**EXHIBIT
      3.4**





**AMENDED
      AND RESTATED BYLAWS**


**OF**


**AIRSPAN
      NETWORKS INC.**





**Amended
      and Restated as of March 15, 2007**





These
      Amended and Restated Bylaws are promulgated pursuant to the Washington Business
      Corporation Act, as set forth in Title 23B of the Revised Code of Washington
      (the "Act").





**ARTICLE
      I**


**SHAREHOLDERS**





1.1  Annual
      Meeting





1.1.1  Time
      and Place of Meeting .
      The
      annual meeting of the shareholders of the corporation for the election of
      Directors and for the transaction of such other business as may properly come
      before the meeting shall be held each year at a place, day, and time to be
      set
      by the Board of Directors.





1.1.2  Business
      Conducted at Meeting .





(a)
      At an
      annual meeting of shareholders, an item of business may be conducted, and a
      proposal may be considered and acted upon, only if such item or proposal is
      brought before the meeting (i) by, or at the direction of, the Board of
      directors, or (ii) by any shareholder of the corporation who is entitled to
      vote
      at the meeting and who complies with the procedures set forth in the remainder
      of this Section 1.1.2. This Section 1.1.2 shall not apply to matters of
      procedure that, pursuant to Section 10.3(a) of these Bylaws, are subject to
      the
      authority of the chairman of the meeting.





(b)
      For a
      shareholder to cause a proposal to be included in the corporation’s proxy
      statement relating to the annual meeting, the shareholder must have given timely
      notice thereof in writing to the Secretary of the corporation. To be timely,
      a
      shareholder's notice must be delivered to or mailed and received by the
      Secretary not fewer than one hundred twenty (120) days nor more than one hundred
      fifty (150) days prior to the date the corporation’s proxy statement was
      released to the shareholders in connection with the previous year’s annual
      meeting. However, if the corporation did not hold an annual meeting the previous
      year, or if the date of the subject annual meeting has been changed by more
      than
      thirty (30) days from the date of the previous year’s meeting, then the deadline
      is a reasonable time before the corporation begins to print and mail its proxy
      materials. For a shareholder to cause a proposal to be included in the
      corporation’s proxy statement relating to a meeting of shareholders other than a
      regularly scheduled annual meeting, to be timely, the shareholders notice must
      be delivered to or mailed or received by the Secretary within a reasonable
      time
      before the corporation begins to print and mail its proxy materials. For a
      shareholder to cause a proposal to be brought before a meeting of the
      shareholders, the shareholder must (i) otherwise have the right to submit the
      proposal; and, (ii) have provided the Secretary written notice of such proposal
      within ten (10) days after delivery notice of the meeting. Any shareholder
      notice shall set forth (i) the name and address of the shareholder proposing
      such business; (ii) a representation that the shareholder is entitled to vote
      at
      such meeting and a statement of the number of shares of the corporation which
      are beneficially owned by the shareholder; (iii) a representation that the
      shareholder intends to appear in person or by proxy at the meeting to propose
      such business; and (iv) as to each matter the shareholder 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,
      the
      language of the proposal (if appropriate), and any material interest of the
      shareholder in such business. If the facts warrant, the Board of Directors,
      or
      the chairman of the annual meeting of shareholders, may declare that business
      was not properly brought before the meeting in accordance with the provisions
      of
      this Section 1.1.2(b) and, if it is so determined, any such business not
      properly brought before the meeting shall not be transacted. The procedures
      set
      forth in this Section 1.1.2(b) for business to be properly brought before a
      meeting by a shareholder are in addition to, and not in lieu of, the
      requirements set forth in Rule 14a-8 promulgated under Section 14 of the
      Securities Exchange Act of 1934, or any successor provision.








(c) Business
      at Special Meetings .
      At any
      special meeting of the shareholders, only such business as is specified in
      the
      notice of such special meeting given by or at the direction of the person or
      persons calling such meeting, in accordance with Section 1.2, shall come before
      such meeting.





(d) Notice
      to Corporation .
      Any
      written notice required to be delivered by a shareholder to the corporation
      pursuant to Section 1.1.2 must be given, either by personal delivery or by
      registered or certified mail, postage prepaid, to the Secretary at the
      corporation's principal executive office.





1.2  Special
      Meetings .
      Special
      meetings of the shareholders for any purpose or purposes may be called at any
      time by the Board of Directors, the President or the Secretary or by one or
      more
      shareholders holding not less than twenty-five percent (25%) of all the shares
      entitled to be cast on any issue proposed to be considered at that meeting,
      to
      be held at such time and place as the Board or the Chairman (if one be
      appointed) or the President may prescribe.





1.3  Notice
      of Meetings .
      Except
      as otherwise provided below, the Secretary, Assistant Secretary, or any transfer
      agent of the corporation shall give, in any manner permitted by law, not less
      than ten (10) nor more than sixty (60) days before the date of any meeting
      of
      shareholders, written notice stating the place, day, and time of the meeting
      to
      each shareholder of record entitled to vote at such meeting. If mailed, notice
      to a shareholder shall be effective when mailed, with first-class postage
      thereon prepaid, correctly addressed to the shareholder at the shareholder's
      address as it appears on the current record of shareholders of the corporation.
      Otherwise, written notice shall be effective at the earliest of the following:
      (a) when received, (b) five (5) days after its deposit in the United States
      mail, as evidenced by the postmark, if mailed with first-class postage, prepaid,
      and correctly addressed, or (c) on the date shown on the return receipt, if
      sent
      by registered or certified mail, return receipt requested, and the receipt
      is
      signed by or on behalf of the addressee.





1.3.1  Notice
      of Special Meeting .
      In the
      case of a special meeting, the written notice shall also state with reasonable
      clarity the purpose or purposes for which the meeting is called and the general
      nature of the business proposed to be transacted at the meeting. No business
      other than that within the purpose or purposes specified in the notice may
      be
      transacted at a special meeting.





1.3.2  Proposed
      Articles of Amendment, Merger, Exchange, Sale, Lease or
      Disposition .
      If the
      business to be conducted at any meeting includes any proposed amendment to
      the
      Articles of Incorporation or any proposed merger or exchange of shares, or
      any
      proposed sale, lease, exchange, or other disposition of all or substantially
      all
      of the property and assets (with or without the goodwill) of the corporation
      not
      in the usual or regular course of its business, then the written notice shall
      state that the purpose or one of the purposes is to consider the proposed
      amendment or plan of merger, exchange of shares, sale, lease, exchange, or
      other
      disposition, as the case may be, shall describe the proposed action with
      reasonable clarity, and shall be accompanied by a copy of the proposed amendment
      or plan. Written notice of such meeting shall be given to each shareholder
      of
      record, whether or not entitled to vote at such meeting, not less than twenty
      (20) days before such meeting, in the manner provided in Section 1.3
      above.




2





1.3.3  Proposed
      Dissolution .
      If the
      business to be conducted at any meeting includes the proposed voluntary
      dissolution of the corporation, then the written notice shall state that the
      purpose or one of the purposes is to consider the advisability thereof. Written
      notice of such meeting shall be given to each shareholder of record, whether
      or
      not entitled to vote at such meeting, not less than twenty (20) days before
      such
      meeting, in the manner provided in Section 1.3 above.





1.3.4  Declaration
      of Mailing .
      A
      declaration of the mailing or other means of giving any notice of any
      shareholders' meeting, executed by the Secretary, Assistant Secretary, or any
      transfer or other agent of the corporation giving the notice, shall be prima
      facie evidence of the giving of such notice.





1.3.5  Waiver
      of Notice .
      A
      shareholder may waive notice of any meeting at any time, either before or after
      such meeting. Except as provided below, the waiver must be in writing, be signed
      by the shareholder entitled to the notice, and be delivered to the corporation
      for inclusion in the minutes or filing with the corporate records. A
      shareholder's attendance at a meeting in person or by proxy waives objection
      to
      lack of notice or defective notice of the meeting unless the shareholder at
      the
      beginning of the meeting objects to holding the meeting or transacting business
      at the meeting on the ground that the meeting is not lawfully called or
      convened. In the case of a special meeting, or an annual meeting at which
      fundamental corporate changes are considered, a shareholder waives objection
      to
      consideration of a particular matter that is not within the purpose or purposes
      described in the meeting notice unless the shareholder objects to considering
      the matter when it is presented.





1.4  Quorum;
      Vote Requirement .
      A
      quorum shall exist at any meeting of shareholders if a majority of the votes
      entitled to be cast is represented in person or by proxy. Once a share is
      represented for any purpose at a meeting other than solely to object to holding
      the meeting or transacting business at the meeting, it is deemed present for
      quorum purposes for the remainder of the meeting and for any adjournment of
      that
      meeting unless a new record date is or must be set for that adjourned meeting.
      Subject to the foregoing, the determination of the voting groups entitled to
      vote (as required by law), and the quorum and voting requirements applicable
      thereto, must be made separately for each matter being considered at a meeting.
      In the case of any meeting of shareholders that is adjourned more than once
      because of the failure of a quorum to attend, those who attend the third
      convening of such meeting, although less than a quorum, shall nevertheless
      constitute a quorum for the purpose of electing directors, provided that the
      percentage of shares represented at the third convening of such meeting shall
      not be less than one-third of the shares entitled to vote.





If
      a
      quorum exists, action on a matter (other than the election of directors) is
      approved by a voting group if the votes cast within the voting group favoring
      the action exceed the votes cast within the voting group opposing the action
      unless a greater number of affirmative votes is required by law or by the
      Articles of Incorporation.





1.5  Adjourned
      Meetings .
      An
      adjournment or adjournments of any shareholders' meeting, whether by reason
      of
      the failure of a quorum to attend or otherwise, may be taken to such date,
      time,
      and place as the chairman of the meeting may determine without new notice being
      given if the date, time, and place are announced at the meeting at which the
      adjournment is taken. However, if the adjournment is for more than thirty (30)
      days from the date set for the original meeting, a new record date for the
      adjourned meeting shall be fixed and a new notice of the adjourned meeting
      shall
      be given to each shareholder of record entitled to vote at the adjourned
      meeting, in accordance with the provisions of Section 1.3 of these Bylaws.
      At
      any adjourned meeting, the corporation may transact any business which might
      have been transacted at the original meeting. Any meeting at which directors
      are
      to be elected shall be adjourned only from day to day until such directors
      are
      elected.




3





1.6  Fixing
      Record Date .
      For the
      purpose of determining shareholders entitled to notice of or to vote at any
      meeting of shareholders (or, subject to Section 1.5 above, any adjournment
      thereof), the Board of Directors may fix in advance a date as the record date
      for any such determination of shareholders, such date in any case to be not
      more
      than seventy (70) days prior to the meeting. If no such record date is fixed
      for
      the determination of shareholders entitled to notice of or to vote at a meeting
      of shareholders, then the day before the first notice is delivered to
      shareholders shall be the record date for such determination of shareholders.
      If
      no notice is given because all shareholders entitled to notice have waived
      notice, then the record date for the determination of shareholders entitled
      to
      notice of or to vote at a meeting shall be the date on which the last such
      waiver of notice was obtained. When a determination of shareholders entitled
      to
      vote at any meeting of shareholders has been made as provided in this section,
      such determination shall apply to any adjournment thereof, except as provided
      in
      Section 1.5 of these Bylaws. If no notice is given because shareholders holding
      of record or otherwise entitled to vote in the aggregate not less than the
      minimum number of votes necessary in order to take such action by written
      consent have signed a consent, the record date for determining shareholders
      entitled to take action without a meeting is the date the first shareholder
      signs the consent.





1.7  Shareholders'
      List for Meeting .
      The
      corporation shall cause to be prepared an alphabetical list of the names of
      all
      of its shareholders on the record date who are entitled to notice of a
      shareholders' meeting or any adjournment thereof. The list must be arranged
      by
      voting group (and within each voting group by class or series of shares) and
      show the address of and the number of shares held by each shareholder. The
      shareholders' list must be available for inspection by any shareholder,
      beginning ten (10) days prior to the meeting and continuing through the meeting,
      at the principal office of the corporation or at a place identified in the
      meeting notice in the city where the meeting will be held. Such list shall
      be
      produced and kept open at the time and place of the meeting. During such ten-day
      period, and during the whole time of the meeting, the shareholders' list shall
      be subject to the inspection of any shareholder, or the shareholder's agent
      or
      attorney. In cases where the record date is fewer than ten (10) days prior
      to
      the meeting because notice has been waived by all shareholders, the Secretary
      shall keep such record available for a period from the date the first waiver
      of
      notice was delivered to the date of the meeting. Failure to comply with the
      requirements of this section shall not affect the validity of any action taken
      at the meeting.





1.8  Ratification .
      Subject
      to the requirements of RCW 23B.08.730 and 23B.19.040, any contract, transaction,
      or act of the corporation or of any director or officer of the corporation
      that
      shall be authorized, approved, or ratified by the affirmative vote of a majority
      of shares represented at a meeting at which a quorum is present shall, insofar
      as permitted by law, be as valid and as binding as though ratified by every
      shareholder of the corporation.





1.9  Telephonic
      Meetings .
      Shareholders may participate in a meeting by any means of communication by
      which
      all persons participating in the meeting can hear each other during the meeting,
      and participation by such means shall constitute presence in person at a
      meeting.





1.10  Action
      By Less than Unanimous Consent .
      To the
      extent permitted by the Act, the taking of action by shareholders without a
      meeting by less than unanimous written consent of all shareholders entitled
      to
      vote on the action shall be permitted. Notice of the taking of such action
      shall
      be given to those shareholders entitled to vote on the action who have not
      consented in writing (and, if the Act would otherwise require that notice of
      a
      meeting of shareholders to consider the action be given to nonvoting
      shareholders, to all nonvoting shareholders), in writing, describing with
      reasonable clarity the general nature of the action, and accompanied by the
      same
      material that, under the Act, would have been required to be sent to
      nonconsenting (or nonvoting) shareholders in a notice of meeting at which the
      action would have been submitted for shareholder action. Such notice shall
      be
      either (i) by deposit in the U.S. mail before the action becomes effective,
      with
      first-class postage thereon prepaid, correctly addressed to each shareholder
      entitled thereto at the shareholder's address as it appears on the current
      record of shareholders of the Corporation; or (ii) by personal delivery, courier
      service, wire or wireless equipment, telegraphic or other facsimile
      transmission, or any other electronic means which transmits a facsimile of
      such
      communication correctly addressed to each shareholder entitled thereto at the
      shareholder's physical address, electronic mail address, or facsimile number,
      as
      it appears on the current record of shareholders of the Corporation. Notice
      under clause (i) shall be given at least seventy-two (72) hours, and notice
      under clause (ii) shall be given at least twenty-four (24) hours before the
      action becomes effective.




4





**ARTICLE
      II**


**BOARD
      OF DIRECTORS**





2.1  Responsibility
      of Board of Directors .
      The
      business and affairs and property of the corporation shall be managed under
      the
      direction of a Board of Directors. A director shall discharge the duties of
      a
      director, including duties as a member of a committee, in good faith, with
      the
      care an ordinarily prudent person in a like position would exercise under
      similar circumstances, and in a manner the director reasonably believes to
      be in
      the best interests of the corporation.





2.2  Number
      of Directors; Qualification .
      The
      Board shall consist of five (5) to nine (9) directors. The exact number of
      directors of the corporation shall be nine (9) until amended in accordance
      with
      these Bylaws. No reduction of the authorized number of directors shall have
      the
      effect of removing any director before that director's term of office expires.
      If a greater or lesser number of directors than is specified as the range of
      the
      size of the Board in this section is elected by the shareholders, then election
      of that number shall automatically be deemed to constitute an amendment to
      these
      Bylaws. No director need be a shareholder of the corporation or a resident
      of
      Washington. Each director must be at least eighteen (18) years of
      age.





2.3  Vacancies .
      Except
      as otherwise provided by law, any vacancy occurring in the Board of Directors
      (whether caused by resignation, death, or otherwise) may be filled by the
      affirmative vote of a majority of the directors present at a meeting of the
      Board at which a quorum is present, or, if the directors in office constitute
      less than a quorum, by the affirmative vote of a majority of all of the
      directors in office. Notice shall be given to all of the remaining directors
      that such vacancy will be filled at the meeting. However, if the vacant office
      was held by a director elected by a voting group composed of less than all
      of
      the voting shareholders, then the Board of Directors shall not have the power
      to
      fill such vacancy. A director elected to fill any vacancy shall hold office
      until the next meeting of shareholders at which directors are elected, and
      until
      his or her successor shall have been elected and qualified.





2.4  Removal .
      One or
      more members of the Board of Directors (including the entire Board) may be
      removed, with or without cause, at a special meeting of shareholders called
      expressly for that purpose. A director (or the entire Board) may be removed
      if
      the number of votes cast in favor of removing such director (or the entire
      Board) exceeds the number of votes cast against removal; provided that, if
      a
      director (or the entire Board) has been elected by one or more voting groups,
      only those voting groups may participate in the vote as to removal. However,
      if
      the Articles of Incorporation grant shareholders the right to cumulate their
      votes in the election of directors, a director may not be removed if a number
      of
      votes sufficient to elect such director under cumulative voting (computed on
      the
      basis of the number of votes actually cast at the meeting on the question of
      removal) is cast against such director's removal.





2.5  Resignation .
      A
      director may resign at any time by delivering written notice to the Board of
      Directors, its Chairman, the President, or the Secretary. A resignation is
      effective when the notice is delivered unless the notice specifies a later
      effective date.




5





2.6  Annual
      Meeting .
      The
      first meeting of each newly elected Board of Directors shall be known as the
      annual meeting thereof and shall be held without notice immediately after the
      annual shareholders' meeting or any special shareholders' meeting at which
      a
      Board is elected. Such meeting shall be held at the same place as such
      shareholders' meeting unless some other place shall be specified by resolution
      of the shareholders.





2.7  Regular
      Meetings .
      Regular
      meetings of the Board of Directors may be held at such place, day, and time
      as
      shall from time to time be fixed by resolution of the Board without notice
      other
      than the delivery of such resolution as provided in Section 2.10
      below.





2.8  Special
      Meetings .
      Special
      meetings of the Board of Directors may be called by the President or the
      Chairman of the Board (if one be appointed) or any two or more directors, to
      be
      held at such place, day, and time as specified by the person or persons calling
      the meeting.





2.9  Notice
      of Meeting .
      Notice
      of the place, day, and time of any meeting of the Board of Directors for which
      notice is required shall be given, at least two (2) days preceding the day
      on
      which the meeting is to be held, by the Secretary or an Assistant Secretary,
      or
      by the person calling the meeting, in any manner permitted by law, including
      orally. Any oral notice given by personal communication over the telephone
      or
      otherwise may be communicated either to the director or to a person at the
      office of the director who, the person giving the notice has reason to believe,
      will promptly communicate it to the director. Notice shall be deemed to have
      been given on the earliest of (a) the day of actual receipt, (b) five (5) days
      after the day on which written notice is deposited in the United States mail,
      as
      evidenced by the postmark, with first-class postage prepaid, and correctly
      addressed, or (c) on the date shown on the return receipt, if sent by registered
      or certified mail, return receipt requested, and the receipt is signed by or
      on
      behalf of the addressee.





No
      notice
      of any regular meeting need be given if the place, day, and time thereof have
      been fixed by resolution of the Board of Directors and a copy of such resolution
      has been given to each director, either by personally delivering the copy to
      the
      director at least two (2) days, or by depositing the copy in the United States
      mail with first class postage prepaid and correctly addressed to the director
      at
      the director's address as it appears on the records of the corporation at least
      five (5) days (as evidenced by the postmark), prior to the day of the first
      meeting held in pursuance thereof.





Notice
      of
      a meeting of the Board of Directors need not be given to any director if it
      is
      waived by the director in writing, whether before or after such meeting is
      held.
      Neither the business to be transacted at, nor the purpose of, any regular or
      special meeting of the Board of Directors need be specified in the notice or
      waiver of notice of such meeting unless required by law, the Articles of
      Incorporation, or these Bylaws.





A
      director's attendance at or participation in a meeting shall constitute a waiver
      of notice of such meeting except when a director attends or participates in
      a
      meeting for the express purpose of objecting on legal grounds prior to or at
      the
      beginning of the meeting (or promptly upon the director's arrival) to
      the


holding
      of the meeting or the transaction of any business and does not thereafter vote
      for or assent to action taken at the meeting. Any meeting of the Board of
      Directors shall be a legal meeting without any notice thereof having been given
      if all of the directors have received valid notice thereof, are present without
      objecting, or waive notice thereof, or any combination thereof.





2.10  Quorum
      of Directors .
      Except
      in particular situations where a lesser number is expressly permitted by law,
      and unless a greater number is required by the Articles of Incorporation, a
      majority of the number of directors specified in or fixed in accordance with
      these Bylaws shall constitute a quorum for the transaction of business, and
      the
      affirmative vote of a majority of the directors present at a meeting at which
      a
      quorum is present shall be the act of the Board of Directors. If the number
      of
      directors in office at any time is less than the number specified in or fixed
      in
      accordance with these Bylaws, then a quorum shall consist of a majority of
      the
      number of directors in office; provided that in no event shall a quorum consist
      of fewer than one-third of the number specified in or fixed in accordance with
      these Bylaws.




6





Directors
      at a meeting of the Board of Directors at which a quorum is initially present
      may continue to transact business notwithstanding the withdrawal of directors,
      provided such withdrawal does not reduce the number of directors attending
      the
      meeting below the level of a quorum.





A
      majority of the directors present, whether or not constituting a quorum, may
      adjourn any meeting of the Board of Directors to another time and place. If
      the
      meeting is adjourned for more than forty-eight (48) hours, then notice of the
      time and place of the adjourned meeting shall be given before the adjourned
      meeting takes place, in the manner specified in Section 2.10 of these Bylaws,
      to
      the directors who were not present at the time of the adjournment.





2.11  Dissent
      by Directors .
      Any
      director who is present at any 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 the director objects at the beginning of the meeting (or
      promptly upon the director's arrival) to the holding
      of, or the transaction of business at, the meeting; or unless the director's
      dissent or abstention shall be entered in the minutes of the meeting; or unless
      the director delivers written notice of the director's dissent or abstention
      to
      the presiding officer of the meeting before the adjournment thereof or to the
      corporation within a reasonable time after the adjournment of the meeting.
      Such
      right to dissent or abstention shall not be available to any director who votes
      in favor of such action.





2.12  Action
      by Directors Without a Meeting .
      Any
      action required by law to be taken or which may be taken at a meeting of the
      Board of Directors may be taken without a meeting if one or more consents in
      writing, setting forth the action so taken, shall be signed either before or
      after the action so taken by all of the directors and delivered to the
      corporation for inclusion in the minutes or filing with the corporate records.
      Such consent shall have the same effect as a meeting vote. Action taken under
      this section is effective when the last director signs the consent, unless
      the
      consent specifies a later effective date.





2.13  Telephonic
      Meetings .
      Except
      as may be otherwise restricted by the Articles of Incorporation, members of
      the
      Board of Directors may participate in a meeting of the Board by any means of
      communication by which all directors participating in the meeting may
      simultaneously hear each other during the meeting. Participation by such means
      shall constitute presence in person at a meeting.





2.14  Compensation .
      By
      resolution of the Board of Directors, the directors may be paid their expenses,
      if any, and may be paid a fixed sum or a stated salary as a director, for
      attendance at each meeting of the Board. No such payment shall preclude any
      director from serving the corporation in any other capacity and receiving
      compensation therefor.





2.15  Committees .
      The
      Board of Directors, by resolution adopted by the greater of (a) a majority
      of
      all of the directors in office, or (b) the number of directors required by
      the
      Articles of Incorporation or these Bylaws to take action may from time to time
      create, and appoint individuals to, one or more committees, each of which must
      have at least two (2) members. If a committee is formed for the purpose of
      exercising functions of the Board, the committee must consist solely of
      directors. If the only function of a committee is to study and make
      recommendations for action by the full Board, the committee need not consist
      of
      directors. Committees of directors may exercise the authority of the Board
      of
      Directors to the extent specified by such resolution or in the Articles of
      Incorporation or these Bylaws. However, no committee shall:





(a)
      authorize or approve a distribution (as defined in RCW 23B.01.400) except
      according to a general formula or method prescribed by the Board of
      Directors;




7





(b)
      approve or propose to shareholders action that by law is required to be approved
      by shareholders;





(c)
      fill
      vacancies on the Board of Directors or on any of its committees;





(d)
      amend
      the Articles of Incorporation;





(e)
      adopt, amend, or repeal Bylaws;





(f)
      approve a plan of merger not requiring shareholder approval; or





(g)
      authorize or approve the issuance or sale or contract for sale of shares, or
      determine the designation and relative rights, preferences, and limitations
      of a
      class or series of shares, except that the Board
      of
      Directors may authorize a committee of directors (or a senior executive officer
      of the corporation) to do so within limits specifically prescribed by the Board
      of Directors.





Committees
      shall be governed by the same provisions as govern the meetings, actions without
      meetings, notice and waiver of notice, quorum and voting requirements, and
      standards of conduct of the Board of Directors. The Executive Committee (if
      one
      be established) shall meet periodically between meetings of the full Board.
      All
      committees shall keep regular minutes of their meetings and shall cause them
      to
      be recorded in books kept for that purpose at the office of the
      corporation.





**ARTICLE
      III**


**OFFICERS**





3.1  Appointment .
      The
      officers of the corporation shall be appointed annually by the Board of
      Directors at its annual meeting held after the annual meeting of the
      shareholders. If the appointment of officers is not held at such meeting, such
      appointment shall be held as soon thereafter as a Board meeting conveniently
      may
      be held. Except in the case of death, resignation, or removal, each officer
      shall hold office until the next annual meeting of the Board and until his
      or
      her successor is appointed and qualified.





3.2  Qualification .
      None of
      the officers of the corporation need be a director, except as specified below.
      Any two or more of the corporate offices may be held by the same
      person.





3.3  Officers
      Enumerated .
      Except
      as otherwise provided by resolution of the Board of Directors, the officers
      of
      the corporation and their respective powers and duties shall be as
      follows:





3.3.1  Chairman
      of the Board .
      The
      Chairman of the Board (if such an officer be appointed) shall be a director
      and
      shall perform such duties as shall be assigned to him or her by the Board of
      Directors and in any employment agreement. The Chairman shall preside at all
      meetings of the shareholders and at all
      meetings of the Board at which he or she is present. The Chairman may sign
      deeds, mortgages, bonds, contracts, and other instruments, except when the
      signing thereof has been expressly delegated by the Board or by these Bylaws
      to
      some other officer or agent of the corporation or is otherwise required by
      law
      to be signed by some other officer or in some other manner. If the President
      dies or becomes unable to act, the Chairman shall perform the duties of the
      President, except as may be limited by resolution of the Board of Directors,
      with all the powers of and subject to all the restrictions upon the
      President.




8





3.3.2  President .
      Subject
      to such supervisory powers as may be given by the Board of Directors to the
      Chairman of the Board (if such an officer be appointed), the President shall
      be
      the chief executive officer of the corporation unless some other officer is
      so
      designated by the Board and, subject to the control of the Board and the
      Executive Committee (if one be established), shall supervise and control all
      of
      the assets, business, and affairs of the corporation. The President may sign
      certificates for shares of the corporation, deeds, mortgages, bonds, contracts,
      and other instruments, except when the signing thereof has been expressly
      delegated by the Board or by these Bylaws to some other officer or agent of
      the
      corporation or is otherwise required by law to be signed by some other officer
      or in some other manner. The President shall vote the shares owned by the
      corporation in other corporations, domestic or foreign, unless otherwise
      prescribed by law or resolution of the Board. In general, the President shall
      perform all duties incident to the office of President and such other duties
      as
      may be prescribed by the Board from time to time. In the absence of the Chairman
      of the Board, the President, if a director, shall preside over all meetings
      of
      the shareholders and over all meetings of the Board of Directors. The President
      shall have the authority to appoint one or more Assistant Secretaries and
      Assistant Treasurers, as he or she deems necessary.





3.3.3  Vice
      Presidents .
      If no
      Chairman of the Board has been appointed, in the absence or disability of the
      President, the Vice Presidents, if any, in order of their rank as fixed by
      the
      Board of Directors or, if not ranked, a Vice President designated by the Board
      shall perform all 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;
      provided that no such Vice President shall assume the authority to preside
      as
      Chairman of meetings of the Board unless such Vice President is a member of
      the
      Board. The Vice Presidents shall have such other powers and perform such other
      duties as from time to time may be respectively prescribed for them by the
      Board, these Bylaws, the President, or the Chairman of the Board (if one be
      appointed).





3.3.4  Secretary .
      The
      Secretary shall:





(a)
      have
      responsibility for preparing minutes of meetings of the shareholders and the
      Board of Directors and for authenticating records of the
      corporation;





(b)
      see
      that all notices are duly given in accordance with the provisions of Sections
      1.3, 1.5, 2.8, and 2.10 of these Bylaws and as required by law;





(c)
      be
      custodian of the corporate records and seal of the corporation, if one be
      adopted;





(d)
      keep
      a register of the post office address of each shareholder and
      director;





(e)
      attest certificates for shares of the corporation;





(f)
      have
      general charge of the stock transfer books of the corporation;





(g)
      when
      required by law or authorized by resolution of the Board of Directors, sign
      with
      the President, or other officer authorized by the President or the Board, deeds,
      mortgages, bonds, contracts, and other instruments; and





(h)
      in
      general, perform all duties incident to the office of Secretary and such other
      duties as from time to time may be assigned by the President or the Board of
      Directors.





In
      the
      absence of the Secretary, an Assistant Secretary may perform the duties of
      the
      Secretary.




9





3.3.5  Treasurer .
      If
      required by the Board of Directors, the Treasurer shall give a bond for the
      faithful discharge of his or her duties in such sum and with such surety or
      sureties as the Board shall determine. 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
      banks, trust companies, or other depositories selected in accordance with the
      provisions 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 by the President or the Board
      of Directors.





In
      the
      absence of the Treasurer, an Assistant Treasurer may perform the duties of
      the
      Treasurer.





3.4  Delegation .
      In case
      of the absence or inability to act of any officer of the corporation and of
      each
      person herein authorized to act in his or her place, the Board of Directors
      may
      from time to time delegate the powers and duties of such officer to any other
      officer or other person whom it may select.





3.5  Resignation .
      Any
      officer may resign at any time by delivering notice to the corporation. Any
      such
      resignation shall take effect at the time the notice is delivered unless the
      notice specifies a later effective date. Unless otherwise specified therein,
      acceptance of such resignation by the corporation shall not be necessary to
      make
      it effective. Any resignation shall be without prejudice to the rights, if
      any,
      of the corporation under any contract to which the officer is a
      party.





3.6  Removal .
      Any
      officer or agent may be removed by the Board with or without cause. An officer
      empowered to appoint another officer or assistant officer also has the power
      with or without cause to remove any officer he or she would have the power
      to
      appoint whenever in his or her judgment the best interests of the corporation
      would be served thereby. The removal of an officer or agent shall be without
      prejudice to the contract rights, if any, of the corporation or the person
      so
      removed. Appointment of an officer or agent shall not of itself create contract
      rights.





3.7  Vacancies .
      A
      vacancy in any office because of death, resignation, removal, disqualification,
      creation of a new office, or any other cause may be filled by the Board of
      Directors for the unexpired portion of the term or for a new term established
      by
      the Board.





3.8  Other
      Officers and Agents .
      One or
      more Vice Presidents and such other officers and assistant officers as may
      be
      deemed necessary or advisable may be appointed by the Board of Directors or,
      to
      the extent provided in Section 3.3.2 above, by the President. Such other
      officers and assistant officers shall hold office for such periods, have such
      authorities, and perform such duties as are provided in these Bylaws or as
      may
      be provided by resolution of the Board. Any officer may be assigned by the
      Board
      any additional title that the Board deems appropriate. The Board may delegate
      to
      any officer or agent the power to appoint any such assistant officers or agents
      and to prescribe their respective terms of office, authorities, and
      duties.





3.9  Compensation .
      Compensation, if any, for officers and other agents and employees of the
      corporation shall be determined by the Board of Directors, or by a committee
      or
      officer appointed by the Board. No officer shall be prevented from receiving
      compensation in such capacity by reason of the fact that he or she is also
      a
      director of the corporation.




10





**ARTICLE
      IV**


**CONTRACTS,
      CHECKS AND DRAFTS**





4.1  Contracts .
      The
      Board of Directors may authorize any officer or officers or agent or agents
      to
      enter into any contract or execute and deliver any instrument in the name of
      and
      on behalf of the corporation. Such authority may be general or confined to
      specific instances.





Subject
      to the limitations set forth in RCW 23B.08.700 through 23B.08.730 and
      23B.19.040, to the extent applicable:





(a)
      The
      corporation may enter into contracts and otherwise transact business as vendor,
      purchaser, lender, borrower, or otherwise with its directors and shareholders
      and with corporations, associations, firms, and entities in which they are
      or
      may be or become interested as directors, officers, shareholders, members,
      or
      otherwise.





(b)
      Any
      such contract or transaction shall not be affected or invalidated or give rise
      to liability by reason of the director's or shareholder's having an interest
      in
      the contract or transaction.





4.2  Checks,
      Drafts, Etc .
      All
      checks, drafts, and other orders for the payment of money, notes, and other
      evidences of indebtedness issued in the name of the corporation shall be signed
      by such officer or officers or agent or agents of the corporation and in such
      manner as may be determined from time to time by resolution of the Board of
      Directors.





4.3  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 Treasurer, subject to the direction of the Board of
      Directors, may select.





**ARTICLE
      V**


**STOCK**





5.1  Issuance
      of Shares .
      No
      shares of the corporation shall be issued unless authorized by the Board of
      Directors, which authorization shall include the maximum number of shares to
      be
      issued, the consideration to be received for each share, and, if the
      consideration is in a form other than cash, the determination of the value
      of
      the consideration.





5.2  Certificates. The
      corporation’s shares may but need not be represented by certificates. The rights
      and obligations of shareholders are identical whether or not their shares are
      represented by certificates. Share certificates shall be numbered in the order
      of their issue and shall be signed by or in the name of the corporation by
      (i) the chief executive officer, president or a vice president and
      (ii) the chief financial officer, treasurer, an assistant treasurer, the
      secretary or an assistant secretary, or by such other two officers as the board
      of directors may designate. Any or all of the signatures on a certificate may
      be
      a facsimile. In case any officer who signed or whose facsimile signature has
      been placed upon a certificate shall have ceased to be an officer before such
      certificate is issued, it may be issued by the corporation with the same effect
      as if such person were such officer at the date of issue. Each certificate
      that
      is subject to any restriction on the transfer or registration of transfer of
      shares shall have conspicuously noted on its face or back either the full text
      of the restriction or a statement of the existence of the restriction. If the
      corporation is authorized to issue different classes of shares or different
      series within a class, each certificate shall have on its face or back a
      statement that the corporation will furnish without charge to each shareholder
      who so requests the designations, relative rights, preferences and limitations
      applicable to each class and the variations in rights, preferences and
      limitations determined for each series, and the authority of the board of
      directors to determine variations for future series.




11





5.3  Stock
      Records .
      The
      corporation or its agent shall maintain at the registered office or principal
      office of the corporation, or at the office of the transfer agent or registrar
      of the corporation, if one be designated by the Board of Directors, a record
      of
      its shareholders, in a form that permits preparation of a list of the names
      and
      addresses of all shareholders in alphabetical order by class of shares showing
      the number and class of shares held by each. 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.





5.4  Restrictions
      on Transfer .
      The
      Board of Directors shall have the authority to issue shares of the capital
      stock
      of this corporation and the certificates therefor subject to such transfer
      restrictions and other limitations as it may deem necessary to promote
      compliance with applicable federal and state securities laws, and to regulate
      the transfer thereof in such manner as may be calculated to promote such
      compliance or to further any other reasonable purpose. Except to the extent
      that
      the corporation has obtained an opinion of counsel acceptable to the corporation
      that transfer restrictions are not required under applicable securities laws,
      all certificates representing shares of the corporation shall bear the following
      legend (or a legend of substantially the same import) on the face of the
      certificate or on the reverse of the certificate if a reference to the legend
      is
      contained on the face:





**NOTICE:
      RESTRICTIONS ON TRANSFER**





The
      securities represented by this certificate have not been registered under the
      Securities Act of 1933, or any state securities laws, and may not be offered,
      sold, transferred, encumbered, or otherwise disposed of except upon satisfaction
      of certain conditions. Information concerning these restrictions may be obtained
      from the corporation or its legal counsel. Any offer or disposition of these
      securities without satisfaction of said conditions will be wrongful and will
      not
      entitle the transferee to register ownership of the securities with the
      corporation.





5.5  Transfers. Registration of transfers of shares shall be made only upon the share transfer
      records of the corporation, which records shall be kept at the registered office
      of the corporation or at its principal place of business, or at the office
      of
      its transfer agent or registrar. The board of directors may, by resolution,
      open
      a share register in any state of the United States, and may employ an agent
      or
      agents to keep such register and to record transfers of shares therein.
      Certificated shares shall be transferred by delivery of the certificates
      therefor, accompanied either by an assignment in writing on the back of the
      certificate or an assignment separate from certificate, or by a written power
      of
      attorney to sell, assign and transfer the same, signed by the holder of said
      certificate. No certificated shares shall be transferred on the records of
      the
      corporation until the outstanding certificates therefor have been surrendered
      to
      the corporation or to its transfer agent or registrar. Uncertificated shares
      shall be transferred upon receipt by the corporation of a written request for
      transfer signed by the shareholder. The board of directors may make further
      rules and regulations concerning the transfer and registration of
      shares.








**ARTICLE
      VI**


**RECORDS
      OF CORPORATE MEETINGS**





The
      corporation shall keep, as permanent records, minutes of all meetings of its
      shareholders and Board of Directors, a record of all actions taken by the
      shareholders or Board of Directors without a meeting, and a record of all
      actions taken by a committee of the Board of Directors exercising the authority
      of the Board of Directors on behalf of the corporation. The corporation shall
      keep at its principal office a copy of the minutes of all shareholders' meetings
      that have occurred, and records of all action taken by shareholders without
      a
      meeting, within the past three (3) years. Any person dealing with the
      corporation may rely upon a copy of any of the records of the proceedings,
      resolutions, or votes of the Board or shareholders when certified by the
      President or Secretary.




12





**ARTICLE
      VII**


**FINANCIAL
      MATTERS**





The
      corporation shall maintain appropriate accounting records at its principal
      office and shall prepare the annual financial statements required by RCW
      23B.16.200. Except to the extent otherwise expressly determined by the Board
      of
      Directors or otherwise required by law, the accounting records of the
      corporation shall be kept and prepared in accordance with generally accepted
      accounting principles applied on a consistent basis from period to period.
      The
      fiscal year of the corporation shall be the calendar year unless otherwise
      expressly determined by the Board of Directors.





**ARTICLE
      VIII**


**DISTRIBUTIONS**





The
      Board
      of Directors may from time to time authorize, and the corporation may make,
      distributions (as defined in RCW 23B.01.400) to its shareholders to the extent
      permitted by RCW 23B.06.400, subject to any limitation in the Articles of
      Incorporation. A director who votes for or assents to a distribution made in
      violation of RCW 23B.06.400 is personally liable to the corporation for the
      amount of the distribution that exceeds that which could have been distributed
      without violating RCW 23B.06.400 if it is established that the director did
      not
      perform the director's duties in compliance with Section 2.1 above.





**ARTICLE
      IX**


**CORPORATE
      SEAL**





The
      Board
      of Directors may, but shall not be required to, adopt a corporate seal for
      the
      corporation in such form and with such inscription as the Board may determine.
      If such a corporate seal shall at any time be so adopted, the application of
      or
      the failure to apply such seal to any document or instrument shall have no
      effect upon the validity or invalidity of such document or instrument under
      otherwise applicable principles of law.





**ARTICLE
      X**


**MISCELLANY**





10.1  Communications
      by Facsimile .
      Whenever these Bylaws require notice, consent, or other communication to be
      delivered for any purpose, transmission by phone, wire, wireless equipment
      or
      electronic mail which transmits a facsimile of such communication shall
      constitute sufficient delivery for such purpose. Such communication shall be
      deemed to have been received by or in the possession of
      the
      addressee upon completion of the transmission.





10.2  Inspector
      of Elections .
      Before
      any annual meeting of shareholders, the Board of Directors may appoint an
      inspector of elections to act at the meeting and any adjournment thereof. If
      no
      inspector of elections is so appointed by the Board, then the chairman of the
      meeting may appoint an inspector of elections to act at the meeting. If any
      person appointed as inspector fails to appear or fails or refuses to act, then
      the chairman of the meeting may, and upon the request of any shareholder or
      a
      shareholder's proxy shall, appoint a person to fill that vacancy.





13


Such
      inspector of elections shall:





(a)
      determine the number of shares outstanding and the voting power of each, the
      number of shares represented at the meeting, the existence of a quorum, and,
      with the advice of legal counsel to the corporation, the authenticity, validity,
      and effect of proxies pursuant to RCW 23B.07.220 and 23B.07.240 and any
      procedure adopted by the Board of Directors pursuant to RCW
      23B.07.230;





(b)
      receive votes, ballots, or consents;





(c)
      hear
      and determine all challenges and questions in any way arising in connection
      with
      the right to vote;





(d)
      count
      and tabulate all votes or consents;





(e)
      determine the result; and





(f)
      do
      any other acts that may be proper to conduct the election or vote with fairness
      to all shareholders.





10.3  Rules
      of Order .
      The
      rules contained in the most recent edition of Robert's Rules of Order, Revised,
      shall govern all meetings of shareholders and directors where those rules are
      not inconsistent with the Articles of Incorporation or Bylaws, subject to the
      following:





(a)
      The
      chairman of the meeting shall have absolute authority over matters of procedure,
      and there shall be no appeal from the ruling of the chairman. If the chairman
      in
      his or her absolute discretion deems it advisable to dispense with the rules
      of
      parliamentary procedure for any meeting or any part thereof, the chairman shall
      so state and shall clearly state the rules under which the meeting or
      appropriate part thereof shall be conducted.





(b)
      If
      disorder should arise which prevents continuation of the legitimate business
      of
      the meeting, the chairman may quit the chair and announce the adjournment of
      the
      meeting; upon so doing, the meeting shall be deemed immediately adjourned,
      subject to being reconvened in accordance with Section 1.5 of these Bylaws,
      as
      the case may be.





(c)
      The
      chairman may ask or require that anyone not a bona fide shareholder or proxy
      leave the meeting of shareholders.





(d)
      A
      resolution or motion at a meeting of shareholders shall be considered for vote
      only if proposed by a shareholder or duly authorized proxy and seconded by
      an
      individual who is a shareholder or duly authorized proxy other than the
      individual who proposed the resolution or motion.





10.4  Construction .
      Within
      these Bylaws, words of any gender shall be construed to include any other
      gender, and words in the singular or plural number shall be construed to include
      the plural or singular, respectively, unless the context otherwise
      requires.





10.5  Severability .
      If any
      provision of these Bylaws or any application thereof shall be invalid,
      unenforceable, or contrary to applicable law, the remainder of these Bylaws,
      and
      the application of such provisions to individuals or circumstances other than
      those as to which it is held invalid, unenforceable, or contrary to applicable
      law, shall not be affected thereby.




14





10.6  Notices
      To And From Directors And Shareholders .
      In
      addition to the means of notice previously provided for or required in these
      Bylaws, notices to directors and shareholders from the corporation and from
      directors and shareholders to the corporation may be provided in an electronic
      transmission and
      be
      electronically transmitted. Similarly where these Bylaws provide for or require
      action by "written" consent or in a "writing", such consent or action may be
      either in a tangible medium ("written" or a "writing") or by means of electronic
      transmission. Terms used in this Bylaws shall be as defined in the Act.
      Subject to contrary provisions in the Act, notice to shareholders or directors
      in an electronic transmission shall be effective only with respect to
      shareholders and directors that have consented in the form of a record to
      receive electronically transmitted notices and that have designated in the
      consent the address, location, or system to which these notices may be
      electronically transmitted and with respect to a notice that otherwise complies
      with any other requirements of the Act and any applicable federal
      law.





A
      shareholder or director who has consented to receipt of electronically
      transmitted notices may revoke this consent by delivering a revocation to the
      corporation in the form of a record.





The
      consent of any shareholder or director is revoked if (a) the corporation is
      unable to electronically transmit two consecutive notices given by the
      corporation in accordance with the consent, and (b) this inability becomes
      known
      to the secretary of the corporation, the transfer agent, or any other person
      responsible for giving the notice. The inadvertent failure by the corporation
      to
      treat this inability as a revocation does not invalidate any meeting or other
      action.





**ARTICLE
      XI**


**AMENDMENT
      OF BYLAWS**





Subject
      to the requirements of Section 23B.10.210 of the Act relating to supermajority
      quorum provisions for the Board of Directors, the Bylaws of the corporation
      may
      be amended or repealed, or new Bylaws may be adopted, by: (a) the shareholders,
      even though the Bylaws may also be amended or repealed, or new Bylaws may also
      be adopted, by the Board of Directors; or (b) subject to the power of the
      shareholders of the corporation to change or repeal the Bylaws, the Board of
      Directors, unless such power is reserved, by the Articles of Incorporation
      or by
      law, exclusively to the shareholders in whole or in part or unless the
      shareholders, in amending or repealing a particular bylaw, provide expressly
      that the Board of Directors may not amend or repeal that bylaw. Any officer
      of
      the corporation may authenticate a restatement
      of the Bylaws and all amendments thereto adopted in the manner provided
      above.





15