BY-LAWS
  OF
  ECLIPS
MEDIA TECHNOLOGIES, INC.
  (A
Delaware corporation)
  (Effective
February 16, 2010)
  _________________________________________________________
  ARTICLE
I
 STOCKHOLDERS
  1.
                CERTIFICATES
      REPRESENTING
STOCK.
  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 or Vice-Chairman
of the Board of Directors, if any, or by the President or a Vice-President and
by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of the corporation representing the number of shares owned by him in
the corporation.  If such certificate is countersigned by a transfer
agent other than the corporation or its employee or by a registrar other than
the corporation or its employee, any other signature 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 by the corporation with the same effect
as if he were such officer, transfer agent, or registrar at the date of
issue.
  Whenever
the corporation shall be authorized to issue more than one class of stock or
more than one series of any class of stock, and whenever the corporation shall
issue any shares of its stock as partly paid stock, the certificates
representing shares of any such class or series or of any such partly paid stock
shall set forth thereon the statements prescribed by the General Corporation
Law.  Any restrictions on the transfer or registration of transfer of
any shares of stock of any class or series shall be noted conspicuously on the
certificate representing such shares.
  
 The
corporation may issue a new certificate of stock in place of any certificate
theretofore issued by it, alleged to have been lost, stolen, or destroyed, and
the Board of Directors may require the owner of any lost, stolen, or destroyed
certificate, or his legal representative, to give the corporation a bond
sufficient to indemnify the corporation against any claim that may be made
against it on account of the alleged loss, theft, or destruction of any such
certificate or the issuance of any such new certificate.
  Notwithstanding
anything herein contained to the contrary, the corporation may issue shares of
its stock in uncertificated or book-entry form.  In such event, the
corporation’s transfer agent and registrar shall keep appropriate records
indicating (a) the person to whom such uncertificated shares of stock were
issued, (b) the number, class and designation of series, if any, of shares of
stock held by such person and (c) other information deemed relevant to the
corporation.
  2.
              FRACTIONAL SHARE
      INTERESTS.
  The
corporation may, but shall not be required to, issue fractions of a
share.
  3.
              STOCK
      TRANSFERS.
  Upon
compliance with provisions restricting the transfer or registration of transfer
of shares of stock, if any, transfers or registration of transfer of shares of
stock of the corporation shall be made only on the stock ledger of the
corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the corporation or with a transfer agent or a registrar, if any, and on
surrender of the certificate or certificates for such shares of stock properly
endorsed and the payment of all taxes due thereon.
  2
  4.
              RECORD DATE FOR
      STOCKHOLDERS.
  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 sixty nor less than ten
days before the date of such meeting.  If no record date has been
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
day on which the meeting is held.  A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting; providing, however, that the board of
directors may fix a new record date for the adjourned meeting.
  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 sixty days prior to such
action.  If no record date has been 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.
  3
  5.
              MEANING OF CERTAIN
      TERMS.
  As used
herein in respect of the right to notice of a meeting of stockholders or a
waiver thereof or to participate or vote thereat or to consent or dissent in
writing in lieu of a meeting, as the case may be, the term "share" or "shares"
or "share of stock" or "shares of stock" or "stockholder" or "stockholders"
refers to an outstanding share or shares of stock and to a holder or holders of
record of outstanding shares of stock when the corporation is authorized to
issue only one class of shares of stock, and said reference is also intended to
include any outstanding share or shares of stock and any holder or holders of
record of outstanding shares of stock of any class upon which or upon whom the
Certificate of Incorporation confers such rights where there are two or more
classes or series of shares of stock or upon which or upon whom the General
Corporation Law confers such rights notwithstanding that the Certificate of
Incorporation may provide for more than one class or series of shares of stock,
one or more of which are limited or denied such rights thereunder; provided,
however, that no such right shall vest in the event of an increase or a decrease
in the authorized number of shares of stock of any class or series which is
otherwise denied voting rights under the provisions of the Certificate of
Incorporation, including any Preferred Stock which is denied voting rights under
the provisions of the resolution or resolutions adopted by the Board of
Directors with respect to the issuance thereof.
  6.
              STOCKHOLDER
      MEETINGS.
  4
  TIME.  The
annual meeting shall be held on the date and at the time fixed, from time to
time, by the directors.  A special meeting shall be held on the date
and at the time fixed by the directors.
  PLACE.  Annual
meetings and special meetings shall be held at such place, within or without the
State of Delaware, as the directors may, from time to time,
fix.  Whenever the directors shall fail to fix such place, the meeting
shall be held at the registered office of the corporation in the State of
Delaware.
  CALL.  Annual
meetings and special meetings may be called by the directors or by any officer
instructed by the directors to call the meeting.
  NOTICE OR
WAIVER OF NOTICE.  Written notice of all meetings shall be given,
stating the place, date, and hour of the meeting.  The notice of an
annual meeting shall state that the meeting is called for the election of
directors and for the transaction of other business which may properly come
before the meeting, and shall (if any other action which could be taken at a
special meeting is to be taken at such annual meeting), state such other action
or actions as are known at the time of such notice.  The notice of a
special meeting shall in all instances state the purpose or purposes for which
the meeting is called. If any action is proposed to be taken which would, if
taken, entitle stockholders to receive payment for their shares of stock, the
notice shall include a statement of that purpose and to that
effect.  Except as otherwise provided by the General Corporation Law,
a copy of the notice of any meeting shall be given, personally or by mail, not
less than ten days nor more than sixty days before the date of the meeting,
unless the lapse of the prescribed period of time shall have been waived, and
directed to each stockholder at his address as it appears on the records of the
corporation.  Notice by mail shall be deemed to be given when
deposited, with postage thereon prepaid, in the United States
mail.  If a meeting is adjourned to another time, not more than thirty
days hence, and/or to another place, and if an announcement of the adjourned
time and place is made at the meeting, it shall not be necessary to give notice
of the adjourned meeting unless the directors, after adjournment, fix a new
record date for the adjourned meeting.  Notice need not be given to
any stockholder who submits a written waiver of notice by him before or after
the time stated therein.  Attendance of a person at a meeting of
stockholders shall constitute a waiver of notice of such meeting, except when
the stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.  Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice.
  5
 STOCKHOLDER
LIST.  There shall be prepared and made, at least ten days before
every meeting of stockholders, a complete list of the stockholders, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting either at a place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or if not so specified,
at the place where the meeting is to be held.  The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.  The
stock ledger shall be the only evidence as to who are the stockholders entitled
to examine the stock ledger, the list required by this section or the books of
the corporation, or to vote at any meeting of stockholders.
  6
 CONDUCT
OF MEETING.  Meetings of the stockholders shall be presided over by
one of the following officers in the order of seniority and if present and
acting:  the Chairman of the Board, if any, the Vice-Chairman of the
Board, if any, the President, a Vice President, a chairman for the meeting
chosen by the Board of Directors, or, if none of the foregoing is in office and
present and acting, by a chairman to be chosen by the
stockholders.  The Secretary of the corporation, or, in his absence,
an Assistant Secretary, shall act as secretary of every meeting, but if neither
the Secretary nor an Assistant Secretary is present the Chairman for the meeting
shall appoint a secretary of the meeting.
  PROXY
REPRESENTATION.  Every stockholder may authorize another person or
persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent without a
meeting.  Every proxy must be signed by the stockholder or by his
attorney-in-fact.  No proxy shall be voted or acted upon after three
years from its date unless such proxy provides for a longer period.  A
duly executed proxy shall be irrevocable if it states that it is irrevocable
and, if, and only as long as, it is coupled with an interest sufficient in law
to support an irrevocable power.  A proxy may be made irrevocable
regardless of whether the interest with which it is coupled is an interest in
the stock itself or an interest in the corporation generally.
  INSPECTORS
AND JUDGES.  The directors, in advance of any meeting, may, but need
not, appoint one or more inspectors of election or judges of the vote, as the
case may be, to act at the meeting or any adjournment thereof.  If an
inspector or inspectors or judge or judges are not appointed, the person
presiding at the meeting may, but need not, appoint one or more inspectors or
judges.  In case any person who may be appointed as an inspector or
judge fails to appear or act, the vacancy may be filled by appointment made by
the person presiding thereat. Each inspector or judge, if any, before entering
upon the discharge of his duties, shall take and sign an oath faithfully to
execute the duties of inspector or judge at such meeting with strict
impartiality and according to the best of his ability. The inspectors or judges,
if any, shall determine the number of shares of stock outstanding and the voting
power of each, the shares of stock represented at the meeting, the existence of
a quorum, the validity and effect of proxies, and shall receive votes, ballots
or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all stockholders.  On request of the
person presiding at the meeting, the inspector or inspectors or judge or judges,
if any, shall make a report in writing of any challenge, question or matter
determined by him or them and execute a certificate of any fact found by him or
them.
  7
 QUORUM.  Except
as the General Corporation Law or these Bylaws may otherwise provide, the
holders of a majority of the outstanding shares of stock entitled to vote shall
constitute a quorum at a meeting of stockholders for the transaction of any
business.  The stockholders present may adjourn the meeting despite
the absence of a quorum.  When a quorum is once present to organize a
meeting, it is not broken by the subsequent withdrawal of any
stockholders.
  8
 VOTING.  Each
stockholder entitled to vote in accordance with the terms of the Certificate of
Incorporation and of these Bylaws, or, with respect to the issuance of Preferred
Stock, in accordance with the terms of a resolution or resolutions of the Board
of Directors, shall be entitled to one vote, in person or by proxy, for each
share of stock entitled to vote held by such stockholder.  In the
election of directors, a plurality of the votes present at the meeting shall
elect.  Any other action shall be authorized by a majority of the
votes cast except where the Certificate of Incorporation or the General
Corporation Law prescribes a different percentage of votes and/or a different
exercise of voting power.  Voting by ballot shall not be required for
corporate action except as otherwise provided by the General Corporation
Law.
  7.
              STOCKHOLDER ACTION
      WITHOUT MEETINGS.
  Any
action required to be taken, or any action which may be taken, at any annual or
special meeting of stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed by the holders of the outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted.  Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing and shall be
delivered to the corporation by delivery to its registered office in Delaware,
its principal place of business, or an officer or agent of the corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded.  Delivery made to a corporation's registered office shall be
by hand or by certified or registered mail, return receipt
requested.
  9
 8.
              NOTICE OF STOCKHOLDER
      BUSINESS.
  At an
annual or special meeting of the stockholders or upon written consent of the
stockholders without a meeting, only such business shall be conducted as shall
have been brought before the meeting (a) pursuant to the corporation’s notice of
meeting, (b) by or at the direction of the Board of Directors or (c) by any
stockholder of the corporation who is a stockholder of record at the time of
giving of the notice provided for in this Bylaw, who shall be entitled to vote
at such meeting and who complies with the notice procedures set forth in this
Bylaw.
  Notwithstanding
anything in these Bylaws to the contrary, no business shall be conducted at an
annual meeting except in accordance with the procedures set forth in this
Bylaw.  The Chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting and in accordance with the procedures prescribed by these
Bylaws, 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.
  STOCKHOLDER
PROPOSALS RELATING TO NOMINATIONS FOR AND ELECTION OF
DIRECTORS.  Nominations by a stockholder of candidates for election to
the Board of Directors by stockholders at a meeting of stockholders or upon
written consent without a meeting may be made only if the stockholder complies
with the procedures set forth in this Bylaw, and any candidate proposed by a
stockholder not nominated in accordance with such provisions shall not be
considered or acted upon for execution at such meeting of
stockholders.
  10
 A
proposal by a stockholder for the nomination of a candidate for election by
stockholders as a director at any meeting of stockholders at which directors are
to be elected or upon written consent without a meeting may be made only by
notice in writing, delivered in person or by first class United States mail
postage prepaid or by reputable overnight delivery service, to the Board of
Directors of the corporation to the attention of the Secretary of the
corporation at the principal office of the corporation, within the time limits
specified herein.
  In the
case of an annual meeting of stockholders, any such written proposal of
nomination must be received by the Board of Directors not less than sixty days
nor more than ninety days before the first anniversary of the date on which the
corporation  held its annual meeting in the  immediately
preceding year; provided, however, that in the case of an annual meeting of
stockholders (A) that is called for a date that is not within thirty days before
or after the first anniversary date of the annual meeting of stockholders in the
immediately preceding year, or (B) in the event that the corporation did not
have an annual meeting of stockholders in the prior year any such written
proposal of nomination must be received by the Board of Directors not less than
five days after the earlier of the date the corporation shall have (w) mailed
notice to its stockholders that an annual meeting of stockholders will be held
or (x) issued a press release, or (y) filed a periodic report with the
Securities and Exchange Commission or (z) otherwise publicly disseminated notice
that an annual meeting of stockholders will be held.
  In the
case of a special meeting of stockholders, any such written proposal of
nomination must be received by the Board of Directors not less than five days
after the earlier of the date that the corporation shall have mailed notice to
its stockholders that a special meeting of stockholders will be held or shall
have issued a press release, filed a periodic report with the Securities and
Exchange Commission or otherwise publicly disseminated notice that a special
meeting of stockholders will be held. In addition to any other information
required, the stockholder seeking to have stockholders authorize or take
corporate action by written consent shall include the class and number of shares
of the corporation which are beneficially held by such stockholder, any voting
rights with respect to shares not beneficially owned and other ownership or
voting interest in shares of the corporation, whether economic or otherwise,
including derivatives and hedges.
  11
 In the
case of stockholder action by written consent with respect to the election by
stockholders of a candidate as director, the stockholder seeking to have the
stockholders elect such candidate by written consent shall submit a written
proposal of nomination to the Board of Directors.  Such written
proposal of nomination shall set forth: (A) the name and address of the
stockholder who intends to make the nomination, and the name and address of the
beneficial owner, if any, on whose behalf the proposal is made, (B) the name,
age, business address and, if known, residence address of each person so
proposed, (C) the principal occupation or employment of each person so proposed
for the past five years, (D) the number of shares of capital stock of the
corporation beneficially owned within the meaning of Securities and Exchange
Commission Rule 13d-1 by each person so proposed and the earliest date of
acquisition of any such capital stock and the class and number of shares of the
corporation which are beneficially held by such stockholder, any voting rights
with respect to shares not beneficially owned and other ownership or voting
interest in shares of the corporation, whether economic or otherwise, including
derivatives and hedges, (E) a description of any arrangement or understanding
between each person so proposed and the stockholder(s) making such nomination
with respect to such person's proposal for nomination and election as a director
and actions to be proposed or taken by such person if elected a director, (F)
the written consent of each person so proposed to serve as a director if
nominated and elected as a director and (G) such other information regarding
each such person as would be required under the proxy solicitation rules of the
Securities and Exchange Commission if proxies were to be solicited for the
election as a director of each person so proposed.
  12
 If a
written proposal of nomination submitted to the Board of Directors fails, in the
reasonable judgment of the Board of Directors or a nominating committee
established by it, to contain the information specified in the preceding
paragraph of this Bylaw or is otherwise deficient, the Board of Directors shall,
as promptly as is practicable under the circumstances, provide written notice to
the stockholder(s) making such nomination of such failure or deficiency in the
written proposal of nomination and such nominating stockholder shall have five
days from receipt of such notice to submit a revised written proposal of
nomination that corrects such failure or deficiency in all material
respects.
  STOCKHOLDER
PROPOSALS RELATING TO MATTERS OTHER THAN NOMINATIONS FOR AND ELECTIONS OF
DIRECTORS.  A stockholder of the corporation may bring a matter (other
than a nomination of a candidate for election as a director) before a meeting of
stockholders or for action by written consent without a meeting only if such
stockholder matter is a proper matter for stockholder action and such
stockholder shall have provided notice in writing, delivered in person or by
first class United States mail postage prepaid or by reputable overnight
delivery service, to the Board of Directors of the corporation to the attention
of the Secretary of the corporation at the principal office of the corporation,
within the time limits specified in this Bylaw; provided, however, that a
proposal submitted by a stockholder for inclusion in the corporation's proxy
statement for an annual meeting that is appropriate for inclusion therein and
otherwise complies with the provisions of Rule 14a-8 under the Securities
Exchange Act of 1934 (including timeliness) shall be deemed to have also been
submitted on a timely basis pursuant to this Bylaw.
  13
 In the
case of an annual meeting of stockholders, any such written notice of a proposal
of a stockholder matter must be received by the Board of Directors not less than
sixty days nor more than ninety days before the first anniversary of the date on
which the corporation  held its  annual meeting of
stockholders in the immediately preceding year; provided, however, that (A) in
the case of an annual meeting of stockholders that is called for a date which is
not within thirty days before or after the first anniversary date of the annual
meeting of stockholders in the immediately preceding year, or (B) in the event
that the corporation did not have an annual meeting of stockholders in the prior
year, any such written notice of a proposal of a stockholder matter must be
received by the Board of Directors not less than five days after the date the
corporation shall have (w) mailed notice to its stockholders that an annual
meeting of stockholders will be held or (x) issued a press release, or (y) filed
a periodic report with the Securities and Exchange Commission or (z) otherwise
publicly disseminated notice that an annual meeting of stockholders will be
held.
  In the
case of a special meeting of stockholders, any such written notice of a proposal
of a stockholder matter must be received by the Board of Directors not less than
five days after the earlier of the date the corporation shall have mailed notice
to its stockholders that a special meeting of stockholders will be held, issued
a press release, filed a periodic report with the Securities and Exchange
Commission or otherwise publicly disseminated notice that a special meeting of
stockholders will be held.
  14
 In the
case of stockholder action by written consent, the stockholder seeking to have
the stockholders authorize or take corporate action by written consent shall, by
written notice to the Board of Directors, set forth the written
proposal.  Such written notice of a proposal of a stockholder matter
shall set forth information regarding such stockholder matter equivalent to the
information regarding such stockholder matter that would be required under the
proxy solicitation rules of the Securities and Exchange Commission if proxies
were solicited for stockholder consideration of such stockholder matter at a
meeting of stockholders. In addition to any other information required, the
stockholder seeking to have stockholders authorize or take corporate action by
written consent shall include the class and number of shares of the corporation
which are beneficially held by such stockholder, any voting rights with respect
to shares not beneficially owned and other ownership or voting interest in
shares of the corporation, whether economic or otherwise, including derivatives
and hedges.
  If a
written notice of a proposal of a stockholder matter submitted to the Board of
Directors fails, in the reasonable judgment of the Board of Directors, to
contain the information specified in this Bylaw or is otherwise deficient, the
Board of Directors shall, as promptly as is practicable under the circumstances,
provide written notice to the stockholder who submitted the written notice of
presentation of a stockholder matter of such failure or deficiency in the
written notice of presentation of a stockholder matter and such stockholder
shall have five days from receipt of such notice to submit a revised written
notice of presentation of a matter that corrects such failure or deficiency in
all material respects.
  Only
stockholder matters submitted in accordance with the foregoing provisions of
this Bylaw shall be eligible for presentation at such meeting of stockholders or
for action by written consent without a meeting, and any stockholder matter not
submitted to the Board of Directors in accordance with such provisions shall not
be considered or acted upon at such meeting of stockholders or by written
consent without a meeting.
  15
 ARTICLE
II
 DIRECTORS
  1.
              FUNCTIONS AND
      DEFINITION.
  The
business and affairs of the corporation shall be managed by or under the
direction of the Board of Directors of the corporation.  The use of
the phrase "whole board" herein refers to the total number of directors which
the corporation would have if there were no vacancies.
  2.
              QUALIFICATIONS AND
      NUMBER.
  A
director need not be a stockholder, a citizen of the United States, or a
resident of the State of Delaware.  The number of directors
constituting the entire Board of Directors shall be the number, not less than
one nor more than fifteen, fixed from time to time by a majority of the total
number of directors which the corporation would have, prior to any increase or
decrease, if there were no vacancies, provided, however, that no decrease shall
shorten the term of an incumbent director.  The number of directors
may be increased or decreased by action of the stockholders or of the
directors.
  3.
              ELECTION AND
      TERM.
  The first
Board of Directors, unless the members thereof shall have been named in the
Certificate of Incorporation, shall be elected by the incorporator or
incorporators and shall hold office until the first annual meeting of
stockholders and until their successors have been elected and qualified or until
their earlier resignation or removal.  Any director may resign at any
time upon written notice to the corporation.  Thereafter, directors
who are elected at an annual meeting of stockholders, and directors who are
elected in the interim to fill vacancies and newly created directorships, shall
hold office until the next annual meeting of stockholders and until their
successors have been elected and qualified or until their earlier resignation or
removal.  In the interim between annual meetings of stockholders or of
special meetings of stockholders called for the election of directors and/or for
the removal of one or more directors and for the filling of any vacancies in the
Board of Directors, including vacancies resulting from the removal of directors
for cause or without cause, any vacancy in the Board of Directors may be filled
by the vote of a majority of the remaining directors then in office, although
less than a quorum, or by the sole remaining director.
  16
  4.
              MEETINGS.
  TIME.  Meetings
shall be held at such time as the Board shall fix.
  FIRST
MEETING.  The first meeting of each newly elected Board may be held
immediately after each annual meeting of the stockholders at the same place at
which the meeting is held, and no notice of such meeting shall be necessary to
call the meeting, provided a quorum shall be present.  In the event
such first meeting is not so held immediately after the annual meeting of the
stockholders, it may be held at such time and place as shall be specified in the
notice given as hereinafter provided for special meetings of the Board of
Directors, or at such time and place as shall be fixed by the consent in writing
of all of the directors.
  PLACE.  Meetings,
both regular and special, shall be held at such place within or without the
State of Delaware as shall be fixed by the Board.
  17
 CALL.  No
call shall be required for regular meetings for which the time and place have
been fixed. Special meetings may be called by or at the direction of the
Chairman of the Board, if any, the Vice-Chairman of the Board, if any, or the
President, or of a majority of the directors in office.
  NOTICE OR
ACTUAL OR CONSTRUCTIVE WAIVER.  No notice shall be required for
regular meetings for which the time and place have been
fixed.  Written, oral, or any other mode of notice of the time and
place shall be given for special meetings at least twenty-four hours prior to
the meeting.  The notice of any meeting need not specify the purpose
of the meeting.  Any requirement of furnishing a notice shall be
waived by any director who signs a written waiver of such notice before or after
the time stated therein.
  Attendance
of a director at a meeting of the Board shall constitute a waiver of notice of
such meeting, except when the director attends a meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.
  QUORUM
AND ACTION.  A majority of the whole Board shall constitute a quorum
except when a vacancy or vacancies prevents such majority, whereupon a majority
of the directors in office shall constitute a quorum, provided that such
majority shall constitute at least one-third (1/3) of the whole Board. Any
director may participate in a meeting of the Board by means of a conference
telephone or similar communications equipment by means of which all directors
participating in the meeting can hear each other, and such participation in a
meeting of the Board shall constitute presence in person at such
meeting.  A majority of the directors present, whether or not a quorum
is present, may adjourn a meeting to another time and place. Except as herein
otherwise provided, and except as otherwise provided by the General Corporation
Law, the act of the Board shall be the act by vote of a majority of the
directors present at a meeting, a quorum being present.  The quorum
and voting provisions herein stated shall not be construed as conflicting with
any provisions of the General Corporation Law and these Bylaws which govern a
meeting of directors held to fill vacancies and newly created directorships in
the Board.
  18
 CHAIRMAN
OF THE MEETING.  The Chairman of the Board, if any and if present and
acting, shall preside at all meetings.  Otherwise, the Vice-Chairman
of the Board, if any and if present and acting, or the President, if present and
acting, or any other director chosen by the Board, shall preside.
  THE
CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board of Directors, and
any Vice-Chairman of the Board, may be elected by a majority vote of the Board
of Directors and shall serve until the meeting of the Board of Directors next
following the Annual Meeting of the Stockholders at which a Chairman, and any
Vice-Chairman, shall be newly elected or re-elected from amongst the Directors
then in office.
  5.
              REMOVAL OF
      DIRECTORS.
  Any or
all of the directors may be removed for cause or without cause by the
stockholders.
  6.
              COMMITTEES.
  The Board
of Directors may, by resolution passed by a majority of the whole Board,
designate one or more committees, each committee to consist of one or more of
the directors of the corporation.  The Board 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.  Any such
committee, to the extent provided in the resolution of the Board, shall have and
may exercise the powers of the Board of Directors in the management of the
business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it.  In the
absence or disqualification of any member of any such committee or committees,
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.
  19
 7.
              ACTION IN
      WRITING.
  Any
action required or permitted to be taken at any meeting of the Board of
Directors or any committee thereof may be taken without a meeting if all members
of the Board or committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
or committee.
  8.
              NOMINATION.
  Only
persons who are nominated in accordance with the procedures set forth in these
Bylaws shall be eligible to serve as Directors.  Nominations of
persons for election to the Board of Directors of the corporation may be made at
a meeting of stockholders (a) by or at the direction of the Board of Directors
or (b) by any stockholder of the corporation who is a stockholder of record at
the time of giving of notice provided for in this Bylaw, who shall be entitled
to vote for the election of directors at the meeting and who complies with the
notice procedures set forth in this Bylaw.
  20
 Nominations
by stockholders shall be made pursuant to timely notice in writing to the
Secretary of the corporation.  To be timely, a stockholder’s notice
shall be delivered to or mailed and received at the principal executive offices
of the corporation (a) in the case of an annual meeting, not less than sixty
days nor more than ninety days prior to the first anniversary of the preceding
year’s annual meeting; provided, however, that in the event that the date of the
annual meeting is changed by more than thirty days from such anniversary date,
notice by the stockholder to be timely must be so received not later than the
close of business on the 10th day following the earlier of the day on which
notice of the date of the meeting was mailed or public disclosure was made, and
(b) in the case of a special meeting at which directors are to be elected, not
later than the close of business on the 10th day following the earlier of the
day on which notice of the date of the meeting was mailed or public disclosure
was made.  Such stockholder’s notice shall set forth (a) as to each
person whom the stockholder proposes to nominate for election or reelection as a
director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (including such person’s written consent to being named
in the proxy statement as a nominee and to serving as a director if elected);
(b) as to the stockholder giving the notice (i) the name and address, as they
appear on the corporation’s books, of such stockholder and (ii) the class and
number of shares of the corporation which are beneficially owned by such
stockholder and also which are owned of record by such stockholder; and (c) as
to the beneficial owner, if any, on whose behalf the nomination is made, (i) the
name and address of such person and (ii) the class and number of shares of the
corporation which are beneficially owned by such person.  At the
request of the Board of Directors, any person nominated by the Board of
Directors for election as a director shall furnish to the Secretary of the
corporation that information required to be set forth in a stockholder’s notice
of nomination which pertains to the nominee.
  21
 No person
shall be eligible to serve as a director of the corporation unless nominated in
accordance with the procedures set forth in this Bylaw.  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 procedures prescribed by
these Bylaws, and if he should so determine, he shall so declare to the meeting
and the defective nomination shall be disregarded.  Notwithstanding
the foregoing provisions of this Bylaw, a stockholder shall also comply with all
applicable requirements of the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder with respect to the matters set forth in
this Bylaw.
  ARTICLE
III
 OFFICERS
  1.
              EXECUTIVE
      OFFICERS.
  The
directors may elect or appoint a Chairman of the Board of Directors, a Chief
Executive Officer, a President, one or more Vice Presidents (one or more of whom
may be denominated "Executive Vice President"), a Secretary, one or more
Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and such
other officers as they may determine.  Any number of offices may be
held by the same person.
  2.
              TERM OF
      OFFICE:  REMOVAL.
  Unless
otherwise provided in the resolution of election or appointment, each officer
shall hold office until the meeting of the Board of Directors following the next
annual meeting of stockholders and until his successor has been elected and
qualified or until his earlier resignation or removal.  The Board of
Directors may remove any officer for cause or without cause.
  22
 3.
              AUTHORITY AND
      DUTIES.
  All
officers, as between themselves and the corporation, shall have such authority
and perform such duties in the management of the corporation as may be provided
in these Bylaws, or, to the extent not so provided, by the Board of
Directors.
  4.
              CHIEF EXECUTIVE
      OFFICER.
  The Chief
Executive Officer shall, subject to the discretion of the Board of Directors,
have general supervision and control of the corporation’s business such duties
as may from time to time be prescribed by the Board of Directors.
  5.
              THE
      PRESIDENT.
  The
President  shall preside at all meetings of the Stockholders and in
the absence of the Chairman of the Board of Directors, at the meeting of the
Board of Directors, shall, subject to the discretion of the Board of
Directors,  have general supervision and control of the corporation’s
business and shall see that all orders and resolutions of the Board of Directors
are carried into effect.
  6.
              VICE
      PRESIDENTS.
  Any Vice
President that may have been appointed, in the absence or disability of the
President, shall perform the duties and exercise the powers of the President, in
the order of their seniority, and shall perform such other duties as the Board
of Directors shall prescribe.
  23
 7.
              THE
      SECRETARY.
  The
Secretary shall keep in safe custody the seal of the corporation and affix it to
any instrument when authorized by the Board of Directors, and shall perform such
other duties as may be prescribed by the Board of Directors.  The
Secretary (or in his absence, an Assistant Secretary, but if neither is present
another person selected by the Chairman for the meeting) shall have the duty to
record the proceedings of the meetings of the stockholders and directors in a
book to be kept for that purpose.
  8.
              CHIEF FINANCIAL
      OFFICER AND TREASURER.
  The Chief
Financial Officer shall be the Treasurer, unless the Board of Directors shall
elect another officer to be the Treasurer.  The Treasurer shall have
the care and custody of the corporate funds, and other valuable effects,
including securities, and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.  The
Treasurer shall disburse the funds of the corporation as may be ordered by the
Board, taking proper vouchers for such disbursements, and shall render to the
President and directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his transactions as Treasurer and of the
financial condition of the corporation.  If required by the Board of
Directors, the Treasurer shall give the corporation a bond for such term, in
such sum and with such surety or sureties as shall be satisfactory to the Board
for the faithful performance of the duties of his office and for the restoration
to the corporation, in case of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation.
  24
 ARTICLE
IV
 CORPORATE
SEAL
 AND
 CORPORATE
BOOKS
  The
corporate seal shall be in such form as the Board of Directors shall
prescribe.
  The books
of the corporation may be kept within or without the State of Delaware, at such
place or places as the Board of Directors may, from time to time,
determine.
  ARTICLE
V
 FISCAL
YEAR
  The
fiscal year of the corporation shall be fixed, and shall be subject to change,
by the Board of Directors.
  ARTICLE
VI
 INDEMNITY
  Any
person who was or is a party or threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he or she 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,
partnership, joint venture, trust or other enterprise (including employee
benefit plans) (hereinafter an "indemnitee"), shall be indemnified and held
harmless by the corporation to the fullest extent authorized by the General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification than permitted prior thereto),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such indemnitee in connection
with such action, suit or proceeding, if the indemnitee acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe such conduct was
unlawful.  The termination of the proceeding, whether by judgment,
order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he or she reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had reasonable cause to believe such conduct was
unlawful.
  25
 Any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he or
she 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, partnership, joint venture, trust or
other enterprise (including employee benefit plans) shall be indemnified and
held harmless by the corporation to the fullest extent authorized by the General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification than permitted prior thereto),
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court in which such suit or action was
brought, shall determine upon application, that despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such Court
shall deem proper.
  26
 All
reasonable expenses incurred by or on behalf of the indemnitee in connection
with any suit, action or proceeding, may be advanced to the indemnitee by the
corporation.
  The
rights to indemnification and to advancement of expenses conferred in this
section shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, the certificate of incorporation, Bylaw,
agreement, vote of stockholders or disinterested directors or
otherwise.
  ARTICLE
VII
 AMENDMENTS
  The
Bylaws may be amended, added to, rescinded or repealed at any meeting of the
Board of Directors or of the stockholders, provided that notice of the proposed
change was given in the notice of the meeting.
  27