Exhibit 3.2 & 4.2

# BY-LAWS  OF OSULLIVAN
INDUSTRIES HOLDINGS, INC.

(A Delaware Corporation)
(As amended through November 30, 2005)

ARTICLE I

# Offices

SECTION
1. Registered Office. The registered office of the Corporation within the State of
Delaware shall be in the City of Wilmington, County of New Castle.

SECTION
2. Other Offices. The principal place of business or principal
business or executive office or offices of the Corporation may be fixed
and so designated from time to time by the Board of Directors. Until such time as it shall
be changed by designation of the Board of Directors, the principal business office of the
Corporation shall be located at 10 Mansell Court East, Suite 100, Roswell, Georgia
30076. The Corporation may also have an office or offices other than said registered and
principal offices at such place or places, either within or without the State of Delaware,
as the Board of Directors shall from time to time determine or the business of the
Corporation may require.

ARTICLE II

# Meetings of
Stockholders

SECTION
1. Place of Meetings. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at any such place, either within or
without the State of Delaware, as shall be designated from time to time by the Board of
Directors and stated in the notice of meeting or in a duly executed waiver thereof.

SECTION
2. Annual Meeting. The annual meeting of stockholders, commencing with the year
1994, shall be held at 10:00 A.M. on the second Thursday in November, if not a legal
holiday, and if a legal holiday, then on the next succeeding day not a legal holiday, at
10:00 A.M., or at such other date and time as shall be designated from time to time by the
Board of Directors and stated in the notice of meeting or in a duly executed waiver
thereof. At such annual meeting, the stockholders shall elect, by a plurality vote, a
Board of Directors and transact such other business as may properly be brought before the
meeting.

SECTION
3. Special Meetings. Special meetings of stockholders, for any purpose or purposes,
unless otherwise prescribed by statute or the Certificate of Incorporation, may be called
at any time by the Chairman of the Board, the Chief Executive Officer or the President,
and shall be called by the Secretary at the request in writing of a majority of the Board
of Directors. Such request shall state the purpose or purposes of the proposed meeting.

SECTION
4. Notice of Meetings. Except as otherwise expressly required by statute, written
notice of each annual and special meeting of stockholders stating the date, place and hour
of the meeting, and, in the case of a special meeting, the purpose or purposes for which
the meeting is called, shall be given to each stockholder of record entitled to vote
thereat not less than ten (10) nor more than sixty (60) days before the date of the
meeting. Business transacted at any special meeting of stockholders shall be limited to
the purposes stated in the notice. Notice shall be given personally or by mail and, if by
mail, shall be sent in a postage prepaid envelope, addressed to the stockholder at his
address as it appears on the records of the Corporation. Notice by mail shall be deemed
given at the time when the same shall be deposited in the United States mail, postage
prepaid. Notice of any meeting shall not be required to be given to any person who attends
such meeting, except when such person attends the meeting in person or by proxy 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, or who, either before or
after the meeting, shall submit a signed written waiver of notice, in person or by proxy.
Neither the business to be transacted at, nor the purpose of, an annual or special meeting
of stockholders need be specified in any written waiver of notice.

SECTION
5. List of Stockholders. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten (10) days before each meeting of
stockholders, a complete list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order, showing the address of 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 (10) days prior to the meeting, either at a place within the city,
town or village where the meeting is to be held, which place shall be specified in the
notice of meeting, or, if not specified, at the place where the meeting is to be held. 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.

---

SECTION
6. Quorum, Adjournments. The holders of a majority of the voting power of the
issued and outstanding stock of the Corporation entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum for the transaction of business
at all meetings of stockholders, except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or represented
by proxy at any meeting of stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have the power to adjourn the meeting
from time to time, without notice other than announcement at the meeting, until a quorum
shall be present or represented by proxy. At such adjourned meeting at which a quorum
shall be present or represented by proxy, any business may be transacted which might have
been transacted at the meeting as originally called. If the adjournment is for more than
thirty days, or, if after adjournment a new record date is set, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the meeting.

SECTION
7. Organization. At each meeting of stockholders, the Chairman of the Board, if one
shall have been elected, or, in his absence or if one shall not have been elected, the
Chief Executive Officer shall act as chairman of the meeting. The Secretary or, in his
absence or inability to act, the person whom the chairman of the meeting shall appoint
secretary of the meeting shall act as secretary of the meeting and keep the minutes
thereof.

SECTION
8. Order of Business. The order of business at all meetings of the stockholders
shall be as determined by the chairman of the meeting.

SECTION
9. Voting. Except as otherwise provided by statute or the Certificate of
Incorporation, each stockholder of the Corporation shall be entitled at each meeting of
stockholders to one vote for each share of capital stock of the Corporation standing in
his name on the record of stockholders of the Corporation:

| | (a)       
               on the date fixed pursuant to the provisions of Section 7 of Article V of these
               By-Laws as the record date for the determination of the stockholders who shall
               be entitled to notice of and to vote at such meeting; or
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               if no such record date shall have been so fixed, then at the close of business
               on the day next preceding the day on which notice thereof shall be given, or, if
               notice is waived, at the close of business on the date next preceding the day on
               which the meeting is held.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Each stockholder entitled to vote at
any meeting of stockholders may authorize another person or persons to act for him by a
proxy signed by such stockholder or his attorney-in-fact, but no proxy shall be voted
after three years from its date, unless the proxy provides for a longer period. Any such
proxy shall be delivered to the secretary of the meeting at or prior to the time
designated in the order of business for so delivering such proxies. When a quorum is
present at any meeting, the vote of the holders of a majority of the voting power of the
issued and outstanding stock of the Corporation entitled to vote thereon, present and
voting, in person or represented by proxy, shall decide any question brought before such
meeting, unless the question is one upon which by express provision of statute or of the
Certificate of Incorporation or of these By-Laws, a different vote is required, in which
case such express provision shall govern and control the decision of such question. Unless
required by statute, or determined by the chairman of the meeting to be advisable, the
vote on any question need not be by ballot. On a vote by ballot, each ballot shall be
signed by the stockholder voting, or by his proxy, if there be such proxy, and shall state
the number of shares voted and the number of votes to which each share is entitled.

SECTION
10. Inspectors. The Board of Directors may, in advance of any meeting of
stockholders, appoint one or more inspectors to act at such meeting or any adjournment
thereof. If any of the inspectors so appointed shall fail to appear or act, the chairman
of the meeting shall, or if inspectors shall not have been appointed, the chairman of the
meeting may, appoint one or more inspectors. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of his
ability. The inspectors shall determine the number of shares of capital stock of the
Corporation outstanding and the voting power of each, the number of shares 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 results, and do such acts as are proper to conduct the election or
vote with fairness to all stockholders. On request of the chairman of the meeting, the
inspectors shall make a report in writing of any challenge, request or matter determined
by them and shall execute a certificate of any fact found by them. No director or
candidate for the office of director shall act as an inspector of an election of
directors. Inspectors need not be stockholders.

SECTION
11. Notice of Stockholder Proposals. (a) At an annual meeting of the stockholders,
only such business shall be conducted, and only such proposals shall be acted upon, as
shall have been brought before the annual meeting (i) by, or at the direction of, the
Board of Directors or (ii) by any stockholder
of record of the Corporation who complies with the notice procedures set forth in this
Section 11 of these By-Laws. For a proposal 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 sixty (60) days nor more than ninety (90) days prior to the
scheduled annual meeting, regardless of any postponements, deferrals or adjournments of
that meeting to a later date; provided, however, that if less than seventy (70) days
notice or prior public disclosure of the date of the scheduled annual meeting is given or
made, notice by the stockholder to be timely must be so delivered or received not later
than the close of business on the tenth (10th) day following the earlier of the day on
which such notice of the date of the scheduled annual meeting was mailed or the day on
which such public disclosure was made. 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 proposal desired to be brought before the annual meeting
and the reasons for conducting such business at the annual meeting, (ii) the name and
address, as they appear on the Corporations books, of the stockholder proposing such
business and any other stockholders known by such stockholder to be supporting such
proposal, (iii) the class and number of shares of the Corporations stock which are
beneficially owned by the stockholder on the date of such stockholder notice and by any
other stockholders known by such stockholder to be supporting such proposal on the date of
such stockholder notice, and (iv) any financial interest of the stockholder in such
proposal.

---

| | (b)       If the presiding officer
of the annual meeting determines that a stockholder proposal was not made in accordance with the
terms of this Section 11, he shall so declare at the annual meeting and any such proposal shall
not be acted upon at the annual meeting.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       This provision shall not
prevent the consideration and approval or disapproval at the annual meeting of reports of officers,
directors and committees of the Board of Directors, but, in connection with such reports, no business
shall be acted upon at such annual meeting unless brought before the meeting as herein provided.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       Any stockholder seeking to
bring a proposal before an annual meeting of the Corporation shall continue to be subject, to the
extent applicable, to the requirements of Section 14(a) of the Securities Exchange Act of 1934, as
amended, the regulations thereunder and the requirements of this Section 11.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ARTICLE III

# Board of Directors

SECTION
1. General Powers. The business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors. The Board of Directors may exercise all
such authority and powers of the Corporation and do all such lawful acts and things as are
not by statute or the Certificate of Incorporation directed or required to be exercised or
done by the stockholders.

SECTION
2. Number, Qualifications, Election and Term of Office. (a) The number
of directors constituting the initial Board of Directors shall be three (3). Thereafter,
the number of directors shall be fixed from time to time exclusively by the Board of
Directors pursuant to a resolution adopted by a majority of
the then authorized number of directors of the Corporation (as determined in accordance
with these By-Laws), but in no event shall the number of directors be fewer than three (3)
nor more than eleven (11). No director need be a stockholder.

(b)       
          The directors shall be divided into three (3) classes (I, II and III), as nearly
          equal in number as possible, and no class shall include less than one (1)
          director. The initial term of office for members of Class I shall expire at the
          annual meeting of stockholders in 1994; the initial term of office for members
          of Class II shall expire at the annual meeting of stockholders in 1995; and the
          initial term of office for members of Class III shall expire at the annual
          meeting of stockholders in 1996. At each annual meeting of stockholders
          following such initial classification and election, directors elected to succeed
          those directors whose terms expire shall be elected for a term of office to
          expire at the third (3rd) succeeding annual meeting of stockholders after their
          election, and shall continue to hold office until their respective successors
          are elected and qualified. In the event of any increase in the number of
          directors fixed by the Board of Directors, the additional directors shall be so
          classified that all classes of directors have as nearly equal numbers of
          directors as may be possible. In the event of any decrease in the number of
          directors, all classes of directors shall be decreased equally as nearly as may
          be possible. No decrease in the number of directors constituting the whole board
          shall shorten the term of any incumbent director.

SECTION
3. Place of Meetings. Meetings of the Board of Directors shall be held at such
place or places, within or without the State of Delaware, as the Board of Directors may
from time to time determine or as shall be specified in the notice of any such meeting.

SECTION
4. Annual Meeting. The Board of Directors shall meet for the purpose of
organization, the election of officers and the transaction of other business, as soon as
practicable after each annual meeting of stockholders, on the same day and at the same
place where such annual meeting shall be held. In the event such annual meeting is not so
held, the annual meeting of the Board of Directors may be held at such other time or place
(within or without the State of Delaware) as shall be specified in a notice thereof given
as hereinafter provided in Section 7 of this Article III.

SECTION
5. Regular Meetings. Regular meetings of the Board of Directors shall be held at
such time and place as the Board of Directors may fix. If any day fixed for a regular
meeting shall be a legal holiday at the place where the meeting is to be held, then the
meeting which would otherwise be held on that day shall be held at the same hour on the
next succeeding business day.

SECTION
6. Special Meetings. Special meetings of the Board of Directors may be called by
the Chairman of the Board, if one shall have been elected, or by two or more directors of
the Corporation or by the Chief Executive Officer or the President.

SECTION
7. Notice of Meetings. Notice of regular meetings of the Board of Directors need
not be given except as otherwise required by law or these By-Laws. Notice of each special
meeting of the Board of Directors, and of each regular and annual meeting of the Board of
Directors for which notice shall be required, shall be given by the Secretary as
hereinafter provided in this Section 7, in which notice shall be stated the time and place
of the meeting. Except as otherwise required by these By-Laws, such notice need not state
the purposes of such meeting. Notice of any special meeting, and of any regular or annual
meeting for which notice is required, shall be given to each director at least (a) twelve
(12) hours before the meeting if by telephone or by being personally delivered or sent by
telex, telecopy, telegraph, or similar means or (b) two (2) days before the meeting if
delivered by mail to the directors residence or usual place of business. Such notice
shall be deemed to be delivered when deposited in the United States mail so addressed,
with postage prepaid, or when transmitted if sent by telex, telecopy, telegraph or similar
means. Neither the business to be transacted at, nor the purpose of, any special meeting
of the Board of Directors need be specified in the notice or waiver of notice of such
meeting. Any director may waive notice of any meeting by a writing signed by the director
entitled to the notice and filed with the minutes or corporate records. The attendance at
or participation of the director at a meeting shall constitute waiver of notice of such
meeting, unless the director at the beginning of the meeting or promptly upon his arrival
objects to holding the meeting or transacting business at the meeting.

---

SECTION
8. Director Nominations. Nominations for the election of directors may be made by
the Board of Directors or a nominating committee appointed by the Board of Directors or by
any stockholder entitled to vote in the election of directors generally. However, any
stockholder entitled to vote in the election of directors generally may nominate one or
more persons for election as directors at a meeting only if written notice of such
stockholders intent to make such nomination or nominations has been given, either by
personal delivery or by United States mail, postage prepaid, to the Secretary of the
Corporation not later than (i) with respect to an election to be held at an annual meeting
of stockholders, ninety (90) days prior to the anniversary date of the immediately
preceding annual meeting, and (ii) with respect to an election to be held at a special
meeting of stockholders for the election of directors, the close of business on the tenth
(10th) day following the date on which notice of such meeting is first given to
stockholders. Each such notice shall set forth: (a) the name and address of the
stockholder who intends to make the nomination and of the person or persons to be
nominated; (b) a representation that the stockholder is a holder of record of stock
of the Corporation entitled to vote at such meeting and intends to appear in person or by
proxy at the meeting to nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between the stockholder and each nominee
and any other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder; (d) such other information
regarding each nominee proposed by such stockholder as would be required to be included in
a proxy statement filed pursuant to the proxy rules of the Securities and Exchange
Commission as then in effect; and (e) the consent of each nominee to serve as a director
of the Corporation if so elected. The presiding officer of the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the foregoing
procedure.

SECTION
9. Quorum and Manner of Acting. A majority of the entire Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the Board of
Directors, and, except as otherwise expressly required by statute or the Certificate of
Incorporation or these By-Laws, the act of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the Board of Directors. In the
absence of a quorum at any meeting of the Board of Directors, a majority of the directors
present thereat may adjourn such meeting to another time and place. Notice of the time and
place of any such adjourned meeting shall be given to all of the directors unless such
time and place were announced at the meeting at which the adjournment was taken, in which
case such notice shall only be given to the directors who were not present thereat. At any
adjourned meeting at which a quorum is present, any business may be transacted which might
have been transacted at the meeting as originally called. The directors shall act only as
a Board and the individual directors shall have no power as such.

SECTION
10. Organization. At each meeting of the Board of Directors, the Chairman of the
Board, if one shall have been elected, or, in the absence of the Chairman of the Board or
if one shall not have been elected, the Chief Executive Officer (or, in his absence,
another director chosen by a majority of the directors present) shall act as chairman of
the meeting and preside thereat. The Secretary or, in his absence, any person appointed by
the chairman shall act as secretary of the meeting and keep the minutes thereof.

SECTION
11. Resignations. Any director of the Corporation may resign at any time by giving
written notice of his resignation to the Corporation. Any such resignation shall take
effect at the time specified therein or, if the time when it shall become effective shall
not be specified therein, immediately upon its receipt. Unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION
12. Vacancies. Newly created directorships resulting from any increase in the
number of directors or any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or any other cause may be
filled by the Board of Directors, provided that a quorum is then in office and present, or
only by a majority of the directors then in office, if less than a quorum is then in
office, or by the sole remaining director. Directors elected to fill a newly created
directorship or other vacancies shall hold office for the remainder of the full term of
the class of directors in which the new directorship was created or the vacancy occurred
and until such directors successor has been elected and qualified.

SECTION
13. Compensation. The Board of Directors shall have authority to fix the
compensation, including fees and reimbursement of expenses, of directors for services to
the Corporation in any capacity.

SECTION
14. Committees. The Board of Directors may, by resolution passed by a majority of
the entire Board of Directors, designate one or more committees, including an executive
committee, each committee to consist of one or more of the directors of the Corporation.
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. Except to the extent restricted by statute or the Certificate of Incorporation,
each such committee, to the extent provided in the resolution creating it, shall have and
may exercise all the powers and authority of the Board of Directors and may authorize the
seal of the Corporation to be affixed to all papers which require it. Each such committee
shall serve at the pleasure of the Board of Directors and have such name as may be
determined from time to time by resolution adopted by the Board of Directors. Each
committee shall keep regular minutes of its meetings and report the same to the Board of
Directors.

---

SECTION
15. Action by Consent. Unless restricted by the Certificate of Incorporation, any
action required or permitted to be taken by the Board of Directors or any committee
thereof may be taken without a meeting if all members of the Board of Directors or such
committee, as the case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of the proceedings of the Board of Directors or such committee, as
the case may be.

SECTION
16. Telephonic Meeting. Unless restricted by the Certificate of Incorporation, any
one or more members of the Board of Directors or any committee thereof may participate in
a meeting of the Board of Directors or such committee by means of a conference telephone
or similar communications equipment by means of which all persons participating in the
meeting can hear each other.  Participation by such means shall constitute presence in person
at a meeting.

ARTICLE IV

# Officers

SECTION
1. Number and Qualifications. The officers of the Corporation shall be elected by
the Board of Directors and shall include the Chief Executive Officer, the President, one
or more Vice-Presidents, the Secretary and the Treasurer. If the Board of Directors
wishes, it may also elect as an officer of the Corporation a Chairman of the Board and may
elect other officers (including one or more Assistant Treasurers and one or more Assistant
Secretaries) as may be necessary or desirable for the business of the Corporation. Any two
or more offices may be held by the same person, and no officer except the Chairman of the
Board need be a director. Each officer shall hold office until his successor shall have
been duly elected and shall have qualified, or until his death, or until he shall have
resigned or have been removed, as hereinafter provided in these By-Laws.

SECTION
2. Resignations. Any officer of the Corporation may resign at any time by giving
written notice of his resignation to the Corporation. Any such resignation shall take
effect at the time specified therein or, if the time when it shall become effective shall
not be specified therein, immediately upon receipt. Unless otherwise specified therein,
the acceptance of any such resignation shall not be necessary to make it effective.

SECTION
3. Removal. Any officer of the Corporation may be removed, either with or without
cause, at any time, by the Board of Directors at any meeting thereof.

SECTION
4. Chairman of the Board. The Chairman of the Board, if one shall have been
elected, shall be a member of the Board, an officer of the Corporation and, if present,
shall preside at each meeting of the Board of Directors or the stockholders. He shall
advise and counsel with the Chief Executive Officer and the President, and in their
absence with other executives of the Corporation, and shall perform such other duties as
may from time to time be assigned to him by the Board of Directors.

SECTION
5. The Chief Executive Officer. The Chief Executive Officer shall be the chief
executive officer of the Corporation. He shall, in the absence of the Chairman of the
Board or if a Chairman of the Board shall not have been elected, preside at each meeting
of the Board of Directors or the stockholders. He shall perform all duties incident to the
office of chief executive officer, and have authority over the business and affairs of the
Corporation and over its officers, agents and employees, subject to the control and
direction of the Board of Directors, and shall have such other duties as may from time to
time be assigned to him by the Board of Directors.

SECTION
6. The President. The President shall be the chief operating officer of the
Corporation. He shall perform all duties incident to the office of President, and be
responsible for the general direction of the operations of the business, reporting to the
Chief Executive Officer, and shall have such other duties as may from time to time be
assigned to him by the Board of Directors. At the request of the Chief Executive Officer,
or in his absence or in the event of his inability to act or his failure to act (in
violation of a duty to act or in contravention of direction to act by the Board of
Directors), the President shall perform the duties of the Chief Executive Officer, and,
when so acting, shall have the powers of and
be subject to the restrictions placed upon the Chief Executive Officer in respect of the
performance of such duties.

SECTION
7. Vice-President. Each Vice-President shall perform all such duties as from time
to time may be assigned to him by the Board of Directors, the Chief Executive Officer or
the President. At the request of the Chief Executive Officer or the President, or in their
absence or in the event of their inability to act or their failure to act (in violation of
a duty to act or in contravention of direction to act by the Board of Directors), the
Vice-President, or if there shall be more than one, the Vice-Presidents in the order
determined by the Board of Directors (or if there be no such determination, then the
Vice-Presidents in the order of their election), shall perform the duties of the Chief
Executive Officer or the President, and, when so acting, shall have the powers of and be
subject to the restrictions placed upon the Chief Executive Officer or the President in
respect of the performance of such duties.

---

SECTION
8. Treasurer. The Treasurer shall

| | (a)       
have charge and custody of, and be responsible for, all the funds and securities
of the Corporation;
| | ---------------------------------------------------------------------------------------------------------------

| | (b)       
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation;
| | ---------------------------------------------------------------------------------------------------------------

| | (c)       
               deposit all moneys and other valuables to the credit of the Corporation in such
               depositaries as may be designated by the Board of Directors or pursuant to its
               direction;
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| | (d)       
               receive, and give receipts for, moneys due and payable to the Corporation from
               any source whatsoever;
| | ----------------------------------------------------------------------------------------------------------------------------------------------

| | (e)       
               disburse the funds of the Corporation and supervise the investments of its
               funds, taking proper vouchers therefor;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)       
               render to the Board of Directors, whenever the Board of Directors may require,
               an account of the financial condition of the Corporation; and
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g)       
               in general, perform all duties incident to the office of Treasurer and such
               other duties as from time to time may be assigned to him by the Board of
               Directors.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION
9. Secretary. The Secretary shall

| | (a)       
               keep or cause to be kept in one or more books provided for the purpose, the
               minutes of all meetings of the Board of Directors, the committees of the Board
               of Directors and the stockholders;
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| | (b)       see that all notices are duly
given in accordance with the provisions of these By-Laws and as required by law;
| | ------------------------------------------------------------------------------------------------------------------------

| | (c)       be custodian of the records
and the seal of the Corporation and affix and attest the seal to all certificates for shares of the
Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as
hereinafter provided) and affix and attest the seal to all other documents to be executed on
behalf of the Corporation under its seal;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
see that the books, reports, statements, certificates and other documents and
records required by law to be kept and filed are properly kept and filed; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)       in general, perform all duties incident to the office
of Secretary and such other duties as from time to time may be assigned to him by the Board of
Directors.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION
10. The Assistant Treasurer. The Assistant Treasurer, or if there shall be more
than one, the Assistant Treasurers in the order determined by the Board of Directors (or
if there be no such determination, then in the order of their election), shall, in the
absence of the Treasurer or in the event of his inability to act or his failure to act (in
violation of a duty to act or in contravention of direction to act by the Board of
Directors), perform the duties and exercise the powers of the Treasurer and shall perform
such other duties as from time to time may be assigned by the Board of Directors.

SECTION
11. The Assistant Secretary. The Assistant Secretary, or if there be more than one,
the Assistant Secretaries in the order determined by the Board of Directors (or if there
be no such determination, then in the order of their election), shall, in the absence of
the Secretary or in the event of his inability to act or his failure to act (in violation
of a duty to act or in contravention of direction to act by the Board of Directors),
perform the duties and exercise the powers of the Secretary and shall perform such other
duties as from time to time may be assigned by the Board of Directors.

SECTION
12. Officers Bonds or Other Security. If required by the Board of Directors,
any officer of the Corporation shall give a bond or other security for the faithful
performance of his duties, in such amount and with such surety as the Board of Directors
may require.

SECTION
13. Compensation. The compensation of the officers of the Corporation for their
services as such officers shall be fixed from time to time by the Board of Directors. An
officer of the Corporation shall not be prevented from receiving compensation by reason of
the fact that he is also a director of the Corporation.

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ARTICLE V

# Stock Certificates and
Their Transfer

SECTION
1. Stock Certificates. 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, the Chief Executive Officer or the President or a Vice-President and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the
Corporation, certifying the number of shares owned by him in the Corporation. If the
Corporation shall be authorized to issue more than one class of stock or more than one
series of any class, the 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 General Corporation Law of the State of Delaware, 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 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
2. Facsimile Signatures. Where a certificate is signed by a transfer agent or
transfer clerk and by a registrar, the signatures of any such Chairman of the Board, Chief
Executive Officer, President, Vice-President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary upon such certificate may be facsimiles engraved or printed. 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.

SECTION
3. Lost 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, stolen, 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,
stolen, or destroyed certificate or certificates, or his legal representative, to give the
Corporation a bond in such sum as it may direct sufficient to indemnify it against any
claim that may be made against the Corporation on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate.

SECTION
4. Transfers of Stock. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its records; provided, however, that the
Corporation shall be entitled to recognize and enforce any lawful restriction on transfer.
Whenever any transfer of stock shall be made for collateral security, and not absolutely,
it shall be so expressed in the entry of transfer if, when the certificates are presented
to the Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.

SECTION
5. Transfer Agents and Registrars. The Board of Directors may appoint, or authorize
any officer or officers to appoint, one or more transfer agents and one or more
registrars.

SECTION
6. Regulations. The Board of Directors may make such additional rules and
regulations, not inconsistent with these By-Laws, as it may deem expedient concerning the
issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION
7. Fixing the Record Date. 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, or entitled to receive payment of any dividend or other distribution
or allotment of any rights, or 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, in advance, a record date, which shall not be more than sixty (60)
nor less than ten (10) days before the date of such meeting, nor more than sixty (60)
days prior to any other action. 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; provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

SECTION
8. Registered Stockholders. The Corporation shall be entitled to recognize the
exclusive right of a person registered on its records as the owner of shares of stock to
receive dividends and to vote as such owner, shall be entitled to hold liable for calls
and assessments a person registered on its records as the owner of shares of stock, and
shall not be bound to recognize any equitable or other claim to or interest in such share
or shares of stock 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.

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ARTICLE VI

# Indemnification of
Directors and Officers

SECTION
1. General. The Corporation shall indemnify any person who was or is a party or is
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 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, against expenses (including attorneys
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding 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, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any action, suit or
proceeding 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 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 that his conduct was unlawful.

SECTION
2. Derivative Actions. The Corporation shall indemnify 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 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
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, provided 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 of Chancery of the State of
Delaware or the court in which such action or suit 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 the Court of Chancery or such other court shall deem proper.

SECTION
3. Indemnification in Certain Cases. To the extent that a director, officer,
employee or agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article
VI, or in defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys fees) actually and reasonably incurred by him in
connection therewith.

SECTION
4. Procedure. Any indemnification under Sections 1 and 2 of this Article VI (unless
ordered by a court) shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of conduct set
forth in such Sections 1 and 2. Such determination shall be made (a) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal counsel in
a written opinion, or (c) by the stockholders.

SECTION
5. Advances for Expenses. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount if it shall be
ultimately determined that he is not entitled to be indemnified by the Corporation as
authorized in this Article VI.

SECTION
6. Rights Not Exclusive. The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this Article VI shall not be deemed
exclusive of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any law, by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.

SECTION
7. Insurance. The Corporation shall have power to purchase and maintain insurance
on behalf of any person who 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 against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the Corporation would
have the power to indemnify him against such liability under the provisions of this
Article VI.

SECTION
8. Definition of Corporation. For the purposes of this Article VI, references to
the Corporation include all constituent corporations absorbed in a
consolidation or merger as well as the resulting or surviving corporation so that any
person who is or was a director, officer, employee or agent of such a constituent
corporation or is or was serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise shall stand in the same position under the provisions of this
Article VI with respect to the resulting or surviving corporation as he would if he had
served the resulting or surviving corporation in the same capacity.

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SECTION
9. Survival of Rights. The indemnification and advancement of expenses provided by,
or granted pursuant to this Article VI shall continue as to a person who has ceased to be
a director, officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

SECTION
10. Article VI Deemed a Contract. The foregoing provisions of this Article VI shall
be deemed to be a contract between the Corporation and each person who serves in any
capacity specified in this Article VI at any time while this Article VI, as amended, is in
effect, and any repeal or modification of this Article VI shall not affect any rights or
obligations then existing with respect to any state of facts then or theretofore existing
or any action, prosecution, suit or proceeding theretofore or thereafter brought based in
whole or in part upon any such state of facts.

ARTICLE VII

# General Provisions

SECTION
1. Dividends. Subject to the provisions of statute and the Certificate of
Incorporation, dividends upon the shares of capital stock of the Corporation may be
declared by the Board of Directors at any regular or special meeting. Dividends may be
paid in cash, in property or in shares of stock of the Corporation, unless otherwise
provided by statute or the Certificate of Incorporation.

SECTION
2. Reserves. Before payment of any dividend, there may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the Board of
Directors may, from time to time, in its absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation or for such other purpose as the Board of
Directors may think conducive to the interests of the Corporation. The Board of Directors
may modify or abolish any such reserves in the manner in which it was created.

SECTION
3. Seal. The seal of the Corporation shall be in such form as shall be approved by
the Board of Directors, which form may be changed by resolution of the Board of Directors.

SECTION
4. Fiscal Year. The fiscal year of the Corporation shall be June 30, which fiscal
year may be changed by resolution of the Board of Directors.

SECTION
5. Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for the
payment of money of the Corporation shall be signed, endorsed or accepted in the name of
the Corporation by such officer, officers, person or persons as from time to time may be
designated by the Board of Directors or by an officer or officers authorized by the Board
of Directors to make such designation.

SECTION
6. Execution of Contracts, Deeds, Etc. The Board of Directors may authorize any
officer or officers, agent or agents, in the name and on behalf of the Corporation to
enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other
obligations or instruments, and such authority may be general or confined to specific
instances.

SECTION
7. Voting of Stock in Other Corporations. Unless otherwise provided by resolution
of the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the
President, from time to time, may (or may appoint one or more attorneys or agents to) cast
the votes which the Corporation may be entitled to cast as a shareholder or otherwise in
any other corporation, any of whose shares or securities may be held by the Corporation,
at meetings of the holders of the shares or other securities of such
other corporation. In the event one or more attorneys or agents are appointed, the
Chairman of the Board, the Chief Executive Officer or the President may instruct the
person or persons so appointed as to the manner of casting such votes or giving such
consent. The Chairman of the Board, the Chief Executive Officer or the President may, or
may instruct the attorneys or agents appointed to, execute or cause to be executed in the
name and on behalf of the Corporation and under its seal or otherwise, such written
proxies, consents, waivers or other instruments as may be necessary or proper in the
circumstances.

ARTICLE VIII

# Amendments

These
By-Laws may be amended or repealed or new by-laws adopted only (a) by the affirmative vote
of stock representing at least eighty percent (80%) of the voting power of the then
outstanding voting stock of the Corporation entitled to vote thereon at any annual or
special meeting of stockholders, voting as a single class; provided that the notice of
such meeting of stockholders, whether regular or special, shall specify as one of the
purposes thereof the making of such amendment, repeal or adoption or (b) if the
Certificate of Incorporation so provides, by action of the Board of Directors at a regular
or special meeting thereof. Any by-law made by the Board of Directors may be amended or
repealed by the affirmative vote of at least eighty percent (80%) of the voting stock of
the Corporation at any annual or special meeting of stockholders; provided that the notice
of such meeting of stockholders, whether regular or special, shall specify as one of the
purposes thereof the making of such amendment or repeal.

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