**Exhibit3.2**

**FIRST**

**AMENDEDAND RESTATED**

**BYLAWS**

**OF**

**UTSTARCOM,INC.**

**(aDelaware corporation)**

**Asamended on July 13, 2007**

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**FIRST**

**AMENDEDAND RESTATED**

**BYLAWS**

**OF**

**UTSTARCOM,INC.**

**(aDelaware Corporation)**

# ARTICLEI

# CORPORATE OFFICES

## 1.1           REGISTERED OFFICE

The registered office ofthe corporation shall be in the City of Wilmington, County of New Castle, Stateof Delaware.  The name of the registeredagent of the corporation at such location is The Corporation Trust Company.

## 1.2           OTHER OFFICES

The board ofdirectors may at any time establish branch or subordinate offices at any placeor places where the corporation is qualified to do business.

# ARTICLEII

# MEETINGS OF STOCKHOLDERS

## 2.1           PLACE OF MEETINGS

Meetings ofstockholders shall be held at any place within or outside the State of Delawaredesignated by the board of directors.  Inthe absence of any such designation, stockholders’ meetings shall be held atthe principal executive office of the corporation.

## 2.2           ANNUAL MEETING

The annual meetingof stockholders shall be held each year on a date and at a time designated bythe board of directors.  At the meeting,directors shall be elected, and any other proper business may be transacted.

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## 2.3           SPECIAL MEETING

A special meetingof the stockholders may be called at any time by the board of directors, or bythe chairman of the board, by the president, or by one or more stockholdersholding shares in the aggregate entitled to cast not less than fifty percent(50%) of the votes at that meeting.

If a specialmeeting is called by any person or persons other than the board of directors orthe president or the chairman of the board, then the request shall be inwriting, specifying the time of such meeting and the general nature of thebusiness proposed to be transacted, and shall be delivered personally or sentby registered mail or by telegraphic or other facsimile transmission to thechairman of the board, the president, any vice president or the secretary ofthe corporation.  The officer receivingthe request shall cause notice to be promptly given to the shareholdersentitled to vote, in accordance with the provisions of Sections 2.4 and 2.5 ofthese bylaws, that a meeting will be held at the time requested by the personor persons calling the meeting, so long as that time is not less thanthirty-five (35) nor more than sixty (60) days after the receipt of therequest.  If the notice is not given withintwenty (20) days after receipt of the request, then the person or personsrequesting the meeting may give the notice. Nothing contained in this paragraph of this Section 2.3 shall beconstrued as limiting, fixing or affecting the time when a meeting ofshareholders called by action of the board of directors may be held.

## 2.4           NOTICE OF STOCKHOLDERS’ MEETINGS

All notices ofmeetings of stockholders shall be sent or otherwise given in accordance withSection 2.5 of these bylaws not less than ten (10) nor more than sixty(60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and(i) in the case of a special meeting, the purpose or purposes for whichthe meeting is called (no business other than that specified in the notice maybe transacted) or (ii) in the case of the annual meeting, those matterswhich the board of directors, at the time of giving the notice, intends topresent for action by the stockholders (but any proper matter may be presented atthe meeting for such action).  The noticeof any meeting at which directors are to be elected shall include the name ofany nominee or nominees who, at the time of the notice, the board intends topresent for election.

## 2.5                                 ADVANCENOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS

Nominations ofpersons for election to the Board of Directors of the corporation may be madeat a meeting of stockholders by or at the direction of the Board of Directorsor by any stockholder of the corporation entitled to vote in the election ofdirectors at the meeting who complies with the notice procedures set forth inthis Section.  Such nominations, otherthan those made by or at the direction of the Board of Directors, shall be madepursuant to timely notice in writing to the Secretary of the corporation.  To be timely, a stockholder’s notice shall bedelivered to or mailed and received at the principal executive offices of thecorporation not less than one hundred twenty (120) days prior to themeeting; provided, however, that in the event less than one hundredthirty (130) days notice or prior public disclosure of the date of themeeting is given or made to 

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stockholders, notice bythe stockholder to be timely must be so received not later than the close ofbusiness on the tenth day following the day on which such notice of the date ofthe meeting was mailed or such public disclosure was made.  Such stockholder’s notice shall set forth(a) as to each person, if any, whom the stockholder proposes to nominatefor election or re-election as a director: (i) the name, age, business address and residence address of suchperson, (ii) the principal occupation or employment of such person,(iii) the class and number of shares of the corporation which arebeneficially owned by such person, (iv) any other information relating tosuch person that is required by law to be disclosed in solicitations of proxiesfor election of directors, and (v) such person’s written consent to beingnamed as a nominee and to serving as a director if elected; and (b) as tothe stockholder giving the notice: (i) the name and address, as they appear on the corporation’sbooks, of such stockholder, and (ii) the class and number of shares of thecorporation which are beneficially owned by such stockholder, and (iii) adescription of all arrangements or understandings between such stockholder andeach nominee and any other person or persons (naming such person or persons)relating to the nomination.  At therequest of the Board of Directors any person nominated by the Board forelection as a director shall furnish to the Secretary of the corporation thatinformation required to be set forth in the stockholder’s notice of nominationwhich pertains to the nominee.  No personshall be eligible for election as a director of the corporation unlessnominated in accordance with the procedures set forth in this Section.  The chairman of the meeting shall, if thefacts warrant, determine and declare at the meeting that a nomination was notmade in accordance with the procedures prescribed by these Bylaws, and if thechairman should so determine, the chairman shall so declare at the meeting andthe defective nomination shall be disregarded.

At an annualmeeting of the stockholders, only such business shall be conducted as shallhave been properly brought before the meeting. To be properly brought before an annual meeting, business must be:  (a) as specified in the notice ofmeeting (or any supplement thereto) given by or at the direction of the Boardof Directors, (b)  otherwise properly brought before the meeting by or atthe direction of the Board of Directors, or (c) otherwise properly broughtbefore the meeting by a stockholder. Business to be brought before an annual meeting by a stockholder shallnot be considered properly brought if the stockholder has not given timelynotice thereof in writing to the Secretary of the corporation.  To be timely, a stockholder’s notice must bedelivered to or mailed and received at the principal executive offices of thecorporation not less than forty five (45) days prior to the date on which thecorporation first mailed proxy materials for the prior year’s annual meeting;provided, however, that if the corporation’s annual meeting of stockholdersoccurs on a date more than thirty (30) days earlier or later than thecorporation’s prior year’s annual meeting, then the Board of Directors shalldetermine a date a reasonable period prior to the corporation’s annual meetingof stockholders by which date the stockholders notice must be delivered andpublicize such date in a filing pursuant to the Securities Exchange Act of1934, as amended, or via press release. Such publication shall occur at least ten (10) days prior to the dateset by the Board of Directors.  Astockholder’s notice to the Secretary shall set forth as to each matter thestockholder proposes to bring before the annual meeting:  (i) a brief description of the businessdesired to be brought before the annual meeting and the reasons for conductingsuch business at the annual meeting, (ii) the name and address of thestockholder proposing such business, (iii) the class and number of sharesof the corporation which are beneficially owned by the stockholder,(iv) any material interest of the 

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stockholder in suchbusiness, and (v) any other information that is required by law to beprovided by the stockholder in his capacity as a proponent of a stockholderproposal.  Notwithstanding anything inthese bylaws to the contrary, no business shall be conducted at any annualmeeting except in accordance with the procedures set forth in thisSection.  The chairman of the annualmeeting shall, if the facts warrant, determine and declare at the meeting thatbusiness was not properly brought before the meeting and in accordance with theprovisions of this Section, and, if the chairman should so determine, thechairman shall so declare at the meeting that any such business not properlybrought before the meeting shall not be transacted.

## 2.6           MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

Written notice ofany meeting of stockholders shall be given either personally or by first-classmail or by telegraphic or other written communication.  Notices not personally delivered shall besent charges prepaid and shall be addressed to the stockholder at the addressof that stockholder appearing on the books of the corporation or given by thestockholder to the corporation for the purpose of notice.  Notice shall be deemed to have been given atthe time when delivered personally or deposited in the mail or sent by telegramor other means of written communication.

An affidavit ofthe mailing or other means of giving any notice of any stockholders’ meeting,executed by the secretary, assistant secretary or any transfer agent of thecorporation giving the notice, shall be prima facie evidence of the giving ofsuch notice.

## 2.7           QUORUM

The holders of amajority in voting power of the stock issued and outstanding and entitled tovote thereat, present in person or represented by proxy, shall constitute aquorum at all meetings of the stockholders for the transaction of businessexcept as otherwise provided by statute or by the certificate ofincorporation.  If, however, such quorumis not present or represented at any meeting of the stockholders, then either(i) the chairman of the meeting or (ii) the stockholders entitled tovote thereat, present in person or represented by proxy, shall have power toadjourn the meeting in accordance with Section 2.7 of these bylaws.

When a quorum ispresent at any meeting, the vote of the holders of a majority of the stockhaving voting power present in person or represented by proxy shall decide anyquestion brought before such meeting, unless the question is one upon which, byexpress provision of the laws of the State of Delaware or of the certificate ofincorporation or these bylaws, a different vote is required, in which case suchexpress provision shall govern and control the decision of the question.

If a quorum beinitially present, the stockholders may continue to transact business untiladjournment, notwithstanding the withdrawal of enough stockholders to leaveless than a quorum, if any action taken is approved by a majority of thestockholders initially constituting the quorum.

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## 2.8           ADJOURNED MEETING; NOTICE

When a meeting isadjourned to another time and place, unless these bylaws otherwise require,notice need not be given of the adjourned meeting if the time and place thereofare announced at the meeting at which the adjournment is taken.  At the adjourned meeting the corporation maytransact any business that might have been transacted at the originalmeeting.  If the adjournment is for morethan thirty (30) days, or if after the adjournment a new record date is fixedfor the adjourned meeting, a notice of the adjourned meeting shall be given toeach stockholder of record entitled to vote at the meeting.

## 2.9           VOTING

The stockholdersentitled to vote at any meeting of stockholders shall be determined inaccordance with the provisions of Section 2.11 of these bylaws, subject tothe provisions of Sections 217 and 218 of the General Corporation Law ofDelaware (relating to voting rights of fiduciaries, pledgors and joint owners,and to voting trusts and other voting agreements).

Except as may beotherwise provided in the certificate of incorporation or these bylaws, eachstockholder shall be entitled to one vote for each share of capital stock heldby such stockholder.

At a stockholders’meeting at which directors are to be elected, a stockholder shall be entitledto cumulate votes (i.e., cast for any candidate a number of votes greater thanthe number of votes which such stockholder normally is entitled to cast) if thecandidates’ names have been placed in nomination prior to commencement of thevoting and the stockholder has given notice prior to commencement of the votingof the stockholders’ intention to cumulate votes.  If any stockholder has given such a notice,then every stockholder entitled to vote may cumulate votes for candidates innomination either (i) by giving one candidate a number of votes equal tothe number of directors to be elected multiplied by the number of votes towhich that stockholder’s shares are normally entitled or (ii) bydistributing the stockholder’s votes on the same principle among any or all ofthe candidates, as the stockholder thinks fit. The candidates receiving the highest number of affirmative votes, up tothe number of directors to be elected, shall be elected; votes against anycandidate and votes withheld shall have no legal effect.

Notwithstandingthe foregoing, effective upon the closing of a firm commitment underwrittenpublic offering of Common Stock of the corporation, no stockholder will bepermitted to cumulate votes at any election of directors.

## 2.10         WAIVER OF NOTICE

Whenever notice isrequired to be given under any provision of the General Corporation Law ofDelaware or of the certificate of incorporation or these bylaws, a writtenwaiver thereof, signed by the person entitled to notice, whether before orafter the time stated therein, shall be deemed equivalent to notice.  Attendance of a person at a meeting shallconstitute a waiver of notice of such meeting, except when the person attends ameeting for the express purpose of objecting, at the 

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beginning of the meeting,to the transaction of any business because the meeting is not lawfully calledor convened.  Neither the business to betransacted at, nor the purpose of, any regular or special meeting of thestockholders need be specified in any written waiver of notice unless sorequired by the certificate of incorporation or these bylaws.

## 2.11         STOCKHOLDER ACTION BY WRITTEN CONSENTWITHOUT A MEETING

Unless otherwiseprovided in the certificate of incorporation, any action required by thischapter to be taken at any annual or special meeting of stockholders of acorporation, or any action that may be taken at any annual or special meetingof such stockholders, may be taken without a meeting, without prior notice, andwithout a vote if a consent in writing, setting forth the action so taken, issigned by the holders of outstanding stock having not less than the minimumnumber of votes that would be necessary to authorize or take such action at ameeting at which all shares entitled to vote thereon were present and voted.

Prompt notice ofthe taking of the corporate action without a meeting by less than unanimouswritten consent shall be given to those stockholders who have not consented inwriting.  If the action which isconsented to is such as would have required the filing of a certificate underany section of the General Corporation Law of Delaware if such action had beenvoted on by stockholders at a meeting thereof, then the certificate filed undersuch section shall state, in lieu of any statement required by such sectionconcerning any vote of stockholders, that written notice and written consenthave been given as provided in Section 228 of the General Corporation Lawof Delaware.

Notwithstandingthe foregoing, effective upon the closing of a firm commitment underwrittenpublic offering of Common Stock of the corporation, no action that is requiredor permitted to be taken by the stockholders at any annual or special meetingof stockholders may be effected by written consent of stockholders in lieu of ameeting of stockholders.

## 2.12         RECORD DATE FOR STOCKHOLDER NOTICE; VOTING

For purposes ofdetermining the stockholders entitled to notice of any meeting or to votethereat, the board of directors may fix, in advance, a record date, whichshall not precede the date upon which the resolution fixing the record date isadopted by the board of directors and which shall not be more thansixty (60) days nor less than ten (10) days before the date of any suchmeeting, and in such event only stockholders of record on the date sofixed are entitled to notice and to vote, notwithstanding any transfer of anyshares on the books of the corporation after the record date.

If the board ofdirectors does not so fix a record date, the record date for determiningstockholders entitled to notice of or to vote at a meeting of stockholdersshall be at the close of business on the business day next preceding the day onwhich notice is given, or, if notice is waived, at the close of business on thebusiness day next preceding the day on which the meeting is held.

A determination ofstockholders of record entitled to notice of or to vote at a meeting ofstockholders shall apply to any adjournment of the meeting unless the board ofdirectors fixes a new 

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record date for theadjourned meeting, but the board of directors shall fix a new record date ifthe meeting is adjourned for more than thirty (30) days from the date set forthe original meeting.

The record datefor any other purpose shall be as provided in Section 8.1 of these bylaws.

## 2.13         PROXIES

Every personentitled to vote for directors, or on any other matter, shall have the right todo so either in person or by one or more agents authorized by a written proxysigned by the person and filed with the secretary of the corporation, but nosuch proxy shall be voted or acted upon after three (3) years from its dateunless the proxy provides for a longer period. A proxy shall be deemed signed if the stockholder’s name is placed onthe proxy (whether by manual signature, typewriting, telegraphic transmission,telefacsimile or otherwise) by the stockholder or the stockholder’sattorney-in-fact.  The revocability of aproxy that states on its face that it is irrevocable shall be governed by theprovisions of Section 212(e) of the General Corporation Law of Delaware.

## 2.14         LIST OF STOCKHOLDERS ENTITLED TO VOTE

The officer whohas charge of the stock ledger of the corporation shall prepare and make, atleast ten (10) days before every meeting of stockholders, a complete list ofthe stockholders entitled to vote at the meeting, arranged in alphabeticalorder, and showing the address of each stockholder and the number of sharesregistered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purposegermane to the meeting, during ordinary business hours, for a period of atleast ten (10) days prior to the meeting, either at a place within the citywhere the meeting is to be held, which place shall be specified in the noticeof the meeting, or, if not so specified, at the place where the meeting is tobe held.  The list shall also be producedand kept at the time and place of the meeting during the whole time thereof,and may be inspected by any stockholder who is present.

# ARTICLEIII

# DIRECTORS

## 3.1           POWERS

Subject to theprovisions of the General Corporation Law of Delaware and any limitations inthe certificate of incorporation and these bylaws relating to action requiredto be approved by the stockholders or by the outstanding shares, the businessand affairs of the corporation shall be managed and all corporate powers shallbe exercised by or under the direction of the board of directors.

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## 3.2           NUMBER OF DIRECTORS

The number of directorsshall be not less than six (6) and no more than eight (8), with the exactnumber of directors between the stated minimum and maximum to be fixed fromtime to time by resolution of a majority of the Board of Directors then inoffice.  No reduction of the authorized number of directors shall have theeffect of removing any director before that director’s term of office expires.

## 3.3           ELECTION AND TERM OF OFFICE OF DIRECTORS

Except as providedin Section 3.4 of these bylaws, directors shall be elected at each annualmeeting of stockholders to hold office until the next annual meeting. Eachdirector, including a director elected or appointed to fill a vacancy, shallhold office until the expiration of the term for which elected and until asuccessor has been elected and qualified.

Notwithstandingthe foregoing, effective upon the closing of a firm commitment underwrittenpublic offering of Common Stock of the Corporation, the board of directorsshall be divided into three classes, the members of each class to serve for aterm of three years; provided that the directors shall be elected as follows:  at the first annual meeting of thestockholders held following the closing of a firm commitment underwrittenpublic offering of Common Stock of the Corporation, the directors in the firstclass shall be elected for a term of three years, at the second annual meeting followingsuch date, the directors in the second class shall be elected for a term ofthree years, and at the third annual meeting following such date, the directorsin the third class shall be elected for a term of three years.  The board of directors by resolution shallnominate the directors to be elected for each class.  At subsequent annual meetings ofstockholders, a number of directors shall be elected equal to the number ofdirectors with terms expiring at that annual meeting.  Directors elected at each such subsequentannual meeting shall be elected for a term expiring with the annual meeting ofstockholders three years thereafter.

## 3.4           RESIGNATION AND VACANCIES

Any director mayresign effective on giving written notice to the chairman of the board, thepresident, the secretary or the board of directors, unless the notice specifiesa later time for that resignation to become effective.  If the resignation of a director is effectiveat a future time, the board of directors may elect a successor to take officewhen the resignation becomes effective.

All vacancies inthe board of directors may be filled by a majority of the remaining directors,even if less than a quorum, or by a sole remaining director; provided, thatwhenever the holders of any class or classes of stock or series thereof areentitled to elect one or more directors by the provisions of the certificate ofincorporation, vacancies and newly created directorships of such class orclasses or series may be filled by a majority of the directors elected by suchclass or classes or series thereof then in office, or by a sole remainingdirector so elected.

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## 3.5           PLACE OF MEETINGS; MEETINGS BY TELEPHONE

Regular meetings of theboard of directors may be held at any place within or outside the State of Delawarethat has been designated from time to time by resolution of the board.  In the absence of such a designation, regularmeetings shall be held at the principal executive office of the corporation.  Special meetings of the board may be held atany place within or outside the State of Delaware that has been designated inthe notice of the meeting or, if not stated in the notice or if there is nonotice, at the principal executive office of the corporation.

Any meeting,regular or special, may be held by conference telephone or similarcommunication equipment, so long as all directors participating in the meetingcan hear one another; and all such directors shall be deemed to be present inperson at the meeting.

## 3.6           REGULAR MEETINGS

Regular meetingsof the board of directors may be held without notice if the times of suchmeetings are fixed by the board of directors.

## 3.7           SPECIAL MEETINGS; NOTICE

Special meetingsof the board of directors for any purpose or purposes may be called at any timeby the chairman of the board, the president, any vice president, the secretaryor any two directors.

Notice of the timeand place of special meetings shall be delivered personally or by telephone toeach director or sent by first-class mail or telegram, charges prepaid, addressedto each director at that director’s address as it is shown on the records ofthe corporation, or by facsimile or electronic mail.  If the notice is mailed, it shall bedeposited in the United States mail at least four (4) days before the time of theholding of the meeting.  If the notice isdelivered personally or by telephone or telegram, it shall be deliveredpersonally or by telephone or to the telegraph company at least forty-eight(48) hours before the time of the holding of the meeting.  Any oral notice given personally or bytelephone may be communicated either to the director or to a person at theoffice of the director who the person giving the notice has reason to believewill promptly communicate it to the director. The notice need not specify the purpose or the place of the meeting, ifthe meeting is to be held at the principal executive office of the corporation.

## 3.8           QUORUM

A majority of theauthorized number of directors shall constitute a quorum for the transaction ofbusiness, except to adjourn as provided in Section 3.10 of thesebylaws.  Every act or decision done ormade by a majority of the directors present at a duly held meeting at which aquorum is present shall be regarded as the act of the board of directors,subject to the provisions of the certificate of incorporation and otherapplicable law.

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A meeting at whicha quorum is initially present may continue to transact business notwithstandingthe withdrawal of directors, if any action taken is approved by at least amajority of the required quorum for that meeting.

## 3.9           WAIVER OF NOTICE

Notice of ameeting need not be given to any director (i) who signs a waiver of notice or aconsent to holding the meeting or an approval of the minutes thereof, whetherbefore or after the meeting, or (ii) who attends the meeting withoutprotesting, prior thereto or at its commencement, the lack of notice to suchdirectors.  All such waivers, consents,and approvals shall be filed with the corporate records or made part of theminutes of the meeting.  A waiver ofnotice need not specify the purpose of any regular or special meeting of theboard of directors.

## 3.10         ADJOURNMENT

A majority of thedirectors present, whether or not constituting a quorum, may adjourn anymeeting to another time and place.

## 3.11         NOTICE OF ADJOURNMENT

Notice of the timeand place of holding an adjourned meeting need not be given unless the meetingis adjourned for more than twenty-four (24) hours.  If the meeting is adjourned for more thantwenty-four (24) hours, then notice of the time and place of the adjournedmeeting shall be given before the adjourned meeting takes place, in the mannerspecified in Section 3.7 of these bylaws, to the directors who were notpresent at the time of the adjournment.

## 3.12         BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Any actionrequired or permitted to be taken by the board of directors may be takenwithout a meeting, provided that all members of the board individually orcollectively consent in writing to that action. Such action by written consent shall have the same force and effect as aunanimous vote of the board of directors. Such written consent and anycounterparts thereof shall be filed with the minutes of the proceedings of theboard.

## 3.13         FEES AND COMPENSATION OF DIRECTORS

Directors andmembers of committees may receive such compensation, if any, for their servicesand such reimbursement of expenses as may be fixed or determined by resolutionof the board of directors.  ThisSection 3.13 shall not be construed to preclude any director from servingthe corporation in any other capacity as an officer, agent, employee orotherwise and receiving compensation for those services.

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# ARTICLEIV

# COMMITTEES

## 4.1           COMMITTEES OF DIRECTORS

The board of directorsmay, by resolution adopted by a majority of the authorized number of directors,designate one (1) or more committees, each consisting of two or more directors,to serve at the pleasure of the board. The board may designate one (1) or more directors as alternate membersof any committee, who may replace any absent member at any meeting of thecommittee.  The appointment of members oralternate members of a committee requires the vote of a majority of theauthorized number of directors.  Anycommittee, to the extent provided in the resolution of the board, shall haveand may exercise all the powers and authority of the board, but no suchcommittee shall have the power of authority to:

### (a)           amendthe certificate of incorporation (except that a committee may, to the extentauthorized in the resolution or resolutions providing for the issuance ofshares of stock adopted by the board of directors as provided inSection 151(a) of the General Corporation Law of Delaware, fix thedesignations and any of the preferences or rights of such shares relating todividends, redemption, dissolution, any distribution of assets of thecorporation or the conversion into, or the exchange of such shares for, sharesof any other class or classes or any other series of the same or any otherclass or classes of stock of the corporation);

### (b)           adoptan agreement of merger or consolidation under Sections 251 or 252 of theGeneral Corporation Law of Delaware;

### (c)           recommendto the stockholders the sale, lease or exchange of all or substantially all ofthe corporation’s property and assets;

### (d)           recommendto the stockholders a dissolution of the corporation or a revocation of adissolution; or

### (e)           amendthe bylaws of the corporation; and, unless the board resolution establishingthe committee, the bylaws or the certificate of incorporation expressly soprovide, no such committee shall have the power or authority to declare adividend, to authorize the issuance of stock, or to adopt a certificate ofownership and merger pursuant to Section 253 of the General CorporationLaw of Delaware.

## 4.2           MEETINGS AND ACTION OF COMMITTEES

Meetings andactions of committees shall be governed by, and held and taken in accordancewith, the provisions of Article III of these bylaws, Section 3.5 (place ofmeetings), Section 3.6 

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(regular meetings),Section 3.7 (special meetings and notice), Section 3.8 (quorum), Section 3.9(waiver of notice), Section 3.10 (adjournment), Section 3.11 (notice of adjournment),and Section 3.12 (action without meeting), with such changes in the context ofthose bylaws as are necessary to substitute the committee and its members forthe board of directors and its members; provided, however, that the time ofregular meetings of committees may be determined either by resolution of theboard of directors or by resolution of the committee, that special meetings ofcommittees may also be called by resolution of the board of directors, and thatnotice of special meetings of committees shall also be given to all alternatemembers, who shall have the right to attend all meetings of the committee.  The board of directors may adopt rules forthe government of any committee not inconsistent with the provisions of thesebylaws.

4.3           COMMITTEE MINUTES.

Each committeeshall keep regular minutes of its meetings and report the same to the board ofdirectors when required.

# ARTICLEV

# OFFICERS

## 5.1           OFFICERS

The officers ofthe corporation shall be a president, a secretary and a chief financialofficer.  The corporation may also have,at the discretion of the board of directors, a chairman of the board, one ormore vice presidents, one or more assistant secretaries, one or more assistanttreasurers, and such other officers as may be appointed in accordance with theprovisions of Section 5.3 of these bylaws. Any number of offices may be held by the same person.

## 5.2           ELECTION OF OFFICERS

The officers ofthe corporation, except such officers as may be appointed in accordance withthe provisions of Section 5.3 or Section 5.5 of these bylaws, shall bechosen by the board, subject to the rights, if any, of an officer under anycontract of employment.

## 5.3           SUBORDINATE OFFICERS

The board of directorsmay appoint, or may empower the president to appoint, such other officers asthe business of the corporation may require, each of whom shall hold office forsuch period, have such authority, and perform such duties as are provided inthese bylaws or as the board of directors may from time to time determine.

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## 5.4           REMOVAL AND RESIGNATION OF OFFICERS

Subject to therights, if any, of an officer under any contract of employment, any officer maybe removed, either with or without cause, by the board of directors at anyregular or special meeting of the board or, except in case of an officer chosenby the board of directors, by any officer upon whom such power of removal maybe conferred by the board of directors.

Any officer mayresign at any time by giving written notice to the corporation.  Any resignation shall take effect at the dateof the receipt of that notice or at any later time specified in that notice;and, unless otherwise specified in that notice, the acceptance of theresignation shall not be necessary to make it effective.  Any resignation is without prejudice to therights, if any, of the corporation under any contract to which the officer is aparty.

## 5.5           VACANCIES IN OFFICES

A vacancy in anyoffice because of death, resignation, removal, disqualification or any othercause shall be filled in the manner prescribed in these bylaws for regularappointments to that office.

## 5.6           CHAIRMAN OF THE BOARD

The chairman ofthe board, if elected, shall, if present, preside at meetings of the board ofdirectors and exercise and perform such other powers and duties as may fromtime to time be assigned to the chairman of the board by the board of directorsor as may be prescribed by these bylaws. The chairman of the board may be either an officer of the corporation oran independent director of the corporation. The chairman of the board, if an officer of the corporation, shall alsobe the chief executive officer of the corporation in the absence of thepresident and shall have the powers and duties prescribed in Section 5.7 ofthese bylaws.

## 5.7           PRESIDENT

Subject to suchsupervisory powers, if any, as may be given by the board of directors to thechairman of the board, if there be such an officer, the president shall be thechief executive officer of the corporation and shall, subject to the control ofthe board of directors, have general supervision, direction, and control of thebusiness and the officers of the corporation. The president shall preside at all meetings of the stockholders and, inthe absence or nonexistence of a chairman of the board, at all meetings of theboard of directors.  The president shallhave the general powers and duties of management usually vested in the officeof president of a corporation, and shall have such other powers and duties asmay be prescribed by the board of directors or these bylaws.

## 5.8           VICE PRESIDENTS

In the absence ordisability of the president, the vice presidents, if any, in order of theirrank as fixed by the board of directors or, if not ranked, a vice presidentdesignated by the board of directors, shall perform all the duties of thepresident and when so acting shall have all the powers 

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of, and be subject to allthe restrictions upon, the president. The vice presidents shall have such other powers and perform such otherduties as from time to time may be prescribed for them respectively by theboard of directors, these bylaws, the president or the chairman of the board.

## 5.9           SECRETARY

The secretaryshall keep or cause to be kept, at the principal executive office of thecorporation or such other place as the board of directors may direct, a book ofminutes of all meetings and actions of directors, committees of directors andstockholders.  The minutes shall show thetime and place of each meeting, whether regular or special (and, if special,how authorized and the notice given), the names of those present at directors’meetings or committee meetings, the number of shares present or represented atstockholders’ meetings, and the proceedings thereof.

The secretaryshall keep, or cause to be kept, at the principal executive office of thecorporation or at the office of the corporation’s transfer agent or registrar,as determined by resolution of the board of directors, a share register, or aduplicate share register, showing the names of all stockholders and theiraddresses, the number and classes of shares held by each, the number and dateof certificates evidencing such shares, and the number and date of cancellationof every certificate surrendered for cancellation.

The secretaryshall give, or cause to be given, notice of all meetings of the stockholdersand of the board of directors required to be given by law or by thesebylaws.  The secretary shall keep theseal of the corporation, if one be adopted, in safe custody and shall have suchother powers and perform such other duties as may be prescribed by the board ofdirectors or by these bylaws.

## 5.10         CHIEF FINANCIAL OFFICER

The chieffinancial officer shall keep and maintain, or cause to be kept and maintained,adequate and correct books and records of accounts of the properties andbusiness transactions of the corporation, including accounts of its assets,liabilities, receipts, disbursements, gains, losses, capital, retainedearnings, and shares.  The books ofaccount shall at all reasonable times be open to inspection by any director.

The chieffinancial officer shall deposit all money and other valuables in the name andto the credit of the corporation with such depositaries as may be designated bythe board of directors. The chief financial officer shall disburse the funds ofthe corporation as may be ordered by the board of directors, shall render tothe president and directors, whenever they request it, an account of all ofsuch person’s transactions as chief financial officer and of the financialcondition of the corporation, and shall have such other powers and perform suchother duties as may be prescribed by the board of directors or these bylaws.

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# ARTICLEVI

# INDEMNIFICATION OFDIRECTORS, OFFICERS, EMPLOYEES,

# ANDOTHER AGENTS

## 6.1           INDEMNIFICATION OF DIRECTORS AND OFFICERS

The corporationshall, to the maximum extent and in the manner permitted by the GeneralCorporation Law of Delaware as the same now exists or may hereafter be amended,indemnify any person against expenses (including attorneys’ fees), judgments,fines, and amounts paid in settlement actually and reasonably incurred inconnection with any threatened, pending or completed action, suit, orproceeding in which such person was or is a party or is threatened to be made aparty by reason of the fact that such person is or was a director or officer ofthe corporation.  For purposes of thisSection 6.1, a “director” or “officer” of the corporation shall mean anyperson (i) who is or was a director or officer of the corporation,(ii) who is or was serving at the request of the corporation as a directoror officer of another corporation, partnership, joint venture, trust or otherenterprise, or (iii) who was a director or officer of a corporation whichwas a predecessor corporation of the corporation or of another enterprise atthe request of such predecessor corporation.

## 6.2           INDEMNIFICATION OF OTHERS

The corporationshall have the power, to the maximum extent and in the manner permitted by theGeneral Corporation Law of Delaware as the same now exists or may hereafter beamended, to indemnify any person (other than directors and officers) againstexpenses (including attorneys’ fees), judgments, fines, and amounts paid insettlement actually and reasonably incurred in connection with any threatened,pending or completed action, suit, or proceeding, in which such person was oris a party or is threatened to be made a party by reason of the fact that suchperson is or was an employee or agent of the corporation.  For purposes of this Section 6.2, an “employee”or “agent” of the corporation (other than a director or officer) shall mean anyperson (i) who is or was an employee or agent of the corporation,(ii) who is or was serving at the request of the corporation as anemployee or agent of another corporation, partnership, joint venture, trust orother enterprise, or (iii) who was an employee or agent of a corporationwhich was a predecessor corporation of the corporation or of another enterpriseat the request of such predecessor corporation.

## 6.3           ADVANCEMENT OF EXPENSES

Expenses incurredin defending any action or proceeding for which indemnification is requiredpursuant to Section 6.1, or for which indemnification is permitted pursuant toSection 6.2, following the authorization thereof by the Board of Directors,shall be paid by the corporation in advance of the final disposition of suchaction or proceeding upon receipt of any undertaking by or on behalf of theindemnified party to repay such amount if it shall ultimately be determinedthat the indemnified party is not entitled to be indemnified as authorized inthis Article VI.

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## 6.4           INSURANCE

The corporationmay purchase and maintain insurance on behalf of any person who is or was adirector, officer, employee or agent of the corporation, or is or was servingat the request of the corporation as a director, officer, employee or agent ofanother corporation, partnership, joint venture, trust or other enterpriseagainst any liability asserted against such person and incurred by such personin any such capacity, or arising out of such person’s status as such, whetheror not the corporation would have the power to indemnify such person againstsuch liability under the provisions of the General Corporation Law of Delaware.

## 6.5           OTHER INDEMNIFICATION

Theindemnification and advancement of expenses provided by, or granted pursuantto, other sections of this Article VI shall not be deemed exclusive of anyother rights to which those seeking indemnification or advancement of expensesmay be entitled under any law, bylaw, agreement, vote of stockholders ordisinterested directors or otherwise, both as to action in an official capacityand as to action in another capacity while holding such office.

## 6.6           REPEAL OR MODIFICATION

Any repeal ormodification of the foregoing provisions of this Article VI shall not adverselyaffect any right or protection hereunder of any person in respect of any act oromission occurring prior to the time of such repeal or modification.

# ARTICLEVII

# RECORDS AND REPORTS

## 7.1           MAINTENANCE AND INSPECTION OF RECORDS

The corporation shall,either at its principal executive office or at such place or places asdesignated by the board of directors, keep a record of its stockholders listingtheir names and addresses and the number and class of shares held by eachstockholder, a copy of these bylaws as amended to date, accounting books andother records of its business and properties.

Any stockholder ofrecord, in person or by attorney or other agent, shall, upon written demandunder oath stating the purpose thereof, have the right during the usual hoursfor business to inspect for any proper purpose the corporation’s stock ledger,a list of its stockholders, and its other books and records and to make copiesor extracts therefrom.  A proper purposeshall mean a purpose reasonably related to such person’s interest as astockholder.  In every instance where anattorney or other agent is the person who seeks the right to inspection, thedemand under oath shall be accompanied by a power of attorney or such otherwriting that authorizes the attorney or other agent to so act on behalf of thestockholder. The demand under oath shall be directed to the corporation at itsregistered office in Delaware or at its principal place of business.

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## 7.2           INSPECTIONBY DIRECTORS

Any director shall havethe right to examine (and to make copies of) the corporation’s stock ledger, alist of its stockholders and its other books and records for a purposereasonably related to his or her position as a director.

## 7.3           ANNUAL STATEMENT TO STOCKHOLDERS

The board ofdirectors shall present at each annual meeting, and at any special meeting ofthe stockholders when called for by vote of the stockholders, a full and clearstatement of the business and condition of the corporation.

## 7.4           REPRESENTATION OF SHARES OF OTHERCORPORATIONS

The chairman ofthe board, if any, the president, any vice president, the chief financialofficer, the secretary or any assistant secretary of this corporation, or anyother person authorized by the board of directors or the president or a vicepresident, is authorized to vote, represent and exercise on behalf of thiscorporation all rights incident to any and all shares of the stock of any othercorporation or corporations standing in the name of this corporation.  The authority herein granted may be exercisedeither by such person directly or by any other person authorized to do so byproxy or power of attorney duly executed by such person having the authority.

## 7.5           CERTIFICATION AND INSPECTION OF BYLAWS

The original or acopy of these bylaws, as amended or otherwise altered to date, certified by thesecretary, shall be kept at the corporation’s principal executive office andshall be open to inspection by the stockholders of the corporation, at allreasonable times during office hours.

# ARTICLEVIII

# GENERAL MATTERS

## 8.1           RECORD DATE FOR PURPOSES OTHER THANNOTICE AND VOTING

For purposes ofdetermining the stockholders entitled to receive payment of any dividend orother distribution or allotment of any rights or the stockholders entitled toexercise any rights in respect of any other lawful action, the board ofdirectors may fix, in advance, a record date, which shall not be more thansixty (60) days before any such action. In that case, only stockholders of record at the close of business onthe date so fixed are entitled to receive the dividend, distribution orallotment of rights, or to exercise such rights, as the case may be,notwithstanding any transfer of any shares on the books of the corporationafter the record date so fixed, except as otherwise provided in the GeneralCorporation Law of Delaware.

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If the board ofdirectors does not so fix a record date, then the record date for determiningstockholders for any such purpose shall be at the close of business on the dayon which the board adopts the applicable resolution.

## 8.2           CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS

From time to time,the board of directors shall determine by resolution which person or personsmay sign or endorse all checks, drafts, other orders for payment of money,notes or other evidences of indebtedness that are issued in the name of orpayable to the corporation, and only the persons so authorized shall sign orendorse those instruments.

## 8.3           CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED

The board ofdirectors, except as otherwise provided in these bylaws, may authorize anyofficer or officers, or agent or agents, to enter into any contract or executeany instrument in the name of and on behalf of the corporation; such authoritymay be general or confined to specific instances.  Unless so authorized or ratified by the boardof directors or within the agency power of an officer, no officer, agent oremployee shall have any power or authority to bind the corporation by any contractor engagement or to pledge its credit or to render it liable for any purpose orfor any amount.

## 8.4           STOCK CERTIFICATES; TRANSFER; PARTLY PAIDSHARES

The shares of thecorporation shall be represented by certificates, provided that the board ofdirectors of the corporation may provide by resolution or resolutions that someor all of any or all classes or series of its stock shall be uncertificatedshares.  Any such resolution shall notapply to shares represented by a certificate until such certificate issurrendered to the corporation.  Notwithstandingthe adoption of such a resolution by the board of directors, every holder ofstock represented by certificates and, upon request, every holder ofuncertificated shares, shall be entitled to have a certificate signed by, or inthe name of the corporation by, the chairman or vice-chairman of the board ofdirectors, or the president or vice-president, and by the treasurer or anassistant treasurer, or the secretary or an assistant secretary of suchcorporation representing the number of shares registered in certificateform.  Any or all of the signatures onthe certificate may be a facsimile.  Incase any officer, transfer agent or registrar who has signed or whose facsimilesignature has been placed upon a certificate has ceased to be such officer,transfer agent or registrar before such certificate is issued, it may be issuedby the corporation with the same effect as if he or she were such officer,transfer agent or registrar at the date of issue.

Upon surrender tothe secretary or transfer agent of the corporation of a certificate for sharesduly endorsed or accompanied by proper evidence of succession, assignment orauthority to transfer, it shall be the duty of the corporation to issue a newcertificate to the person entitled thereto, cancel the old certificate andrecord the transaction upon its books.

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The corporationmay issue the whole or any part of its shares as partly paid and subject tocall for the remainder of the consideration to be paid therefor.  Upon the face or back of each stockcertificate issued to represent any such partly paid shares, or upon the booksand records of the corporation in the case of uncertificated partly paidshares, the total amount of the consideration to be paid therefor and theamount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, thecorporation shall declare a dividend upon partly paid shares of the same class,but only upon the basis of the percentage of the consideration actually paidthereon.

## 8.5           SPECIAL DESIGNATION ON CERTIFICATES

If the corporationis authorized to issue more than one class of stock or more than one series ofany class, then the powers, the designations, the preferences and the relative,participating, optional or other special rights of each class of stock orseries thereof and the qualifications, limitations or restrictions of suchpreferences and/or rights shall be set forth in full or summarized on the faceor back of the certificate that the corporation shall issue to represent suchclass or series of stock; provided, however, that, except as otherwise providedin Section 202 of the General Corporation Law of Delaware, in lieu of theforegoing requirements there may be set forth on the face or back of thecertificate that the corporation shall issue to represent such class or seriesof stock a statement that the corporation will furnish without charge to eachstockholder who so requests the powers, the designations, the preferences andthe relative, participating, optional or other special rights of each class ofstock or series thereof and the qualifications, limitations or restrictions ofsuch preferences and/or rights.

## 8.6           LOST CERTIFICATES

Except as providedin this Section 8.6, no new certificates for shares shall be issued to replace apreviously issued certificate unless the latter is surrendered to thecorporation and cancelled at the same time. The board of directors may, in case any share certificate or certificatefor any other security is lost, stolen or destroyed, authorize the issuance ofreplacement certificates on such terms and conditions as the board may require;the board may require indemnification of the corporation secured by a bond orother adequate security sufficient to protect the corporation against any claimthat may be made against it, including any expense or liability, on account ofthe alleged loss, theft or destruction of the certificate or the issuance ofthe replacement certificate.

## 8.7           CONSTRUCTION; DEFINITIONS

Unless the contextrequires otherwise, the general provisions, rules of construction, anddefinitions in the General Corporation Law of Delaware shall govern theconstruction of these bylaws.  Withoutlimiting the generality of this provision, the singular number includes theplural, the plural number includes the singular, and the term “person” includesboth a corporation and a natural person.

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# ARTICLEIX

# AMENDMENTS

## 9.1           AMENDMENTS BY STOCKHOLDERS AND DIRECTORS

The original orother bylaws of the corporation may be adopted, amended or repealed by the stockholdersentitled to vote or by the board of directors of the corporation.  The fact that such power has been soconferred upon the directors shall not divest the stockholders of the power,nor limit their power to adopt, amend or repeal bylaws.

Whenever anamendment or new bylaw is adopted, it shall be copied in the book of bylawswith the original bylaws, in the appropriate place.  If any bylaw is repealed, the fact of repealwith the date of the meeting at which the repeal was enacted or the filing ofthe operative written consent(s) shall be stated in said book.

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