**Exhibit3.2**

 

**RESTATEDBYLAWS**

 

**OF**

 

**AUSTINS STEAKS & SALOON CORP.**

 

**ARTICLE I**

 

**OFFICE**

 

**Section 1.01 Principal Office**.  The principal office of the Corporationshall be located in the City of Wilmington, New Castle County, Delaware.  The corporation may have such other offices,either within or without the State of Delaware, as the Board of Directors maydesignate or as the business of the corporation may require from time to time.

 

**Section 1.02 Registered Office**.  The Board of Directors shall designate, andmay from time to time change, the registered office and registered agent to ofthe corporation.  The registered officeof the corporation required by the Delaware Business Corporation Act to bemaintained in the State of Delaware may be, but need no be, identical with theprincipal office of the corporation in the State of Delaware.

 

**ARTICLE II**

 

**Section 2.01 Annual Meeting**.  The annual meeting of the stockholders shallbe held on the third Wednesday in the month of May in each year, beginning withthe year 2000, at the hour of 10:00 o=clock a.m., for the purpose of electingdirectors and for the transaction of such other proper business as may comebefore the meeting.  If the day fixedfor the annual meeting shall be a legal holiday in the State of Delaware, suchmeeting shall be held on the nest succeeding business day.  If the lection of directors shall not beheld on the day designated for the annual meeting of the stockholders, or atany adjournment thereof, the Board-of-Directors shall cause the election to beheld at a special meeting of the stockholders to be called as soon thereafteras practical.

 

**Section 2.02 Special Meeting**.  Special meetings of the stockholders, forany purpose or purposes germane to the business of the corporation, unlessotherwise prescribed by statute, may be called by the President, by theChairman of the Board, or by the Board of Directors, and shall be called by thePresident at the request of the holders of not less than twenty percent of allthe outstanding shares of the corporation entitled to vote at the meeting.

 

**Section 2.03 Place of Meetings**.  The Board of Directors may designate anyplace, either within or without the State of Delaware, as the place of meetingfor any annual meeting or for any special meeting called by the Board ofDirectors.  A waiver of notice signed byall stockholders of record entitled to vote at a meeting is otherwise called,the place of meeting shall be the registered office of the corporation.

 

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**Section 2.04 Notice of Meeting**.  Written or printed notice stating the place,day and hour of the meeting and, in case of a special meeting, the purpose orpurposes for which the meeting is called, shall be delivered not less than tennor more than fifty days before the date of the meeting, either personally orby mail, by or at the direction of the President or the Secretary, or theofficer or persons calling the meeting, to each stockholder of record entitledto vote at such meeting.  If mailed,such notice shall be deemed to be delivered when deposited in the United Statesmail, first class postage prepaid, addressed to the stockholder at his addressas it appears on the stock transfer books of the corporation.

 

**Section 2.05 Closing of Transfer Books for Fixing Record Date**.For the purpose of determining stockholders entitled to notice of or to vote atany meeting of stockholders or any adjournment thereof, or stockholdersentitled to receive payment of any dividend, or in order to make adetermination of stockholders for any other purpose, the Board of Directors ofthe corporation may provide that the stock transfer books shall be closed for astated period not to exceed, in any case, fifty days.  If the stock transfer books shall be closed for the purpose ofdetermining stockholders entitled to notice of or to vote at a meeting ofstockholders, such books shall be closed for at least ten days but not longerthan 50 days immediately preceding such meeting.  In lieu of closing the stock transfer books, the Board of Directorsmay fix in advance a date as the record date for any such determination ofstockholders, such date in any case to be not more than fifty days prior to thedate on which the particular action, requiring such determination ofstockholders, is to be taken.  If thestock transfer books are not closed and the record date is fixed for thedetermination of stockholders, or stockholders entitled to receive payment of adividend, the date on which notice of the meeting is mailed or the date onwhich the resolution of the Board of Directors declaring such dividend isadopted, as the case may be, shall be the record date for such determination ofstockholders.  When a determination ofstockholders entitled to vote at any meeting of stockholders has been made asprovided in this section, such determination shall apply to any adjournmentthereof.

 

**Section 2.06 Voting Lists**.  The officer or agent having charge of thestock transfer books for shares of the corporation shall make, at least tendays before each meeting of stockholders, a completer list of the stockholdersentitled to vote at such meeting, or any adjournment thereof, arranged inalphabetical order, with the address of the number of shares held by each,which list, for a period of ten days prior to such meeting, shall be kept at aplace within the city where the meeting to be held, which place shall especified in the notice of meeting, or if not so specified, at the place wherethe meeting is to be held.  Such listshall be subject to inspection by any stockholder, for any purpose germane to themeeting, at any time during usual business hours during such ten-dayperiod.  Such list shall also beproduced and kept open at the time and place of the meeting and shall besubject to the inspection of any stockholder during the whole time of the meeting.  The original stock transfer book shall beprima facie evidence as to who are the stockholders entitled to examine suchlist or transfer books or to vote at any meeting of stockholders.

 

**Section 2.07 Quorum**.  A majority of the issued and outstanding sharesof the capital stock of the corporation entitled to vote, represented in personor by proxy, shall constitute a quorum at a meeting of stockholders.  If less than a majority of the issued andoutstanding shares of the capital stock are represented at a meeting, amajority of the shares so represented may adjourn the meeting from time to timewithout further notice.  At suchadjourned meeting at which a quorum shall be

 

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present or represented, any business may be transacted which might havebeen transacted at the meeting as originally noticed.  The stockholders present at a duly organized meeting may continueto transact business until adjournment, notwithstanding that less than a quorummay thereafter be represented.

 

**Section 2.08 Proxies**.  At all meetings of stockholders, astockholder may vote either in person or by proxy executed in writing by thestockholder or by his duly authorized attorney in fact.  Such proxy shall be filed with the Secretaryof the corporation before or at the time of the meeting.  No proxy shall be valid after six monthsfrom the date of its execution.

 

**Section 2.09 Voting of Shares**.  Each outstanding share of the capital stockof the corporation entitled to vote shall be entitled to one vote upon eachmatter submitted to a vote at a meeting of stockholders.

 

**Section 2.10 Voting of Shares by Certain Holders**.

 

**(a) Corporation**.  Shares standing in the name of another corporation may be votedas the bylaws of such corporation may prescribe, or, in the absence of suchprovision, as the board of directors of such corporation may determine.

 

**(b) Personal Representatives; Trustees**.  Shares held by an administrator, personalrepresentative, executor, guardian or conservator may be voted by him, eitherin person or by proxy, without a transfer of such shares into his name.  Shares standing in the name of a trustee maybe voted by him, wither in person or by proxy, but no trustee shall be entitledto vote shares held by him without a transfer of such shares into his name.

 

**(c) Receiver**.  Shares standing in the name of a receiver may be voted by suchreceiver by proxy, and share held by or under the control of a receiver may bevoted by such receiver, wither in person or without the transfer thereof intohis name if authority to do so is contained in an appropriate order of thecourt by which such receiver was appointed.

 

**(d) Shares Pledged**.  A stockholder whose shares are pledged shallbe entitled to vote such shares until his shares have been transferred into thename of the pledgee, and thereafter the transferee/pledge shall be entitled tovote the shares so transferred.

 

**(e) Treasury Stock**.  Shares of its own stock belonging to thecorporation shall not be voted, directly or indirectly, at any meeting, andshall not be counted in determining the total number of outstanding shares atany given time; provided, however, the shares of its own stock held by thecorporation in a fiduciary capacity may be voted and shall be counted in determiningthe total number of outstanding shares of the capital stock of the corporationfrom time to time.

 

**Section 2.11 Informal Action by Stockholders**.  Any action required to be taken at a meetingof the stockholders, or any other action which may be taken at a meeting of thestockholders, may be taken without a meeting if a consent in writing, settingforth the action so taken, shall be

 

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signed by the stockholders owning the requisite percentage of the outstandingvoting stock required under the Delaware Corporate Law.

 

**ARTICLE III**

 

**BOARD OF DIRECTORS**

 

**Section 3.01 General Powers**.  The business and affairs of the corporationshall be managed by or under the direction of its Board of Directors.

 

**Section 3.02 Number, Tenure and Qualifications**.  The number of directors of the corporationshall be not less than three nor more than eleven.  Each director shall hold office until the next annual meeting ofstockholders and until his successor shall have been elected andqualified.  Directors need not beresidents of the State of Delaware or stockholders of the corporation.

 

**Section 3.03 Regular Meetings**. Aregular meeting of the Board of Directors shall be hold without notice otherthan this bylaw immediately after, and at the same place as, the annual meetingof the stockholders.  The Board ofDirectors may provide, by resolution, the time and place, wither within orwithout the State of Delaware, for the holding of additional regular meetingswithout other notice than such resolution.

 

**Section 3.04 Special Meetings**.  Special meetings of the Board of Directorsmay be called by or at the request of the President or any two directors.  The person or persons authorized to callspecial meetings of the Board of Directors may fix any place, either within orwithout the State of Delaware, as the place for holding any special meeting ofthe Board of Directors called by them.

 

**Section 3.05 Notice**.  Notice of any special meeting of the Boardof Directors shall be delivered at least two days before the date of suchmeeting by written notice to each director delivered personally, by telegram ormailed to each director at his business address.  If mailed, such notice shall be deemed to be delivered whendeposited in the United States mail, first class postage prepaid, soaddressed.  If notice is given bytelegram, such notice shall be deemed to be delivered when the telegram isdelivered to the telegraph company.  Anydirector may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver ofnotice of such meeting, unless a director attends a meeting of the expresspurpose of objecting to the transaction of any business because the meeting isnot lawfully called or convened. Neither the business to be transacted at not the purpose of, any regularor special meeting of the Board of Directors need be specified in the notice orwaiver of notice of such meeting.

 

**Section 3.06 Quorum**.  A majority of the number of directors fixedby Section 3.02 shall constitute a quorum for the transaction of business atany meeting of the Board of Directors, but if less than such majority ispresent at a meeting, a majority of the directors present may adjourn themeeting from time to time without further notice.

 

**Section 3.07 Manner of Acting**.  Any action of the majority of the directorspresent at a meeting at which a quorum is present shall be the action of theBoard of Directors.

 

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**Section 3.08 Vacancies**.  Any director may resign at any time bygiving written notice the President or to the Secretary of thecorporation.  Such resignation shalltake effect as of the time specified therein; and unless otherwise specifiedtherein, the acceptance of such resignation shall not be necessary to make iteffective.  Any vacancy occurring in theBoard of Directors, whether through death, resignation or the increase in thenumber of directors, may be filled by the affirmative vote of a majority of theremaining directors though less than a quorum of the Board of Directors.  Directorships created by an increase in thenumber of directors do not have to filled by a vote of the stockholders.

 

**Section 3.09 Committees of Directors**.  There may be an Executive Committee of threeor more Directors designated by resolution passed by a majority of the wholeBoard, and the Board shall have the power at any time to remove any of themembers thereof and to appoint other persons in lieu of the persons so removed.  The Executive Committee shall elect its ownchairman.  The Executive Committeebetween the meetings of the Board of Directors may exercise all of the powersof the Board of Directors in the management of the normal business affairs ofthe Corporation; provided, however, this shall not be construed as giving theExecutive Committee any power or authority to rescind or void any previousactions of the Board of Directors, to change the corporate structure of theCompany, to issue bonds, debentures, or other forms of permanent financing, declaredividends, issue additional stock of the Corporation, to amend these bylaws, tofill vacancies in the Board or the Executive Committee, or to do any act whichis otherwise expressly reserved to the Directors by Section 11(c) of theDelaware Corporation Law, by the bylaws or by resolution of the Board ofDirectors heretofore or hereafter adopted. The Executive Committee shall also have, and may exercise, all thepowers of the Board of Directors, as outlined in this paragraph, whenever aquorum of the Board shall fail to be present at any meeting of the Board.

 

All action of the Executive Committee shall bereported to the Board of Directors at its meeting next succeeding such action,and shall be subject to revision and alteration by the Board, provided that norights of third parties shall be affected by any such revision oralteration.  Regular minutes of theproceedings of the Executive Committee shall be kept in a book provided for thepurpose.  Vacancies in the ExecutiveCommittee shall be filled by the Board of Directors.

 

A majority of the Executive Committee shall benecessary to constitute a quorum, and, in every case, an affirmative vote of amajority of the members shall be necessary for the passage of anyresolution.  It shall fix its own rulesof procedure and shall meet as provided by such rules or by resolution of theBoard, and it shall also meet at the call of the chairman, or of any twomembers of the Committee.  Should theExecutive Committee fail to fix its own rules, the provisions of these bylaws,pertaining to the calling of meetings and conduct of business by the Board ofDirectors, shall apply as nearly as practical.

 

The Board of Directors, may by resolution orresolutions passed by a majority of the whole Board, designate one or moreother committees, each committee to consist of two or more of the Directors ofthe Corporation, which may exercise such powers to the extent provided in saidresolution or resolutions.  Suchcommittees shall have such name or names as may be determined from time to timeby resolution adopted by the Board of Directors.

 

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**Section 3.10 Minutes of Committees**.  When required, the other committees shallkeep regular minutes of their proceedings and report same to the Board ofDirectors.

 

**Section 3.11 Compensation**.  By resolution of the Board of Directors; thedirectors may be paid their expenses, if any, incurred in attending eachmeeting of the Board of Directors, and may be paid fixed sum for attendance at eachmeeting of the Board of Directors or a stated salary as director.  No such payment shall preclude any directorfrom serving the corporation in any other capacity and receiving compensationtherefor.

 

**Section 3.12 Compensation of Committee Members**.  Members of committees may be allowed suchadditional compensation and reimbursement of expenses over and above theircompensation as Directors as may be fixed from time to time by the Board ofDirectors.

 

**Section 3.13 Presumption of Assent**.  A director of the corporation who is presentat a meeting of the Board of Directors at which action on any corporate matteris taken shall be presumed to have assented to the action taken unless hisdissent shall be entered in the minutes of the meeting or unless he shall filehis written dissent to such action with the person acting as Secretary of themeeting before the adjournment thereof or shall forward such dissent byregistered mail to the Secretary of the corporation immediately afteradjournment of the meeting.  Such rightto dissent shall not apply to a director who voted in favor of such action.

 

**Section 3.14 Informal Action by Directors**.  Any action required or permitted to be takenat a meeting of the directors may be taken without a meeting if a consent inwriting, setting forth the action so taken, shall be signed by all of thedirectors entitled to vote with respect to the subject matter thereof.  Such consent shall have the same force andeffect as a unanimous vote of the directors, and may be stated as such in anyarticle or document files with the Secretary of State under the DelawareBusiness Corporation Act.

 

**ARTICLE V**

 

**OFFICERS**

 

**Section 4.01 Number**.  The officers of the corporation may includea Chairman of the Board of the Board and shall include a President, one or moreVice Presidents (the number thereof to be determined by the Board ofDirectors), a secretary and a Treasurer, each of whom shall be elected by theBoard of Directors.  Such other officersand assistant officers as may be deemed necessary may be elected or appointedby the Board of Directors.  Any two ormore officers may be held by the same person and any office, other thanPresident and Secretary, may be left unfilled for any period at the discretionof the Board of Directors.

 

**Section 4.02 Election and Term of Office**.  The officers of the corporation to beelected by the Board of Directors shall be elected annually by the Board ofDirectors at the first meeting of the Board of Directors held after each annualmeeting of the stockholders.  If theelection of officers shall not be held at such meeting, such election shall beheld as soon thereafter as practical. Each officer shall hold office until his successor shall have been dulyelected and shall have qualified or

 

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until his death, resignation or removal in the manner provided inSection 4.03.

 

**Section 4.03 Removal**.  Any officer or agent elected or appointed bythe Board of Directors may be removed by the affirmative vote of a majority ofthe Board of Directors whenever in its judgement the best interest of thecorporation would be served thereby, nut such removal shall be withoutprejudice to the contract rights, if any, of the person so removed.

 

**Section 4.04 Vacancies**.  A vacancy in an office because of death,resignation, removal, disqualification or otherwise may be filled by the Boardof Directors for the unexpired portion of the term.

 

**Section 4.05 Chairman of the Board**. Ifa Chairman of the Board is elected, he shall preside at all meetings of thestockholders and Board of Directors and shall have such powers and preform suchduties as from time to time may be conferred or imposed upon him by the Boardof Directors.

 

**Section 4.06 President**.  Subject to any delegation of powers andduties to the Chairman or the Board by the Board of Directors, the Presidentshall, subject to the control of the Board of Directors, in general superviseand control all of the business and affairs of the corporation.  In the absence of the Chairman of the Board,he shall, when present, preside at all meetings of the stockholders and theBoard of Directors.  He may sign, withthe Secretary or any other officer of the corporation duly authorized by theBoard of Directors, certificate for shares of the corporation, any deeds,mortgages, bonds, contracts or other instruments which the Board of Directorshas authorized to be executed, except in cases where the signing and executionthereof shall be expressly delegated by the Board of Directors or by these bylawsto some other officer or agent of the corporation, or shall be required by lawto be otherwise signed or executed.  Inaddition, the President shall perform all duties incident to the office ofPresident and such other duties as may be prescribed by the Board of Directorsfrom time to time.

 

**Section 4.07 Vice Presidents**.  In the absence of the President or in theevent of his death, inability or refusal to act, the Vice President (or in theevent there be more than one Vice President, the Vice Presidents in the orderdesignated at the time of their election, or, in the absence of anydesignation, then in the order of their election) shall perform the duties ofthe President, and when so acting, shall have all the powers of and be subjectto all the restrictions upon the authority of the President.  Any Vice President may sign, with theSecretary or any other officer of the corporation duly authorized by the Boardof Directors, certificates for shares of the corporation; and shall performsuch other duties as from time to time may be assigned by the President or bythe Board of Directors.

 

**Section 4.08 Secretary**.  The Secretary shall (i) keep the minutes ofall meetings of the stockholders and the Board of Directors in one or morebooks provided for the purpose; (ii) see that all notices are duly given inaccordance with the provisions of these bylaws or as required bu law; (iii) becustodian of the corporate records and of the seal of the corporation and seethat the seal of the corporation is affixed to all documents the execution ofwhich on behalf of the corporation under its seal is duly authorized; (iv) keepa register of the post office address of each stockholder which shall befurnished to the Secretary by such stockholder; (v) sign with the President, ora Vice

 

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President, certificates for shares of the corporation, the issuance ofwhich shall have been authorized by resolution of the Board of Directors; (vi)have general charge of the stock transfer books of the corporation; and (vii)in general perform all duties incident to the office of Secretary and suchother duties as from time to time may be assigned to him by the President or bythe Board of Directors.

 

**Section 4.09 Treasurer**.  If required by the Board of Directors, theTreasurer shall give a bond for the faithful discharge of his duties in suchsum and with sure surety or sureties as the Board of Directors shalldetermine.  He shall: (i) have charge andcustody of and be responsible for all funds and securities of the corporation,receive and give receipts for moneys due and payable to the corporation fromany source whatsoever, and deposit all such monies in the name of thecorporation in such banks, trust companies or other depositories as shall beselected in accordance with provisions of Article V of these bylaws; and (ii)in general perform all duties incident to the office of Treasurer and suchother duties as from time to time may be assigned to him by the President or bythe Board of Directors.

 

**Section 4.10 Assistant Secretaries and Assistant Treasurers**.  Each Assistant Secretary, when authorized bythe Board of Directors, may sign with the President or Vice Presidentcertificates for shares of the corporation the issuance of which shall havebeen authorized by a resolution of the Board of Directors.  Each Assistant Treasurer shall, if requiredby the Board of Directors, give bonds for the faithful discharge of theirduties in such sums and with such sureties as the Board of Directors shalldetermine.  Each Assistant Secretary andAssistant Treasurer, in general, shall perform such duties as shall be assignedto them by the Secretary of the Treasurer, respectively, or by the President orthe Board of Directors.

 

**Section 4.11 Salaries**.  The salary of each officer of thecorporation shall be fixed from time to time by the Board of Directors and noofficers shall be prevented from receiving such salary by reason of the factthat he is also a director of the corporation.

 

**ARTICLE V**

 

**CONTRACTS, LOANS CHECKS AND DEPOSITS**

 

**Sections 5.01 Contracts**.  The Board of Directors may authorize anyofficer or officers, or agent or agents, to enter into any contract or executeand deliver any instrument in the name of and on behalf of the corporation, andauthority may be general or confined to specific instances.

 

**Section 5.02 Loans**.  No loans shall be contracted on behalf ofthe corporation and no evidence of indebtedness shall be issued in its nameunless authorized by a resolution of the Board of Directors.  Such authority may be general or confined tospecific instances.

 

**Section 5.03 Checks, Drafts, Etc**.  All checks, drafts or other orders for thepayment of money, notes or other evidences of indebtedness issued in the nameof the corporation shall be signed by such officer or officers, or agent oragents, of the corporation and in such manner as shall from time to time bedetermined by resolution of the Board of Directors.

 

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**Section 5.04 Deposits**.  All funds of the corporation not otherwiseemployed shall be deposited from time to time to the credit of the corporationin such banks, trust companies or other depositories as the Board of Directorsmay select.

 

**ARTICLE VI**

 

**CERTIFICATES FOR SHARES AND THEIR TRANSFER**

 

**Section 6.01 Certificates for Shares**.  Certificates representing shares of thecapital stock of the corporation shall be in such form as shall be determinedby the Board of Directors.  Suchcertificates shall be signed by the President or a Vice President and by theSecretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwiseidentified.  The name and address of theperson to whom the shares of the capital stock of the corporation representedthereby are issued, with the number of shares and date of issue, shall beentered on the stock transfer books of the corporation.  All certificates surrendered to thecorporation for transfer shall be canceled and no new certificate(s) shall beissued until the former certificates(s) for a like number of shares shall havebeen surrendered and canceled, except that in case of a lost, destroyed ormutilated certificate a new certificate may be issues therefor upon such termsand with such indemnity to the corporation as the Board of Directors mayprescribe.

 

**Section 6.02 Consideration for Shares**.  Shares of the capital stock of thecorporation shall be issued for such consideration, expressed in dollars, (butnot less than the par value thereof) as shall be fixed from time to time by theBoard of Directors.  Treasury sharesshall be disposed of for such consideration, expressed in dollars, as may befixed from time to time by the Board of Directors.  Such consideration may consist, in whole or in part, of money,other property, tangible or intangible, or of labor or services actuallyperformed for the corporation, but neither promissory notes nor future servicesshall constitute payment or part payment for shares of the capital stock of thecorporation.

 

**Section 6.03 Transfer of Shares**.  Upon surrender to the corporation or to atransfer agent of the corporation of a certificate representing shares of thecapital stock of the corporation duly endorsed or accompanied by properevidence of succession, assignment or authority to transfer, and suchdocumentary stamps as may be required by law, it shall be the duty of thecorporation to issue a new certificate to the person entitled thereto and tocancel the old certificate.  Every suchtransfer of stock shall be entered on the stock book of the corporation whichshall be kept at its principal office, or by its registrar duly appointed.  The corporation shall be entitled to treatthe holder of record of any shares of stock as the holder in fact thereof, and,accordingly, shall not be bound to recognize any equitable or other claim to orinterest in such shares on the part of any other person whether or not it shallhave express or other notice thereof, except as may be required by the laws ofDelaware.

 

**Section 6.04 Lost Certificates**.  In case of the alleged loss, destruction ormutilation of a certificate of the capital stock of the corporation, the Boardof Directors may direct the issuance of a new certificate in lieu thereof uponsuch terms and conditions in conformity with law as it may prescribe.  The Boar of Directors may in its discretionrequire a bond in such form and amount and

 

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with such surety as it may determine before issuing a new certificate.

 

**Section 6.05 Stock Transfer Restrictions**.  The corporation shall have the right byappropriate action to impose restrictions upon the transfer of any shares ofits capital stock, or any interest therein, from time to time issued, providedthat such restrictions as may be from time to time so imposed or notice of thesubstance thereof shall be set forth upon the face or back of the certificatesrepresenting such shares of capital stock.

 

**ARTICLES VII**

 

**INDEMNIFICATION**

 

**Section 7.01 Right to Indemnification**.  The corporation shall indemnify anydirector, officer or employee, or any former director, officer or employee, ofthe corporation, or any person who may have served at its request as adirector, officer or employee of another corporation in which the corporationowns shares of capital stock or of which it is a creditor or in which thecorporation has interest, against any and all expenses (including attorneysfees), liabilities, claims, judgements, fines, costs and amounts paid insettlement, actually and reasonably incurred by or imposed upon such director,officer or employee, in connection with, arising out of or resulting from anyclaim, action, suit or proceeding (whether threatened, pending or completed andwhether civil, criminal, administrative or investigative, including appeals),in which such person may be involved or to which such person is or may be madea party by reason of such person’s being or having been a director, officer oremployee of the corporation or, at its request, of any other corporation.

 

**Section 7.02 Limitations**.  The right to such persons to indemnificationby the corporation shall extend to all matters as to which a majority of thedisinterested remaining directors of the corporation, or independent legalcounsel in a written opinion, shall determine that such director, officer oremployee acted in good faith, for a purpose which such person reasonablybelieved to be in or not opposed to the best interest of the corporation or ofsuch other corporation and had no reasonable cause to believe that such conductwas unlawful.  The right ofindemnification shall not extend to matters as to which such director, officeror employee is finally adjudged in such action, suit or proceeding to have beenliable for negligence or misconduct in the performance of such person=s duty tothe corporation, except to the extent that the court in which such action orsuit was brought may determine upon application that despite such adjudicationof liability, but in view of all the circumstances of the case, such person isfairly and reasonably entitled to indemnity.

 

**Section 7.03 Expenses**.  The corporation may advance expenses to, orwhere appropriate may itself at its expense undertake the defense of, any suchdirector, officer or employee provided that such person shall have undertakento reimburse such expenses if it should be ultimately

 

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determined that he or she is not entitled to indemnification under thisArticle.  The provisions of this Articleshall be applicable to all claims, actions, suits or proceedings made orcommenced after the adoption of this Article, whether arising from acts oromissions occurring before or after its adoption.

 

**Section 7.04 Non-Exclusive**.  The right of indemnification herein providedshall not be exclusive of other rights to which such director, officer oremployee may be entitled as a matter of law, shall continue as to a person whohad ceased to be a director, officer or employee, and shall inure to thebenefit of heirs, executors, administrators and person representatives of suchperson.

 

**Section 7.05 Liability Insurance**.  The corporation may purchase and maintainliability insurance on behalf of any person who is or was a director, officeror employee of the corporation against any liability asserted against suchperson and incurred by such person in any such capacity or arising out of suchperson=s status as a director, officer or employee of the corporation.

 

**ARTICLE VIII**

 

**MISCELLANEOUS**

 

**Section 8.01 Fiscal Year**.  The fiscal year of the corporation shall befixed by the Board of Directors from time to time.

 

**Section 8.02 Dividends**.  The Board of Directors may from time to timedeclare, and the corporation may pay, dividends on its outstanding shares inthe manner and upon the terms and conditions provided by law and in its Articleof Incorporation.

 

**Section 8.03 Seal**.  The Board of Directors may provide acorporate seal which shall be circular in form and shall have inscribed thereonthe names of the corporation, the state of incorporation and the date ofincorporation.

 

**Section 8.04 Waiver of Notice**.  Whenever any notice is required to be givento any stockholder or director of the corporation under the provisions of theseby-laws, its articles of incorporation or the Delaware Business CorporationAct, a waiver of such notice in writing, signed by the person or personsentitled to such notice, whether before or after the time stated therein, shallbe deemed equivalent to the giving of such notice.

 

**Section 8.05 Amendments**.  These bylaws may be altered, amended orrepealed and new bylaws may be adopted by the Board of Directors at any regularor special meeting of the Board of Directors.

 

**Sections 8.06 Parliamentary Authority**.  In all meetings of the corporation whetherof the stockholders or the directors, ARobert’s Rule of Order, as revised,shall be the authority on parliamentary law, except when in conflict withexpress provisions of these bylaws.

 

**Certificate of Secretary**

 

The undersigned, being the duly elected and actingSecretary of Austins Steaks & Saloon

 

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Corp. a Delaware corporation, does hereby certify that the foregoingBylaws of the corporation constitute a true and complete copy of the Bylaws ofthe corporation which were duly adopted by the Board of Directors of thecorporation on May       , 2000.

 
| Dated: May 10, 2000 |                     |
|---------------------|--------------------------|
|                |                     |
|                |                     |
|                | Robyn B. Mabe, Secretary |

 

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