**Exhibit
      3.1**






**AMENDED
      AND RESTATED BYLAWS**





**OF**





**TIER
      TECHNOLOGIES, INC.**


1





**TABLE
      OF CONTENTS**





PageARTICLE
                I – STOCKHOLDERS1.1
            Place
                of Meetings
            41.2
            Annual
                Meeting
            41.3
            Special
                Meetings
            41.4
            Notice
                of Meetings
            41.5
            Voting
                List
            51.6
            Quorum
            51.7
            Adjournments
            51.8
            Voting
                and Proxies
            51.9
            Action
                at Meeting
            61.10
            Nomination
                of Directors.
            61.11
            Notice
                of Business at Annual Meetings.
            81.12
            Conduct
                of Meetings.
            101.13
            Consent
                Solicitation.
            11ARTICLE
                II – DIRECTORS2.1
            General
                Powers
            132.2
            Number
                of Directors
            132.3
            Election
                of Directors; Term; Qualifications
            132.4
            Quorum
            132.5
            Action
                at Meeting; Organization
            132.6
            Adjournment
            132.7
            Removal
            142.8
            Vacancies
            142.9
            Resignation
            142.10
            Regular
                Meetings
            142.11
            Special
                Meetings
            152.12
            Notice
                of Special Meetings
            152.13
            Meetings
                by Conference Communications Equipment
            152.14
            Action
                by Consent
            152.15
            Committees
            152.16
            Compensation
                of Directors
            16ARTICLE
                III – OFFICERS3.1
            Titles
            163.2
            Election
            173.3
            Qualification
            173.4
            Tenure
            173.5
            Inability
                to Act
            173.6
            Resignation
                and Removal
            173.7
            Vacancies
            173.8
            Chairman
                of the Board
            18





2


3.9
            President;
                Chief Executive Officer
            183.10
            Vice
                Presidents
            183.11
            Secretary
                and Assistant Secretaries
            183.12
            Treasurer
                and Assistant Treasurers
            193.13
            Salaries
            19








ARTICLE
                IV – CAPITAL STOCK4.1
            Issuance
                of Stock
            194.2
            Stock
                Certificates; Uncertified Shares
            194.3
            Transfers
            204.4
            Lost,
                Stolen or Destroyed Certificates
            214.5
            Record
                Date
            21ARTICLE
                V – INSPECTION OF CORPORATE RECORDS5.1
            Inspection
                by Directors
            215.2
            Inspection
                of Corporate Records by Stockholders
            215.3
            Inspection
                of Bylaws by Stockholders
            225.4
            Written
                Form
            22ARTICLE
                VI – GENERAL PROVISIONS6.1
            Fiscal
                Year
            226.2
            Corporate
                Seal
            226.3
            Waiver
                of Notice
            236.4
            Voting
                of Securities
            236.5
            Evidence
                of Authority
            236.6
            Certificate
                of Incorporation
            236.7
            Severability
            236.8
            Pronouns
            23ARTICLE
                VII – AMENDMENTS
            23


3


**ARTICLE
      I**


**STOCKHOLDERS**





1.1     Place
      of Meetings.  All meetings of stockholders shall be held at such place
      as may be designated from time to time by the Board of Directors, the Chairman
      of the Board, the Chief Executive Officer or the President or, if not so
      designated, at the principal office of the corporation.





1.2     Annual
      Meeting.  The annual meeting of stockholders for the election of
      directors and for the transaction of such other business as may properly be
      brought before the meeting shall be held on a date and at a time designated
      by
      the Board of Directors (which date shall not be a legal holiday in the place
      where the meeting is to be held).  If no annual meeting is held in
      accordance with the foregoing provisions, a special meeting may be held in
      lieu
      of the annual meeting, and any action taken at that special meeting shall have
      the same effect as if it had been taken at the annual meeting, and in such
      case
      all references in these Bylaws to the annual meeting of the stockholders shall
      be deemed to refer to such special meeting.





1.3     Special
      Meetings.  Special meetings of stockholders for any purpose or purposes
      may be called at any time by the Board of Directors, the Chairman of the Board,
      the Chief Executive Officer, the President or the holders of shares entitled
      to
      cast not less than 10% of the voting power at such special meeting, but special
      meetings may not be called by any other person or persons.  Upon written
      request to the Chairman of the Board, the President, any Vice President or
      the
      Secretary of the corporation by any person or persons (other than the Board
      of
      Directors) entitled to call a special meeting of stockholders, such officer
      shall cause notice to be given to the stockholders entitled to vote that a
      meeting will be held at a time requested by the person or persons calling the
      meeting, such time to be not less than 35 nor more than 60 days after receipt
      of
      such request.  If such notice is not given within 20 days after receipt of
      such request, the person or persons calling the meeting may give notice thereof
      in the manner provided by law or in these Bylaws.  Business transacted at
      any special meeting of stockholders shall be limited to matters relating to
      the
      purpose or purposes stated in the notice of meeting.  Nothing contained in
      this Section 1.3 shall be construed as limiting, fixing or affecting the time
      or
      date when a meeting of stockholders called by action of the Board of Directors
      may be held.





1.4     Notice
      of
      Meetings.  Except as otherwise provided by law, notice of each meeting
      of stockholders, whether annual or special, shall be given not less than 10
      nor
      more than 60 days before the date of the meeting to each stockholder
      entitled to vote at such meeting, unless a person entitled to call a special
      meeting has requested in writing that the corporation provide not less than
      35
      nor more than 60 days notice of the special meeting.  Without limiting the
      manner by which notice otherwise may be given to stockholders, any notice shall
      be effective if given by a form of electronic transmission consented to (in
      a
      manner consistent with the General Corporation Law of the State of Delaware)
      by
      the stockholder to whom the notice is given.  The notices of all meetings
      shall state the place, date and time of the meeting and the means of remote


4




communications,
      if any, by which stockholders and proxyholders may be deemed to be present
      in
      person and vote at such meeting.  The notice of a special meeting shall
      state, in addition, the purpose or purposes for which the meeting is
      called.  If notice is given by mail, such notice shall be deemed given when
      deposited in the United States mail, postage prepaid, directed to the
      stockholder at such stockholder’s address as it appears on the records of the
      corporation.  If notice is given by electronic transmission, such notice
      shall be deemed given at the time specified in Section 232 of the General
      Corporation Law of the State of Delaware.





1.5     Voting
      List.  The Secretary shall prepare, at least 10 days before every
      meeting of stockholders, a complete list of the stockholders entitled to vote
      at
      the meeting, arranged in alphabetical order, and showing the address of each
      stockholder and the number of shares registered in the name of each
      stockholder.  Such list shall be open to the examination of any
      stockholder, for any purpose germane to the meeting, for a period of at least
      10
      days prior to the meeting: (a) on a reasonably accessible electronic network,
      provided that the information required to gain access to such list is provided
      with notice of the meeting, or (b) during ordinary business hours, at the
      principal place of business of the corporation.  The list shall also be
      produced and kept at the time and place of the meeting during the whole time
      thereof, and may be inspected by any stockholder who is present.





1.6     Quorum. 
      Except as otherwise provided by law, the Certificate of Incorporation or these
      Bylaws, the holders of a majority in voting power of the shares of the capital
      stock of the corporation issued and outstanding and entitled to vote at the
      meeting, present in person, present by means of remote communication in a
      manner, if any, authorized by the Board of Directors in its sole discretion,
      or
      represented by proxy, shall constitute a quorum for the transaction of
      business.  A quorum, once established at a meeting, shall not be broken by
      the withdrawal of enough votes to leave less than a quorum, but any action
      taken
      (other than adjournment and the election of directors) shall be approved by
      at
      least a majority of the voting power required to constitute a
      quorum.





1.7     Adjournments. 
      Any meeting of stockholders may be adjourned from time to time to any other
      time
      and to any other place at which a meeting of stockholders may be held under
      these Bylaws by the stockholders present or represented at the meeting and
      entitled to vote, although less than a quorum, or, if no stockholder is present,
      by any officer entitled to preside at or to act as secretary of such
      meeting.  It shall not be necessary to notify any stockholder of any
      adjournment of less than 30 days if the time and place of the adjourned
      meeting, and the means of remote communication, if any, by which stockholders
      and proxyholders may be deemed to be present in person and vote at such
      adjourned meeting, are announced at the meeting at which adjournment is taken,
      unless after the adjournment a new record date is fixed for the adjourned
      meeting.  At the adjourned meeting, the corporation may transact any
      business which might have been transacted at the original meeting.





1.8     Voting
      and
      Proxies.  Each stockholder shall have one vote for each share of stock
      entitled to vote held of record by such stockholder and a proportionate vote
      for
      each


5




fractional
      share so held, unless otherwise provided by law or the Certificate of
      Incorporation.  Each stockholder of record entitled to vote at a meeting of
      stockholders may vote in person (including by means of remote communications,
      if
      any, by which stockholders may be deemed to be present in person and vote at
      such meeting) or may authorize another person or persons to vote for such
      stockholder by a proxy executed or transmitted in a manner permitted by the
      General Corporation Law of the State of Delaware by the stockholder or such
      stockholder’s authorized agent and delivered (including by electronic
      transmission) to the Secretary of the corporation.  No such proxy shall be
      voted upon after three years from the date of its execution, unless the proxy
      expressly provides for a longer period.





1.9     Action
      at
      Meeting.  When a quorum is present at any meeting, any matter other
      than the election of directors to be voted upon by the stockholders at such
      meeting shall be decided by the affirmative vote of the holders of a majority
      in
      voting power of the shares of stock present or represented and voting on such
      matter (or if there are two or more classes of stock entitled to vote as
      separate classes, then in the case of each such class, the holders of a majority
      in voting power of the shares of stock of that class present or represented
      and
      voting on such matter), except when a different vote is required by law, the
      Certificate of Incorporation or these Bylaws.  When a quorum is present at
      any meeting, any election by stockholders of directors shall be determined
      by a
      plurality of the votes cast by the stockholders entitled to vote on the
      election.





1.10   Nomination
      of
      Directors.


(a)          Except
      for (1) any directors entitled to be elected by the holders of preferred stock,
      (2) any directors elected in accordance with Section 2.8 hereof by the Board
      of
      Directors to fill a vacancy or newly-created directorships or (3) as otherwise
      required by applicable law or stock market regulation, only persons who are
      nominated in accordance with the procedures in this Section 1.10 shall be
      eligible for election as directors.  Nomination for election to the Board
      of Directors at a meeting of stockholders may be made (i) by or at the direction
      of the Board of Directors or (ii) by any stockholder of the corporation who
      (x)
      complies with the notice procedures set forth in Section 1.10(b) and (y) is
      a
      stockholder of record on the date of the giving of such notice and on the record
      date for the determination of stockholders entitled to vote at such
      meeting.


(b)          To
      be timely, a stockholder’s notice must be received in writing by the Secretary
      at the principal executive offices of the corporation as follows: (i) in the
      case of an election of directors at an annual meeting of stockholders, not
      less
      than 60 days nor more than 90 days prior to the first anniversary of the
      preceding year’s annual meeting; provided, however, that in the
      event that less than 70 days notice or prior public disclosure of the date
      of
      the annual meeting is given or made to stockholders, notice by the stockholder
      in order to be timely must be so received not later than the close of business
      on the 10th day following the day on which such notice of the date of the annual
      meeting was mailed or such public disclosure of the date of the annual meeting
      was made, whichever first occurs.  In no event shall the adjournment or
      postponement of an annual meeting (or the public announcement thereof) commence
      a new time period (or extend any time period) for the giving of a stockholder’s
      notice.


6


The
      stockholder’s notice to the Secretary shall set forth: (A) as to each proposed
      nominee (1) such person’s name, age, business address and, if known, residence
      address, (2) such person’s principal occupation or employment, (3) the class and
      number of shares of stock of the corporation which are beneficially owned by
      such person, and (4) any other information concerning such person that must
      be
      disclosed as to nominees in proxy solicitations pursuant to Regulation 14A
      under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (B)
      as to the stockholder giving the notice (1) such stockholder’s name and address,
      as they appear on the corporation’s books, (2) the class and number of shares of
      stock of the corporation which are owned, beneficially and of record, by such
      stockholder, (3) a description of all arrangements or understandings between
      such stockholder and each proposed nominee and any other person or persons
      (including their names) pursuant to which the nomination(s) are to be made
      by
      such stockholder, (4) a representation that such stockholder intends to appear
      in person or by proxy at the meeting to nominate the person(s) named in its
      notice and (5) a representation whether the stockholder intends or is part
      of a
      group which intends (x) to deliver a proxy statement and/or form of proxy to
      holders of at least the percentage of the corporation’s outstanding capital
      stock required to elect the nominee and/or (y) otherwise to solicit proxies
      from
      stockholders in support of such nomination; and (C) as to the beneficial owner,
      if any, on whose behalf the nomination is being made (1) such beneficial owner’s
      name and address, (2) the class and number of shares of stock of the corporation
      which are beneficially owned by such beneficial owner, (3) a description of
      all
      arrangements or understandings between such beneficial owner and each proposed
      nominee and any other person or persons (including their names) pursuant to
      which the nomination(s) are to be made and (4) a representation whether the
      beneficial owner intends or is part of a group which intends (x) to deliver
      a proxy statement and/or form of proxy to holders of at least the percentage
      of
      the corporation’s outstanding capital stock


requirement
      to elect the nominee and/or (y) otherwise to solicit proxies from stockholders
      in support of such nomination.  In addition, to be effective, the
      stockholder’s notice must be accompanied by the written consent of the proposed
      nominee to serve as a director if elected.  The corporation may require any
      proposed nominee to furnish such other information as may reasonably be required
      to determine the eligibility of such proposed nominee to serve as a director
      of
      the corporation.  A stockholder shall not have complied with this Section
      1.10(b) if the stockholder (or beneficial owner, if any, on whose behalf the
      nomination is made) solicits or does not solicit, as the case may be, proxies
      in
      support of such stockholder’s nominee in contravention of the representations
      with respect thereto required by this Section 1.10.


(c)          The
      chairman of any meeting shall have the power and duty to determine whether
      a
      nomination was made in accordance with the provisions of this Section 1.10
      (including whether the stockholder or beneficial owner, if any, on whose behalf
      the nomination is made solicited (or is part of a group which solicited) or
      did
      not so solicit, as the case may be, proxies in support of such stockholder’s
      nominee in compliance with the representations with respect thereto required
      by
      this Section 1.10), and if the chairman should determine that a nomination
      was
      not made in accordance with the provisions of this Section 1.10, the chairman
      shall so declare to the meeting and such nomination shall be
      disregarded.


7


(d)          Except
      as otherwise required by law, nothing in this Section 1.10 shall obligate the
      corporation or the Board of Directors to include in any proxy statement or
      other
      stockholder communication distributed on behalf of the corporation or the Board
      of Directors information with respect to any nominee for director submitted
      by a
      stockholder.


(e)          Notwithstanding
      the foregoing provisions of this Section 1.10, if the stockholder (or a
      qualified representative of the stockholder) does not appear at the annual
      or
      special meeting of stockholders of the corporation to present a nomination,
      such
      nomination shall be disregarded, notwithstanding that proxies in respect of
      such
      vote may have been received by the corporation.  For purposes of this
      Section 1.10, to be considered a qualified representative of the stockholder,
      a
      person must be authorized by a written instrument executed by such stockholder
      or an electronic transmission delivered by such stockholder to act for such
      stockholder as proxy at the meeting of stockholders and such person must produce
      such written instrument or electronic transmission, or a reliable reproduction
      of the written instrument or electronic transmission, at the meeting of
      stockholders.


(f)          For
      purposes of this Section 1.10, “public disclosure” shall include disclosure in a
      press release reported by the Dow Jones New Service, Associated Press or
      comparable national news service or in a document publicly filed by the
      corporation with the Securities and Exchange Commission pursuant to Section
      13,
      14 or 15(d) of the Exchange Act.





1.11   Notice
      of
      Business at Annual Meetings.


(a)          At
      any annual meeting of the stockholders, only such business shall be conducted
      as
      shall have been properly brought before the meeting.  To be properly
      brought before an annual meeting, business must be (1) specified in the notice
      of meeting (or any supplement thereto) given by or at the direction of the
      Board
      of Directors, (2) otherwise properly brought before the meeting by or at the
      direction of the Board of Directors, or (3) properly brought before the meeting
      by a stockholder.  For business to be properly brought before an annual
      meeting by a stockholder, (i) if such business relates to the nomination of
      a
      person for election as a director of the corporation, the procedures in Section
      1.10 must be complied with and (ii) if such business relates to any other
      matter, the business must constitute a proper matter under Delaware law for
      stockholder action and the stockholder must (x) have given timely notice thereof
      in writing to the Secretary in accordance with the procedures set forth in
      Section 1.11(b) and (y) be a stockholder of record on the date of the giving
      of
      such notice and on the record date for the determination of stockholders
      entitled to vote at such annual meeting.


(b)          To
      be timely, a stockholder’s notice must be received in writing by the Secretary
      at the principal executive offices of the corporation not less than 60 days
      nor
      more than 90 days prior to the first anniversary of the preceding year’s annual
      meeting; provided, however, that in the event that less than 70
      days notice or prior public disclosure of the date of the annual meeting is
      given or made to stockholders, notice by the stockholder in order to be timely
      must be so received not later than the close of business on the 10th day
      following the day on which such notice of the date of the annual meeting was
      mailed or such public disclosure of the date of the annual meeting was made,
      whichever first occurs.  In no event shall the adjournment or postponement
      of an


8




annual
      meeting (or the public announcement thereof) commence a new time period (or
      extend any time period) for the giving of a stockholder’s notice.


The
      stockholder’s notice to the Secretary shall set forth as to each matter the
      stockholder proposes to bring before the annual meeting (1) a brief description
      of the business desired to be brought before the annual meeting, the text
      relating to the business (including the text of any resolutions proposed for
      consideration and in the event that such business includes a proposal to amend
      the Bylaws, the language of the proposed amendment), and the reasons for
      conducting such business at the annual meeting, (2) the name and address, as
      they appear on the corporation’s books, of the stockholder proposing such
      business, and the name and address of the beneficial owner, if any, on whose
      behalf the proposal is made, (3) the class and number of shares of stock of
      the
      corporation which are owned, of record and beneficially, by the stockholder
      and
      beneficial owner, if any, (4) a description of all arrangements or
      understandings between such stockholder or such beneficial owner, if any, and
      any other person or persons (including their names) in connection with the
      proposal of such business by such stockholder and any material interest of
      the
      stockholder or such beneficial owner, if any, in such business, (5) a
      representation that such stockholder intends to appear in person or by proxy
      at
      the annual meeting to bring such business before the meeting and (6) a
      representation whether the stockholder or the beneficial owner, if any, intends
      or is part of a group which intends (x) to deliver a proxy statement and/or
      form
      of proxy to holders of at least the percentage of the corporation’s outstanding
      capital stock required to approve or adopt the proposal and/or (y) otherwise
      to
      solicit proxies from stockholders in support of such proposal. 
Notwithstanding anything in these Bylaws to the contrary, no business shall
      be
      conducted at any annual meeting of stockholders except in accordance with the
      procedures set forth in this Section 1.11; provided that any stockholder
      proposal which complies with Rule 14a-8 of the proxy rules (or any
      successor provision) promulgated under the Securities Exchange Act of 1934,
      as
      amended, and is to be included in the corporation’s proxy statement for an
      annual meeting of stockholders shall be deemed to comply with the requirements
      of this Section 1.11.  A stockholder shall not have complied with this
      Section 1.11(b) if the stockholder (or beneficial owner, if any, on whose behalf
      the nomination is made) solicits or does not solicit, as the case may be,
      proxies in support of such stockholder’s proposal in contravention of the
      representations with respect thereto required by this
      Section 1.11.


(c)          The
      chairman of any meeting shall have the power and duty to determine whether
      business was properly brought before the meeting in accordance with the
      provisions of this Section 1.11 (including whether the stockholder or beneficial
      owner, if any, on whose behalf the proposal is made solicited (or is part of
      a
      group which solicited) or did not so solicit, as the case may be, proxies in
      support of such stockholder’s proposal in compliance with the representation
      with respect thereto required by this Section 1.11), and if the chairman should
      determine that business was not properly brought before the meeting in
      accordance with the provisions of this Section 1.11, the chairman shall so
      declare to the meeting and such business shall not be brought before the
      meeting.


(d)          Notwithstanding
      the foregoing provisions of this Section 1.11, if the stockholder (or a
      qualified representative of the stockholder) does not appear at the annual
      meeting of stockholders of the corporation to present business, such business
      shall


9




not
      be
      considered, notwithstanding that proxies in respect of such vote may have been
      received by the corporation.  For purposes of this Section 1.11, to be
      considered a qualified representative of the stockholder, a person must be
      authorized by a written instrument executed by the such stockholder or an
      electronic transmission delivered by such stockholder to act for such
      stockholder as a proxy at the meeting of stockholders and such person must
      produce such written instrument or electronic transmission, or a reliable
      reproduction of the written instrument or electronic transmission, at the
      meeting of stockholders.


(e)          For
      purposes of this Section 1.11, “public disclosure” shall include disclosure in a
      press release reported by the Dow Jones New Service, Associated Press or
      comparable national news service or in a document publicly filed by the
      corporation with the Securities and Exchange Commission pursuant to Section
      13,
      14 or 15(d) of the Exchange Act.





1.12   Conduct
      of
      Meetings.


(a)          Meetings
      of stockholders shall be presided over by the Chairman of the Board, if any,
      or
      in the Chairman’s absence by the Vice Chairman of the Board, if any, or in the
      Vice Chairman’s absence by the Chief Executive Officer, or in the Chief
      Executive Officer’s absence, by the President, or in the President’s absence by
      a Vice President, or in the absence of all of the foregoing persons by a
      chairman designated by the Board of Directors, or in the absence of such
      designation by a chairman chosen by vote of the stockholders at the
      meeting.  The Secretary shall act as secretary of the meeting, but in the
      Secretary’s absence the chairman of the meeting may appoint any person to act as
      secretary of the meeting.


(b)          The
      Board of Directors may adopt by resolution such rules, regulations and
      procedures for the conduct of any meeting of stockholders of the corporation
      as
      it shall deem appropriate including, without limitation, such guidelines and
      procedures as it may deem appropriate regarding the participation by means
      of
      remote communication of stockholders and proxyholders not physically present
      at
      a meeting.  Except to the extent inconsistent with such rules, regulations
      and procedures as adopted by the Board of Directors, the chairman of any meeting
      of stockholders shall have the right and authority to prescribe such rules,
      regulations and procedures and to do all such acts as, in the judgment of such
      chairman, are appropriate for the proper conduct of the meeting.  Such
      rules, regulations or procedures, whether adopted by the Board of Directors
      or
      prescribed by the chairman of the meeting, may include, without limitation,
      the
      following: (i) the establishment of an agenda or order of business for the
      meeting; (ii) rules and procedures for maintaining order at the meeting and
      the
      safety of those present; (iii) limitations on attendance at or participation
      in
      the meeting to stockholders of record of the corporation, their duly authorized
      and constituted proxies or such other persons as shall be determined; (iv)
      restrictions on entry to the meeting after the time fixed for the commencement
      thereof; and (v) limitations on the time allotted to questions or comments
      by
      participants.  Unless and to the extent determined by the Board of
      Directors or the chairman of the meeting, meetings of stockholders shall not
      be
      required to be held in accordance with the rules of parliamentary
      procedure.


(c)          The
      chairman of the meeting shall announce at the meeting when the polls for each
      matter to be voted upon at the meeting will be opened and


10




closed. 
      If no announcement is made, the polls shall be deemed to have opened when the
      meeting is convened and closed upon the final adjournment of the meeting. 
After the polls close, no ballots, proxies or votes or any revocations or
      changes thereto may be accepted.


(d)          In
      advance of any meeting of stockholders, the Board of Directors, the Chairman
      of
      the Board, the Chief Executive Officer or the President shall appoint one or
      more inspectors of election to act at the meeting and make a written report
      thereof.  One or more other persons may be designated as alternate
      inspectors to replace any inspector who fails to act.  If no inspector or
      alternate is present, ready and willing to act at a meeting of stockholders,
      the
      chairman of the meeting shall appoint one or more inspectors to act at the
      meeting.  Unless otherwise required by law, inspectors may be officers,
      employees or agents of the corporation.  Each inspector, before entering
      upon the discharge of such inspector’s duties, shall take and sign an oath
      faithfully to execute the duties of inspector with strict impartiality and
      according to the best of such inspector’s ability.  The inspector shall
      have the duties prescribed by law and shall take charge of the polls and, when
      the vote in completed, shall make a certificate of the result of the vote taken
      and of such other facts as may be required by law.





1.13   Consent
      Solicitation.


(a)          Any
      action which may be taken at any meeting of stockholders may be taken without
      a
      meeting and without prior notice if written consents setting forth the action
      so
      taken are signed by the holders of the outstanding shares 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.  Directors may not be elected by written consent except by
      unanimous written consent of all shares entitled to vote for the election of
      directors; provided that any vacancy on the Board of Directors (other than
      a
      vacancy created by removal) which has not been filled by the Board of Directors
      may be filled by the written consent of a majority of the voting power entitled
      to vote for the election of directors.


(b)          In
      order that the corporation may determine the stockholders entitled to consent
      to
      corporate action in writing without a meeting, the Board of Directors may fix
      a
      record date, which record date shall not precede the date upon which the
      resolution fixing the record date is adopted by the Board of Directors, and
      which date shall not be more than 10 days after the date upon which the
      resolution fixing the record date is adopted by the Board of Directors. 
Any stockholder of record seeking to have the stockholders authorize or take
      corporate action by written consent shall, by written notice to the Secretary,
      request the Board of Directors to fix a record date.  The Board of
      Directors shall promptly, but in all events within 10 days after the date on
      which such a request is received, adopt a resolution fixing the record date
      (unless a record date has previously been fixed by the Board of Directors
      pursuant to the first sentence of this Section 1.13(b)).  If no record date
      has been fixed by the Board of Directors pursuant to the first sentence of
      this
      Section 1.13(b) or otherwise within 10 days of the date on which such a written
      request is received, the record date for determining stockholders entitled
      to
      consent to corporate action in writing without a meeting, when no prior action
      by the Board of Directors is required by applicable law, shall be the first
      date
      after the expiration of such 10-day time period on which a signed written
      consent setting forth the action


11




taken
      or proposed to be taken is delivered to the corporation by delivery to its
      registered office in the State of Delaware, its principal place of business
      or
      an officer or agent of the corporation having custody of the book in which
      proceedings of meetings of stockholders are recorded.  Delivery made to the
      corporation’s registered office shall be by hand or by certified or registered
      mail, return receipt requested.  If no record date has been fixed by the
      Board of Directors and prior action by the Board of Directors is required by
      law, the record date for determining stockholders entitled to consent to
      corporate action in writing without a meeting shall be at the close of business
      on the day on which the Board of Directors adopts the resolution taking such
      prior action.


(c)          In
      the event of the delivery, in the manner provided by this Section 1.13 and
      applicable law, to the corporation of a written consent or consents purporting
      to authorize or take corporate action and/or related revocations (such written
      consent or consents together with any related revocations is referred to in
      this
      section as a “Consent”), the Secretary shall provide for the safekeeping of such
      Consent and shall immediately appoint duly qualified and independent inspectors
      to:  (i) conduct promptly such reasonable ministerial review as such
      inspectors deem necessary or appropriate for the purpose of ascertaining the
      sufficiency and validity of such Consent and all matters incident thereto,
      including whether holders of shares having the requisite voting power to
      authorize or take the action specified in the Consent have given consent; and
      (ii) deliver to the Secretary a written report regarding the foregoing. 
For the purpose of permitting the inspector or inspectors to perform such
      review, no action by written consent and without a meeting shall be effective
      until such inspector or inspectors have completed their review, determined
      that
      the requisite number of valid and unrevoked consents delivered to the
      corporation in accordance with this Section 1.13 and applicable law have been
      obtained to authorize or take the action specified in the consents, and
      certified such determination for entry in the records of the corporation kept
      for the purpose of recording the proceedings of meetings of stockholders. 
If after such investigation and report the Secretary shall determine that the
      Consent is valid and that holders of shares having the requisite voting power
      to
      authorize or take the action specified in the Consent have given consent, that
      fact shall be certified on the records of the corporation kept for the purpose
      of recording the proceedings of meetings of stockholders, and the Consent shall
      be filed in such records, at which time the Consent shall become effective
      as
      stockholder action.  Nothing contained in this Section 1.13 shall in any
      way be construed to suggest or imply that the Board of Directors or any
      stockholder shall not be entitled to contest the validity of any consent or
      revocation thereof, whether before or after such certification by the
      independent inspector or inspectors, or to take any other action (including,
      without limitation, the commencement, prosecution or defense of any litigation
      with respect thereto, and the seeking of injunctive relief in such
      litigation).


(d)          If
      the consents of all stockholders entitled to vote have not been solicited in
      writing and if the unanimous written consent of all such stockholders shall
      not
      have been received, the Secretary shall give prompt notice of any corporate
      action approved by the stockholders without a meeting to those stockholders
      entitled to vote on such matters who have not consented thereto in
      writing.  This notice shall be given in the manner specified in Section 1.4
      above.


12








**ARTICLE
      II**


**DIRECTORS**





2.1    General
      Powers.  The business and affairs of the corporation shall be managed
      by or under the direction of a Board of Directors, who may exercise all of
      the
      powers of the corporation except as otherwise provided by law or the Certificate
      of Incorporation.





2.2     Number
      of
      Directors.  The authorized number of directors of the corporation shall
      be not less than one; provided that upon the consummation of the merger
      of Tier Technologies, Inc., a California corporation, with and into the
      corporation, the authorized number of directors shall be not less than five
      (5)
      nor more than nine (9) (which maximum number in no case shall be greater than
      two times said minimum, minus one), and the number of directors initially
      authorized shall be seven (7).  The exact number of directors shall be set
      within these limits from time to time by (a) approval of the Board of Directors,
      (b) by the affirmative vote of the holders of at least a majority of the votes,
      which all the stockholders would be entitled to cast in any annual election of
      directors or class of directors, or (c) the written consent of stockholders
      pursuant to Section 1.13 of Article I above.





2.3     Election
      of
      Directors; Term; Qualifications.  The directors shall be elected at
      each annual meeting of stockholders, to hold office until the next annual
      meeting; provided that the term of each director shall continue until the
      election and qualification of a successor and be subject to such director’s
      earlier death, resignation or removal.  Directors need not be stockholders
      of the corporation.





2.4     Quorum. 
      A majority of the authorized number of directors shall constitute a quorum
      for
      the transaction of business. A meeting at which a quorum is initially present
      may continue to transact business, notwithstanding withdrawal of directors,
      if
      any action taken is approved by at least a majority of the number of directors
      constituting a quorum for such meeting.





2.5     Action
      at
      Meeting; Organization.  Every act or decision done or made by a
      majority of the directors present at a meeting duly held at which a quorum
      is
      present shall be regarded as the act of the Board of Directors unless a greater
      number is required by law or by the Certificate of Incorporation.  The
      Chairman of the Board shall preside at every meeting of the Board of Directors,
      if present.  If there is no Chairman of the Board or if the Chairman is not
      present, a Chairman chosen by a majority of the directors present shall act
      as
      chairman of the meeting. The Secretary of the corporation or, in the absence
      of
      the Secretary, any person appointed by the Chairman, shall act as secretary
      of
      the meeting.





2.6      Adjournment. 
      Any meeting of the Board of Directors, whether or not a quorum is present,
      may
      be adjourned to another time and place by the affirmative vote of a majority
      of
      the directors present; provided that, if the meeting is adjourned for
      more than twenty-four (24) hours, notice of such adjournment to another time
      or
      place shall be


13




given
      prior to the time of the adjourned meeting to the directors who were not present
      at the time of the adjournment.





2.7       Removal. 
      The Board of Directors may declare vacant the office of a director who has
      been
      declared of unsound mind by an order of the court or who has been convicted
      of a
      felony.  The entire Board of Directors or any individual director may be
      removed from office without cause by the affirmative vote of a majority of
      the
      voting power with respect to such removal; provided that if, in
      accordance with the corporation’s Certificate of Incorporation, as may be
      amended or restated from time to time, the holders of the shares of any class
      or
      series, voting as a class or series, are entitled to elect one or more
      directors, any director so elected may be removed as set forth in the
      Certificate of Incorporation, except as may be required by applicable
      law.





2.8       Vacancies. 
      Subject to the rights of holders of any series of Preferred Stock, any vacancy
      or newly created directorships on the Board of Directors, however occurring,
      may
      be filled by vote of a majority of the directors then in office, although less
      than a quorum, or by the sole remaining director.  A director elected to
      fill a vacancy shall hold office until the next annual meeting of stockholders,
      subject to the election and qualification of a successor or until such
      director’s earlier death, resignation or removal.





The
      stockholders may elect a director
      at any time to fill any vacancy not filled by the directors.  Except as
      otherwise provided in the corporation’s Certificate of Incorporation or as
      otherwise required by law, any such election by written consent, other than
      to
      fill a vacancy created by removal, requires the consent of a majority of the
      voting power with respect to such director. Except as otherwise provided in
      the
      corporation’s Certificate of Incorporation or as otherwise required by law, any
      such election by written consent to fill a vacancy created by removal requires
      the consent of all of the voting power with respect to such
      director.





If,
      after the filling of any vacancy by
      the directors, the directors then in office who have been elected by the
      stockholders constitute less than a majority of the directors then in office,
      any holder or holders of an aggregate of five percent (5%) or more of the voting
      power at that time and having the right to vote for such directors may call
      a
      special meeting of stockholders to be held to elect directors. The term of
      office of any director shall terminate upon such election of a
      successor.





2.9        Resignation. 
      Any director may resign by delivering a resignation in writing or by electronic
      transmission to the corporation at its principal office or to the Chairman
      of
      the Board, the Chief Executive Officer, the President, the Secretary or the
      Board of Directors.  Such resignation shall be effective upon receipt
      unless it is specified to be effective at some later time or upon the happening
      of some later event.  If the resignation specifies effectiveness at a
      future time, a successor may be elected pursuant to Section 2.8 above, to take
      office on the date the resignation becomes effective.





2.10      Regular
      Meetings.  Regular meetings of the Board of Directors may be held
      without notice at such time and place as shall be determined from time to time
      by


14




the
      Board
      of Directors; provided that any director who is absent when such a
      determination is made shall be given notice of the determination.  A
      regular meeting of the Board of Directors may be held without notice immediately
      after and at the same place as the annual meeting of stockholders.





2.11      Special
      Meetings.  Special meetings of the Board of Directors may be held at
      any time and place designated in a call by the Chairman of the Board, the Chief
      Executive Officer, the President, two or more directors, or by one director
      in
      the event that there is only a single director in office.





2.12      Notice
      of Special Meetings.  Notice of any special meeting of directors shall
      be given to each director by the Secretary or by the officer or one of the
      directors calling the meeting.  Notice shall be duly given to each director
      (a) in person or by telephone at least 24 hours in advance of the
      meeting, (b) by sending written notice via reputable overnight courier,
      telecopy or electronic mail, or delivering written notice by hand, to such
      director’s last known business, home or electronic mail address at least
      48 hours in advance of the meeting, or (c) by sending written notice
      via first-class mail to such director’s last known business or home address at
      least four (4) days in advance of the meeting.  A notice or waiver of
      notice of a meeting of the Board of Directors need not specify the purposes
      of
      the meeting.  Notice of any meeting of the Board of Directors need not be
      given to any director who signs a waiver of notice of such meeting, or a consent
      to holding the meeting or an approval of the minutes thereof, either before
      or
      after the meeting, or who attends the meeting without protesting prior thereto
      or at its commencement such director’s lack of notice. All such waivers,
      consents and approvals shall be filed with the corporate records or made a
      part
      of the minutes of the meeting.





2.13      Meetings
      by Conference Communications Equipment.  Directors may participate in
      meetings of the Board of Directors or any committee thereof by means of
      conference telephone or other communications equipment by means of which all
      persons participating in the meeting can hear each other, and participation
      by
      such means shall constitute presence in person at such meeting.





2.14      Action
      by Consent.  Any action required or permitted to be taken at any
      meeting of the Board of Directors or of any committee thereof may be taken
      without a meeting, if all members of the Board of Directors or committee, as
      the
      case may be, consent to the action in writing or by electronic transmission,
      and
      the written consents or electronic transmissions are filed with the minutes
      of
      proceedings of the Board of Directors or committee.





2.15      Committees.
      The Board of Directors may designate one or more committees, each committee
      to
      consist of two or more of the directors of the corporation.  The Board of
      Directors may designate one or more directors as alternate members of any
      committee, who may replace any absent or disqualified member at any meeting
      of
      the committee.  In the absence or disqualification of a member of a
      committee, the member or members of the committee present at any meeting and
      not
      disqualified from voting, whether or not such member or members constitute
      a
      quorum, may unanimously appoint


15




another
      member of the Board of Directors to act at the meeting in the place of any
      such
      absent or disqualified member.  Any such committee, to the extent provided
      in the resolution of the Board of Directors and subject to the provisions of
      law, shall have and may exercise all the powers and authority of the Board
      of
      Directors in the management of the business and affairs of the corporation
      and
      may authorize the seal of the corporation to be affixed to all papers which
      may
      require it, except with respect to:


(a)          the
      approval of any action for which stockholders’ approval or approval of the
      outstanding shares also is required by law or the corporation’s Certificate of
      Incorporation;


(b)          the
      filling of vacancies on the Board of Directors or any of its
      committees;


(c)          the
      fixing of compensation of directors for serving on the Board of Directors or
      any
      of its committees;


(d)          the
      adoption, amendment or repeal of these Bylaws;


(e)          the
      amendment or repeal of any resolution of the Board of Directors which by its
      express terms is not so amendable or repealable;


(f)          a
      distribution to stockholders, except at a rate or in a periodic amount or within
      a price range determined by the Board of Directors; or


(g)          the
      appointment of other committees of the Board of Directors or the members
      thereof.





Each
      such committee shall keep minutes
      and make such reports as the Board of Directors may from time to time
      request.  Except as the Board of Directors may otherwise determine, any
      committee may make rules for the conduct of its business, but unless otherwise
      provided by the directors or in such rules, its business shall be conducted
      as
      nearly as possible in the same manner as is provided in these Bylaws for the
      Board of Directors.  Except as otherwise provided in the Certificate of
      Incorporation, these Bylaws, or the resolution of the Board of Directors
      designating the committee, a committee may create one or more subcommittees,
      each subcommittee to consist of one or more members of the committee, and
      delegate to a subcommittee any or all of the powers and authority of the
      committee.





2.16      Compensation
      of Directors.  Directors may be paid such compensation for their
      services and such reimbursement for expenses of attendance at meetings as the
      Board of Directors may from time to time determine.  No such payment shall
      preclude any director from serving the corporation or any of its parent or
      subsidiary entities in any other capacity and receiving compensation for such
      service.





**ARTICLE
      III**


**OFFICERS**





3.1         
      Titles.  The officers of the corporation shall consist of a Chief
      Executive Officer, a President, a Secretary, a Treasurer and such other officers
      with such other titles as the Board of Directors shall determine, including
      a
      Chairman of the Board, a Vice Chairman of the Board, and one or more Vice
      Presidents, Assistant Treasurers and


16




Assistant
      Secretaries.  The Board of Directors may appoint such other officers as it
      may deem appropriate.





3.2         
      Election.  The Chief Executive Officer, President, Treasurer and
      Secretary shall be elected annually by the Board of Directors at its first
      meeting following the annual meeting of stockholders.  Other officers may
      be appointed by the Board of Directors at such meeting or at any other
      meeting.





3.3          Qualification. 
No officer need be a stockholder.  Any two or more offices may be held by
      the same person.





3.4          Tenure. 
      Except as otherwise provided by law, by the Certificate of Incorporation or
      by
      these Bylaws, each officer shall hold office until such officer’s successor is
      elected and qualified, unless a different term is specified in the resolution
      electing or appointing such officer, or until such officer’s earlier death,
      resignation or removal.





3.5          Inability
      to Act.  In the case of absence or inability to act of any officer of
      the corporation or of any person authorized by these Bylaws to act in such
      officer’s place, the Board of Directors may from time to time delegate the
      powers or duties of such officer to any other officer, or any director or other
      person whom it may select, for such period of time as the Board of Directors
      deems necessary.





3.6          Resignation
      and Removal.  Any officer may resign by delivering a written
      resignation to the corporation at its principal office or to the Chief Executive
      Officer, the President or the Secretary.  Such resignation shall be
      effective upon receipt unless it is specified to be effective at some later
      time
      or upon the happening of some later event.  The acceptance of any such
      resignation shall not be necessary to make it effective unless otherwise
      specified in such notice.





Any
      officer may be removed at any time,
      with or without cause, by vote of a majority of the directors then in office
      or
      by any committee to whom such power of removal has been duly
      delegated.





Except
      as the Board of Directors may
      otherwise determine, no officer who resigns or is removed shall have any right
      to any compensation as an officer for any period following such officer’s
      resignation or removal, or any right to damages on account of such removal,
      whether such officer’s compensation be by the month or by the year or otherwise,
      unless such compensation is expressly provided for in a duly authorized written
      agreement with the corporation.





3.7          Vacancies. 
      The Board of Directors may fill any vacancy occurring in any office for any
      reason and may, in its discretion, leave unfilled for such period as it may
      determine any offices other than those of Chief Executive Officer, President,
      Treasurer and Secretary.  Each such successor shall hold office for the
      unexpired term of


17




such
      officer’s predecessor and until a successor is elected and qualified, or until
      such officer’s earlier death, resignation or removal.





3.8          Chairman
      of the Board.  The Board of Directors may appoint from its members a
      Chairman of the Board, who need not be an employee or officer of the
      corporation.  If the Board of Directors appoints a Chairman of the Board,
      such Chairman shall perform such duties and possess such powers as are assigned
      by the Board of Directors and, if the Chairman of the Board is also designated
      as the corporation’s Chief Executive Officer, or if no Chief Executive Officer
      is appointed, shall have the powers and duties of the Chief Executive Officer
      prescribed in Section 3.9 of these Bylaws.  Unless otherwise provided by
      the Board of Directors, the Chairman of the Board shall preside at all meetings
      of the Board of Directors and stockholders.





3.9          President;
      Chief Executive Officer.  Unless the Board of Directors has designated
      the Chairman of the Board or another person as the corporation’s Chief Executive
      Officer, the President shall be the Chief Executive Officer of the
      corporation.  The Chief Executive Officer shall have general charge and
      supervision of the business of the corporation subject to the direction of
      the
      Board of Directors.  The President shall perform such other duties and
      shall have such other powers as the Board of Directors or the Chief Executive
      Officer (if the President is not the Chief Executive Officer) may from time
      to
      time prescribe.  In the event of the absence, inability or refusal to act
      of the Chief Executive Officer or the President (if the President is not the
      Chief Executive Officer), the Vice President (or if there shall be more than
      one, the Vice Presidents in the order determined by the Board of Directors)
      shall perform the duties of the Chief Executive Officer and when so performing
      such duties shall have all the powers of and be subject to all the restrictions
      upon the Chief Executive Officer.





3.10          Vice
      Presidents.  Any Vice President shall perform such duties and possess
      such powers as the Board of Directors or the Chief Executive Officer may from
      time to time prescribe.  The Board of Directors may assign to any Vice
      President the title of Executive Vice President, Senior Vice President or any
      other title selected by the Board of Directors.





3.11          Secretary
      and Assistant Secretaries.  The Secretary shall perform such duties and
      shall have such powers as the Board of Directors or the Chief Executive Officer
      may from time to time prescribe.  In addition, the Secretary shall perform
      such duties and have such powers as are incident to the office of the secretary,
      including without limitation the duty and power to give notices of all meetings
      of stockholders and special meetings of the Board of Directors, to attend all
      meetings of stockholders and the Board of Directors and keep a record of the
      proceedings, to maintain a stock ledger and prepare lists of stockholders and
      their addresses as required, to be custodian of corporate records and the
      corporate seal and to affix and attest to the same on documents.





Any
      Assistant Secretary shall perform
      such duties and possess such powers as the Board of Directors, the Chief
      Executive Officer or the Secretary may from time to time prescribe.  In the
      event of the absence, inability or refusal to act of the Secretary, the


18




Assistant
      Secretary (or if there shall be more than one, the Assistant Secretaries in
      the
      order determined by the Board of Directors) shall perform the duties and
      exercise the powers of the Secretary.





In
      the absence of the Secretary or any
      Assistant Secretary at any meeting of stockholders or directors, the chairman
      of
      the meeting shall designate a temporary secretary to keep a record of the
      meeting.





3.12          Treasurer
      and Assistant Treasurers.  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, to make proper
      accounts of such funds, and to render as required by the Board of Directors
      statements of all such transactions and of the financial condition of the
      corporation.





The
      Assistant Treasurers shall perform such duties and possess such powers as the
      Board of Directors, the Chief Executive Officer or the Treasurer may from time
      to time prescribe.  In the event of the absence, inability or refusal to
      act of the Treasurer, the Assistant Treasurer (or if there shall be more than
      one, the Assistant Treasurers in the order determined by the Board of Directors)
      shall perform the duties and exercise the powers of the Treasurer.





3.13          Salaries. 
      Officers of the corporation shall be entitled to such salaries, compensation
      or
      reimbursement as shall be fixed or allowed from time to time by the Board of
      Directors.  No officer shall be prohibited from receiving such compensation
      by reason of the fact that such officer is also a director of the
      corporation.





**ARTICLE
      IV**


**CAPITAL
      STOCK**





4.1          Issuance
      of Stock.  Subject to the provisions of the Certificate of
      Incorporation, the whole or any part of any unissued balance of the authorized
      capital stock of the corporation or the whole or any part of any shares of
      the
      authorized capital stock of the corporation held in the corporation’s treasury
      may be issued, sold, transferred or otherwise disposed of by vote of the Board
      of Directors in such manner, for such lawful consideration and on such terms
      as
      the Board of Directors may determine.





4.2          Stock
      Certificates; Uncertificated Shares.  The shares of the
      corporation shall be represented by certificates, provided that the Board of
      Directors may provide by resolution or resolutions that some or all of any
      or
      all classes or series of its stock shall be uncertificated
      shares.  Every holder of stock of the corporation represented by
      certificates shall be entitled to have a certificate, in such form as may be
      prescribed by law and by the Board of Directors, representing the number of
      shares held by such holder registered


19




in
      certificate form.  Each such certificate shall be signed in a manner
      that complies with Section 158 of the General Corporation Law of the State
      of
      Delaware.





Each
      certificate for shares of stock which are subject to any restriction on transfer
      pursuant to the Certificate of Incorporation, these Bylaws, applicable
      securities laws or any agreement among any number of stockholders or among
      such
      holders and the corporation shall have conspicuously noted on the face or back
      of the certificate either the full text of the restriction or a statement of
      the
      existence of such restriction.





If
      the
      corporation shall be authorized to issue more than one class of stock or more
      than one series of any class, the powers, designations, preferences and relative
      participating, optional or other special rights of each class of stock or series
      thereof and the qualifications, limitations or restrictions of such preferences
      and/or rights shall be set forth in full or summarized on the face or back
      of
      each certificate representing shares of such class or series of stock, provided
      that in lieu of the foregoing requirements there may be set forth on the face
      or
      back of each certificate representing shares of such class or series of stock
      a
      statement that the corporation will furnish without charge to each stockholder
      who so requests a copy of the full text of the powers, designations, preferences
      and relative, participating, optional or other special rights of each class
      of
      stock or series thereof and the qualifications, limitations or restrictions
      of
      such preferences and/or rights.





Within
      a
      reasonable time after the issuance or transfer of uncertificated stock, the
      corporation shall send to the registered owner thereof a written notice
      containing the information required to be set forth or stated on certificates
      pursuant to Sections 151, 202(a) or 218(a) of the General Corporation Law of
      the
      State of Delaware or, with respect to Section 151 of General Corporation Law
      of
      the State of Delaware, a statement that the corporation will furnish without
      charge to each stockholder who so requests the powers, designations, preferences
      and relative participating, optional or other special rights of each class
      of
      stock or series thereof and the qualifications, limitations or restrictions
      of
      such preferences and/or rights.





4.3          
      Transfers.  Shares of stock of the corporation shall be
      transferable in the manner prescribed by law and in these
      Bylaws.  Transfers of shares of stock of the corporation shall be made
      only on the books of the corporation or by transfer agents designated to
      transfer shares of stock of the corporation.  Subject to applicable
      law, shares of stock represented by certificates shall be transferred only
      on
      the books of the corporation by the surrender to the corporation or its transfer
      agent of the certificate representing such shares properly endorsed or
      accompanied by a written assignment or power of attorney properly executed,
      and
      with such proof of authority or the authenticity of signature as the corporation
      or its transfer agent may reasonably require.  Except as may be
      otherwise required by law, by the Certificate of Incorporation or by these
      Bylaws, the corporation shall be entitled to treat the record holder of stock
      as
      shown on its books as the owner of such stock for all purposes, including the
      payment of dividends and the right to vote with respect to such stock,
      regardless of any transfer, pledge or other


20




disposition
      of such stock until the shares have been transferred on the books of the
      corporation in accordance with the requirements of these
      Bylaws.




4.4          Lost,
      Stolen or Destroyed Certificates.  The corporation may issue a new
      certificate of stock in place of any previously issued certificate alleged
      to
      have been lost, stolen or destroyed, upon such terms and conditions as the
      Board
      of Directors may prescribe, including the presentation of reasonable evidence
      of
      such loss, theft or destruction and the giving of such indemnity and posting
      of
      such bond as the Board of Directors may require for the protection of the
      corporation or any transfer agent or registrar.





4.5          Record
      Date.  The Board of Directors may fix in advance a date as a record
      date for the determination of the stockholders entitled to notice of or to
      vote
      at any meeting of stockholders, or entitled to receive payment of any dividend
      or other distribution or allotment of any 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 60 nor less than 10 days
      before the date of such meeting, nor more than 60 days prior to any other action
      to which such record date relates.





If
      no record date is fixed, the record date for determining stockholders entitled
      to notice of or to vote at a meeting of stockholders shall be at the close
      of
      business on the day before the day on which notice is given, or, if notice
      is
      waived, at the close of business on the day before the day on which the meeting
      is held.  If no record date is fixed, the record date for determining
      stockholders for any other purpose other than stockholder action by consent
      shall be at the close of business on the day on which the Board of Directors
      adopts the resolution relating to such purpose.





A
      determination of stockholders of
      record entitled to notice of or to vote at a meeting of stockholders shall
      apply
      to any adjournment of the meeting; provided, however, that the
      Board of Directors may fix a new record date for the adjourned
      meeting.





**ARTICLE
      V**


**INSPECTION
      OF CORPORATE RECORDS**





5.1          Inspection
      by Directors.  Every director shall have the absolute right at any
      reasonable time to inspect and copy all books, records, and documents of every
      kind of the corporation and any of its subsidiaries and to inspect the physical
      properties of the corporation and any of its subsidiaries.  Such inspection
      may be made by the director in person or by agent or attorney, and the right
      of
      inspection includes the right to copy and make extracts.





5.2          Inspection
      of Corporate Records by Stockholders.  (a) A stockholder or
      stockholders holding at least five percent in the aggregate of the outstanding
      voting shares of the corporation or who hold at least one percent of such voting
      shares and have filed a Schedule 14A with the United States Securities and
      Exchange Commission


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relating
      to the election of directors of the corporation shall have an absolute right
      to
      do either or both of the following:





(i)          Inspect
                and copy the record of stockholders’ names and addresses and shareholdings
                during usual business hours upon five business days’ prior written demand
                upon the corporation; or(ii)          Obtain
                from the transfer agent, if any, for the corporation, upon five business
                days’ prior written demand and upon the tender of its usual charges for
                such a list (the amount of which charges shall be stated to the
                stockholder by the transfer agent upon request), a list of the
                stockholders’ names and addresses who are entitled to vote for the
                election of directors and their shareholdings, as of the most recent
                record date for which it has been compiled or as of a date specified
                by
                the stockholder subsequent to the date of
                demand.


(b)          The
      record of stockholders shall also be open to inspection and copying by any
      stockholder or holder of a voting trust certificate at any time during usual
      business hours upon written demand on the corporation, for a purpose reasonably
      related to such holder’s interest as a stockholder or holder of a voting trust
      certificate.


(c)          The
      accounting books and records and minutes of proceedings of the stockholders
      and
      the Board of Directors and of any committees of the Board of Directors of the
      corporation and of each of its subsidiaries shall be open to inspection, copying
      and making extracts upon written demand on the corporation of any stockholder
      or
      holder of a voting trust certificate at any reasonable time during usual
      business hours, for a purpose reasonably related to such holder’s interests as a
      stockholder or as a holder of such voting trust certificate.


(d)          Any
      inspection, copying, and making of extracts may be done in person or by agent
      or
      attorney.





5.3          Inspection
      of Bylaws by Stockholders.  The original or a copy of these Bylaws
      shall be kept as provided in these Bylaws and shall be open to inspection by
      the
      stockholders at all reasonable times during office hours.





5.4          Written
      Form.  If any record subject to inspection pursuant to Sections 5.2 or
      5.3 above is not maintained in written form, a request for inspection is not
      complied with unless and until the corporation at its expense makes such record
      available in written form.





**ARTICLE
      VI**


**GENERAL
      PROVISIONS**





6.1          Fiscal
      Year.  Except as from time to time otherwise designated by the Board of
      Directors, the fiscal year of the corporation shall begin on the first day
      of
      October of each year and end on the last day of September in each
      year.





6.2          Corporate
      Seal.  The corporate seal shall be in such form as shall be approved by
      the Board of Directors.


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6.3          Waiver
      of Notice.  Whenever notice is required to be given by law, by the
      Certificate of Incorporation or by these Bylaws, a written waiver signed by
      the
      person entitled to notice, or a waiver by electronic transmission by the person
      entitled to notice, whether before, at or after the time stated in such notice,
      shall be deemed equivalent to notice.  Attendance of a person at a meeting
      shall constitute a waiver of notice of such meeting, except when the person
      attends a meeting for the express purpose of objecting at the beginning of
      the
      meeting, to the transaction of any business because the meeting is not lawfully
      called or convened.





6.4          Voting
      of Securities.  Except as the Board of Directors may otherwise
      designate, the Chief Executive Officer, the President or the Treasurer may
      waive
      notice of, and act as, or appoint any person or persons to act as, proxy or
      attorney-in-fact for this corporation (with or without power of substitution)
      at
      any meeting of stockholders or securityholders of any other entity, the
      securities of which may be held by this corporation.





6.5          Evidence
      of Authority.  A certificate by the Secretary, or an Assistant
      Secretary, or a temporary Secretary, as to any action taken by the stockholders,
      directors, a committee or any officer or representative of the corporation
      shall
      as to all persons who rely on the certificate in good faith be conclusive
      evidence of such action.





6.6          Certificate
      of Incorporation.  All references in these Bylaws to the Certificate of
      Incorporation shall be deemed to refer to the Certificate of Incorporation
      of
      the corporation, as amended and in effect from time to time.





6.7          Severability. 
      Any determination that any provision of these Bylaws is for any reason
      inapplicable, illegal or ineffective shall not affect or invalidate any other
      provision of these Bylaws.





6.8          Pronouns. 
      All pronouns used in these Bylaws shall be deemed to refer to the masculine,
      feminine or neuter, singular or plural, as the identity of the person or persons
      may require.





**ARTICLE
      VII**


**AMENDMENTS**





These
      Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws
      may be adopted by the Board of Directors or by the stockholders as provided
      in
      the Certificate of Incorporation.





Amended
            May 15,
            2007
 23