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                                                                     Exhibit 3.3

                           AMENDED AND RESTATED BYLAWS
                                       OF
                                MICROISLET, INC.

                                    ARTICLE I
                                     OFFICES

         The principal office of the Corporation in the State of Nevada shall be
located in Las Vegas, County of Clark. The Corporation may have such other
offices, either within or without the State of Nevada, as the Board of Directors
may designate or as the business of the Corporation may require from time to
time.

                                   ARTICLE II
                                  STOCKHOLDERS

SECTION 1. ANNUAL MEETING.

         (a) The annual meeting of the stockholders of the Corporation, for the
purpose of election of directors and for such other business as may lawfully
come before it, shall be held on such date and at such time as may be designated
from time to time by the Board of Directors. Nominations of persons for election
to the Board of Directors of the Corporation and the proposal of business to be
considered by the stockholders may be made at an annual meeting of stockholders:
(i) pursuant to the Corporation's notice of meeting of stockholders; (ii) by or
at the direction of the Board of Directors; or (iii) by any stockholder of the
Corporation who was a stockholder of record at the time of giving of notice
provided for in the following paragraph, who is entitled to vote at the meeting
and who complied with the notice procedures set forth in this Article II,
Section 1.

         (b) At an annual meeting of the stockholders, only such business shall
be conducted as shall have been properly brought before the meeting. For
nominations or other business to be properly brought before an annual meeting by
a stockholder pursuant to clause (iii) of Article II, Section 1(a) of these
Bylaws, (i) the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation, (ii) such other business must be a proper
matter for stockholder action under Title 7, Chapter 78 of Nevada Revised
Statutes, (iii) if the stockholder, or the beneficial owner on whose behalf any
such proposal or nomination is made, has provided the Corporation with a
Solicitation Notice (as defined in this Section 1(b)), such stockholder or
beneficial owner must, in the case of a proposal, have delivered a proxy
statement and form of proxy to holders of at least the percentage of the
Corporation's voting shares required under applicable law to carry any such
proposal, or, in the case of a nomination or nominations, have delivered a proxy
statement and form of proxy to holders of a percentage of the Corporation's
voting shares reasonably believed by such stockholder or beneficial owner to be
sufficient to elect the nominee or nominees proposed to be nominated by such
stockholder, and must, in either case, have included in such materials the
Solicitation Notice, and (iv) if no Solicitation Notice relating thereto has
been timely provided pursuant to this section, the stockholder or beneficial
owner proposing such business or nomination must not have solicited a number of


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proxies sufficient to have required the delivery of such a Solicitation Notice
under this Section 1(b). To be timely, a stockholder's notice shall be delivered
to the Secretary at the principal executive offices of the Corporation not later
than the close of business on the ninetieth (90th) day nor earlier than the
close of business on the one hundred twentieth (120th) day 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 advanced more than thirty (30)
days prior to or delayed by more than thirty (30) days after the anniversary of
the preceding year's annual meeting, notice by the stockholder to be timely must
be so delivered not earlier than the close of business on the one hundred
twentieth (120th) day prior to such annual meeting and not later than the close
of business on the later of the ninetieth (90th) day prior to such annual
meeting or the tenth (10th) day following the day on which public announcement
of the date of such meeting is first made. In no event shall the public
announcement of an adjournment of an annual meeting commence a new time period
for the giving of a stockholder's notice as described above. 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 in an election contest, or is otherwise required, in each
case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "1934 Act") and Rule 14a-11 thereunder (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 any other business that the
stockholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (C) as to the stockholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made (i) the name and
address of such stockholder, as they appear on the Corporation's books, and of
such beneficial owner, (ii) the class and number of shares of the Corporation
which are owned beneficially and of record by such stockholder and such
beneficial owner, and (iii) whether either such stockholder or beneficial owner
intends to deliver a proxy statement and form of proxy to holders of, in the
case of the proposal, at least the percentage of the Corporation's voting shares
required under applicable law to carry the proposal or, in the case of a
nomination or nominations, a sufficient number of holders of the Corporation's
voting shares to elect such nominee or nominees (an affirmative statement of
such intent, a "Solicitation Notice").

         (c) Notwithstanding anything in the second sentence of Article II,
Section 1(b) of these Bylaws to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the Corporation is
increased and there is no public announcement naming all of the nominees for
director or specifying the size of the increased Board of Directors made by the
Corporation at least one hundred (100) days prior to the first anniversary of
the preceding year's annual meeting, a stockholder's notice required by this
Article II, Section 1 shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the tenth (10th) day following the day
on which such public announcement is first made by the Corporation.

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         (d) Only such persons who are nominated in accordance with the
procedures set forth in this Article II, Section 1 shall be eligible to serve as
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this Article II, Section 1. Except as otherwise provided by law,
the Chairman of the meeting shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the meeting was made,
or proposed, as the case may be, in accordance with the procedures set forth in
these Bylaws and, if any proposed nomination or business is not in compliance
with these Bylaws, to declare that such defective proposal or nomination shall
not be presented for stockholder action at the meeting and shall be disregarded.

         (e) Notwithstanding the foregoing provisions of this Article II,
Section 1, in order to include information with respect to a stockholder
proposal in the proxy statement and form of proxy for a stockholder's meeting,
stockholders must provide notice as required by the regulations promulgated
under the 1934 Act. Nothing in these Bylaws shall be deemed to affect any rights
of stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the 1934 Act.

         (f) For purposes of this Article II, Section 1, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the 1934 Act.

SECTION 2. SPECIAL MEETINGS.

         (a) Special meetings of the stockholders of the Corporation may be
called, for any purpose or purposes, by (i) the Chairman of the Board of
Directors, (ii) the Chief Executive Officer, or (iii) the Board of Directors
pursuant to a resolution adopted by a majority of the total number of authorized
directors (whether or not there exist any vacancies in previously authorized
directorships at the time any such resolution is presented to the Board of
Directors for adoption).

         (b) If a special meeting is properly called by any person or persons
other than the Board of Directors, the request shall be in writing, specifying
the general nature of the business proposed to be transacted, and shall be
delivered personally or sent by registered mail or by telegraphic or other
facsimile transmission to the Chairman of the Board of Directors, the Chief
Executive Officer, or the Secretary of the Corporation. No business may be
transacted at such special meeting otherwise than specified in such notice. The
Board of Directors shall determine the time and place of such special meeting,
which shall be held not less than thirty-five (35) nor more than one hundred
twenty (120) days after the date of the receipt of the request. Upon
determination of the time and place of the meeting, the officer receiving the
request shall cause notice to be given to the stockholders entitled to vote, in
accordance with the provisions of Article II, Section 4 of these Bylaws. If the
notice is not given within one hundred (100) days after the receipt of the
request, the person or persons properly requesting the meeting may set the time
and place of the meeting and give the notice. Nothing contained in this Section
2(b) shall be construed as limiting, fixing, or affecting the time when a
meeting of stockholders called by action of the Board of Directors may be held.

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         (c) Nominations of persons for election to the Board of Directors may
be made at a special meeting of stockholders at which directors are to be
elected pursuant to the Corporation's notice of meeting (i) by or at the
direction of the Board of Directors or (ii) by any stockholder of the
Corporation who is a stockholder of record at the time of giving notice provided
for in these Bylaws who shall be entitled to vote at the meeting and who
complies with the notice procedures set forth in this Section 2(c). In the event
the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors, any such stockholder
may nominate a person or persons (as the case may be), for election to such
position(s) as specified in the Corporation's notice of meeting, if the
stockholder's notice required by Article II, Section 1(b) of these Bylaws shall
be delivered to the Secretary at the principal executive offices of the
Corporation not earlier than the close of business on the one hundred twentieth
(120th) day prior to such special meeting and not later than the close of
business on the later of the ninetieth (90th) day prior to such meeting or the
tenth (10th) day following the day on which public announcement is first made of
the date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting. In no event shall the public
announcement of an adjournment of a special meeting commence a new time period
for the giving of a stockholder's notice as described above.

SECTION 3. PLACE OF MEETING. The Board of Directors may designate any place,
either within or without the State of Nevada, unless otherwise prescribed by
statute, as the place of meeting for any annual meeting or for any special
meeting. A waiver of notice signed by all stockholders entitled to vote at a
meeting may designate any place, either within or without the State of Nevada,
unless otherwise prescribed by statute, as the place for the holding of such
meeting. If no designation is made, the place of the meeting will be the
principal office of the Corporation.

SECTION 4. NOTICE OF MEETING. Written notice stating the place, day and hour of
the meeting and, in case of a special meeting, the purpose or purposes for which
the meeting is called, shall unless otherwise prescribed by statute, be
delivered not less than ten (10) days nor more than sixty (60) days before the
date of the meeting, to each stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the stockholder at his/her address as it
appears on the stock transfer books of the Corporation, with postage thereon
prepaid.

SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD. For the purpose of
determining stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or stockholders entitled to receive
payment of any dividend, or in order to make a determination of stockholders for
any other proper purpose, the Board of Directors of the Corporation may provide
that the stock transfer books shall be closed for a stated period, but not to
exceed in any case sixty (60) days. If the stock transfer books shall be closed
for the purpose of determining stockholders entitled to notice of or to vote at
a meeting of stockholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not more than sixty
(60) days and, in case of a meeting of stockholders, not less than ten (10) days
prior to the date on which the particular action requiring such determination of
stockholders is to be taken. If the stock transfer books are not closed and no
record date is fixed for determination of stockholders entitled to notice of or
to vote at a meeting of stockholders, or stockholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the


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date on which the resolution of the Board of Directors declaring such dividend
is adopted, as the case may be, shall be the record date for such determination
of stockholders. When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.

SECTION 6. VOTING LISTS. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make a complete list of the
stockholders entitled to vote at each meeting of stockholders or at any
adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares held by each. Such list shall be produced and kept open at the
time and place of the meeting and shall be subject to the inspection of any
stockholder during the whole time of the meeting for the purposes thereof.

SECTION 7. QUORUM. A majority of the outstanding shares of the Corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of stockholders. If less than a majority of the outstanding shares
are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. The stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.

SECTION 8. PROXIES. At all meetings of stockholders, a stockholder may vote in
person or by proxy executed in writing by the stockholder by his/her duly
authorized attorney-in-fact. Such proxy shall be filed with the secretary of the
Corporation before or at the time of the meeting.

SECTION 9. VOTING OF SHARES. Each outstanding share entitled to vote shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
stockholders.

SECTION 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of
another corporation may be voted by such officer, agent or proxy as the Bylaws
of such corporation may prescribe or, in the absence of such provision, as the
Board of Directors of such corporation may determine. Shares held by an
administrator, executor, guardian or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name. Shares standing in the name of a receiver
may be voted by such receiver, and the shares held by or under the control of a
receiver may be voted by such receiver without the transfer thereof into his
name, if authority to do so be contained in an appropriate order of the court by
which such receiver was appointed.

A stockholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the Corporation shall not be voted,
directly or indirectly, at any meeting, and shall not be counted in determining
the total number of outstanding shares at any given time.

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SECTION 11. INFORMAL ACTION BY STOCKHOLDERS. Unless otherwise provided by law,
any action required to be taken at a meeting of the stockholders, or any other
action which may be taken at a meeting of the stockholders, may be taken without
a meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the stockholders entitled to vote with respect to the subject
matter thereof.

                                  ARTICLE III
                               BOARD OF DIRECTORS

SECTION 1. GENERAL 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 Articles of
Incorporation or by statute expressly conferred upon or reserved to the
stockholders.

SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the
Corporation shall be fixed by the Board of Directors, but in no event shall be
less than one (1). Each director shall hold office until the next annual meeting
of stockholders and until his/her successor shall have been elected and
qualified.

SECTION 3. REGULAR MEETINGS. A regular meeting of the Board of Directors shall
be held without other notice than this Bylaw immediately after, and at the same
place as, the annual meeting of stockholders. The Board of Directors may
provide, by resolution, the time and place for the holding of additional regular
meetings without notice other than such resolution.

SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by or at the request of the President or any two directors. The person or
persons authorized to call special meetings of the Board of Directors may fix
the place for holding any special meeting of the Board of Directors called by
them.

SECTION 5. NOTICE. Notice of any special meeting shall be given at least one (1)
day previous thereto by written notice delivered personally or mailed to each
director at his business address, or by telegram. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail so addressed,
with postage thereon prepaid. If notice be given by telegram, such notice shall
be deemed to be delivered when the notice be given to the telegraph company. Any
directors may waive notice of any meeting. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.

SECTION 6. QUORUM. A majority of the number of directors fixed by Section 2 of
this Article shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such majority is present at
a meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.

SECTION 7. TELEPHONIC MEETING. A meeting of the Board of Directors may be had by
means of a telephone conference or similar communications equipment by which all
persons participating in the meeting can hear each other, and the participation
in a meeting under such circumstances shall constitute presence at the meeting.

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SECTION 8. MANNER OF ACTING. The act of the majority of the directors present at
a meeting at which a quorum is present shall be the act of the Board of
Directors.

SECTION 9. ACTION WITHOUT A MEETING. Any action that may be taken by the Board
of Directors at a meeting may be taken without a meeting if a consent in
writing, setting forth the action so to be taken, shall be signed before such
action by all of the directors.

SECTION 10. VACANCIES. Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the Board of Directors, unless otherwise provided by law.
A director elected to fill a vacancy shall be elected for the unexpired term of
his/her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election the Board of
Directors for a term of office continuing only until the next election of
directors by the stockholders.

SECTION 11. 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
shall 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 12. REMOVAL. Any director may be removed with or without cause at any
time by the affirmative vote of stockholders holding of record in the aggregate
at least a majority of the outstanding shares of stock of the Corporation at a
special meeting of the stockholders called for that purpose, and may be removed
for cause by action of the Board.

SECTION 13. COMPENSATION. By resolution of the Board of Directors, each director
may be paid for his/her expenses, if any, of attendance at each meeting of the
Board of Directors, and may be paid a stated salary as director or a fixed sum
for attendance at each meeting of the Board of Directors or both. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

SECTION 14. CONTRACTS. 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 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 corporations, provided that
such facts are disclosed or made known to the Board of Directors, prior to their
authorizing such transaction. Any director, personally and individually, may be
a party to or may be interested in any contract or transaction of this
Corporation, and no directors 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 prior to their authorization of such contract or
transaction, 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, 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 15. 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 committee and such other committees, and alternate members
thereof, as they may deem desirable, with such powers and authority (to the
extent permitted by law) as may be provided in such resolution. Each such
committee shall serve at the pleasure of the Board.

SECTION 16. PRESUMPTION OF ASSENT. A director of the Corporation who is present
at a meeting of the Board of Directors at which action on any corporate matter
is taken shall be presumed to have assented to the action taken unless his/her
dissent shall be entered into the minutes of the meeting or unless he/she shall
file written dissent to such action with the person acting as the Secretary of
the meeting before the adjournment thereof, or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.

SECTION 17. CHAIRMAN AND VICE CHAIRMAN. The Board of Directors shall elect a
Chairman, who shall preside at all meetings of the Board of Directors, and shall
have such other powers and duties as may from time to time be assigned by the
Board of Directors or prescribed by the Bylaws. The Board may also appoint a
Vice Chairman, who shall preside at all meetings of the Board of Directors in
the absence of the Chairman, and shall have such other powers and duties as may
from time to time be assigned by the Board of Directors or prescribed by the
Bylaws.

                                   ARTICLE IV
                                    OFFICERS

SECTION 1. NUMBER. The officers of the Corporation shall be a President, one or
more Vice Presidents, a Secretary, and a Treasurer, each of whom shall be
elected by the Board of Directors. Such other officers and assistant officers as
may be deemed necessary may be elected or appointed by the Board of Directors,
including a Chairman of the Board. In its discretion, the Board of Directors may
leave unfilled for any such period as it may determine any office except those
of President and Secretary. Any two or more offices may be held by the same
person. Officers may be directors or stockholders of the Corporation.

SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation to be
elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the stockholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be. Each officer shall hold office until his/her successor shall have been duly
elected and shall have qualified, or until his/her death, or until he/she shall
resign or shall have been removed in the manner hereinafter provided.

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SECTION 3. 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 4. REMOVAL. Any officer or agent may be removed by the Board of
Directors whenever, in its judgment, the best interests of the Corporation will
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
or agent shall not of itself create contract rights, and such appointment shall
be terminable at will.

SECTION 5. VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the Board of Directors
for the unexpired portion of the term.

SECTION 6. PRESIDENT. The President shall be the principal executive officer of
the Corporation and, subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the
Corporation. He/she shall, when present, preside at all meetings of the
stockholders and of the Board of Directors, unless there is a Chairman of the
Board, in which case the Chairman will preside, or if the Chairman is absent,
the Vice Chairman of the Board shall preside. The President may sign, with the
Secretary or any other proper officer of the Corporation thereunto authorized by
the Board of Directors, certificates for shares of the Corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the Board of Directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.

SECTION 7. VICE PRESIDENT. In the absence of the President or in event of
his/her death, inability or refusal to act, the Vice President shall perform the
duties of the President, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the President. The Vice President shall
perform such other duties as from time to time may be assigned by the President
or by the Board of Directors. If there is more than one Vice President, each
Vice President shall succeed to the duties of the President in order of rank as
determined by the Board of Directors. If no such rank has been determined, then
each Vice President shall succeed to the duties of the President in order of
date of election, the earliest date having first rank.

SECTION 8. SECRETARY. The Secretary shall: (a) keep the minutes of the
proceedings of the stockholders and of the Board of Directors in one or more
minute book provided for that purpose; (b) see that all notices are duly given
in accordance with the provisions of these Bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all documents, the execution of
which on behalf of the Corporation under its seal is duly authorized; (d) keep a
register of the post office address of each stockholder which shall be furnished
to the Secretary by such stockholder; (e) sign with the president certificates
for shares of the Corporation, the issuance of which shall have been authorized
by resolution of the Board of Directors; (f) have general charge of the stock
transfer books of the Corporation; and (g) in general perform all duties
incident to the office of the Secretary and such other duties as from time to
time may be assigned by the President or by the Board of Directors.

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SECTION 9. TREASURER. The Treasurer shall: (a) have charge and custody of and be
responsible for all funds and securities of the Corporation; (b) receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever, and deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of Article VI of these Bylaws; and (c) in general perform
all of the duties incident to the office of Treasurer and such other duties as
from time to time may be assigned to him by the President or by the Board of
Directors.

SECTION 10. SALARIES. The salaries of the officers shall be fixed from time to
time by the Board of Directors, and no officer shall be prevented from receiving
such salary by reason of the fact that he/she is also a director of the
corporation.

SECTION 11. 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/her
duties to the Corporation, including responsibility for negligence for the
accounting for all property, funds or securities of the Corporation which may
come into his/her hands.

SECTION 12. SHARES OF STOCK OF OTHER CORPORATIONS. Whenever the Corporation is
the holder of shares of stock of any other corporation, any right of power of
the Corporation as such stockholder (including the attendance, acting and voting
at stockholders' 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
                                    INDEMNITY

The Corporation shall indemnify its directors, officers and employees as
follows:

Every director, officer, or employee of the Corporation shall be indemnified by
the Corporation against all expenses and liabilities, including counsel fees,
reasonably incurred by or imposed upon him/her in connection with any proceeding
to which he/she may be made a party, or in which he/she may become involved, by
reason of being or having been 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 the Corporation, partnership, joint
venture, trust or enterprise, or any settlement thereof, whether or not he/she
is a director, officer, employee or agent at the time such expenses are
incurred, except in such cases wherein the director, officer, employee or agent
is adjudged guilty of willful misfeasance or malfeasance in the performance of
his/her duties; provided that in the event of a settlement the indemnification
herein shall apply only when the Board of Directors approves such settlement and
reimbursement as being for the best interests of the Corporation.

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<PAGE>

The Corporation shall provide to 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 the corporation,
partnership, joint venture, trust or enterprise, the indemnity against expenses
of a suit, litigation or other proceedings which is specifically permissible
under applicable law.

The Board of Directors may, in its discretion, direct the purchase of liability
insurance by way of implementing the provisions of this Article.

                                   ARTICLE VI
                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.

SECTION 2. LOANS. No loans shall be contracted on behalf of the Corporation and
no evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.

SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation, shall be signed by such officer or officers, agent or agents of
the Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.

SECTION 4. DEPOSITS. All funds of the Corporation not otherwise employed shall
be deposited from time to time to the credit of the Corporation in such banks,
trust companies or other depositories as the Board of Directors may select.

                                   ARTICLE VII
                                 SHARES OF STOCK

SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the
Corporation shall be in such a form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President, Chairman or Vice
Chairman and by the Secretary or by such other officers authorized by law and by
the Board of Directors to do so, and sealed with the corporate seal. All
certificates for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be entered on the
stock transfer books of the Corporation. All certificates surrendered to the
Corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and canceled, except that in the case of a lost, destroyed or
mutilated certificate, a new one may be issued therefor upon such terms and
indemnity to the Corporation as the Board of Directors may prescribe.

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<PAGE>

SECTION 2. TRANSFER OF SHARES. Transfer of shares of the Corporation shall be
made only on the stock transfer books of the Corporation by the holder of record
thereof or by his/her legal representative, who shall furnish proper evidence of
authority to transfer, or by his/her attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such shares. The person in
whose name shares stand on the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes. Provided, however, that
upon any action undertaken by the stockholders to elect S Corporation status
pursuant to Section 1362 of the Internal Revenue Code and upon any stockholders'
agreement thereto restricting the transfer of said shares so as to disqualify
said S Corporation status, said restriction on transfer shall be made a part of
the Bylaws so long as said agreement is in force and effect.

                                  ARTICLE VIII
                                   FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of January and
end on the thirty first day of December of each year.

                                   ARTICLE IX
                                    DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may
pay, dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law and its Articles of Incorporation.

                                   ARTICLE X
                                 CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the Corporation and the state
of incorporation and the words "Corporate Seal".

                                   ARTICLE XI
                                WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to
any stockholder or director of the Corporation under the provisions of these
Bylaws or under the provisions of the Articles of Incorporation or under the
provisions of the applicable Business Corporation Act, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

                                   ARTICLE XII
                                   AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted
by the Board of Directors at any regular or special meeting of the Board of
Directors.

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<PAGE>

The above Amended and Restated Bylaws are certified to have been adopted by the
Board of Directors of the Corporation on the 12th day of December, 2004. A
correction to Article II, Section 5 was incorporated pursuant to an Addendum to
Minutes of Board of Directors Meeting Held November 6, 2002, which addendum was
accepted into the minutes September 20, 2005.

/s/ William G. Kachioff

-------------------------------
William G. Kachioff
Secretary



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