BYLAWS





OF





DIVERSIFIED
PRODUCT INSPECTIONS, INC.





As
Adopted on





November
24, 2008




Article I. Meeting of
Shareholders





Section 1.  Annual
Meeting.  The annual meeting of the shareholders of this
Corporation shall be held at the time and place designated by the Board of
Directors of the Corporation.  Business transacted at the annual
meeting shall include the election of directors of the Corporation.





Section
2.  Special Meetings.  Special meetings of the
shareholders shall be held when directed by the Board of Directors, or when
requested in writing by the holders of not less than 10 percent of all the
shares entitled to vote at the meeting.





Section
3.  Place.  Meetings of shareholders may be held
within or without the State of Delaware.





Section
4.  Notice.  Written notice stating the place, day
and hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than 10
nor more than 60 days before the meeting, either personally or by first class
mail, by or at the direction of the president, the secretary, or the officer or
persons calling the meeting to each shareholder of record entitled to vote at
such meeting.  If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail addressed to the shareholder at his
address as it appears on the stock transfer books of the Corporation, with
postage there on prepaid. The provisions of Section 229 of the Delaware General
Corporation Law (the “DGCL”) as to waiver of notice are applicable.





Section 5.  Notice
of Adjourned Meetings.  When a meeting is adjourned to another
time or place, it shall not be necessary to give any notice of the adjourned
meeting if the time and place to which the meeting is adjourned are announced at
the meeting at which the adjournment is taken, and at the adjourned meeting any
business may be transacted that might have been transacted on the original date
of the meeting.  If, however, after the adjournment the Board of
Directors fixes a new record date for the adjourned meeting, a notice of
adjourned meeting, shall be given as provided in this section to each
shareholder of record on the new record date entitled to vote at such
meeting.





Section
6.  Closing of Transfer Books and Fixing Record
Date.  For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders or any adjournment thereof,
or entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other purpose, the Board of Directors may
provide that the stock transfer books shall be closed for a stated period but
not to exceed, in any case, 60 days.  If the stock transfer books
shall be closed for the purpose of determining shareholders entitled to notice
of or to vote at a meeting of shareholders, such books shall be closed for at
least 10 days immediately preceding such meeting.





In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the record date for
the determination of shareholders, such date in any case to be not more than 60
days and, in case of a meeting of shareholders, not less than 10 days prior to
the date on which the particular action requiring such determination of
shareholders is to be taken.





If the stock transfer books are not
closed and no record date is fixed for the determination of shareholders
entitled to notice or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the day preceding the day on which
notice of the meeting is mailed or the date on which the resolution of the Board
of Directors declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of shareholders.





When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof, unless
the Board of Directors fixes a new record date for the adjourned
meeting.





Section
7.  Shareholder Quorum and Voting.  A majority of the
outstanding shares of each class or series of voting stock then entitled to
vote, represented in person or by proxy, shall constitute a quorum at a meeting
of shareholders.  When a specified item of business is required to be
voted on by a class or series of stock, a majority of the outstanding shares of
such class or series shall constitute a quorum for the transaction of such item
of business by that class or series.





If a quorum is present, the affirmative
vote of the majority of those shares present at the meeting in person or by
proxy of each class or series of voting stock and entitled to vote on the
subject matter shall be the act of the shareholders unless otherwise provided
however that the directors of the Corporation shall be elected by a plurality of
such shares.





After a quorum has been established at
a shareholders’ meeting, the subsequent withdrawal of shareholders, so as to
reduce the number of shareholders entitled to vote at the meeting below the
number required for a quorum, shall not affect the validity of any action taken
at the meeting or any adjournment thereof.





Section 8.  Voting
of Shares.  Each outstanding share, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders.





Treasury shares, shares of stock of
this Corporation owned by another corporation, the majority of the voting stock
of which is owned or controlled by this Corporation, and shares of stock of this
Corporation, held by it in a fiduciary capacity shall not be voted, directly or
indirectly, at any meeting, and shall not be counted in determining the total
number of outstanding shares at any given time.


2


A shareholder may vote either in person
or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact.





At each election for directors every
shareholder entitled to vote at such election shall have the right to vote, in
person or by proxy, the number of shares owned by him for as many persons as
there are directors to be elected at that time and for whose election he has a
right to vote.





Shares standing in the name of another
corporation, domestic or foreign, may be voted by the officer, agent, or proxy
designated by the bylaws of the corporate shareholder; or, in the absence of any
applicable bylaw, by such person as the Board of Directors of the corporate
shareholder may designate.  Proof of such designation may be made by
presentation of a certified copy of the bylaws or other instrument of the
corporate shareholder.  In the absence of any such designation, or in
case of conflicting designation by the corporate shareholder, the chairman of
the board, president, any vice president, secretary and treasurer of the
corporate shareholder shall be presumed to possess, in that order, authority to
vote such shares.





Shares held by an administrator,
executor, guardian or conservator may be voted by him, either in person or by
proxy, without a transfer of such shares into his name.  Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name.





Shares standing in the name of a
receiver may be voted by such receiver, and shares held by or under the control
of a receiver may be voted by such receiver without the transfer thereof into
his name if authority to do so is contained in an appropriate order of the court
by which such receiver was appointed.





A shareholder whose shares are pledged
shall be entitled to vote such shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee or his nominee shall be
entitled to vote the shares so transferred.





On and after the date on which written
notice of redemption of redeemable shares has been mailed to the holders thereof
and a sum sufficient to redeem such shares has been deposited with a bank or
trust company with irrevocable instruction and authority to pay the redemption
price to the holders thereof upon surrender of certificates therefor, such
shares shall not be entitled to vote on any matter and shall not be deemed to be
outstanding shares.





Section
9.  Proxies.  Every shareholder entitled to vote at a
meeting of shareholders or to express consent or dissent without a meeting of a
shareholders’ duly authorized attorney-in-fact may authorize another person or
persons to act for him by proxy.





Every proxy must be signed by the
shareholder or his attorney in-fact.  No proxy shall be valid after
the expiration of three years from the date thereof unless otherwise provided in
the proxy.  Every proxy shall be revocable at the pleasure of the
shareholder executing it, except as otherwise provided by law.


3


The authority of the holder of a proxy
to act shall not be revoked by the incompetence or death of the shareholder who
executed the proxy unless, before the authority is exercised, written notice of
an adjudication of such incompetence or of such death is received by the
corporate officer responsible for maintaining the list of
shareholders.





If a proxy for the same shares confers
authority upon two or more persons and does not otherwise provide, a majority of
them present at the meeting, or if only one is present then that one, may
exercise all the powers conferred by the proxy; but if the proxy holders present
at the meeting are equally divided as to the right and manner of voting in any
particular case, the voting of such shares shall be prorated.





If a proxy expressly provides, any
proxy holder may appoint in writing a substitute to act in his
place.





Section
10.  Action by Shareholders without a Meeting.  Any
action required by law, these bylaws, or the certificate of incorporation of
this Corporation to be taken at any annual or special meeting of shareholders of
the Corporation, or any action which may be taken at any annual or special
meeting of such shareholders, 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.  If any class of shares is entitled to vote thereon as a
class, such written consent shall be required of the holders of a majority of
the shares of each class of shares entitled to vote as a class thereon and of
the total shares entitled to vote thereon.





Promptly after obtaining such
authorization by written consent, notice shall be given to those shareholders
who have not consented in writing.  The notice shall fairly summarize
the material features of the authorized action, and, if the action be a merger
or consolidation for which appraisal rights are provided under the DGCL, be
given in accordance with Section 262(d)(2) of the Act, as amended.





Section
11.  Advance Notice of Shareholder Nominees and Shareholder
Business.





To be properly brought before an annual
meeting or special meeting, nominations for the election of directors or other
business must be:





(a)
            specified
      in the notice of meeting (or any supplement thereto) given by or at the
      direction of the Board of
Directors,





(b)
            otherwise
      properly brought before the meeting by or at the direction of the Board of
      Directors, or





(c)
            otherwise
      properly brought before the meeting by a
  shareholder.


4





For such
other nominations or other business to be considered properly brought before the
meeting by a shareholder, such shareholder must have given timely notice and in
proper form of his intent to bring such business before such
meeting.  To be timely, such shareholder’s notice must be delivered to
or mailed and received by the secretary of the Corporation not less than 90 days
prior to the meeting; provided, however, that in the event that less than 100
days notice of prior public disclosure of the date of the meeting is given or
made to shareholders, notice by the shareholder 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 meeting was mailed or
such public disclosure was made.  To be in proper form, a
shareholder’s notice to the secretary shall set forth:





(i)
            the
      name and address of the shareholder who intends to make the nominations,
      propose the business, and, as the case may be, the name and address of the
      person or persons to be nominated or the nature of the business to be
      proposed;





(ii)
            a
      representation that the shareholder is a holder of record of stock of the
      Corporation entitled to vote at such meeting and, if applicable, intends
      to appear in person or by proxy at the meeting to nominate the person or
      persons specified in the notice or introduced the business specified in
      the notice;





(iii)
            if
      applicable, a description of all arrangements or understandings between
      the shareholder and each nominee and any other person or persons (naming
      such person or persons) pursuant to which the nomination or nominations
      are to be made by the shareholder;





(iv)
            such
      other information regarding each nominee or each matter of business to be
      proposed by such shareholder as would be required to be included in a
      proxy statement filed pursuant to the proxy rules of the Securities and
      Exchange Commission had the nominee been nominated, or intended to be
      nominated, or the matter been proposed, or intended to be proposed by the
      Board of Directors; and





(v)
            if
      applicable, the consent of each nominee to serve as director of the
      Corporation if so elected.





The
chairman of the meeting may refuse to acknowledge the nomination of any person
or the proposal of any business not made in compliance with the foregoing
procedure.





Article II.
Directors





Section
1.  Function.  All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
Corporation shall be managed under the direction of, the Board of
Directors.


5


Section
2.  Qualification.  Directors need not be residents
of this state or shareholders of this Corporation.





Section
3.  Compensation.  The Board of Directors shall have
authority to fix the compensation of directors.





Section 4.  Duties
of Directors.  A director shall perform his duties as a
director, including his duties as a member of any committee of the board upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the Corporation, and with such care as an ordinarily
prudent person in a like position would use under similar
circumstances.





In performing his duties, a director
shall be entitled to rely on information, opinions, reports or statements,
including financial statements and other financial data, in each case prepared
or presented by:





(a)           one
or more officers or employees of the Corporation whom the director reasonably
believes to be reliable and competent in the matters presented,





(b)           counsel,
public accountants or other persons as to matters which the director reasonably
believes to be within such person’s professional or expert competence,
or





(c)           a
committee of the board upon which he does not serve, duly designated in
accordance with a provision of the certificate of incorporation or the bylaws,
as to matters within its designated authority, which committee the director
reasonably believes to merit confidence.





A director shall not be considered to
be acting in good faith if he has knowledge concerning the matter in question
that would cause such reliance described above to be unwarranted.





A person who performs his duties in
compliance with this section shall have no liability by reason of being or
having been a director of the Corporation.





Section
5.  Presumption of Assent.  A director of the
Corporation who is present at a meeting of its Board of Directors at which
action on any corporate matter is taken shall be presumed to have assented to
the action taken unless he votes against such action or abstains from voting in
respect thereto because of an asserted conflict of interest.





Section
6.  Number.  This Corporation shall have no less than
three nor greater than nine directors.  The number of directors may be
established from time to time by resolution of the Board of Directors, but no
decrease shall have the effect of shortening the terms of any incumbent
director.





Section
7.  Election and Term.  Each person named in the
certificate of incorporation as a member of the initial Board of Directors and
all other directors appointed by the Board of Directors to fill vacancies
thereof shall hold office until the first annual meeting of shareholders, and
until his successor shall have been elected and qualified or until his earlier
resignation, removal from office or death.


6


At the first annual meeting of
shareholders and at each annual meeting thereafter the shareholders shall elect
directors to hold office until the next succeeding annual
meeting.  Each director shall hold office for the term for which he is
elected and until his successor shall have been elected and qualified or until
his earlier resignation, removal from office or death.





Section
8.  Vacancies.  Any vacancy occurring in the Board of
Directors, including any vacancy created by reason of an increase in the number
of directors, may be filled by the affirmative vote of a majority of the
remaining directors though less than a quorum of the Board of
Directors.  A director elected to fill a vacancy shall hold office
only until the next election of directors by the shareholders.





Section 9. Removal of
Directors. At a meeting of the shareholders called expressly for that
purpose, any director or the entire Board of Directors may be removed, with or
without cause, by a vote of the holders of a majority of the shares of each
class or series of voting stock, present in person or by proxy, then entitled to
vote at an election of directors.





Section
10.  Quorum and Voting.  A majority of the number of
directors fixed by these bylaws shall constitute a quorum for the transaction of
business.  The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of
Directors.





Section
11.  Director Conflicts of Interest.  No contract or
other transaction between this Corporation and one or more of its directors or
any other corporation, firm, association or entity in which one or more of the
directors are directors or officers or are financially interested, shall be
either void or voidable because of such relationship or interest or because such
director or directors are present at the meeting of the Board of Directors or a
committee thereof which authorizes, approves or ratifies such contract or
transaction or because his or their votes are counted for such purpose,
if:





(a)           The
fact of such relationship or interest is disclosed or known to the Board of
Directors or committee which authorizes, approves or ratifies the contract or
transaction by a vote or consent sufficient for the purpose without counting the
votes or consents of such interested directors; or





(b)           The
fact of such relationship or interest is disclosed or known to the shareholders
entitled to vote and they authorize, approve or ratify such contract or
transaction by vote or written consent; or





(c)           The
contract or transaction is fair and reasonable as to the Corporation at the time
it is authorized by the board, a committee or the
shareholders.  Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or a
committee thereof which authorizes, approves or ratifies such contract or
transaction.





Section 12.  Place
of Meeting.  Regular and special meetings by the Board of
Directors may be held within or without the State of Delaware.


7


Section 13.  Time,
Notice and Call of Meetings.  Regular meetings of the Board of
Directors shall be held without notice on the second Tuesday of September of
each year.  Notice of the time and place of special meetings of the
Board of Directors shall be given to each director by either personal delivery,
any form of electronic notice including facsimile transmission, as long as the
director is able to retain a copy of the notice, or telegram at least one day
before the meeting.





Notice of a meeting of the Board of
Directors need not be given to any director who signs a waiver of notice either
before or after the meeting.  Attendance of a director at a meeting
shall constitute a waiver of notice of such meeting and waiver of any and all
obligations to the place of the meeting, the time of the meeting, or the manner
in which it has been called or convened, except when a director states, at the
beginning of the meeting, any objection to the transaction of business because
the meeting is not lawfully called or convened.





Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Board of Directors
need be specified in the notice or waiver of notice of such
meeting.





A majority of the directors present,
whether or not a quorum exists, may adjourn any meeting of the Board of
Directors to another time and place.  Notice of any such adjourned
meeting shall be given to the directors who were not present at the time of the
adjournment and, unless the time and place of the adjourned meeting are
announced at the time of the adjournment, to the other directors.





Meetings of the Board of Directors may
be called by the president of the Corporation or by any director.





Members of the Board of Directors may
participate in a meeting of such Board by means of a conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other at the same time.  Participation by
such means shall constitute presence in person at a meeting.





Section
14.  Action Without a Meeting.  Any action required
to be taken at a meeting of the directors of the Corporation, or any action
which may be taken at a meeting of the directors, may be taken without a meeting
if a consent in writing, setting forth the action to be taken, signed by all of
the directors, is filed in the minutes of the proceedings of the
Board.  Such consent shall have the same effect as a unanimous
vote.





Section
15.  Committees.  The Board of Directors may
designate from among its members such committees it deems prudent, such as, but
not limited to, an executive committee, audit committee, compensation committee,
finance committee and a litigation committee.


8


Article III.
Officers





Section
1.  Officers.  The officers of this Corporation shall
consist of a president, one or more vice presidents, secretary, and treasurer,
and any assistants to the office of vice president, treasurer or secretary as
may be designated by the board of directors, each of whom shall be elected by
the board of directors from time to time.  Any two or more offices may
be held by the same person.  The failure to elect any of the above
officers shall not affect the existence of this Corporation.





Section
2.  Duties.  The officers of this Corporation shall
have the following duties and such other duties as delegated by the
president.





The president shall be the chief
executive officer of the Corporation, shall have general and active management
of the business and affairs of the Corporation subject to the directions of the
board of directors, and shall preside at all meetings of the shareholders and
board of directors.





The vice president of finance shall be
the chief financial and chief accounting officer.  He shall keep
correct and complete records of account, showing accurately at all times the
financial condition of the corporation.  He shall furnish at meetings
of the Board of Directors, or whenever requested, a statement of the financial
condition of the Corporation and shall perform such other duties as the bylaws
provide or the Board of Directors may prescribe.





Any other vice president(s) shall
perform such duties as may be prescribed by the Board of Directors or the
president and shall act whenever the president shall be
unavailable.





The secretary shall have custody of and
maintain all of the corporate records except the financial records, shall record
the minutes of all meetings of the shareholders and whenever else required by
the Board of Directors or the president, and shall perform such other duties as
may be prescribed by the Board of Directors.





The treasurer shall be the legal
custodian of all monies, notes, securities and other valuables that may from
time to time come into the possession of the Corporation.  He shall
immediately deposit all funds of the Corporation coming into his hands in some
reliable bank or other depositary to be designated by the Board of Directors and
shall keep this bank account in the name of the Corporation.





Section
3.  Removal of Officers.  Any officer or agent
elected or appointed by the Board of Directors may be removed by the Board
whenever in its judgment the best interests of the Corporation will be served
thereby.





Any officer or agent elected by the
shareholders may be removed only by vote of the shareholders, unless the
shareholders shall have authorized the directors to remove such officer or
agent.


9


Any vacancy, however, occurring, in any
office may be filled by the Board of Directors, unless the bylaws shall have
expressly reserved such power to the shareholders.


Removal
of any officer shall be without prejudice to the contract rights, if any, of the
person so removed; however, election or appointment of an officer or agent shall
not of itself create contract rights.




Article IV. Stock
Certificates





Section
1.  Issuance.  Every holder of shares in this
Corporation shall be entitled to have a certificate, representing all shares to
which he is entitled.  No certificate shall be issued for any share
until such share is fully paid.





Section
2.  Form.  Certificates representing shares in this
Corporation shall be signed by the president or vice president and the secretary
or an assistant secretary or treasurer or assistant treasurer and may be sealed
with the seal of this Corporation or a facsimile thereof.  The
signature of the president or vice president and the secretary or assistant
secretary or treasurer or assistant treasurer may be facsimiles if the
certificate is manually signed on behalf of a transfer agent or a registrar,
other than the Corporation itself or an employee of the
Corporation.  In case any officer who signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer at the date of its
issuance.





Every certificate representing shares
issued by this Corporation shall set forth or fairly summarize upon the face or
back of the certificate, or shall state that the Corporation will furnish to any
shareholder upon request and without charge a full statement of, the
designations, preferences, limitations and relative rights of the shares of each
class or series authorized to be issued, and the variations in the relative
rights and preferences between the shares of each series so far as the same have
been fixed and determined, and the authority of the Board of Directors to fix
and determine the relative rights and preferences of subsequent
series.





Every certificate representing shares
which are restricted as to the sale, disposition, or other transfer of such
shares shall state that such shares are restricted as to transfer and shall set
forth or fairly summarize upon the certificate, or shall state that the
Corporation will furnish to any shareholder upon request and without charge a
full statement of, such restrictions.





Each certificate representing shares
shall state upon its face:  the name of the Corporation; that the
Corporation is organized under the laws of this state; the name of the person or
persons to whom issued; the number and class of shares, and the designation of
the series, if any, which such certificate represents; and the par value of each
share represented by such certificate, or a statement that the shares are
without par value.





Section
3.  Transfer of Stock.  Except as provided in Section
4 of this Article, the Corporation shall register a stock certificate presented
to it for transfer if the certificate is properly endorsed by the holder of
record or by his duly authorized attorney, and the signature of such person has
been guaranteed by a commercial bank or trust company or by a member of the New
York or American Stock Exchange.


10


Section
4.  Off-Shore Offerings.  In all offerings of equity
securities pursuant to Regulation S of the Securities Act of 1933 (the “Act”),
the Corporation shall require that its stock transfer agent refuse to register
any transfer of securities not made in accordance with the provisions of
Regulation S, pursuant to registration under the Act or an available exemption
under the Act.





Section 5.  Lost,
Stolen or Destroyed Certificates.  The Corporation shall issue
a new stock certificate in the place of any certificate previously issued if the
holder of record of the certificate (a) makes proof in affidavit form that it
has been lost, destroyed or wrongfully taken; (b) requests the issuance of a new
certificate before the Corporation has notice that the certificate has been
acquired by a purchaser for value in good faith and without notice of any
adverse claim; (c) gives bond in such form as the Corporation may direct, to
indemnify the Corporation, the transfer agent, and registrar against any claim
that may be made on account of the alleged loss, destruction, or theft of a
certificate; and (d) satisfies any other reasonable requirements imposed by the
Corporation.





Article V. Books and
Records





Section 1.  Books
and Records.  This Corporation shall keep correct and complete
records and books of account and shall keep minutes of the proceedings of its
shareholders, Board of Directors and committees of directors.





This Corporation shall keep at its
registered office or principal place of business, or at the office of its
transfer agent or registrar, a record of its shareholders, giving the names and
addresses of all shareholders, and the number, class and series, if any, of the
shares held by each.





Any books, records and minutes may be
in written form or in any other form capable of being converted into written
form within a reasonable time.





Any person who shall have been a holder
of record of shares or of voting trust certificates therefor at least six months
immediately preceding his demand or shall be the holder of record of, or the
holder of record of voting trust certificates for, at least five percent of the
outstanding shares of any class or series of the Corporation, upon written
demand stating the purpose thereof, shall have the right to examine, in person
or by agent or attorney, at any reasonable time or times, for any proper purpose
its relevant books and records of accounts, minutes and records of shareholders
and to make extracts therefrom.





Section
2.  Financial Information. Not later than three months after
the close of each fiscal year, this Corporation shall prepare a balance sheet
showing in reasonable detail the financial condition of the Corporation as of
the close of its fiscal year, and a profit and loss statement showing the
results of the operations of the Corporation during its fiscal
year.


11


Upon the written request of any
shareholder or holder of voting trust certificates for shares of the
Corporation, the Corporation shall mail to such shareholder or holder of voting
trust certificates a copy of the most recent such balance sheet and profit and
loss statement.





The balance sheets and profit and loss
statements shall be filed in the registered office of the Corporation in this
state, shall be kept for at least five years, and shall be subject to inspection
during business hours by any shareholder or holder of voting trust certificates,
in person or by agent.





Article VI.
Dividends





The Board of Directors of this
Corporation may, from time to time, declare and the Corporation may pay
dividends on its shares in cash, property or its own shares, except when the
Corporation is insolvent or when the payment thereof would render the
Corporation insolvent or when the declaration or payment thereof would be
contrary to any restrictions contained in the certificate of incorporation,
subject to the following provisions:





(a)           Dividends
in cash or property may be declared and paid, except as otherwise provided in
this section, only out of the unreserved and unrestricted earned surplus of the
Corporation or out of capital surplus, howsoever arising but each dividend paid
out of capital surplus shall be identified as a distribution of capital surplus,
and the amount per share paid from such surplus shall be disclosed to the
shareholders receiving the same concurrently with the distribution.





(b)           Dividends
may be declared and paid in the Corporation’s own treasury shares.





(c)           Dividends
may be declared and paid in the Corporation’s own authorized but unissued shares
out of any unreserved and unrestricted surplus of the Corporation upon the
following conditions:





(1)           If
a dividend is payable in shares having a par value, such shares shall be issued
at not less than the par value thereof and there shall be transferred to stated
capital at the time such dividend is paid an amount of surplus equal to the
aggregate par value of the shares to be issued as a dividend.





(2)           If
a dividend is payable in shares without a par value, such shares shall be issued
at such stated value as shall be fixed by the Board of Directors by resolution
adopted at the time such dividend is declared, and there shall be transferred to
stated capital at the time such dividend is paid an amount of surplus equal to
the aggregate stated value so fixed in respect of such shares; and the amount
per share so transferred to stated capital shall be disclosed to the
shareholders receiving such dividend concurrently with the payment
thereof.





(d)           No
dividend payable in shares of any class shall be paid to the holders of shares
of any other class unless the certificate of incorporation so provide or such
payment is authorized by the affirmative vote or the written consent of the
holders of at least a majority of the outstanding shares of the class in which
the payment is to be made.


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(e)           A
split-up or division of the issued shares of any class into a greater number of
shares of the same class without increasing the stated capital of the
Corporation shall not be construed to be a share dividend within the meaning of
this section.





Article VII. Corporate
Seal





The Board of Directors shall provide a
corporate seal which shall be circular in form and shall have inscribed thereon
the following:








Article VIII.
Amendment





These bylaws may be repealed or
amended, and new bylaws maybe adopted, by the Board of Directors or the
shareholders in accordance with Section 109 of the Delaware General Corporation
Law.


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