees of the Corporation, or directors of another corporation
          of which the Corporation owns a majority of the voting stock, only upon
          compliance with the requirements of the Act.

4.       
          Checks and Endorsements. All checks, drafts or other orders for
          the payment of money, obligations, notes or other evidences of indebtedness,
          bills of lading, warehouse receipts, trade acceptances and other such
          instruments shall be signed or endorsed for the Corporation by such officers or
          agents of the Corporation as shall from time to time be determined by resolution
          of the Board of Directors, which resolution may provide for the use of facsimile
          signatures.

5.       
          Deposits. All funds of the Corporation not otherwise employed
          shall be deposited from time to time to the Corporations credit in such
          banks or other depositories as shall from time to time be determined by
          resolution of the Board of Directors, which resolution may specify the officers
          or agents of the Corporation who shall have the power, and the manner in which
          such power shall be exercised, to make such deposits and to endorse, assign and
          deliver for collection and deposit checks, drafts and other orders for the
          payment of money payable to the Corporation or its order.

6.       
          Proxies. Unless otherwise provided by resolution adopted by the
          Board of Directors, the Chief Executive Officer, or the President or any Vice
          President: (a) may from time to time appoint one or more agents of the
          Corporation, in the name and on behalf of the Corporation, (i) to cast the votes
          which the Corporation may be entitled to cast as the holder of stock or other
          securities in any other corporation, association or other entity whose stock or
          other securities may be held by the Corporation, at meetings of the holders of
          the stock or other securities of such other corporation, association or other
          entity, or (ii) to consent in writing to any action by such other corporation,
          association or other entity; (b) may instruct the person so appointed as to the
          manner of casting such votes or giving such consent; and (c) may execute or
          cause to be executed in the name and on behalf of the Corporation and under its
          corporate seal, or otherwise, all such written proxies or other instruments as
          may be deemed necessary or proper.

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# ARTICLE VIII.Shares of Stock

1.       
          Certificates of Stock. The shares of the Corporation may but need
          not be represented by certificates. Unless the Act or another law expressly
          provides otherwise, the fact that the shares are not represented by certificates
          shall have no effect on the rights and obligations of shareholders. If the
          shares are represented by certificates, such certificates shall be signed either
          manually or in facsimile by the President and the Secretary or such other
          representatives of the Corporation as are designated by the Board of Directors.
          If the person who signed, either manually or in facsimile, a share certificate,
          no longer holds office when the certificate is issued, the certificate is
          nevertheless valid. Every certificate representing shares issued by the
          Corporation shall state the number and class of shares and the designation of
          the series, if any, the certificate represents, and shall otherwise be in such
          form as is required by law and as the Board of Directors shall prescribe.

2.       
          Shares Without Certificates. The Board of Directors may authorize
          the issuance of any class or series of shares of the Corporation without
          certificates. Such authorization shall not affect shares already represented by
          certificates until they are surrendered to the Corporation. Within a reasonable
          time following the issue or transfer of shares without certificates, the
          Corporation shall send the shareholder a complete written statement of the
          information required on certificates by the Act.

3.       
          Record. A record shall be kept of the names and addresses of the
          Corporations shareholders, in a form that permits preparation of a list of
          shareholders that is arranged by voting group and within each voting group by
          class or series of shares, that is alphabetical within each class or series, and
          that shows the addresses of, and the number of shares of each class and series
          and the date of issuance of the shares (and in case of cancellation, the date of
          cancellation) held by, each shareholder. The person or other entity in whose
          name shares of stock stand on the books of the Corporation shall be deemed the
          owner thereof, and thus a holder of record of such shares of stock, for all
          purposes as regards the Corporation.

4.       
          Transfer of Stock. Transfers of shares of the stock of the
          Corporation shall be made only on the books of the Corporation by the registered
          holder thereof, or by such registered holders attorney thereunto
          authorized, and on the surrender of the certificate or certificates for such
          shares properly endorsed.

5.       
          Transfer Agents and Registrars; Regulations. The Board of
          Directors may appoint one or more transfer agents or registrars with respect to
          shares of the stock of the Corporation. The Board of Directors may make such
          rules and regulations as it may deem expedient and as are not inconsistent with
          these Bylaws, concerning the issue, transfer and registration of certificates
          for shares of the stock of the Corporation.

6.       
          Lost, Destroyed or Mutilated Certificates. In case of the alleged
          loss, destruction or mutilation of a certificate representing stock of the
          Corporation, a new certificate may be issued in place thereof, in such manner
          and upon such terms and conditions as the Board of Directors may prescribe, and
          shall be issued in such situations as required by the Act.

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# ARTICLE IX. Corporate Seal

The
corporate seal shall be in the form approved by resolution of the Board of Directors. Said
sale may be used by causing it or a facsimile thereof to be impressed or affixed or in any
other manner reproduced. The impression of the seal may be made and attested by either the
Secretary or any Assistant Secretary for the authentication of contracts or other papers
requiring the seal.

# ARTICLE X. Fiscal Year

The
fiscal year of the Corporation shall be the year established by the Board of Directors.

# ARTICLE XI. Corporate Records

1.       
          Corporate Records. The Corporation shall comply with the
          provisions of the Act regarding maintenance of records and shall keep such
          records at such place as the Act may designate or, if the Act does not designate
          the place for such records, then at such place or places as may be from time to
          time designated by the Board of Directors.

2.       
          Addresses of Shareholders. Each shareholder shall furnish to the
          Secretary of the Corporation or the Corporations transfer agent an address
          to which notices from the Corporation, including notices of meetings, may be
          directed and if any shareholder shall fail so to designate such an address, it
          shall be sufficient for any such notice to be directed to such shareholder at
          such shareholders address last known to the Secretary or transfer agent.

3.       
          Fixing Record Date. The Board of Directors may fix in advance a
          date as a record date for the determination of the shareholders entitled to a
          notice of or to vote at any meeting of shareholders or entitled to receive
          payment of any dividend or other distribution or allotment of rights in respect
          of any change, conversion or exchange of stock, or for the purpose of any other
          lawful action. Such record date shall not be more than 70 days before the
          meeting or action requiring a determination of shareholders, except that the
          record date for determining shareholders entitled to take action without a
          meeting or entitled to be given notice of action so taken is the date upon which
          a writing upon which such action is first received by the Corporation. Only such
          shareholders as shall be shareholders of record on the date so fixed shall be so
          entitled with respect to the matter to which the same relates. If the Board of
          Directors shall not fix a record date as above provided, then the record date
          shall be determined in accordance with the Act.

4.       
          Inspection of Corporate Records. Shareholders shall have those
          rights to inspect and copy the Corporations records as provided in the
          Act.

5.       
          Distribution of Financial Statements. Upon the written request of
          any shareholder of the Corporation, the Corporation shall mail to such
          shareholder its last annual and most recently published financial statement, if
          any.

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6.       
          Audits of Books and Accounts. The Corporations books and
          accounts may be audited at such times and by such auditors as shall be specified
          and designated by resolution of the Board of Directors.

# ARTICLE XII. Emergency Bylaws and
Actions

Subject
to repeal or change by action of the shareholders, the Board of Directors may adopt
emergency bylaws and exercise other powers in accordance with and pursuant to the
provisions of the Act.

# ARTICLE XIII. Amendments

Unless
the Act, the Articles of Incorporation or a particular Bylaw reserves the right to amend
the Bylaws exclusively to the shareholders, the Board of Directors may amend or repeal
these Bylaws or adopt new bylaws. The shareholders may also amend or repeal these Bylaws
or adopt new bylaws.

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