BYLAWS
OF KINGS ROAD ENTERTAINMENT, INC.


(A
Delaware Corporation)





(As
Amended through December 12, 2009)





ARTICLE
I - OFFICES





The
office of the Corporation shall be located in the City and State designated in
the Articles of Incorporation. The Corporation may also maintain offices at such
other places within or without the United States as the Board of Directors may,
from time to time, determine.





ARTICLE
II - MEETING OF SHAREHOLDERS





Section I - Annual
Meetings:





The
annual meeting of shareholders shall be held on the last day of February in
each-year at 10:00 o'clock A.M. or at such other date and/or time -not later
than five months after the close of the fiscal year -of the Corporation, as
shall be designated by the Board of Directors, provided, however, that should
said day fall upon a week-end or legal holiday, then the annual meeting of
share-holders shall be held at the same time and place on the next day which is
a full business day. At such meeting directors shall be elected, reports of the
affairs of the Corporation shall be considered, and any other business may be
transacted which is within the powers of the shareholders.





Section 2 - Special
Meetings:





Special
meetings of the shareholders may be called at any time by the Board of Directors
or by the President, and shall be called by the President or the Secretary at
the written request of the holders of ten percent (104) of the shares then
outstanding and entitled to vote thereat, or as otherwise required under the
provisions of the Business Corporation Act.





Section 3 - Place of
Meetings:





All
meetings of share-holders shall be held at the principal office of the
Corporation, or at such other places as shall be designated in the notices or
waivers of notice of such meetings.


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Section - 4 - Notice of
Meetings;





(a)
Except as otherwise provided by Statute, written notice of each meeting of
shareholders, whether annual or special, stating the time when and place where
it is to be held shall be served either personally or by mail, not less than ten
or more than fifty days before the meeting, upon each shareholder of record
entitled to vote at such meeting, and to any other shareholder to whom the
giving of notice may be required by law. Notice of a special meeting shall also
state the purpose or purposes for which the meeting is called,
and   shall indicate that it is being issued by, or at the
direction of the person or persons calling the meeting. If, at any meeting,
action is proposed to be taken that would, if taken, entitle shareholders to
receive payment for their shares pursuant to Statute, the notice of such meeting
shall include statement of that purpose and to that effect. If mailed, such
notice shall be directed to each such shareholder at his address, as it appears
on the records of the shareholders of   the Corporation, unless
he shall have previously filed with the Secretary of the Corporation a written
request that notices intended for him be mailed to some other address, in which
case, it shall be mailed to the address designated in such request.





(b)
Notice of any meeting need not be given to any person who may become a
shareholder of record after the mailing of such notice and prior to the meeting,
or to any shareholder. Who attends such meeting, in person or by proxy, or to
any shareholder who, in person or by proxy, submits a signed waiver of notice
either before or after such meeting. Notice of any adjourned meeting of
shareholders need not be given, unless otherwise required by
statute.





Section 5 -
Quorum;





(a)
Except as otherwise provided herein, or by Statute, or in the Certificate of
Incorporation (such Certificate and any amendment's thereof being hereinafter
collectively referred to as the “ Certificate of Incorporation”), at all meeting
of shareholders of the Corporation, the presence at the commencement of such
meetings in person or by proxy of shareholders holding of record a majority of
the total number of shares of the Corporation then issued and outstanding and
entitled to vote, shall be necessary and sufficient to constitute a quorum for
the transaction of any business. The withdrawal of any shareholder after the
commencement of a meeting shall have no effect on the existence of a quorum,
after a quorum has been established at such meeting.





(b)
Despite the absence of a quorum at any annual or special meeting of
shareholders, the shareholders, by a majority of the votes cast by the holders
of shares entitled to vote thereon, may adjourn the meeting. At any such
adjourned meeting at which a quorum is present, any business may be transacted
at the meeting as originally called if a quorum had been present.





Section 6 -
Voting;





(a)
Except as otherwise provided by statute or by the Certificate of Incorporation,
any corporate action, other than the election of directors, to be taken by vote
of the shareholders, shall be authorized by a majority of votes cast at a
meeting of shareholders by the holders of shares entitled to vote
thereon.





(b)
Except as otherwise provided by statute or by the Certificate of Incorporation,
at each meeting of shareholders, each holder of record of stock of the
Corporation entitled to vote thereat, shall be entitled to one vote for each
share of stock registered in his name on the books of the
Corporation.


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(c) Each
shareholder entitled to vote or to express consent or dissent without a meeting,
may do so by proxy; provided, however, that the instrument authorizing such
proxy to act shall have been executed in writing by the shareholder himself, or
by his attorney-in-fact thereunto duly authorized in writing. No proxy shall be
valid after the expiration of eleven months from the date of its execution,
unless the person executing it shall have specified therein the length of time
it is to continue in force. Such instrument shall be exhibited to the Secretary
at the meeting and shall be filed with the records of the
Corporation.





(d) Any
resolution in writing, signed by a majority of the shareholders entitled to vote
thereon, shall be and constitute action by such shareholders to the effect
therein expressed, with the same force and effect as if the same had been duly
passed by unanimous vote at a duly called meeting of shareholders and such
resolution so signed shall be inserted in the Minute Book of the Corporation
under its proper date.





ARTICLE
III - BOARD OF DIRECTORS





Section 1 - Number, Election
and Term of Office;





(a) The
Board of Directors of the corporation shall consist of not less than three (3)
nor more than nine (9) members. The exact number of directors within the limits
specified shall be set, and may be changed from time to time, by a resolution
duly adopted by the Board of Directors or the stockholders.





(b) The
Board of Directors shall be divided into three classes as nearly equal in number
as reasonably possible, designated Class 1, Class 2 and Class 3. The initial
terms of office shall expire as follows; Class 1 directors; at the annual
meeting of stockholders in 1988; Class 2 directors, at the annual meeting of
stockholders in 1989; Class 3 directors at the annual meeting of stockholders in
1990. Thereafter, at each annual meeting of stockholders, successors to the
class of directors whose terms of office expire in that year shall be elected to
hold office for a term of three (3) years. Each director shall hold office until
his successor is elected and qualified or until his earlier resignation or
removal.





(c)
Except as may otherwise be provided herein or in the Certificate of
Incorporation, the members of each class of the Board of Directors of the
Corporation, who need not be shareholders, shall be elected by a majority of the
votes cast at the meeting of shareholders at which such class is to be elected,
by the holders of shares, present in person or by proxy, entitled to vote in the
election.





Section. 2 - Duties and
Powers;





The Board
of Directors shall be responsible for the control and management of the affairs,
property and interests of the Corporation, and may exercise all powers of the
Corporation, except as are in the Certificate of Incorporation or by statute
expressly conferred upon or reserved to the shareholders.


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Section 3 - Annual and
Regular Meetings; Notice:





(a) A
regular annual meeting of the Board of Directors shall be held immediately
following the annual meeting of the shareholders, at the place of such annual
meeting of shareholders.





(b) The
Board of Directors, from time to time, may provide by resolution for the holding
of other regular meetings of the Board of Directors, and may fix the time and
place thereof.





(c)
Notice of any regular meeting of the Board of Directors shall not be required to
be given and, if given, need not specify the purpose of the meeting; provided,
however, that in case the Board of Directors shall fix or change the time or
place of any regular meeting, notice of such action shall be given to each
director who shall not have been present at the meeting at which such action was
taken within the time limited and in the manner set forth in paragraph (b)
Section 4 of this Article III, with respect to special meetings, unless such
notice shall be waived in the manner set forth in paragraph (c) of such Section
4.





Section 4 - Special
Meetings, Notice:





(a)
Special meetings of the Board of Directors shall be held whenever called by the
President or by one of directors, at such time and place as may be specified in
the respective notices or waivers of notice thereof, providing however, that the
meeting is held at a location where members of the board of directors of any
corporation, or any committee designated by the board, may participate in a
meeting of such board, or committee by means of conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear and, if necessary, see each other or exhibits, and
participation in a meeting pursuant to this subsection shall constitute presence
in person at the meeting.





(b)
Except as otherwise required by statute, notice of special meetings shall be
mailed directly to each director, addressed to him at his residence or usual
place of business, at least two (2) days before the day on which the meeting is
to be held, or shall be sent to him at such place by telegram, radio or cable,
or shall be delivered to him personally or given to him orally, not later than
the day before the day on which the meeting is to be held. A notice or waivers
of notice, except as required by Section 8 of this Article III, need not specify
the purpose of the meeting.





(c)
Notice of any special meeting shall not be required to be given to any director
who shall attend such meeting without protesting prior thereto or at its
commencement the lack of notice to him, or who submits a signed waiver of
notice, whether before or after the meeting. Notice of any adjourned meeting
shall not be required to be given.





Section 5 –
Chairman:





At all
meetings of the Board of Directors, the Chairman of the Board, if any and if
present shall present, shall preside. If there shall be no Chairman, or he shall
be absent, then the President shall preside, and in his absence, a Chairman
chosen by the directors shall preside.


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Section 6 - Quorum and
Adjournments:





(a) At
all meetings of the Board of Directors, the presence of a majority of directors
then in office (but not less than 1/3 of the authorized number of directors)
shall be necessary and sufficient to constitute a quorum for the transaction of
business, except as otherwise provided by law, by the Certificate of
Incorporation, or by these Bylaws.





(b) A
majority of the directors present at the time and place of any regular or
special meeting, although less than a quorum may adjourn the same from time to
time without notice, until a quorum shall be present.





Section 7 - Manner of
Action:





(a) At
all meetings of the Board of Directors, each director present shall have one
vote, irrespective of the number of shares of stock, if any, which he may
hold.





(b)
Except as otherwise provided by statute, by the Certificate of Incorporation, or
by these Bylaws, the action 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.
Any action authorized, in writing, by all of the directors entitled to vote
thereon and filed with the minutes of the corporation shall be the act of the
Board of Directors with the same force and effect as if the same had been passed
by unanimous vote at a duly called meeting of the Board.





(c) The
following actions of the Board of Directors will require the approval of not
less than 75% of all of the directors: (1) the authorization or issuance of any
stock options to employees of the Corporation; (2) the authorization of a public
offering and sale of Common Stock of the Corporation, for an aggregate purchase
price of not more than $5,000,000, pursuant to a registration statement filed
under the Securities Act of 1933; or (3) the repurchase or redemption by the
Corporation of any of its outstanding shares in excess of 2% of the total of the
company’s issued outstanding stock.




(d) The
authorization of any transactions between the Corporation on the one hand and
any officer, director or stockholder of the Corporation or any person or entity
related to or affiliated with any such officer, director or stockholder on the
other hand shall require the approval of not less than 75% of all of the
directors AND the majority approval of disinterested directors:. If the board
has no disinterested directors in the transaction or transactions, then such
action shall require ratification by a majority of the disinterested
shareholders at a special or ordinary shareholder meeting, called and noticed
for that purpose.





.Section 8 -
Vacancies;





Any
vacancy in the Board of Directors occurring by reason of an increase in the
number of directors, or by reason of the death, resignation, disqualification,
removal (unless a vacancy created by the removal of a director by the
shareholders shall be filled by the shareholders at the meeting at which the
removal was effected) or, inability to act of any director, or otherwise, shall
be filled for the unexpired portion of the term by a majority vote of the
remaining directors, though less than a quorum, at any regular meeting or
special meeting of the Board of Directors called for that
purpose.


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Section 9 -
Resignation:





Any
director may resign at any time by giving written notice to the Board of
Directors, the president or the Secretary of the Corporation, unless otherwise
specified in such written notice, such resignation snail take effect upon
receipt thereof by the Board of Directors or such officer, and the acceptance of
such resignation shall not   be necessary to make it
effective.





Section 10 -
Removal:





Any
director may be removed with or without cause at any time by either: (i) the
affirmative, majority vote of all disinterested directors at a special meeting
of directors; or (ii) by the affirmative vote of shareholders holding of record
in the aggregate at least a majority of the outstanding shares of the
Corporation at a special meeting of the shareholders.





Section 11 -
Salary;





No stated
salary shall be paid to directors, as such, for their services, but by
resolution of   the Board of Directors a fixed sum and expenses
of attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board; provided, however, that nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.





Section 12 -
Contracts:





(a) No
contract or other transaction between this Corporation and any other Corporation
shall be impaired, affected or invalidated, nor shall any director be liable in
any way by reason of the fact that any one or more of the directors of this
Corporation is or are interested in, or is a director or officer, or are
directors or officers of such other Corporation, provided that such facts are
disclosed or made known to the Board of Directors.





b) Any
director, personally and individually, may be a party to or may be interested in
any contract or transaction of this Corporation, and no director shall be liable
in any way by reason of Such interest, provided that the fact of such interest
be disclosed or made known to the Board of Directors, and provided that the
Board of Directors shall authorize, approve or ratify such contract or
transaction by the vote (not counting the vote of any such director) of a
majority of a quorum, notwithstanding the presence of any such director, at the
meeting at which such action is taken. Such director or directors may be counted
in determining the presence of a quorum at such meeting. This Section Shall not
be construed to -impair or invalidate or in any way affect any contract or other
transaction which would otherwise be valid under the law (common, statutory or
otherwise) applicable thereto.


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Section l3.
Committees;





The Board
of Directors, by resolution adopted by a majority of the entire Board, may from
time to time designate from among its members an executive commute and such
other committees, and alternate members thereof, as they may deem desirable,
each consisting of one or more members, with such powers and authority (to the
extent permitted by law) as may be provided in such committee shall serve at the
pleasure of the Board.





ARTICLE
IV - OFFICERS





Section 1 - Number.
Qualifications, Elections and Term of Office:





(a) The
officers of the Corporation shall consist of President a Secretary, a Treasurer,
and such other officers, including a Chairman of the Board of Directors, and one
or more Vice Presidents, as the Board of Directors may from time to time deem
advisable. Any officer other than the Chairman of the Board of Directors may be,
but is not required to be a director of the Corporation. Any two or more offices
may be held by the same person.





(b) The
officers of the Corporation shall be elected by the Board of Directors at the
regular annual meeting of the Board following the annual meeting of
shareholders.





(c) Each
officer shall hold office until the annual meeting of the Board of Directors
next succeeding his election, and until his successor shall have been elected
and qualified, or until his death, resignation or removal.





Section 2 -
Resignation;





Any
officer may resign at any time by giving written notice of such resignation to
the Board of Directors, or to the President or the Secretary of the Corporation.
Unless otherwise specified in such written notice, such resignation shall take
effect upon receipt thereof by the Board of Directors or by such officer, and
the acceptance of such resignation shall not be necessary to make it
effective.





Section 3 –
Removal:





Any
officer may be removed, either with or without cause, and a suitably qualified
successor elected by a majority vote of the Board of Directors at any
time.





Section 4 -
Vacancies;





A vacancy
in any office by reason of death, resignation, inability to act,
disqualification, or any other cause, may at any time be filled for the
unexpired portion of the term by a majority vote of the Board of
Directors.


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Section 5 - Duties of
Officers;





Officers
of the Corporation shall, unless otherwise provided by the Board of Directors,
each have such powers and duties as generally pertain to their respective
offices as well as such powers and duties as may be set forth in these bylaws,
or may from time to time be   specifically conferred or imposed
by the Board of Directors. The president shall be the chief executive officer of
the Corporation unless otherwise determined by the Board of
Directors.





Section 6 - Sureties and
Bonds;





In case
the Board of Directors shall so require, any officer, employee or agent of the
Corporation shall execute to the Corporation a bond in such sum, and with such
surety or sureties as the Board of Directors may direct, conditioned upon the
faithful performance of his duties to the Corporation, including responsibility
for negligence and for the accounting for all property, funds or securities of
the Corporation which may come into his hands.





Section 7 - Shares of Other
Corporations:





Whenever
the Corporation is the holder of shares of any other Corporation, any right or
power of the Corporation as such shareholder, (including the attendance, acting
and voting at shareholders meetings and execution of waivers, consents, proxies
or other instruments) may be exercised on behalf of the Corporation by the
President, any Vice President, or such other person as the Board of Directors
may authorize.




ARTICLE
V - SHARES OF STOCK





Section 1 - Certificate of
Stock:





(a) The
certificates representing shares of the Corporation shall be in such form as
shall be adopted by the Board of Directors, and shall be numbered and registered
in the order issued. They shall bear the holder's name and the number of shires
and shall be signed by (i) the Chairman of the Board or the President or a Vice
President, and (n) the Secretary or Measurer or any Assistant Secretary or
Assistant Treasurer, and shall bear the corporate seal.





(b) No
certificate representing shares shall be issued until the full amount of
consideration therefor has been paid, except as otherwise permitted by
law.





(c) To
the extent permitted by law, the Board of Directors may authorize the issuance
of certificates for fractions of a share which shall entitle the holder to
exercise voting rights, receive dividends and participate in liquidating
distributions, in proportion to the fractional holdings; or it may authorize the
payment in cash of the fair value of fractions of a share as of the time when
those entitled to receive such fractions are determined; or it may authorize the
issuance, subject to such conditions as may be permitted by law, of scrip in
registered or bearer form over the signature of an officer or agent of the
Corporation, exchangeable as therein provided for full shares, but such scrip
shall not entitle the holder to any rights of a shareholder, except as therein
provided.


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Section 2 - Lost or
Destroyed Certificates:





The
holder of any certificate representing shares of the Corporation shall
immediately notify the Corporation of any loss or destruction of the certificate
representing the same. The Corporation may issue a new certificate in the place
of any Corporation theretofore issued by it, alleged to have been lost or
destroyed. On production of such evidence of loss or destruction as the Board of
Directors in its discretion may require, the Board of Directors may, in its
discretion, require the owner of the lost or destroyed certificate, or his legal
representatives, to give the Corporation a bond in such sum as the Board may
direct, and with such surety or sureties as may be satisfactory to the Board, to
indemnify the Corporation against any claims, loss, liability or damage it may
suffer on account of the issuance of the new certificate. A new certificate may
be issued without requiring any such evidence or bond when, in the judgment of
the Board of Directors, it is proper so to do.





Section 3 - Transfers of
Shares;





(a)
Transfers of shares of the Corporation shall be made on the share records of the
Corporation only by holder of record thereof, in person or by his duly
authorized attorney, upon surrender for cancellation of the certificate or
certificates representing such shares, with an assignment or power of transfer
endorsed thereon or delivered therewith, duly executed, with such proof of the
authenticity of the signature and of authority to transfer and of payment of
transfer taxes as the Corporation or its agents may require.





(b) The
Corporation shall be entitled to treat the holder of record of any share or
shares as the absolute owner   thereof for all purposes and,
accordingly, shall not be bound to recognize any legal, equitable or other claim
to, or interest in, such share or shares on the part of any other
person,   whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by law.





Section 4 - Record
Date:





In lieu
of closing the share records of the Corporation, the Board of Directors may fix,
in advance, a date not exceeding fifty days, nor less than ten days, as the
record date for the determination of shareholders entitled to receive notice of,
or to vote at, any meeting of   shareholders, or to consent to
any proposal without a meeting, or for the purpose of determining shareholders
entitled to receive payment of any dividends, or allotment of any rights, or for
the purpose of any other action. If no record date is fixed, the record date for
the determination of shareholders entitled to notice of or to vote at a meeting
of shareholders shall be at the close of business on the day next preceding the
day on which notice is given, or, if no notice is given, the day on which the
meeting is held; the record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the resolution of
the directors relating thereto is adopted. When a determination of shareholders
of record entitled to notice of or to vote at any meeting of shareholders has
been made as provided for herein, such determination shall apply to any
adjournment thereof, unless the directors fix a new record date for the
adjourned meeting.


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ARTICLE
VI - DIVIDENDS





Subject
to applicable law, dividends may be declared and paid out of any funds available
therefor, as often, in such amounts, and at such time or times as the Board of
Directors may determine.





ARTICLE
VII - FISCAL YEAR





The
annual accounting period for the Corporation shall end on April 30th or upon
such other date as may be determined by the Board of Directors.




ARTICLE
VIII - CORPORATE SEAL





The
corporate seal, if any, shall be in such form as shall be approved from time to
time by the Board of Directors.





ARTICLE
IX - AMENDMENTS





Section 1 - By
Shareholders;





All
bylaws of the Corporation shall be subject to alteration or repeal, and new
bylaws may be made, by the affirmative vote of shareholders holding of record in
the aggregate at least a majority of the outstanding shares entitled to vote in
the election of directors at any annual or special meeting of shareholders,
provided that the notice or waiver of notice of such meeting shall have
summarized or set forth in full therein, the proposed amendment.





Section 2 - By
Directors;





The Board
of Directors shall have power to make, adopt, alter, amend and repeal, from time
to time, the Bylaws of the Corporation. However, if such an amendment alters the
authority or the ability of the shareholders to take action, then such an
amendment will require ratification by a majority of the
shareholders.


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ARTICLE
X - INDEMNITY





Section
1:





Each
person who was or is made a party to or is threatened to be made a party to or
is involuntarily involved in any action, suit or proceeding, whether civil
criminal, administrative or investigative (a "Proceeding”), by reason of the
fact that he is or was a director and/or officer  of the Corporation,
or is or was serving (during his tenure as director and/or officer) at the
request of the Corporation, any other corporation, partnership, joint venture;
trust or other enterprise in any capacity; whether the basis of such Proceeding
is an alleged action in an official capacity as a  director or
officer, or in any other capacity while serving as  a director or
officer, shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the Delaware General Corporation Law as now or
hereafter effect (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide
broader   indemnification rights than are permitted to the
Corporation prior to such amendment) against all expenses, liability and loss
(including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement reasonably incurred or suffered by
such person in connection with such Proceeding. Such director or
officer  shall have the right to be paid by the Corporation for
expenses incurred in defending any such Proceeding in advance of its final
disposition; provided, however, that the payment  of such expenses in
advance of the final disposition of any such Proceeding shall be made only upon
receipt by the Corporation of an undertaking by or on behalf of such director or
officer to repay all amounts so advanced if it should be determined ultimately
that he is not entitled to be indemnified under this Section 1 or otherwise. No
amendment to or repeal of this Section 1 shall apply to or have any effect on
any right to indemnification provided hereunder with respect to any acts or
omissions occurring prior to such amendment or repeal.





Section
2:





If a
claim for indemnity under Section 1 is not paid in full by the Corporation
within ninety (90) days after a written claim has been received by the
Corporation, the director or officer may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim, together with
interest thereon, and if successful in whole or in part, such director or
officer shall also be entitled to be paid the expense of prosecuting such claim,
including reasonable attorneys' fees incurred in connection therewith. It shall
be a defense to any such action (other than an action brought to enforce a claim
for expenses incurred in defending any Proceeding in advance of its final
disposition where the required undertaking has been tendered to the Corporation)
that such director or officer has not met the standards of conduct which make it
permissible under the Delaware General Corporation Law for the Corporation to
indemnify him for the amount claimed, but the burden of proving such a defense
shall be on the Corporation. Neither the failure of the Corporation (or of its
full Board of Directors, its directors who are not parties to the Proceeding
with respect to which indemnification is claimed, its stockholders, or
independent legal counsel) to have made a determination prior to the
commencement of an action pursuant to this Section 2 that indemnification of the
director or officer is proper in the circumstances because he has met the
applicable standard  of conduct set forth in the Delaware General
Corporation Law nor an actual determination by any such person or persons that
such director or officer has not met, such applicable standard of conduct, shall
be a defense to such action or create a presumption that such director or
officer has not met the applicable standard of conduct.


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Section
3;





In
furtherance and not in limitation of the powers conferred by
statute:





(i)  Corporation
may purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is 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 law;
and





(ii) the
Corporation may create a trust fund, grant a security interest and/or use other
means (including, without limitation, letters of credit ,surety bonds and/or
other similar arrangements), as well as enter into contracts providing
indemnification to the full extent authorize or permitted by law and including
as part thereof provisions with respect to any or all of the foregoing to ensure
the payment of such amounts as may become necessary to effect indemnification as
provided therein, or elsewhere.





Section 4 - Rights Not
Exclusive:





The
rights conferred by this Article X shall not be exclusive of any other right
which the director or officer may have or hereafter acquire under the Delaware
General Corporation Law or any other statute, or any provision contained in the
Corporation’s Certificate of incorporation or Bylaws, or any agreement, or
pursuant to a vote of stockholders or disinterested directors, or
otherwise.


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