Exhibit 3.2  SECOND
AMENDED AND RESTATED BYLAWS  OF  COMBIMATRIX
CORPORATION  ARTICLE
1  OFFICES  Section 1.1Registered
Office.  The registered office of
the corporation in the State of Delaware shall be in the City of Wilmington,
County of New Castle.  Section 1.2Other
Offices.  The corporation may also
have and maintain an office or principal place of business, or offices at such
other places, both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation
may require.  ARTICLE
2  STOCKHOLDERS
MEETINGS  Section
2.1Place
of Meetings.  (a)Meetings of stockholders may be held at such place,
either within or without this State, as may be designated by or in the manner
provided in these bylaws or, if not so designated, as determined by the Board
of Directors. The Board of Directors may, in its sole discretion, determine
that the meeting shall not be held at any place, but may instead be held solely
by means of remote communication as authorized by paragraph (b) of this Section 2.1.  (b)If authorized by the Board of Directors in its sole
discretion, and subject to such guidelines and procedures as the Board of
Directors may adopt, stockholders and proxyholders not physically present at a
meeting of stockholders may, by means of remote communication:  (1)Participate in a meeting of stockholders; and  (2)Be deemed present in person and vote at a meeting of
stockholders whether such meeting is to be held at a designated place or solely
by means of remote communication, provided that (A) the corporation shall
implement reasonable measures to verify that each person deemed present and
permitted to vote at the meeting by means of remote communication is a
stockholder or proxyholder, (B) the corporation shall implement reasonable
measures to provide such stockholders and proxyholders a reasonable opportunity
to participate in the meeting and to vote on matters submitted to the
stockholders, including an opportunity to read or hear the proceedings of the
meeting substantially concurrently with such proceedings, and (C) if any
stockholder or proxyholder votes or takes other action at the meeting by


means of remote
communication, a record of such vote or other action shall be maintained by the
corporation.  (c)For purposes of this Section 2.1, remote
communication shall include (1) telephone or other voice communications
and (2) electronic mail or other form of written or visual electronic
communications, provided that the requirements of the Delaware General
Corporation Law are satisfied.  Section
2.2Annual
Meetings.  The annual meetings of
the stockholders of the corporation, for the purpose of election of directors
and for such other business as may lawfully come before it, shall be held on
such date and at such time as may be designated from time to time by the Board
of Directors, or, if not so designated, then at 10:00 a. m. on May 31 in
each year if a business day and not a legal holiday, and, if a legal holiday,
at the same hour and place on the next succeeding business day not a holiday.  Section 2.3Special
Meetings.  Special Meetings of the
stockholders of the corporation may be called, for any purpose or purposes, by
the Chairman of the Board, the President or the Board of Directors at any time.  Section 2.4Notice
of Meetings.  (a)Except as otherwise provided by law or the Certificate
of Incorporation, written notice of each meeting of stockholders, specifying
the place, if any, date and hour and purpose or purposes of the meeting, and
the means of remote communication, if any, by which stockholders and
proxyholders may be deemed to be present in person and vote at such meeting,
shall be given not less than 10 nor more than 60 days before the date of the
meeting to each stockholder entitled to vote thereat, directed to his address
as it appears upon the books of the corporation; except that where the matter
to be acted on is a merger or consolidation of the Corporation or a sale, lease
or exchange of all or substantially all of its assets, such notice shall be
given not less than 20 nor more than 60 days prior to such meeting.  (b)If at any meeting action is proposed to be taken
which, if taken, would entitle shareholders fulfilling the requirements of
section 262(d) of the Delaware General Corporation Law to an
appraisal of the fair value of their shares, the notice of such meeting shall
contain a statement of that purpose and to that effect and shall be accompanied
by a copy of that statutory section.  (c)When a meeting is adjourned to another time or place,
notice need not be given of the adjourned meeting if the time, place, if any,
thereof, and the means of remote communication, if any, by which stockholders
and proxyholders may be deemed to be present in person and vote at such
adjourned meeting, are announced at the meeting at which the adjournment is
taken unless the adjournment is for more than thirty days, or unless after the
adjournment a new record date is fixed for the adjourned meeting, in which
event a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.  (d)Notice of the time, place and purpose of any meeting
of stockholders may be waived in writing, either before or after such meeting,
and, to the extent permitted by law, will be waived by any stockholder by his
attendance thereat, in person or by proxy. Any stockholder so waiving notice of
such meeting shall be bound by the proceedings of any such meeting in all
respects as if due notice thereof had been given.  (e)Without limiting the manner by which notice otherwise
may be given effectively to stockholders, any notice to stockholders given by
the corporation under any provision of Delaware General


Corporation Law, the
certificate of incorporation, or these bylaws shall be effective if given by a
form of electronic transmission. Notice given pursuant to this subparagraph (e) shall
be deemed given: (1) if by facsimile telecommunication, when directed to a
number at which the stockholder has consented to receive notice; (2) if by
electronic mail, when directed to an electronic mail address at which the
stockholder has consented to receive notice; (3) if by a posting on an
electronic network together with separate notice to the stockholder of such
specific posting, upon the later of (A) such posting and (B) the
giving of such separate notice; and (4) if by any other form of electronic
transmission, when directed to the stockholder. An affidavit of the secretary
or an assistant secretary or of the transfer agent or other agent of the
corporation that the notice has been given by a form of electronic transmission
shall, in the absence of fraud, be prima facie evidence of the facts stated
therein. For purposes of these bylaws, electronic transmission means any form
of communication, not directly involving the physical transmission of paper,
that creates a record that may be retained, retrieved and reviewed by a
recipient thereof, and that may be directly reproduced in paper form by such a
recipient through an automated process.  Section 2.5Quorum
and Voting.  (a)At all meetings of stockholders except where otherwise
provided by law, the Certificate of Incorporation or these Bylaws, the
presence, in person or by proxy duly authorized, of the holders of a majority
of the outstanding shares of stock entitled to vote shall constitute a quorum
for the transaction of business. Shares, the voting of which at said meeting
have been enjoined, or which for any reason cannot be lawfully voted at such
meeting, shall not be counted to determine a quorum at said meeting. In the
absence of a quorum, any meeting of stockholders may be adjourned, from time to
time, by vote of the holders of a majority of the shares represented thereat,
but no other business shall be transacted at such meeting. At such adjourned
meeting at which a quorum is present or represented, any business may be
transacted which might have been transacted at the original meeting. The
stockholders present at a duly called or convened meeting at which a quorum is present
may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.  (b)Assuming that a quorum has been established, and
unless otherwise provided by law or the Certificate of Incorporation: (1) action
on a matter other than the election of directors will be approved if the number
of votes cast in favor of the matter exceeds the number of votes cast against
the matter; and (2) in connection with the election of directors,
directors shall be elected by a plurality of the votes of the shares present in
person or represented by proxy at the meeting and entitled to vote on the
election of directors. Where a separate vote by a class or series or classes or
series is required, a majority of the outstanding shares of such class or
series or classes or series, present in person or represented by proxy, shall
constitute a quorum entitled to take action with respect to that vote on that
matter and, in all matters other than the election of directors, the
affirmative vote of the majority of shares of such class or series or classes
or series present in person or represented by proxy at the meeting shall be the
act of such class or series or classes or series.  Section
2.6Voting
Rights.  (a)Except as otherwise provided by law, only persons in
whose names shares entitled to vote stand on the stock records of the
corporation on the record date for determining the stockholders entitled to
vote at said meeting shall be entitled to vote at such meeting. Shares standing
in the names of two or more persons shall be voted or represented in accordance
with the determination of the majority of such persons, or, if only one of such
persons is present in person or represented by proxy, such person shall have the
right to vote such shares and such shares shall be deemed to be represented for
the purpose of determining a quorum.  (b)Every person entitled to vote or to execute consents
shall have the right to do so either in person or by an agent or agents authorized
by a written proxy executed by such person or his duly authorized agent, which
proxy shall be filed with the Secretary of the corporation at or before the
meeting


at which it is to be
used. Said proxy so appointed need not be a stockholder. No proxy shall be
voted on after three (3) years from its date unless the proxy provides for
a longer period. Unless and until voted, every proxy shall be revocable at the
pleasure of the person who executed it or of his legal representatives or
assigns, except in those cases where an irrevocable proxy permitted by statute
has been given.  (c)Without limiting the manner in which a stockholder may
authorize another person or persons to act for him as proxy pursuant to
subsection (b) of this section, the following shall constitute a valid
means by which a stockholder may grant such authority:  (1)A stockholder may execute a writing authorizing
another person or persons to act for him as proxy. Execution may be
accomplished by the stockholder or his authorized officer, director, employee
or agent signing such writing or causing his or her signature to be affixed to
such writing by any reasonable means including, but not limited to, by
facsimile signature.  (2)A stockholder may authorize another person or persons
to act for him as proxy by transmitting or authorizing the transmission of a
telephone, telegram, cablegram, email or other means of electronic transmission
to the person who will be the holder of the proxy or to a proxy solicitation
firm, proxy support service organization or like agent duly authorized by the
person who will be the holder of the proxy to receive such transmission,
provided that any such telephone, telegram, cablegram, email or other means of
electronic transmission must either set forth or be submitted with information
from which it can be determined that the telephone, telegram, cablegram or
other electronic transmission was authorized by the stockholder. Such
authorization can be established by the signature of the stockholder on the
proxy, either in writing or by a signature stamp or facsimile signature, or by
a number or symbol from which the identity of the stockholder can be
determined, or by any other procedure deemed appropriate by the inspectors or
other persons making the determination as to due authorization.  (3)If it is determined that such telegrams, cablegrams,
emails or other electronic transmissions are valid, the inspectors or, if there
are no inspectors, such other persons making that determination shall specify
the information upon which they relied.  (d)Any copy, facsimile telecommunication or other
reliable reproduction of the writing or transmission created pursuant to
subsection (c) of this section may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the
original writing or transmission could be used, provided that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.  Section 2.7Voting
Procedures and Inspectors of Elections.  (a)The corporation shall, in advance of any meeting of
stockholders, appoint one or more inspectors to act at the meeting and make a
written report thereof. The corporation may designate one or more persons as
alternate inspectors to replace any inspector who fails to act. If no inspector
or alternate is able to act at a meeting of stockholders, the person presiding
at the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of his duties, shall take and
sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his ability.  (b)The inspectors shall (i) ascertain the number of
shares outstanding and the voting power of each, (ii) determine the shares
represented at a meeting and the validity of proxies and ballots, (iii) count
all votes and ballots, (iv) determine and retain for a reasonable period a
record of the disposition of any challenges made to any determination by the
inspectors, and (v) certify their determination of the number of shares
represented at the meeting and their count of all votes and ballots. The
inspectors may appoint or retain other persons or entities to assist the inspectors
in the performance of the duties of the inspectors.


(c)The date and time of the opening and the closing of
the polls for each matter upon which the stockholders will vote at a meeting
shall be announced at the meeting by the person presiding over the meeting. The
board of directors may adopt by resolution such rules and regulations for
the conduct of the meeting of stockholders as it shall deem appropriate. Except
to the extent inconsistent with such rules and regulations as adopted by
the board of directors, the person presiding over any meeting of stockholders
shall have the right and authority to convene and to adjourn the meeting, to
prescribe such rules, regulations and procedures and to do all such acts as, in
the judgment of such presiding person, are appropriate for the proper conduct
of the meeting. Such rules, regulations or procedures, whether adopted by the
board of directors or prescribed by the presiding person of the meeting, may
include, without limitation, the following: (i) the establishment of an
agenda or order of business for the meeting; (ii) rules and
procedures for maintaining order at the meeting and the safety of those
present; (iii) limitations on attendance at or participation in the
meeting to stockholders of record of the corporation, their duly authorized and
constituted proxies or such other persons as the presiding person of the
meeting shall determine; (iv) restrictions on entry to the meeting after
the time fixed for the commencement thereof; and (v) limitations on the
time allotted to questions or comments by participants. The presiding person at
any meeting of stockholders, in addition to making any other determinations
that may be appropriate to the conduct of the meeting, shall, if the facts
warrant, determine and declare to the meeting that a matter or business was not
properly brought before the meeting and if such presiding person should so
determine, such presiding person shall so declare to the meeting and any such
matter or business not properly brought before the meeting shall not be
transacted or considered. Unless and to the extent determined by the board of
directors or the person presiding over the meeting, meetings of stockholders
shall not be required to be held in accordance with the rules of parliamentary
procedure.  (d)In determining the validity and counting of proxies
and ballots, the inspectors shall be limited to an examination of the proxies,
any envelopes submitted with those proxies, any information provided in
accordance with Sections 211(e) or 212(c)(2) of the Delaware General
Corporation Law, or any information provided pursuant to Section 211(a)(2)(B)(i) or
(iii) thereof, ballots and the regular books and records of the
corporation, except that the inspectors may consider other reliable information
for the limited purpose of reconciling proxies and ballots submitted by or on
behalf of banks, brokers, their nominees or similar persons which represent
more votes than the holder of a proxy is authorized by the record owner to cast
or more votes than the stockholder holds of record. If the inspectors consider
other reliable information for the limited purpose permitted herein, the
inspectors at the time they make their certification pursuant to subsection (b)(v) of
this section shall specify the precise information considered by them including
the person or persons from whom they obtained the information, when the
information was obtained, the means by which the information was obtained and
the basis for the inspectors belief that such information is accurate and
reliable.  Section 2.8List of
Stockholders.  The officer who has
charge of the stock ledger of the corporation shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at said meeting, arranged in alphabetical order,
showing the address of and the number of shares registered in the name of each
stockholder. The corporation need not include electronic mail addresses or
other electronic contact information on such list. Such list shall be open to
the examination of any stockholder for any purpose germane to the meeting for a
period of at least 10 days prior to the meeting: (i) on a reasonably
accessible electronic network, provided that the information required to gain
access to such list is provided with the notice of the meeting, or (ii) during
ordinary business hours at the principal place of business of the corporation.
In the event that the corporation determines to make the list available on an
electronic network, the corporation may take reasonable steps to ensure that
such information is available only to stockholders of the corporation. If the
meeting is to be held at a place, then the list shall be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. If the meeting is to be held
solely by means of remote communication, then the list shall also be open to
the examination of any stockholder during the whole time of the meeting ona


reasonably accessible
electronic network, and the information required to access such list shall be
provided with the notice of the meeting.  Section 2.9Stockholder
Proposals at Annual Meetings.  At an annual meeting of
the stockholders, only such business shall be conducted as shall have been
properly brought before the meeting. To be properly brought before an annual
meeting, business must be specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, otherwise
properly brought before the meeting by or at the direction of the Board of
Directors, or otherwise properly brought before the meeting by a stockholder.
In addition to any other applicable requirements for business to be properly
brought before an annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Secretary of the corporation. To
be timely a stockholders notice must be delivered to or mailed and received at
the principal executive offices of the corporation not less than 120 days nor
more than 180 days prior to the date on which the corporation first mailed its
proxy materials for the previous years annual meeting of stockholders (or the
date on which the corporation mails its proxy materials for the current year if
during the prior year the corporation did not hold an annual meeting or if the
date of the annual meeting was changed more than 30 days from the prior year).
A stockholders notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii) the
name and record address of the stockholder proposing such business, (iii) the
class and number of shares of the corporation which are beneficially owned by
the stockholder, and (iv) any material interest of the stockholder in such
business.  Notwithstanding anything
in the Bylaws to the contrary, no business shall be conducted at the annual
meeting except in accordance with the procedures set forth in Section 2.1
and this Section 2.9, provided, however, that nothing in this Section 2.9
shall be deemed to preclude discussion by any stockholder of any business
properly brought before the annual meeting in accordance with said procedure.  The Chairman of an annual
meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting in accordance with the
provisions of Section 2.1 and this Section 2.9, and if he should so
determine he shall so declare to the meeting, and any such business not
properly brought before the meeting shall not be transacted.  Nothing in this Section 2.9
shall affect the right of a stockholder to request inclusion of a proposal in
the corporations proxy statement to the extent that such right is provided by
an applicable rule of the Securities and Exchange Commission.  Section 2.10Nominations of Persons for
Election to the Board of Directors.  In addition to any other
applicable requirements, only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors. Nominations
of persons for election to the Board of Directors of the corporation may be
made at a meeting of stockholders by or at the direction of the Board of
Directors, by any nominating committee or person appointed by the Board of
Directors or by any stockholder of the corporation entitled to vote for the
election of directors at the meeting who complies with the notice procedures
set forth in this Section 2.10. Such nominations, other than those made by
or at the direction of the Board of Directors, shall be made pursuant to timely
notice in writing to the Secretary of the corporation. To be timely, a
stockholders notice must be delivered to or mailed and received at the
principal executive offices of the corporation, not less than 80 days nor more
than 120 days prior to the date on which the corporation first mailed its proxy
materials for the previous years annual meeting of shareholders (or the date
on which the corporation mails its proxy materials for the current year if
during the prior year the corporation did not hold an annual meeting or if the
date of the annual meeting was changed more than 30 days from the prior year).
Such stockholders notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or re-election as a director, (i) the
name,


age, business address and
residence address of the person, (ii) the principal occupation or
employment of the person, (iii) the class and number of shares of the
corporation which are beneficially owned by the person, and (iv) any other
information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Rule 14a
under the Securities Exchange Act of 1934; and (b) as to the stockholder
giving the notice, (i) the name and record address of the stockholder, and
(ii) the class and number of shares of the corporation which are
beneficially owned by the stockholder. The corporation may require any proposed
nominee to furnish such other information as may reasonably be required by the
corporation to determine the eligibility of such proposed nominee to serve as a
director of the corporation. No person shall be eligible for election as a
director of the corporation unless nominated in accordance with the procedures
set forth herein. These provisions shall not apply to nomination of any persons
entitled to be separately elected by holders of preferred stock.  The Chairman of the
meeting shall, if the facts warrant, determine and declare to the meeting that
a nomination was not made in accordance with the foregoing procedure, and if he
should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.  Section
2.11Action
Without Meeting.  Any action that is
required or permitted to be taken by the stockholders of the Corporation at any
annual or special meeting of the stockholders may be effected by written
consent of the stockholders in lieu of a meeting of stockholders.  ARTICLE
3  DIRECTORS **** Section 3.1Number
and Term of Office.  The number of directors
of the corporation shall not be less than five (5) nor more than nine (9) until
changed by amendment of the Certificate of Incorporation or by a Bylaw amending
this Section 3.1 duly adopted in accordance with ARTICLE 11 hereof. The
exact number of directors shall be fixed from time to time, within the limits
specified in the Certificate of Incorporation or in this Section 3.1, by
the Board of Directors or by a bylaw or amendment thereof duly adopted in
accordance with ARTICLE 11 hereof. Subject to the foregoing provisions for
changing the number of directors, the number of directors of the corporation
has been fixed at seven (7).  Section 3.2Powers.  The powers of the
corporation shall be exercised, its business conducted and its property controlled
by or under the direction of the Board of Directors.  Section 3.3Vacancies.  Vacancies and newly
created directorships resulting from any increase in the authorized number of
directors may be filled by a majority of the directors then in office, although
less than a quorum, or by a sole remaining director, and each director so
elected shall hold office for the unexpired portion of the term of the director
whose place shall be vacant and until his successor shall have been duly
elected and qualified. A vacancy in the Board of Directors shall be deemed to
exist under this section in the case of the death, removal or resignation of
any director, or if the stockholders fail at any meeting of stockholders at
which directors are to be elected (including any meeting referred to in Section 3.4
below) to elect the number of directors then constituting the whole Board.


Section 3.4Resignations
and Removals.  (a)Any director may resign at any time by delivering his
resignation to the Secretary in writing or by electronic transmission, such
resignation to specify whether it will be effective at a particular time, upon
receipt by the Secretary or at the pleasure of the Board of Directors. If no
such specification is made it shall be deemed effective at the pleasure of the
Board of Directors. When one or more directors shall resign from the Board
effective at a future date, a majority of the directors then in office,
including those who have so resigned, shall have power to fill such vacancy or
vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold
office for the unexpired portion of the term of the director whose place shall
be vacated and until his successor shall have been duly elected and qualified.  (b)At a special meeting of stockholders called for the
purpose in the manner hereinabove provided, the Board of Directors or any
individual director may be removed from office, with or without cause, and a
new director or directors elected by a vote of stockholders holding a majority
of the outstanding shares entitled to vote at an election of directors.  Section 3.5Meetings.  (a)The annual meeting of the Board of Directors shall be
held immediately after the annual stockholders meeting and at the place where
such meeting is held or at the place announced by the Chairman at such meeting.
No notice of an annual meeting of the Board of Directors shall be necessary,
and such meeting shall be held for the purpose of electing officers and
transacting such other business as may lawfully come before it.  (b)Except as hereinafter otherwise provided, regular
meetings of the Board of Directors shall be held in the office of the
corporation required to be maintained pursuant to Section 1.2 of ARTICLE 1
hereof. Regular meetings of the Board of Directors may also be held at any
place, within or without the State of Delaware, which has been designated by
resolutions of the Board of Directors or the written consent of all directors.  (c)Special meetings of the Board of Directors may be held
at any time and place within or without the State of Delaware whenever called
by the Chairman of the Board or, if there is no Chairman of the Board, by the
President, or by any of the directors.  (d)Written notice of the time and place of all regular
and special meetings of the Board of Directors shall be delivered personally to
each director or sent by telegram or facsimile transmission or other form of
electronic transmission at least 24 hours before the start of the meeting,
or sent by first class mail at least 120 hours before the start of the
meeting. Notice of any meeting may be waived in writing at any time before or
after the meeting and will be waived by any director by attendance thereat.  Section 3.6Quorum
and Voting.  (a)A quorum of the Board of Directors shall consist of a
majority of the exact number of directors fixed from time to time in accordance
with Section 3.1 of ARTICLE 3 of these Bylaws, but not less than one;
provided, however, at any meeting whether a quorum be present or otherwise, a
majority of the directors present may adjourn from time to time until the time
fixed for the next regular meeting of the Board of Directors, without notice
other than by announcement at the meeting.  (b)At each meeting of the Board at which a quorum is
present, all questions and business shall be determined by a vote of a majority
of the directors present, unless a different vote be required by law, the
Certificate of Incorporation, or these Bylaws.


(c)Any member of the Board of Directors, or of any
committee thereof, may participate in a meeting by means of conference
telephone or other communication equipment by means of which all persons
participating in the meeting can hear each other, and participation in a
meeting by such means shall constitute presence in person at such meeting.  (d)The transactions of any meeting of the Board of
Directors, or any committee thereof, however called or noticed, or wherever
held, shall be as valid as though had at a meeting duly held after regular call
and notice if a quorum be present and if, either before or after the meeting,
each of the directors not present shall sign a written waiver of notice, or a
consent to holding such meeting, or an approval of the minutes thereof. All
such waivers, consents or approvals shall be filed with the corporate records
or made a part of the minutes of the meeting.  Section 3.7Action
Without Meeting.  Unless otherwise
restricted by the Certificate of Incorporation or these Bylaws, any action
required or permitted to be taken at any meeting of the Board of Directors or
of any committee thereof may be taken without a meeting, if all members of the
Board or of such committee, as the case may be, consent thereto in writing or by
electronic transmission, and such writing or writings or electronic
transmission or transmissions are filed with the minutes of proceedings of the
Board or committee. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form.  Section 3.8Fees
and Compensation.  Directors and members of
committees may receive such compensation, if any, for their services, and such
reimbursement for expenses, as may be fixed or determined by resolution of the
Board of Directors.  Section 3.9Committees.  (a)Executive Committee:The Board of
Directors may appoint an Executive Committee of not less than one member, each
of whom shall be a director. The Executive Committee, to the extent permitted
by law, shall have and may exercise when the Board of Directors is not in
session all powers of the Board in the management of the business and affairs
of the corporation, except such committee shall not have the power or authority
to amend these Bylaws or to approve or recommend to the stockholders any action
which must be submitted to stockholders for approval under the General
Corporation Law.  (b)Other Committees:The Board of
Directors may, from time to time appoint such other committees as may be
permitted by law. Such other committees appointed by the Board of Directors
shall have such powers and perform such duties as may be prescribed by the
resolution or resolutions creating such committee, but in no event shall any
such committee have the powers denied to the Executive Committee in these
Bylaws.  (c)Term:The members of
all committees of the Board of Directors shall serve a term coexistent with
that of the Board of Directors which shall have appointed such committee. The
Board, subject to the provisions of subsections (a) or (b) of this Section 3.8,
may at any time increase or decrease the number of members of a committee or
terminate the existence of a committee; provided that no committee shall
consist of less than one member. The membership of a committee member shall
terminate on the date of his death or voluntary resignation, but the Board may
at any time for any reason remove any individual committee member and the Board
may fill any committee vacancy created by death, resignation, removal or
increase in the number of members of the committee. The Board of Directors may
designate


one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee, and, in addition, in the absence or
disqualification of any member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any such absent or
disqualified member.  (d)Meetings:Unless the
Board of Directors shall otherwise provide, regular meetings of the Executive
Committee or any other committee appointed pursuant to this Section 3.8
shall be held at such times and places as are determined by the Board of
Directors, or by any such committee, and when notice thereof has been given to
each member of such committee, no further notice of such regular meetings need
be given thereafter; special meetings of any such committee may be held at the
principal office of the corporation required to be maintained pursuant to Section 1.2
of ARTICLE 1 hereof; or at any place which has been designated from time to
time by resolution of such committee or by written consent of all members
thereof, and may be called by any director who is a member of such committee
upon written notice to the members of such committee of the time and place of
such special meeting given in the manner provided for the giving of written
notice to members of the Board of Directors of the time and place of special meetings
of the Board of Directors. Notice of any special meeting of any committee may
be waived in writing at any time after the meeting and will be waived by any
director by attendance thereat. A majority of the authorized number of members
of any such committee shall constitute a quorum for the transaction of
business, and the act of a majority of those present at any meeting at which a
quorum is present shall be the act of such committee.  ARTICLE
4  OFFICERS  Section 4.1Officers
Designated.  The officers of the
corporation shall be a Chief Executive Officer, who shall be the President of
the corporation, a Chief Financial Officer, who shall be the Treasurer of the
corporation, a Secretary and a Chief Operating Officer. The Board of Directors
or the Chief Executive Officer may also appoint a Chairman of the Board, one or
more Vice-Presidents, assistant secretaries, assistant treasurers, and such
other officers and agents with such powers and duties as it or he shall deem
necessary. The order of the seniority of the Vice- Presidents shall be in the
order of their nomination unless otherwise determined by the Board of
Directors. The Board of Directors may assign such additional titles to one or
more of the officers as they shall deem appropriate. Any one person may hold
any number of offices of the corporation at any one time unless specifically
prohibited therefrom by law. The salaries and other compensation of the
officers of the corporation shall be fixed by or in the manner designated by
the Board of Directors.  Section
4.2Tenure
and Duties of Officers.  (a)General:All officers
shall hold office at the pleasure of the Board of Directors and until their
successors shall have been duly elected and qualified, unless sooner removed.
Any officer elected or appointed by the Board of Directors may be removed at
any time by the Board of Directors. If the office of any officer becomes vacant
for any reason, the vacancy may be filled by the Board of Directors. Nothing in
these Bylaws shall be construed as creating any kind of contractual right to
employment with the corporation.  (b)Duties of the Chairman of the
Board of Directors:The Chairman of the Board of Directors (if there be
such an officer appointed) when present shall preside at all meetings of the
stockholders and the Board of Directors. The Chairman of the Board of Directors
shall perform such other duties and have such other powers as the Board of
Directors shall designate from time to time.


(c)Duties of Chief Executive Officer
(President):The Chief Executive Officer shall be the President
of the corporation and shall preside at all meetings of the stockholders and at
all meetings of the Board of Directors, unless the Chairman of the Board of
Directors has been appointed and is present. The Chief Executive Officer shall
perform such other duties and have such other powers as the Board of Directors
shall designate from time to time.  (d)Duties of Chief Financial Officer
(Treasurer):The Chief Financial Officer shall be the Treasurer
of the corporation. The Chief Financial Officer shall keep or cause to be kept
the books of account of the corporation in a thorough and proper manner, and
shall render statements of the financial affairs of the corporation in such
form and as often as required by the Board of Directors or the Chief Executive
Officer. The Chief Financial Officer, subject to the order of the Board of
Directors, shall have the custody of all funds and securities of the
corporation. The Chief Financial Officer shall perform all other duties commonly
incident to his office and shall perform such other duties and have such other
powers as the Board of Directors or the Chief Executive Officer shall designate
from time to time. The Chief Executive Officer may direct any assistant
treasurer to assume and perform such duties in the absence or disability of the
Chief Financial Officer, and each assistant treasurer shall perform such other
duties and have such other powers as the Board of Directors or the Chief
Executive Officer shall designate from time to time.  (e)Duties of Secretary:The Secretary
shall attend all meetings of the stockholders and of the Board of Directors and
any committee thereof, and shall record all acts and proceedings thereof in the
minute book of the corporation, which may be maintained in either paper or
electronic form. The Secretary shall give notice, in conformity with these
Bylaws, of all meetings of the stockholders and of all meetings of the Board of
Directors and any Committee thereof requiring notice. The Secretary shall
perform such other duties and have such other powers as the Board of Directors
shall designate from time to time. The Chief Executive Officer may direct any
assistant secretary to assume and perform the duties of the Secretary in the
absence or disability of the Secretary, and each assistant secretary shall
perform such other duties and have such other powers as the Board of Directors
or the Chief Executive Officer shall designate from time to time.  (f)Duties of Chief Operating
Officer.The Chief Operating Officer shall perform all
duties commonly incident to his office and shall perform such other duties and
have such other powers as the Board of Directors or the Chief Executive Officer
shall designate from time to time.  ARTICLE
5  EXECUTION
OF CORPORATE INSTRUMENTS, AND VOTING
OF SECURITIES OWNED BY THE CORPORATION  Section 5.1Execution
of Corporate Instruments.  (a)The Board of Directors may in its discretion determine
the method and designate the signatory officer or officers, or other person or
persons, to execute any corporate instrument or document, or to sign the
corporate name without limitation, except where otherwise provided by law, and
such execution or signature shall be binding upon the corporation.  (b)Unless otherwise specifically determined by the Board
of Directors or otherwise required by law, formal contracts of the corporation,
promissory notes, deeds of trust, mortgages and other evidences of indebtedness
of the corporation, and other corporate instruments or documents requiring the
corporate seal, and certificates of shares of stock owned by the corporation,
shall be executed, signed or endorsed by the Chairman of the Board (if there be
such an officer appointed) or by the President; such documents may also be
executed by any Vice-President and by the Secretary or Treasurer or any
assistant secretary or assistant treasurer. All other instruments and documents
requiring the corporate signature but


not requiring the
corporate seal may be executed as aforesaid or in such other manner as may be
directed by the Board of Directors.  (c)All checks and drafts drawn on banks or other
depositaries on funds to the credit of the corporation or in special accounts
of the corporation shall be signed by such person or persons as the Board of
Directors shall authorize so to do.  (d)Execution of any corporate instrument may be effected
in such form, either manual, facsimile or electronic signature, as may be
authorized by the Board of Directors.  Section 5.2Voting
of Securities Owned by Corporation.  All stock and other
securities of other corporations owned or held by the corporation for itself or
for other parties in any capacity shall be voted, and all proxies with respect
thereto shall be executed, by the person authorized so to do by resolution of
the Board of Directors or, in the absence of such authorization, by the
Chairman of the Board (if there be such an officer appointed), or by the
President, or by any Vice-President.  ARTICLE
6  SHARES
OF STOCK  Section 6.1Form
and Execution of Certificates.  The shares of the
corporation shall be represented by certificates, or uncertificated and
registered in book-entry form. Any such resolution shall not apply to shares
represented by a certificate until such certificate is surrendered to the
corporation. Certificates for the shares of stock of the corporation shall be
in such form as is consistent with the Certificate of Incorporation and
applicable law. Every holder of stock in the corporation shall be entitled to
have a certificate signed by, or in the name of the corporation by, the
Chairman of the Board (if there be such an officer appointed), or by the
President or any Vice-President and by the Treasurer or assistant treasurer or
the Secretary or assistant secretary, certifying the number of shares owned by
him in the corporation. Any or all of the signatures on the certificate may be
a facsimile. In case any officer, transfer agent, or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, it may be issued with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue. If the corporation shall be
authorized to issue more than one class of stock or more than one series of any
class, the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights shall be set forth in full or summarized on the face or back of the
certificate which the corporation shall issue to represent such class or series
of stock, provided that, except as otherwise provided in section 202 of the
Delaware General Corporation Law, in lieu of the foregoing requirements, there
may be set forth on the face or back of the certificate which the corporation
shall issue to represent such class or series of stock, a statement that the
corporation will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights.  Section 6.2Lost
Certificates.  The Board of Directors
may direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation alleged to
have been lost or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate of stock to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its


discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to indemnify the
corporation in such manner as it shall require and/or to give the corporation a
surety bond in such form and amount as it may direct as indemnity against any
claim that may be made against the corporation with respect to the certificate
alleged to have been lost or destroyed.  Section 6.3Transfers.  Transfers of record of
shares of stock of the corporation shall be made only upon its books by the
holders thereof, in person or by attorney duly authorized, and upon the
surrender of a certificate or certificates for a like number of shares,
properly endorsed.  Section 6.4Fixing
Record Dates.  (a)In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than 60 nor less than 10 days before the date of such meeting. If
no record date is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the day next preceding the day on which
notice is given, or, if notice is waived, at the close of business on the day
next preceding the date on which the meeting is held. A determination of
stockholders of record entitled notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned
meeting.  (b)In order that the corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or for the purpose
of any other lawful action, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than 60 days
prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.  Section 6.5Registered
Stockholders.  The corporation shall be
entitled to recognize the exclusive right of a person registered on its books
as the owner of shares to receive dividends and to vote as such owner, and
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of Delaware.  ARTICLE
7  OTHER
SECURITIES OF THE CORPORATION  All bonds, debentures and
other corporate securities of the corporation, other than stock certificates,
may be signed by the Chairman of the Board (if there be such an officer
appointed), or the President or any Vice-President or such other person as may
be authorized by the Board of Directors and the corporate seal impressed
thereon or a facsimile of such seal imprinted thereon and attested by the
signature of the Secretary or an assistant secretary, or the Treasurer or an
assistant treasurer; provided, however, that where any such bond, debenture or
other corporate security shall be authenticated by the


manual signature of a
trustee under an indenture pursuant to which such bond, debenture or other
corporate security shall be issued, the signature of the persons signing and
attesting the corporate seal on such bond, debenture or other corporate
security may be the imprinted facsimile of the signatures of such persons.
Interest coupons appertaining to any such bond, debenture or other corporate
security, authenticated by a trustee as aforesaid, shall be signed by the
Treasurer or an assistant treasurer of the corporation, or such other person as
may be authorized by the Board of Directors, or bear imprinted thereon the
facsimile signature of such person. In case any officer who shall have signed
or attested any bond, debenture or other corporate security, or whose facsimile
signature shall appear thereon has ceased to be an officer of the corporation
before the bond, debenture or other corporate security so signed or attested
shall have been delivered, such bond, debenture or other corporate security
nevertheless may be adopted by the corporation and issued and delivered as
though the person who signed the same or whose facsimile signature shall have
been used thereon had not ceased to be such officer of the corporation.  ARTICLE
8  CORPORATE
SEAL  The corporate seal shall
consist of a die bearing the name of the corporation and the state and date of
its incorporation. Said seal may be used by causing it or a facsimile thereof
to be impressed or affixed or reproduced or otherwise.  ARTICLE
9  INDEMNIFICATION
OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS  Section 9.1Right
to Indemnification.  Each person who was or is
a party or is threatened to be made a party to or is involved (as a party,
witness, or otherwise), in any threatened, pending, or completed action, suit,
or proceeding, whether civil, criminal, administrative, or investigative
(hereinafter a Proceeding), by reason of the fact that he, or a person of
whom he is the legal representative, is or was a director, officer, employee,
or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another corporation
or of a partnership, joint venture, trust, or other enterprise, including
service with respect to employee benefit plans, whether the basis of the
Proceeding is alleged action in an official capacity as a director, officer,
employee, or agent or in any other capacity while serving as a director,
officer, employee, or agent (hereafter an Agent), shall be indemnified and
held harmless by the corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be amended
or interpreted (but, in the case of any such amendment or interpretation, only
to the extent that such amendment or interpretation permits the corporation to
provide broader indemnification rights than were permitted prior thereto)
against all expenses, liability, and loss (including attorneys fees,
judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be
paid in settlement, and any interest, assessments, or other charges imposed
thereon, and any federal, state, local, or foreign taxes imposed on any Agent
as a result of the actual or deemed receipt of any payments under this Article)
reasonably incurred or suffered by such person in connection with
investigating, defending, being a witness in, or participating in (including on
appeal), or preparing for any of the foregoing in, any Proceeding (hereinafter Expenses);
*provided,
however*, that except as to actions to enforce indemnification
rights pursuant to Section 9.3 of this Article, the corporation shall
indemnify any Agent seeking indemnification in connection with a Proceeding (or
part thereof) initiated by such person only if the Proceeding (or part thereof)
was authorized by the Board of Directors of the corporation. The right to
indemnification conferred in this Article shall be a contract right.


Section 9.2Authority
to Advance Expenses.  Expenses incurred by an
officer or director (acting in his capacity as such) in defending a Proceeding
shall be paid by the corporation in advance of the final disposition of such
Proceeding, provided, however, that if required by the Delaware General
Corporation Law, as amended, such Expenses shall be advanced only upon delivery
to the corporation of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the corporation as authorized in this Article or
otherwise. Expenses incurred by other Agents of the corporation (or by the
directors or officers not acting in their capacity as such, including service
with respect to employee benefit plans) may be advanced upon such terms and
conditions as the Board of Directors deems appropriate. Any obligation to
reimburse the corporation for Expense advances shall be unsecured and no
interest shall be charged thereon.  Section 9.3Right
of Claimant to Bring Suit.  If a claim under Section 9.1
or Section 9.2 of this Article is not paid in full by the corporation
within 60 days after a written claim has been received by the corporation,
the claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense (including attorneys
fees) of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending a Proceeding in advance of its final disposition where the required
undertaking has been tendered to the corporation) that the claimant has not met
the standards of conduct that make it permissible under the Delaware General
Corporation Law for the corporation to indemnify the claimant for the amount
claimed. The burden of proving such a defense shall be on the corporation.
Neither the failure of the corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant
is proper under the circumstances because he has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the claimant had not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that claimant has not met the applicable standard of conduct.  Section 9.4Provisions
Nonexclusive.  The rights conferred on
any person by this Article shall not be exclusive of any other rights that
such person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, agreement, vote of stockholders or disinterested
directors, or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office. To the extent that any
provision of the Certificate, agreement, or vote of the stockholders or
disinterested directors is inconsistent with these bylaws, the provision,
agreement, or vote shall take precedence.  Section 9.5Authority
to Insure.  The corporation may
purchase and maintain insurance to protect itself and any Agent against any
Expense, whether or not the corporation would have the power to indemnify the
Agent against such Expense under applicable law or the provisions of this
Article.  Section 9.6Survival
of Rights.  The rights provided by
this Article shall continue as to a person who has ceased to be an Agent
and shall inure to the benefit of the heirs, executors, and administrators of
such a person.


Section 9.7Settlement
of Claims.  The corporation shall not
be liable to indemnify any Agent under this Article (a) for any
amounts paid in settlement of any action or claim effected without the
corporations written consent, which consent shall not be unreasonably
withheld; or (b) for any judicial award if the corporation was not given a
reasonable and timely opportunity, at its expense, to participate in the
defense of such action.  Section 9.8Effect
of Amendment.  Any amendment, repeal, or
modification of this Article shall not adversely affect any right or
protection of any Agent existing at the time of such amendment, repeal, or
modification.  Section 9.9Subrogation.  In the event of payment
under this Article, the corporation shall be subrogated to the extent of such
payment to all of the rights of recovery of the Agent, who shall execute all
papers required and shall do everything that may be necessary to secure such
rights, including the execution of such documents necessary to enable the
corporation effectively to bring suit to enforce such rights.  Section 9.10No Duplication of Payments.  The corporation shall not
be liable under this Article to make any payment in connection with any
claim made against the Agent to the extent the Agent has otherwise actually
received payment (under any insurance policy, agreement, vote, or otherwise) of
the amounts otherwise indemnifiable hereunder.  ARTICLE
10  NOTICES  Whenever, under any
provisions of these Bylaws, notice is required to be given to any stockholder,
the same shall be given either (1) in writing, timely and duly deposited
in the United States Mail, postage prepaid, and addressed to his last
known post office address as shown by the stock record of the corporation or
its transfer agent, or (2) by a means of electronic transmission that
satisfies the requirements of Section 2.4(e) of these Bylaws. Any
notice required to be given to any director may be given by either of the
methods hereinabove stated, except that such notice other than one which is
delivered personally, shall be sent to such address or (in the case of
electronic communication) such e-mail address, facsimile telephone number or
other form of electronic address as such director shall have filed in writing
or by electronic communication with the Secretary of the corporation, or, in
the absence of such filing, to the last known post office address of such
director. If no address of a stockholder or director be known, such notice may
be sent to the office of the corporation required to be maintained pursuant to Section 1.2
of ARTICLE 1 hereof. An affidavit of mailing, executed by a duly authorized and
competent employee of the corporation or its transfer agent appointed with
respect to the class of stock affected, specifying the name and address or the
names and addresses of the stockholder or stockholders, director or directors,
to whom any such notice or notices was or were given, and the time and method
of giving the same, shall be conclusive evidence of the statements therein
contained. All notices given by mail, as above provided, shall be deemed to
have been given as at the time of mailing and all notices given by means of
electronic transmission shall be deemed to have been given as at the sending
time recorded by the electronic transmission equipment operator transmitting
the same. It shall not be necessary that the same method of giving notice be
employed in respect of all directors, but one permissible method may be
employed in respect of any one or more, and any other permissible method or
methods may be employed in respect of any other or others. The period or
limitation of time within which any stockholder may exercise any option or
right, or enjoy any privilege or benefit, or be required to act, or within
which any director may exercise any power or right, or enjoy any privilege,
pursuant to any notice sent him in the manner above provided,


shall not be affected or
extended in any manner by the failure of such a stockholder or such director to
receive such notice. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation, or of these
Bylaws, a waiver thereof in writing signed by the person or persons entitled to
said notice, or a waiver by electronic transmission by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. Whenever notice is required to be given, under any
provision of law or of the Certificate of Incorporation or Bylaws of the
corporation, to any person with whom communication is unlawful, the giving of
such notice to such person shall not be required and there shall be no duty to
apply to any governmental authority or agency for a license or permit to give
such notice to such person. Any action or meeting which shall be taken or held
without notice to any such person with whom communication is unlawful shall
have the same force and effect as if such notice had been duly given. In the
event that the action taken by the corporation is such as to require the filing
of a certificate under any provision of the Delaware General Corporation Law,
the certificate shall state, if such is the fact and if notice is required,
that notice was given to all persons entitled to receive notice except such
persons with whom communication is unlawful.  ARTICLE
11  AMENDMENTS  These Bylaws may be
repealed, altered or amended or new Bylaws adopted at any meeting of the
stockholders, either annual or special, by the affirmative vote of 66 2/3% of
the stock entitled to vote at such meeting, unless a larger vote is required by
these Bylaws or the Certificate of Incorporation. The Board of Directors shall
also have the authority to repeal, alter or amend these Bylaws or adopt new Bylaws
(including, without limitation, the amendment of any Bylaws setting forth the
number of directors who shall constitute the whole Board of Directors) by
written consent or at any annual, regular, or special meeting by the
affirmative vote of a majority of the whole number of directors, subject to the
power of the stockholders to change or repeal such Bylaws and provided that the
Board of Directors shall not make or alter any Bylaws fixing the
qualifications, classifications, or term of office of directors.  CERTIFICATE
OF SECRETARY  The undersigned Secretary of
Combimatrix Corporation, a Delaware corporation, hereby certifies that the
foregoing is a full, true and correct copy of the Second Amended and Restated
Bylaws of said corporation, with all amendments to date of this Certificate.  WITNESS the signature of
the undersigned this 16th day of March, 2010.   Scott R. Burell, Secretary