**SORL
      AUTO PARTS INC.**




**AMENDED
      AND RESTATED BYLAWS**




(February
      20, 2006)






**ARTICLE
      I -** **STOCKHOLDERS**




**Section
      1.** **Annual
      Meeting.**




An
      annual
      meeting of the stockholders, for the election of directors to succeed those
      whose terms expire and for the transaction of such other business as may
      properly come before the meeting, shall be held at such place, on such date,
      and
      at such time as the Board of Directors shall each year fix, which date shall
      be
      within thirteen months subsequent to the later of the date of incorporation
      or
      the last annual meeting of stockholders.




**Section
      2.** **Special
      Meetings.**




Special
      meetings of the stockholders, for any purpose or purposes prescribed in the
      notice of the meeting, may be called by the Board of Directors or the chief
      executive officer and shall be held at such place, on such date, and at such
      time as the persons or person calling the special meeting shall
      fix.




**Section
      3.** **Notice
      of Meetings.**




Notice
      of
      the place, date and time of all meetings of the stockholders shall be given
      in
      writing or by electronic transmission, not less than ten nor more than sixty
      days before the date on which the meeting is to be held, to each stockholder
      entitled to vote at such meeting, except as otherwise provided herein or
      required by law (meaning, here and hereinafter, as required from time to time
      by
      the Delaware General Corporation Law or the Certificate of Incorporation of
      the
      corporation).




When
      a
      meeting is adjourned to another place, date or time, notice need not be given
      of
      the adjourned meeting if the place, date and time thereof are announced at
      the
      meeting at which the adjournment is taken; provided, however, that if the date
      of any adjourned meeting is more than thirty days after the date for which
      the
      meeting was originally noticed, or if a new record date is fixed for the
      adjourned meeting, notice of the place, date and time of the adjourned meeting
      shall be given in conformity herewith. At any adjourned meeting, any business
      may be transacted which might have been transacted at the original
      meeting.




**Section
      4.** **Quorum**




At
      any
      meeting of the stockholders, including any adjourned meeting, the holders of
      a
      majority of all of the shares of the stock entitled to vote at the meeting,
      present in person or by proxy, shall constitute a quorum for all purposes,
      unless or except to the extent that the presence of a larger number maybe
      required by law.









If
      a
      quorum shall fail to attend any meeting, the chairman of the meeting or the
      holders of a majority of the shares of the stock entitled to vote who are
      present, in person or by proxy, may adjourn the meeting to another place, date,
      or time.




**Section
      5.** **Organization.**




Such
      person as the Board of Directors may have designated or, in the absence of
      such
      a person, the chief executive officer of the corporation or, in his absence,
      such person as may be chosen by the holders of a majority of the shares entitled
      to vote who are present, in person or by proxy, shall call to order any meeting
      of the stockholders and act as chairman of the meeting. In the absence of the
      Secretary of the corporation, the secretary of the meeting shall be such person
      as the chairman appoints.




**Section
      6.** **Conduct
      of Business.**




The
      chairman of any meeting of stockholders shall determine the order of business
      and the procedure at the meeting, including such regulation of the manner of
      voting and the conduct of discussion as seem to the chairman in
      order.




**Section
      7.** **Proxies
      and Voting.**




At
      any
      meeting of the stockholders, every stockholder entitled to vote may vote in
      person or by proxy authorized by an instrument in writing, if authorized by
      the
      Board of Directors, or by electronic transmission and presented in accordance
      with the procedure established for the meeting.




Each
      stockholder shall have one vote for every share of stock entitled to vote which
      is registered in such stockholder’s name on the record date for the meeting,
      except as otherwise provided herein or required by law.




All
      voting, including on the election of directors, but excepting where otherwise
      required by law, may be by a voice vote; provided, however, that upon demand
      therefor by a stockholder (or a person acting as proxy for a stockholder)
      entitled to vote, a stock vote shall be taken. Every stock vote shall be taken
      by ballot. Each ballot shall state the name of the stockholder or proxy voting
      and such other information as may be required under the procedure established
      for the meeting. Every vote taken by ballot shall be counted by an inspector
      or
      inspectors appointed by the chairman of the meeting.




All
      elections shall be determined by a plurality of the votes cast, and except
      as
      otherwise required by law, all other matters shall be determined by a majority
      of the votes cast.




**Section
      8.** **Stock
      List.**




The
      corporation shall prepare, at least ten days before every meeting of
      stockholders, a complete list of stockholders entitled to vote at any meeting
      of
      stockholders, arranged in alphabetical order for each class of stock and showing
      the address of each such stockholder and the number of shares registered in
      such
      stockholder’s name. This list shall presumptively determine the identity of the
      stockholders entitled to vote at the meeting and the number of shares held
      by
      each of them. The corporation shall not be required to include electronic mail
      addresses or other electronic contact information on such list. Such list shall
      be open to the examination of any stockholder, for any purpose germane to the
      meeting for a period of at least 10 days prior to the meeting: (i) on a
      reasonably accessible electronic network, provided that the information required
      to gain access to such list is provided with the notice of the meeting, or
      (ii) during ordinary business hours, at the principal place of business of
      the corporation. In the event that the corporation determines to make the list
      available on an electronic network, the corporation may take reasonable steps
      to
      ensure that such information is available only to stockholders of the
      corporation. If the meeting is to be held at a place, then the list shall be
      produced and kept at the time and place of the meeting during the whole time
      thereof, and may be inspected by an stockholder who is present. If the meeting
      is to be held solely by means of remote communication, then the list shall
      also
      be open to the examination of any stockholder during the whole time of the
      meeting on a reasonably accessible electronic network, and the information
      required to access such list shall be provided with the notice of the
      meeting.




2




**Section
      9.** **Consent
      of Stockholders in Lieu of Meeting.**




Any
      action required to be taken at any annual or special meeting of stockholders
      of
      the corporation, or any action which may be taken at any annual or special
      meeting of the stockholders, may be taken without a meeting, without prior
      notice and without a vote, if a consent in writing, setting forth the action
      so
      taken, shall be signed by the holders of outstanding stock having not less
      than
      the minimum number of votes that would be necessary to authorize or take such
      action at a meeting at which all shares entitled to vote thereon were present
      and voted and shall be delivered to the corporation by delivery to its
      registered office in the State of Delaware, its principal place of business,
      or
      an officer or agent of the corporation having custody of the book in which
      proceedings of meetings of stockholders are recorded. Delivery to the
      corporation’s registered office shall be by hand or by certified or registered
      mail, return receipt requested, provided that the Board of Directors may in
      its
      discretion permit another form of delivery for consents given by electronic
      transmission. Every written consent shall bear the date of signature of each
      stockholder who signs the consent.




**ARTICLE
      II -** **BOARD
      OF DIRECTORS**




**Section
      1.** **Number
      and Term of Office.**




The
      number of directors who shall constitute the whole board shall be such number
      as
      the Board of Directors shall at the time have designated, except that in the
      absence of any such designation, such number shall be as follows:
      (a) during any period when the corporation has less than $100,000 in
      stockholders’ equity and is not actively engaged in commercial activities, the
      number of directors shall be one, and (b) during any period when the
      corporation has $100,000 or more in stockholders’ equity and is actively engaged
      in commercial activities, the number of directors shall be three.




At
      any
      time when shares of any class or series of class of stock of the corporation
‘s
      stock are qualified for listing on the Bulletin Board Exchange, the Nasdaq
      Stock
      Market or any other regional or national securities exchange, the composition
      of
      the corporation’s board of directors shall comply with any applicable
      requirements regarding independent directors.




Each
      director shall be elected for a term of one year. A director whose term has
      expired and whose directorship has not been eliminated by a decrease in the
      number of directors effective upon the expiration of the director’s one year
      term) shall continue in office until such director’s successor is elected and
      qualified, except as otherwise provided herein or required bylaw.




Whenever
      the authorized number of directors is increased between annual meetings of
      the
      stockholders, a majority of the directors then in office may elect persons
      to
      serve in such newly-created directorships for the balance of a term and until
      their successors are elected and qualified. Any decrease in the authorized
      number of directors shall not become effective until the expiration of the
      term
      of the directors then in office unless, at the time of such decrease, there
      shall be vacancies on the board which are being eliminated by the
      decrease.




**Section
      2.** **Vacancies.**




If
      the
      office of any director becomes vacant by reason of death, resignation,
      disqualification, removal or other cause, a majority of the directors remaining
      in office, although less than a quorum, may elect a successor for the unexpired
      term and until a successor is elected and qualified.




**Section
      3.** **Regular
      Meetings.**




Regular
      meetings of the Board of Directors shall be held at such place or places, on
      such date or dates, and at such time or times as shall have been established
      by
      the Board of Directors and publicized in writing among all directors. A separate
      notice of each such regular meeting shall not be required.




**Section
      4.** **Special
      Meetings.**




Special
      meetings of the Board of Directors may be called by one-third of the directors
      then in office (rounded up to the nearest whole number) or by the chief
      executive officer and shall be held at such place, on such date, and at such
      time as the person or persons calling the special meeting shall fix. Notice
      of
      the place, date, and time of each such special meeting shall be given each
      director by whom it is not waived by mailing written notice not less than five
      days before the meeting or by transmitting the same by facsimile or other means
      of electronic transmission not less than twenty-four hours before the meeting.
      Unless otherwise indicated in the notice thereof, any and all business may
      be
      transacted at a special meeting.




**Section
      5.** **Quorum.**




At
      any
      meeting of the Board of Directors, a majority of the total number of the whole
      board shall constitute a quorum for all purposes. If a quorum shall fail to
      attend any meeting, a majority of those present may adjourn the meeting to
      any
      place, date, or time, without further notice or waiver thereof




3




**Section
      6.** **Participation
      in Meetings by Conference Telephone or other Communications
      Equipment.**




Members
      of the Board of Directors, or of any committee thereof, may participate in
      a
      meeting of such board or committee by means of conference telephone or other
      communications equipment by means of which all persons participating in the
      meeting can hear and be heard by each other and such participation shall
      constitute presence in person at such meeting.




**Section
      7.** **Conduct
      of Business.**




At
      any
      meeting of the Board of Directors, business shall be transacted in such order
      and manner as the board may from time to time determine, and all matters shall
      be determined by the vote of a majority of the directors present, except as
      otherwise provided herein or required by law. Action may be taken by the Board
      of Directors without a meeting if all members thereof consent thereto in writing
      or by electronic transmission, and the writing or writings or electronic
      transmission or transmissions are filed with the minutes of proceedings of
      the
      Board of Directors. Such filing shall be in paper form if the minutes are
      maintained in paper form and shall be in electronic form if the minutes are
      maintained in electronic form.




**Section
      8.** **Powers.**




The
      Board
      of Directors may, except as otherwise required by law, exercise all such powers
      and do all such acts and things as may be exercised or done by the
      corporation.




**Section
      9.** **Compensation
      of Directors.**




The
      compensation of directors shall be fixed from time to time by resolution of
      the
      Board of Directors, and shall be submitted to the stockholders of the
      corporation for ratification at the next scheduled annual or special meeting
      of
      stockholders. Compensation may be paid to directors between the time of adoption
      of a resolution by the Board of Directors fixing compensation of directors
      and
      the meeting of stockholders at which ratification of compensation is sought.
      Directors shall be entitled to reimbursement for reasonable out-of-pocket
      expenses incurred in connection with attending meetings of the Board of
      Directors or meetings of any committee of the Board of Directors. At any time
      when the corporation does not have in full force and effect errors and omissions
      insurance for the benefit of directors and officers of the corporation, the
      compensation of directors may include a reasonable additional payment to reflect
      the risk associated with the absence of errors and omission insurance. Nothing
      herein contained shall be construed to preclude any director from serving the
      corporation in any other capacity and receiving compensation therefor, provided
      that such compensation shall either be approved by a majority of the independent
      directors of the corporation or submitted to the stockholders of the corporation
      for ratification at the next scheduled annual or special meeting of the
      stockholders. Where compensation of a director for service to the corporation
      in
      another capacity is to be submitted to the stockholders for ratification, such
      compensation may be paid to the director between the time of adoption of a
      resolution by the Board of Directors providing for such compensation and the
      meeting of stockholders at which ratification of such compensation is
      sought.




4




**Section
      10.** **Indemnification
      of Officers and Directors.**




Every
      person who was or is a party or is threatened to be made a party to or is
      involved in any action, suit or proceeding, whether civil, criminal,
      administrative or investigative, by reason of the fact that such person, or
      a
      person of whom such person is the legal representative, is or was a director
      or
      officer of the corporation or is or was serving at the request of the
      corporation as a director or officer of another corporation, or as its
      representative in a partnership, joint venture, trust or other enterprise,
      whether the basis of such action, suit or proceeding is any alleged action
      in an
      official capacity as director, officer or representative, or in any other
      capacity while serving as a director, officer or representative, shall be
      indemnified and held harmless by the corporation to the fullest extent
      authorized by the General Corporation Law of the State of Delaware, as the
      same
      exists or may hereafter be amended, against all expenses, liability and loss
      (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties
      and amounts paid or to be paid in settlement) reasonably incurred or suffered
      by
      such person in connection therewith; provided, however, that the corporation
      shall indemnify any such person in connection with any action, suit or
      proceeding (or part thereof) initiated by such person only if such action,
      suit
      or proceeding (or part thereof) was authorized by the Board of Directors of
      the
      corporation. Such right shall be a contract right and shall include the right
      to
      be paid by the corporation expenses incurred in defending any action, suit
      or
      proceeding in advance of its final disposition upon delivery to the corporation
      of an undertaking, by or on behalf of such person, to repay all amounts so
      advanced unless it should be determined ultimately that such person is entitled
      to be indemnified under this Section 10 or otherwise.




The
      rights conferred by this Section 10 shall not be exclusive of any other
      right to indemnification or advancement of expenses which a person may have
      or
      hereafter acquire under any statute, provision of the certificate of
      incorporation, bylaw, agreement, vote of stockholders or disinterested directors
      or otherwise.




**ARTICLE
      III -** **COMMITTEES**




**Section
      1.** **Committees
      of the Board of Directors.**




The
      Board
      of Directors may from time to time designate committees of the board, with
      such
      lawfully delegable powers and duties as it thereby confers, to serve at the
      pleasure of the board and shall, for those committees and any others provided
      for herein, elect a director or directors to serve as the member or members,
      designating, if it desires, other directors as alternate members who may replace
      any absent or disqualified member at any meeting of the committee. In the
      absence or disqualification of any member of any committee and any alternate
      member in his place, the member or members of the committee present at the
      meeting and not disqualified from voting, whether or not he or they constitute
      a
      quorum, may by unanimous vote appoint another member of the Board of Directors
      to act at the meeting in the place of the absent or disqualified
      member.




**Section
      2.** **Conduct
      of Business.**




Each
      committee may determine the procedural rules for meeting and conducting its
      business and shall act in accordance therewith, except as otherwise provided
      herein or required by law. Adequate provision shall be made for notice to
      members of all meetings; one-third of the members shall constitute a quorum
      unless the committee shall consist of one or two members, in which event one
      member shall constitute a quorum; and all matters shall be determined by a
      majority vote of the members present. Action may be taken by any committee
      without a meeting if all members thereof consent thereto in writing or by
      electronic transmission, and the writing or writings or electronic transmission
      or transmissions are filed with the minutes of the proceedings of such
      committee. Such filing shall be in paper form if the minutes are maintained
      in
      paper form and shall be in electronic form if the minutes are maintained in
      electronic form.




5




**ARTICLE
      IV -** **OFFICERS**




**Section
      1.** **Generally.**




The
      officers of the corporation shall consist of a president, one or more vice
      presidents, a secretary, a treasurer and such other officers as may from time
      to
      time be appointed by the Board of Directors. Officers shall be elected by the
      Board of Directors which shall consider that subject at its first meeting after
      every annual meeting of stockholders. Each officer shall hold office until
      his
      or her successor is elected and qualified or until his or her earlier
      resignation or removal. The president shall be a member of the Board of
      Directors. Any number of offices may beheld by the same person.




**Section
      2.** **President.**




The
      president shall be the chief executive officer of the corporation. Subject
      to
      the provisions of these bylaws and to the direction of the Board of Directors,
      the president shall have the responsibility for the general management and
      control of the business and affairs of the corporation and shall perform all
      duties and have all powers which are commonly incident to the office of chief
      executive or which are delegated to him by the Board of Directors. The president
      shall have power to sign all stock certificates, contracts and other instruments
      of the corporation which are authorized and shall have general supervision
      and
      direction of all of the other officers, employees and agents of the
      corporation.




**Section
      3.** **Vice
      President.**




Each
      vice
      president shall have such powers and duties as may be delegated to him or her
      by
      the Board of Directors. One vice president shall be designated by the board
      to
      perform the duties and exercise the powers of the president in the event of
      the
      president’s absence or disability.




**Section
      4.** **Treasurer.**




The
      treasurer shall have the responsibility for maintaining the financial records
      of
      the corporation and shall have custody of all monies and securities of the
      corporation. The treasurer shall make such disbursements of the funds of the
      corporation as are authorized and shall render from time to time an account
      of
      all such transactions and of the financial condition of the corporation. The
      treasurer shall also perform such other duties as the Board of Directors may
      from time to time prescribe.




**Section
      5.** **Secretary.**




The
      secretary shall issue all authorized notices for, and shall keep minutes of,
      all
      meetings of the stockholders and the Board of Directors. The secretary shall
      have charge of the corporate books and shall perform such other duties as the
      Board of Directors may from time to time prescribe.




**Section
      6.** **Delegation
      of Authority.**




The
      Board
      of Directors may from time to time delegate the powers or duties of any officer
      to any other officer or agent, notwithstanding any other provision of these
      bylaws.




**Section
      7.** **Removal.**




Any
      officer of the corporation may be removed at any time, with or without cause,
      by
      the Board of Directors.




**Section
      8.** **Action
      with Respect to Securities of Other Corporations.**




Unless
      otherwise directed by the Board of Directors, the president shall have power
      to
      vote and otherwise act on behalf of the corporation, in person or by proxy,
      at
      any meeting of stockholders of or with respect to any action of stockholders
      of
      any other corporation in which this corporation may hold securities and
      otherwise to exercise any and all rights and powers which this corporation
      may
      possess by reason of its ownership of securities in such other
      corporation.




6




**ARTICLE
      V -** **STOCK**




**Section
      1.** **Certificates
      of Stock.**




Each
      stockholder shall be entitled to a certificate signed by, or in the name of
      the
      corporation by, the president or a vice president, and by the secretary or
      an
      assistant secretary, or the treasurer or an assistant treasurer, certifying
      the
      number of shares owned by such stockholder. Any of or all the signatures on
      the
      certificate may be facsimile.




**Section
      2.** **Transfers
      of Stock.**




Transfers
      of stock shall be made only upon the transfer books of the corporation kept
      at
      an office of the corporation or by transfer agents designated to transfer shares
      of the stock of the corporation. Except where a certificate is issued in
      accordance with Section 4 of Article V of these bylaws, an outstanding
      certificate for the number of shares involved shall be surrendered for
      cancellation before a new certificate is issued therefor.




**Section
      3.** **Record
      Date.**




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, the Board of
      Directors may fix a record date, which record date shall not precede the date
      upon which the resolution fixing the record date is adopted by the Board of
      Directors, and which record date shall not be more than sixty nor less than
      ten
      days before the date of such meeting.




In
      order
      that the corporation may determine the stockholders entitled to consent to
      corporate action without a meeting, the Board of Directors may fix a record
      date, which record date shall not precede the date upon which the resolution
      fixing the record date is adopted by the Board of Directors, and which date
      shall not be more than ten days after the date upon which the resolution fixing
      the record date is adopted by the Board of Directors.




In
      order
      that the corporation may determine the stockholders entitled to receive payment
      of any dividend or other distribution or allotment of any rights or the
      stockholders entitled to exercise any rights in respect of any change,
      conversion or exchange of stock, or for the purpose of any other lawful action,
      the Board of Directors may fix a record date, which record date shall not
      precede the date upon which the resolution fixing the record date is adopted,
      and which record date shall be not more than sixty days prior to such
      action.




**Section
      4.** **Lost,
      Stolen or Destroyed Certificates.**




In
      the
      event of the loss, theft or destruction of any certificate of stock, another
      may
      be issued in its place pursuant to such regulations as the Board of Directors
      may establish (or in the absence of such regulations, pursuant to a resolution
      adopted by the Board of Directors) concerning proof of such loss, theft or
      destruction and concerning the giving of a satisfactory bond or bonds of
      indemnity.




**Section
      5.** **Regulations.**




The
      issue, transfer, conversion and registration of certificates of stock shall
      be
      governed by such other regulations as the Board of Directors may by resolution
      establish from time to time.




7




**ARTICLE
      VI -** **NOTICES**




**Section
      1.** **Notices.**




Except
      as
      otherwise specifically provided herein or required by law, all notices required
      by these bylaws to be given to any stockholder, director, officer, employee
      or
      agent, shall be in writing or by electronic transmission and may in every
      instance be effectively given by hand delivery to the recipient thereof, by
      depositing such notice in the mails, postage paid, by sending such notice by
      prepaid telegram or mailgram, by transmitting such notice by facsimile or other
      means of electronic transmission or by sending such notice by Federal Express
      or
      other similar private carrier providing evidence of delivery. Any such notice
      shall be addressed to such stockholder, director, officer, employee, or agent
      at
      his or her last known address as the same appears on the books of the
      corporation, or in the case of notice by electronic transmission, to a number
      or
      electronic mail address at which such person has consented to receive notice.
      The time when such notice is received, if hand delivered, or dispatched, if
      delivered through the mails, by telegram or mailgram or by private carrier,
      shall be the time of the giving of the notice. Any notice to stockholders given
      by the corporation 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 (1) the
      corporation is unable to deliver by electronic transmission two consecutive
      notices given by the corporation in accordance with such consent and
      (2) 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; provided, however, the inadvertent failure to treat such
      inability as a revocation shall not invalidate any meeting or other action.
      Notice given pursuant to the preceding sentence shall be deemed given:
      (1) if by facsimile telecommunication, when directed to a number at which
      the stockholder has consented to receive notice; (2) if by electronic mail,
      when directed to an electronic mail address at which the stockholder has
      consented to receive notice; (3) 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 (4) if by any other form of electronic transmission, when
      directed to the stockholder. An affidavit of the secretary of 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 o f the facts stated herein.




**Section
      2.** **Waivers.**




A
      written
      waiver or waiver by electronic transmission of any notice, signed by a
      stockholder, director, officer, employee or agent, whether before or after
      the
      time of the event for which notice is to be given, shall be deemed equivalent
      to
      the notice required to be given to such stockholder, director, officer, employee
      or agent. Neither the business nor the purpose of any meeting need be specified
      in such a waiver.




**ARTICLE
      VII -** **MISCELLANEOUS**




**Section
      1.** **Facsimile
      Signatures.**




In
      addition to the provisions for use of facsimile signatures elsewhere
      specifically authorized in these bylaws, facsimile signatures of any officer
      or
      officers of the corporation may be used whenever and as authorized by the Board
      of Directors or a committee thereof




**Section
      2.** **Corporate
      Seal.**




The
      Board
      of Directors may approve and adopt a suitable seal, containing the name of
      the
      corporation, which seal shall be in the charge of the secretary. If and when
      so
      directed by the Board of Directors or a committee thereof, duplicates of the
      seal may be kept and used by the treasurer or by an assistant secretary or
      assistant treasurer.




**Section
      3.** **Reliance
      upon Books, Reports and Records.**




Each
      director, each member of any committee designated by the Board of Directors,
      and
      each officer of the corporation shall, in the performance of his or her duties,
      be fully protected in relying in good faith upon the books of account or other
      records of the corporation, and upon such information, opinions, reports and
      statements made to the corporation by any of its officers, employees, or
      committees of the board of directors, or by any other person as to matters
      reasonably believed to be within such other person’s professional or expert
      competence and who has been selected with reasonable care by or on behalf of
      the
      corporation.




**Section
      4.** **Fiscal
      Year.**




The
      fiscal year of the corporation shall be as fixed by the Board of Directors.
      Section 5. Time Periods.




In
      applying any provision of these bylaws which requires that an act be done or
      not
      done a specified number of days prior to an event or that an act be done during
      a period of a specified number of days prior to an event, calendar days shall
      be
      used, the day of the doing of the act shall be excluded, and the day of the
      event shall be included.




**ARTICLE
      VIII -** **AMENDMENTS**




**Section
      1.** **Amendments.**




These
      bylaws may be amended or repealed by the Board of Directors at any meeting
      or by
      the stockholders at any meeting.




8