**Exhibit 3.1**

** **

**RESTATED**

**BY-LAWS**

**OF**

**FOCUS ENHANCEMENTS, INC.**

**A Delaware Corporation**

** **

** **

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**TABLEOF CONTENTS**

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|                    | **Page**                        |
|-------------------------|---------------------------------|
|                    |                            |
| ARTICLE I -STOCKHOLDERS | 1                               |
|                    |                            |
|                    | Section 1.                      | Annual Meeting | 1 |
|                    |                            |   |   |
|                    | Section 2.                      | Special Meetings | 1 |
|                    |                            |   |   |
|                    | Section 3.                      | Notice of Meetings | 1 |
|                    |                            |   |   |
|                    | Section 4.                      | Quorum | 1 |
|                    |                            |   |   |
|                    | Section 5.                      | Organization | 1 |
|                    |                            |   |   |
|                    | Section 6.                      | Conduct of Business | 1 |
|                    |                            |   |   |
|                    | Section 7.                      | Notice of Stockholder Business and Nominations | 2 |
|                    |                            |   |   |
|                    | Section 8.                      | Certain Rules of Procedure Relating to Stockholder  Meetings | 3 |
|                    |                            |   |   |
|                    | Section 9.                      | Proxies and Voting | 3 |
|                    |                            |   |   |
|                    | Section 10.                     | Stock List | 4 |
|                    |                            |   |   |
|                    | Section 11.                     | Requests for Stockholder List and Corporation  Records | 4 |
|                    |                            |   |   |
|                    | Section 12.                     | Action Without Meeting | 4 |
|                    |                            |   |   |
|                    | ARTICLE II - BOARD OF DIRECTORS | 5 |
|                    |                            |   |
|                    | Section 1.                      | General Powers | 5 |
|                    |                            |   |   |
|                    | Section 2.                      | Number; Election and Qualification | 5 |
|                    |                            |   |   |
|                    | Section 3.                      | Classes of Directors | 5 |
|                    |                            |   |   |
|                    | Section 4.                      | Terms in Office | 5 |
|                    |                            |   |   |
|                    | Section 5.                      | Allocation of Directors Among Classes in the Event  of Increases or Decreases in the Number of Directors | 5 |
|                    |                            |   |   |
|                    | Section 6.                      | Tenure | 5 |
|                    |                            |   |   |
|                    | Section 7.                      | Vacancies | 5 |
|                    |                            |   |   |
|                    | Section 8.                      | Resignation | 6 |
|                    |                            |   |   |
|                    | Section 9.                      | Regular Meetings | 6 |
|                    |                            |   |   |
|                    | Section 10.                     | Special Meetings | 6 |
|                    |                            |   |   |
|                    | Section 11.                     | Quorum | 6 |
|                    |                            |   |   |
|                    | Section 12.                     | Participation in Meetings by Conference Telephone | 6 |
|                    |                            |   |   |
|                    | Section 13.                     | Conduct of Business | 6 |
|                    |                            |   |   |
|                    | Section 14.                     | Powers | 6 |
|                    |                            |   |   |
|                    | Section 15.                     | Compensation of Directors | 7 |
|                    |                            |   |   |
|                    | Section 16.                     | Removal | 7 |
|                    |                            |   |   |
|                    | ARTICLE III - COMMITTEES        | 7 |
|                    |                            |   |
|                    | Section 1.                      | Designation, Powers and Name | 7 |
|                    |                            |   |   |
|                    | Section 2.                      | Meetings; Minutes | 8 |
|                    |                            |   |   |
|                    | Section 3.                      | Compensation | 8 |
|                    |                            |   |   |
|                    | Section 4.                      | Action by Consent; Participation by Telephone or  Similar Equipment | 8 |

 

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|   |                                               |                                          | **Page**   |
|--------|----------------------------------------------------|-----------------------------------------------|------------|
|   |                                               |                                          | ** ** |
|   | Section 5.                                         | Changes in Committees; Resignations; Removals | 8          |
|   |                                               |                                          |       |
|   | ARTICLE IV - OFFICERS                              | 8                                             |
|   |                                               |                                          |
|   | Section 1.                                         | Generally                                     | 8          |
|   |                                               |                                          |       |
|   | Section 2.                                         | Chairman of the Board                         | 8          |
|   |                                               |                                          |       |
|   | Section 3.                                         | President                                     | 8          |
|   |                                               |                                          |       |
|   | Section 4.                                         | Vice President                                | 9          |
|   |                                               |                                          |       |
|   | Section 5.                                         | Treasurer                                     | 9          |
|   |                                               |                                          |       |
|   | Section 6.                                         | Secretary                                     | 9          |
|   |                                               |                                          |       |
|   | Section 7.                                         | Delegation of Authority                       | 9          |
|   |                                               |                                          |       |
|   | Section 8.                                         | Resignation and Removal                       | 9          |
|   |                                               |                                          |       |
|   | Section 9.                                         | Vacancies                                     | 9          |
|   |                                               |                                          |       |
|   | Section 10.                                        | Salaries                                      | 9          |
|   |                                               |                                          |       |
|   | ARTICLE V - STOCK                                  | 9                                             |
|   |                                               |                                          |
|   | Section 1.                                         | Issuance of Stock                             | 9          |
|   |                                               |                                          |       |
|   | Section 2.                                         | Certificates of Stock                         | 9          |
|   |                                               |                                          |       |
|   | Section 3.                                         | Transfers of Stock                            | 9          |
|   |                                               |                                          |       |
|   | Section 4.                                         | Record Date                                   | 10         |
|   |                                               |                                          |       |
|   | Section 5.                                         | Lost, Stolen or Destroyed Certificates        | 10         |
|   |                                               |                                          |       |
|   | Section 6.                                         | Regulations                                   | 10         |
|   |                                               |                                          |       |
|   | ARTICLE VI - NOTICES                               | 10                                            |
|   |                                               |                                          |
|   | Section 1.                                         | Notices                                       | 10         |
|   |                                               |                                          |       |
|   | Section 2.                                         | Waivers                                       | 10         |
|   |                                               |                                          |       |
|   | ARTICLE VII - TRANSACTIONS WITH INTERESTED PARTIES | 10                                            |
|   |                                               |                                          |
|   | ARTICLE VIII - MISCELLANEOUS                       | 11                                            |
|   |                                               |                                          |
|   | Section 1.                                         | Facsimile Signatures                          | 11         |
|   |                                               |                                          |       |
|   | Section 2.                                         | Corporate Seal                                | 11         |
|   |                                               |                                          |       |
|   | Section 3.                                         | Reliance upon Books, Resorts and Records      | 11         |
|   |                                               |                                          |       |
|   | Section 4.                                         | Fiscal Year                                   | 11         |
|   |                                               |                                          |       |
|   | Section 5.                                         | Time Periods                                  | 11         |
|   |                                               |                                          |       |
|   | Section 6.                                         | Voting of Securities                          | 11         |
|   |                                               |                                          |       |
|   | Section 7.                                         | Evidence of Authority                         | 11         |
|   |                                               |                                          |       |
|   | Section 8.                                         | Certificate of Incorporation                  | 11         |
|   |                                               |                                          |       |
|   | Section 9.                                         | Severability                                  | 11         |
|   |                                               |                                          |       |
|   | Section 10.                                        | Pronouns                                      | 11         |
|   |                                               |                                          |       |
|   | ARTICLE IX - AMENDMENTS                            | 12                                            |

 

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**RESTATEDBY-LAWSOFFOCUS ENHANCEMENTS, INC.**

 

**ARTICLE I - STOCKHOLDERS**

** **

**Section 1.  Annual Meeting.** An annual meeting of the stockholders, for the election of directors tosucceed those whose terms expire and for the transaction of such other businessas may properly come before the meeting, shall be held at such place, on suchdate, and at such time as the Board of Directors shall each year fix.

**Section 2.  Special Meetings.** Special meetings of the stockholders for any purpose or purposesprescribed in the notice of the meeting, may be called by the Chairman of theBoard, the President, the Board of Directors, by the affirmative vote of amajority of the Board or by stockholders entitled to case not less than l0% ofthe vote at such meetings, and shall be held at such place, on such date, andat such time as shall be fixed by the Board of Directors or the person(s)calling the meeting.  The term “majorityof the Board” shall mean a majority of the directors then in office.

**Section 3.  Notice of Meetings.** Written notice of the place, date, and time of all meetings of thestockholders shall be given, not less than ten (10) days (or 30 days, if sentby third class mail) nor more than sixty (60) days before the date on which themeeting is to be held, to each stockholder entitled to vote at such meeting, exceptas otherwise provided herein or required by law or charter provision (meaning,here and hereinafter, as required from time to time by the General CorporationLaw of the State of Delaware or other applicable law, or by the Certificate ofIncorporation of the Corporation, as amended from time to time, and anycertificate of designations with respect to a series of Preferred Stock ineffect from time to time).  If mailed,such notice shall be directed to the stockholder at his address as it appearson the stock records of the Corporation, unless he shall have filed with theSecretary a written request that notices to him be mailed to some other addressin which case it shall be directed to him at such other address.

When a meeting is adjourned to another place, date ortime, written notice need not be given of the adjourned meeting if the place,date and time thereof are announced at the meeting at which the adjournment istaken; provided, however, that if the date of any adjourned meeting is morethan thirty (30) days after the date for which the meeting was originallynoticed, or if a new record date is fixed for the adjourned meeting, writtennotice of the place, date, and time of the adjourned meeting shall be given inconformity herewith.  At any adjournedmeeting, any business may be transacted that might have been transacted at theoriginal meeting.

**Section 4.  Quorum.**  At any meetingof the stockholders, the holders of a majority of the voting power of theshares of the capital stock of the Corporation entitled to vote at the meeting,present in person or by proxy, shall constitute a quorum for all purposes,unless or except to the extent that the presence of a larger number may berequired by law.  Where a separate voteby a class or classes (or series thereof) is required, a majority of the votingpower of the shares of such class or classes, or series, present- in person orrepresented by proxy shall constitute a quorum entitled to take action withrespect to that vote on that matter.

**Section 5.  Organization.**  Such person asthe Board of Directors may have designated or, in the absence of such a person,the Chairman of the Board or, in his absence, such person as may be chosen bythe holders of a majority of the shares entitled to vote who are present, inperson or by proxy, shall call to order any meeting of the stockholders and actas chairman of the meeting.  In theabsence of the Secretary of the Corporation, the secretary of the meeting shallbe such person as the chairman of the meeting appoints.

**Section 6.  Conduct of Business.** The chairman of any meeting of stockholders shall determine the order ofbusiness and the procedure at the meeting, including such regulation of themanner of voting and the conduct of discussion as may seem to him in order.  The date and time of the opening and closingof the polls for each matter upon which the stockholders will vote at themeeting shall be announced at the meeting.

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**Section 7.  Notice of Stockholder Business andNominations.**

** **

**A.            Annual Meetings of Stockholders.**

** **

**(1)          **Nominations of persons for election to the Board ofDirectors and the proposal of business to be considered by the stockholders maybe made at an annual meeting of stockholders (a) pursuant to the Corporation’snotice of meeting, (b) by or at the direction of the Board of Directors or (c)by any stockholder of the Corporation who was a stockholder of record at thetime of giving of notice provided for in this Section, who is entitled to voteat the meeting and who complies with the notice procedures set forth in thisSection.

**(2)          **For nominations or other business to be properlybrought before an annual meeting by a stockholder pursuant to clause (c) ofparagraph (A)(1) of this Section, the stockholder must have given timely noticethereof in writing to the Secretary of the Corporation and such other businessmust otherwise be a proper matter for stockholder action.  To be timely, a stockholder’s notice shall bedelivered to the Secretary at the principal executive offices of theCorporation not later than the close of business on the sixtieth (60th) day norearlier than the close of business on the ninetieth (90th) day prior to thefirst anniversary of the preceding year’s annual meeting; provided, however,that in the event that the date of the annual meeting is more than thirty (30)days before or more than sixty (60) days after such an anniversary date, noticeby the stockholder to be timely must be so delivered not earlier than the closeof business on the ninetieth (90th) day prior to such annual meeting and notlater than the close of business on the later of the sixtieth (60th) day priorto such annual meeting or the close of business on the tenth (10th) dayfollowing the day on which public announcement of the date of such meeting isfirst made by the Corporation.  Suchstockholder’s notice shall set forth (a) as to each person whom the stockholderproposes to nominate for election or reelection as a director all informationrelating to such person that is required to be disclosed in solicitations ofproxies for election of directors, or is otherwise required, in each casepursuant to Regulation 14A under the Securities Exchange Act of 1934, asamended (the “Exchange Act”) (including such person’s written consent to beingnamed in the proxy statement as a nominee and to serving as a director ifelected); (b) as to any other business that the stockholder proposes to bringbefore the meeting, a brief description of the business desired to be broughtbefore the meeting, the reasons for conducting such business at the meeting andany material interest in such business of such stockholder and the beneficialowner, if any, on whose behalf the proposal is made; and (c) as to thestockholder giving the notice and the beneficial owner, if any, on whose behalfthe nomination or proposal is made (i) the name and address of suchstockholder, as they appear on the Corporation’s books, and of such beneficialowner and (ii) the class and number of shares of the Corporation that are ownedbeneficially and held of record by such stockholder and such beneficial owner.

**(3)          **Notwithstanding anything in the second sentence ofparagraph (A)(2) of this Section to the contrary, in the event that the numberof directors to be elected to the Board of Directors of the Corporation isincreased and there is no announcement by the Corporation naming all of thenominees for director or specifying the size of the increased Board ofDirectors at least seventy (70) days prior to the first anniversary of thepreceding year’s annual meeting (or, if the annual meeting is held more thanthirty (30) days before or sixty (60) days after such anniversary date, atleast seventy (70) days prior to such annual meeting), a stockholder’s noticerequired by this Section shall also be considered timely, but only with respectto nominees for any new positions created by such increase, if it shall bedelivered to the Secretary at the principal executive office of the Corporationnot later than the close of business on the tenth (10th) day following the dayon which such public announcement is first made by the Corporation.

**B.            Special Meetings of Stockholders.**

 

Only such business shall be conducted at a specialmeeting of stockholders as shall have been brought before the meeting pursuantto the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may bemade at a special meeting of stockholders at which directors are to be electedpursuant to the Corporation’s notice of meeting (a) by or at the direction ofthe Board of Directors or (b) provided that the Board of Directors hasdetermined that directors shall be elected at such meeting, by any stockholderof the Corporation who is a stockholder of record at the time of giving ofnotice of the special meeting, who shall be entitled to vote at the meeting andwho complies with the notice procedures set forth in this Section.  In the event the Corporation calls a specialmeeting of stockholders for the purpose of electing one or more directors tothe 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 

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in the Corporation’s notice of meeting, if thestockholder’s notice required by paragraph (A)(2) of this Section shall bedelivered to the Secretary at the principal executive offices of theCorporation not earlier than the ninetieth (90th) day prior to such specialmeeting nor later than the close of business of the sixtieth (60th) day priorto such special meeting or the tenth (10th) day following the day on whichpublic announcement is first made of the date of the special meeting and of thenominees proposed by the Board of Directors to be elected at such meeting.

**C.            General.**

 

**(1)          **Only such persons who are nominated in accordance withthe procedures set forth in this Section shall be eligible to serve asdirectors and only such business shall be conducted at a meeting of stockholdersas shall have been brought before the meeting in accordance with the proceduresset forth in this Section.  Except asotherwise provided by law, charter provision or these By-laws, the chairman ofthe meeting shall have the power and duty to determine whether a nomination orany business proposed to be brought before the meeting was made or proposed, asthe case may be, in accordance with the procedures set forth in this Sectionand, if any proposed nomination or business is not in compliance herewith todeclare that such defective proposal or nomination shall be disregarded.

**(2)          **For purposes of this Section, “public announcement”shall mean disclosure in a press release reported by the Dow Jones NewsService, Associated Press or other national news service or in a documentpublicly filed by the Corporation with the Securities and Exchange Commissionpursuant to Section 13, 14 or 15(d) of the Exchange Act.

**(3)          **Notwithstanding the foregoing provisions of thisSection, a stockholder shall also comply with all applicable requirements ofthe Exchange Act and the rules and regulations thereunder with respect to thematters set forth herein.  Nothing inthis Section shall be deemed to affect any rights (i) of stockholders torequest inclusion of proposals in the corporation’s proxy statement pursuant toRule 14a-8 under the Exchange Act or (ii) of the holders of any series ofPreferred Stock to elect directors pursuant to a charter provision.

**Section 8.**  **Certain Rules of Procedure Relating to Stockholder Meetings.**  All stockholder meetings, annual or special,shall be governed in accordance with the following rules:

(i)            Onlystockholders of record will be permitted to present motions from the floor atany meeting of stockholders.

(ii)           Thechairman of the meeting shall preside over and conduct the meeting in a fairand reasonable manner, and all questions of procedure or conduct of the meetingshall be decided solely by the chairman of the meeting.  The chairman of the meeting shall have allpower and authority vested in a presiding officer by law or practice to conductan orderly meeting.  Among other things,the chairman of the meeting shall have the power to adjourn or recess themeeting, to silence or expel persons to insure the orderly conduct of themeeting, to declare motions or persons out of order, to prescribe rules ofconduct and an agenda for the meeting, to impose reasonable time limits onquestions and remarks by any stockholder, to limit the number of questions astockholder may ask, to limit the nature of questions and comments to onesubject matter at a time as dictated by any agenda for the meeting, to limitthe number of speakers or persons addressing the chairman of the meeting or themeeting, to determine when the polls shall be closed, to limit the attendanceat the meeting to stockholders of record, beneficial owners of stock whopresent letters from the record holders confirming their status as beneficialowners, and the proxies of such record and beneficial holders, and to limit thenumber of proxies a stockholder may name.

**Section 9.**  **Proxies and Voting.** At any meeting of the stockholders, every stockholder entitled to votemay vote in person or by proxy authorized by an instrument in writing or by atransmission permitted by law filed in accordance with the procedureestablished for the meeting.  Any copy,facsimile telecommunication or other reliable reproduction of the writing ortransmission created pursuant to this Section may be substituted or used inlieu of the original writing or transmission for any and all purposes for whichthe original writing or transmission could be used, provided that such copy,facsimile telecommunication or their reproduction shall be a completereproduction of the entire original writing or transmission.

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All voting, including on the election of directors butexcepting where otherwise required by law or charter provision, may be a voicevote.  Any vote not taken by voice shallbe taken by ballots, each of which shall state the name of the stockholder orproxy voting and such other information as may be required under the procedureestablished for the meeting.  TheCorporation may, and to the extent required by law or charter provision, shall,in advance of any meeting of stockholders, appoint one or more inspectors toact at the meeting and make a written report thereof.  The Corporation may designate one or morepersons as alternate inspectors to replace any inspector who fails to act.  If no inspector or alternate is able to actat a meeting of stockholders, the person presiding at the meeting may, and tothe extent required by law or charter provision, shall, appoint one or moreinspectors to act at the meeting.  Eachinspector, before entering upon the discharge of his duties, shall take andsign an oath faithfully to execute the duties of inspector with strictimpartiality and according to the best of his ability.  Such inspectors shall (i) ascertain thenumber of shares outstanding and the voting power of each, (ii) determinethe shares represented at a meeting, the existence of a quorum, and thevalidity of proxies and ballots, (iii) count all votes and ballots, (iv)determine and retain for a reasonable period a record of the disposition of anychallenges made to any determination by such inspectors, (v) certify theirdetermination of the number of shares represented at the meeting and theircount of all votes and ballots and (vi) perform such further acts as are properto conduct any election or vote with fairness to all stockholders.  On request of the chairman of the meeting orany stockholder entitled to vote thereat, the inspectors shall make a report inwriting of any challenge, question or matter determined by them and shallexecute a certificate of any fact found by them.  An inspector need not be a stockholder of theCorporation, any officer or Director of the corporation may be an inspector onany question other than a vote for or against his election to any position withthe Corporation or on any other question in which he may be directlyinterested.

Except as otherwise provided by charter provision, allelections shall be determined by a plurality of the votes cast, and except asotherwise required by law or charter provision, all other matters shall bedetermined by a majority of the votes cast affirmatively or negatively.

**Section 10.**  **Stock List.**  Acomplete list of stockholders entitled to vote at any meeting of stockholders,arranged in alphabetical order for each class of stock and showing the addressof each such stockholder and the number of shares registered in suchstockholder’s name, shall be open to the examination of any such stockholder,for any purpose germane to the meeting, during ordinary business hours for aperiod of at least ten (10) days prior to the meeting either at a place withinthe city where the meeting is to be held, which place shall be specified in thenotice of the meeting, or if not so specified, at the place where the meetingis to be held.

The stock list shall also be kept at the place of themeeting during the whole time thereof and shall be open to the examination ofany such stockholder who is present. This list shall presumptively determine the identity of the stockholdersentitled to vote at the meeting and the number of shares held by each of them.

**Section 11.**  **Requests for Stockholder List and Corporation Records.**  Stockholders shall have these rights affordedunder the General Corporation Law of the State of Delaware (the “DGCL”) toinspect for any proper purpose the Corporation’s stock ledger, list ofstockholders and other books and records, and make copies or extractstherefrom.  Such request shall be inwriting in compliance with Section 220 of the DGCL.  Information so requested shall be madeavailable for inspecting, copying or extracting during usual business hours atthe principal executive offices of the Corporation.  Each stockholder desiring photostatic orother duplicate copies of any of such information requesting shall makearrangements to provide the duplicating or other equipment necessary in thecity where the Corporation’s principal executive offices are located.  Alternative arrangements with respect to thisSection 11 may be permitted in the discretion of the President of theCorporation or by vote of the Board of Directors.

**Section 12.**  **Action Without Meeting.** Any action required to be taken at any annual or special meeting ofstockholders, or any action which may be taken at any annual or special meetingof such stockholders, may be taken without a meeting, without prior notice andwithout a vote, if a consent or consents in writing, setting forth the actionso taken, shall be (1) signed and dated by the holders of outstanding stockhaving not less than the minimum number of votes that would be necessary toauthorize or take such action at a meeting at which all shares entitled to votethereon were present and voted and (2) delivered to the Corporation withinsixty days of the earliest dated consent by delivery to its registered officein the State of Delaware (in which case delivery shall be by hand or bycertified or registered mail, return receipt requested), its principal place ofbusiness, or an officer or agent of the Corporation having custody of the bookin which proceedings of meeting of stockholders are recorded.  Prompt 

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notice of the taking of the corporate action without ameeting by less than unanimous written consent shall be given to thosestockholders who have not consented in writing.

**ARTICLE II - BOARD OF DIRECTORS**

** **

**Section 1.**  **General Powers.**  Thebusiness and affairs of the Corporation shall be managed by or under thedirection of a Board of Directors, who may exercise all of the powers of theCorporation except as otherwise provided by law or the Certificate ofIncorporation.  In the event of a vacancyin the Board of Directors, the remaining directors, except as otherwiseprovided by law or the Certificate of Incorporation, may exercise the powers ofthe full Board of Directors until the vacancy is filled.

**Section 2.**  **Number; Election and Qualification.**  The number of directors which shallconstitute the whole Board of Directors shall be determined by resolution ofthe Board of Directors, but in no event shall be less than three.  The number of directors may be increased ordecreased at any time and from time to time by a majority of the directors thenin office, but any decrease may only eliminate vacancies existing by reason ofthe death, resignation, removal or expiration of the term of one or moredirectors.  The directors shall beelected at the annual meeting of stockholders by such stockholders as have theright to vote on such election. Directors need not be stockholders of the Corporation.

**Section 3.**  **Classes of Directors.**  The Board of Directors shall be and is dividedinto three classes: Class I, Class II and Class III.  No one class shall have more than onedirector more than any other class.  If afraction is contained in the quotient arrived at by dividing the authorizednumber of directors by three, then if such a fraction is one-third, the extradirector shall be a member of Class I and, if such a fraction is two-thirds,one of the extra directors shall be a member of Class I and the other extradirector shall be a member of Class II, unless otherwise provided for from timeto time by resolution adopted by a majority of the Board of Directors.

**Section 4.**  **Terms in Office.**  Eachdirector shall serve for a term ending on the date of the third annual meetingfollowing the annual meeting at which such director was elected; provided,however, that each initial director in Class I shall serve for a term ending onthe date of the annual meeting next following the end of the Corporation’sfiscal year ending December 31, 1995; each initial director in Class II shallserve for a term ending on the date of the annual meeting next following theend of the Corporation’s fiscal year ending December 31, 1994; and each initialdirector in Class III shall serve for a term ending on the date of the annualmeeting next following the end of the Corporation’s fiscal year ending December31, 1993.

**Section 5.**  **Allocation of Directors Among Classes in the Event of Increases orDecreases in the Number of Directors.**  In the event of any increase or decrease inthe authorized number of directors, (i) each director then serving as suchshall nevertheless continue as director of the class of which he is a memberuntil the expiration of his current term or his prior death, retirement orresignation, and (ii) the newly created or eliminated directorships resultingfrom such increase or decrease shall be apportioned by the Board of Directorsamong the three classes of directors so as to ensure that no one class has morethan one director more than any other class. To the extent possible, consistent with the foregoing rule, any newlycreated directorships shall be added to those classes whose terms of office areto expire at the latest dates following such allocation, and any newlyeliminated directorships shall be subtracted from those classes whose terms ofoffice are to expire at the earliest dates following such allocation, unlessotherwise provided for from time too time by resolution adopted by a majorityof the directors then in office, although less than a quorum.

**Section 6.**  **Tenure.** Notwithstanding any provisions to the contrary contained herein, eachdirector shall hold office until his successor is elected and qualified, oruntil his earlier death, resignation or removal.

**Section 7.**  **Vacancies.**  Unless anduntil filled by the stockholders or otherwise provided by law or by theCertificate of Incorporation, any vacancy in the Board of Directors, howeveroccurring, including a vacancy resulting from an enlargement of the Board, maybe filled by the affirmative vote of a majority of the directors then inoffice, although less than a quorum, or by a sole remaining director.  A director elected to fill a vacancy shall beelected for the unexpired term of his predecessor in office, and a directorchosen to fill a position resulting from an increase in the number of directorsshall hold office until the next annual meeting of stockholders and until hissuccessor is elected and qualified, or until his earlier death, resignation orremoval.

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**Section 8.**  **Resignation.**  Anydirector may resign at any time upon written notice to the Corporation at itsprincipal place of business or to the President or Secretary.  Such resignation shall be effective uponreceipt unless it is specified to be effective at some other time or upon thehappening of some other event.

**Section 9.**  **Regular Meetings.** Regular meetings of the Board of Directors shall be held at such placeor places, on such date or dates, and at such time or times as shall have beenestablished by the Board of Directors and publicized among all directors.  A notice of each regular meeting shall not berequired.

**Section 10.**  **Special Meetings.** Special meetings of the Board of Directors may be called by the Secretaryat the request of at least two directors or by the Chairman of the Board andshall be held at such place, on such date, and at such time as they or he shallfix.  Notice of the place, date, and timeof each such special meeting shall be given each director by whom it is notwaived by mailing written notice not less than five (5) days before the meetingby facsimile transmission of the same not less than forty-eight (48) hoursbefore the meeting.  Unless otherwise indicatedin the notice thereof, any and all business may be transacted at a specialmeeting.

**Section 11.**  **Quorum.**  At anymeeting of the Board of Directors, a majority of the Board of Directors shallconstitute a quorum for all purposes.  Inthe event one or more of the directors shall be disqualified to vote at anymeeting, then the required quorum shall be reduced by one for each suchdirector so disqualified; provided, however, that in no case shall less thanone-third (1/3) of the number so fixed constitute a quorum.  If a quorum shall fail to attend any meeting,a majority of those present may adjourn the meeting to another place, date, ortime, without further notice or waiver thereof.

**Section 12.**  **Participation in Meetings by Conference Telephone.**  Members of the Board of Directors, or of anycommittee thereof, may participate in a meeting of the Board of Directors orcommittee by means of conference telephone or similar communications equipmentby means of which all persons participating in the meeting can hear each otherand such participation shall constitute presence in person at such meeting.

**Section 13.**  **Conduct of Business.** At any meeting of the Board of Directors, business shall be transactedin such order and manner as the Board of Directors may from time to timedetermine, and all matters shall be determined by the vote of a majority of thedirectors present (after a quorum is present), except as otherwise providedherein or required by law or by the Certificate of Incorporation, as amendedfrom time to time.  Any action requiredor permitted to be taken at any meeting of the Board of Directors or of anycommittee of the Board of Directors may be taken by the Board of Directors orcommittee without a meeting if all members of the Board of Directors orcommittee, as the case may be, who are then in office consent thereto inwriting, and the written consents are filed with the minutes of proceedings ofthe Board of Directors.

**Section 14.**  **Powers.**  The Board ofDirectors may, except as otherwise required by law or charter provision, exerciseall such powers and do all such acts and things as may be exercised or done bythe Corporation, including, without limiting the generality of the foregoing,the unqualified power:

**(1)          **To declare dividends from time to time in accordancewith law;

**(2)          **To purchase or otherwise acquire any property, rightsor privileges on such terms as it shall determine;

**(3)          **To authorize the creation, making and issuance, insuch form as it may determine, of written obligations of every kind, negotiableor non-negotiable, secured or unsecured, to borrow funds and guaranteeobligations, and to do all things necessary in connection therewith;

**(4)          **To remove any officer of the Corporation with orwithout cause, and from time to time to devolve the powers and duties of any officerupon any other person for the time being;

**(5)          **To confer upon any officer of the Corporation thepower to appoint, remove and suspend subordinate officers, employees andagents;

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**(6)          **To adopt from time to time such stock option, stockpurchase, bonus or other compensation plans for directors, officers, employees,consultants and agents of the Corporation and its subsidiaries as it maydetermine;

**(7)          **To authorize and fix the terms of series of preferredstock;

**(8)          **To approve or ratify all agreements material to theoperations of the Corporation;

**(9)          **To adopt from time to time such insurance, retirement,and other benefit plans for directors, officers, employees, consultants andagents of the Corporation and its subsidiaries as it may determine; and

**(10)        **To adopt from time to time regulations, notinconsistent herewith, for the management of the Corporation’s business andaffairs.

**Section 15.**  **Compensation of Directors.** Directors, as such, may receive, pursuant to resolution of the Board ofDirectors, fixed fees and other compensation for their services as directors,including, without limitation, their services as members of committees of theBoard of Directors.  No such paymentshall preclude any director from serving the Corporation or any of its parentof subsidiary corporations in any other capacity and receiving compensation forsuch service.

**Section 16.**  **Removal.**  Any one ormore or all of the directors may be removed without cause only by the holders ofat least seventy-five percent (75%) of the shares then entitled to vote at anelection of directors.  Any one or moreor all of the directors may be removed with cause only by the holders of atleast a majority of the shares then entitled to vote at an election ofdirectors.

For the purposes of the foregoing paragraph, “cause”,with respect to the removal of any director, shall mean only (1) conviction ofa felony, (2) declaration of unsound mind by order of court, (3) grossdereliction of duty, (4) commission of an action involving moral turpitude, or(5) commission of an action which constitutes intentional misconduct or aknowing violation of law if such action in either event results in impropersubstantial personal benefit and a material injury to the corporation.

**ARTICLE III - COMMITTEES**

** **

**Section 1.**  **Designation, Powers and Name.**  The Board of Directors may, by resolutionpasses by a majority of the whole Board, designate one or more committees,including, if they shall so determine, an Executive committee, each suchcommittee to consist of one or more of the Directors of the Corporation.

Each committee designated by the Board of Directorsshall have and may exercise such of the powers of the Board in the managementof the business and affairs of the Corporation as may be provided in suchresolution or in these By-laws; provided, however, that no such committee shallhave the power or authority in reference to amending the Certificate ofIncorporation (except that a committee may, to the extent authorized in theresolution or resolutions provided for the issuance of shares of stock adoptedby the Board of Directors pursuant to authority, if any, expressly vested inthe Board by the provisions of the Certificate of Incorporation, (i) fix thedesignations and any of the preferences or rights of such shares relating todividends, redemption, dissolution, any distribution of assets the Corporationor the conversion into, or the exchange of such shares for, shares of any otherclass or classes or any other series of the same or any other class or classesof stock of the Corporation, or (ii) fix the number of shares of any series ofstock or authorize the increase or decrease of the shares of any series),adopting an agreement of  merger orconsolidation, recommending to the stockholders the sale, lease or exchange ofall or substantially all of the Corporation’s property and assets, recommendingto the stockholders a dissolution of the Corporation or a revocation of adissolution, or amending the By-laws of the Corporation; and, provided further,that, unless the resolution establishing the committee, the certificate ofIncorporation or these By-laws expressly so provide, no such committee shallhave the power or authority to declare a dividend, to authorize the issuance ofstock or to adopt a certificate of ownership and merger pursuant to Section 253of the DGCL.  The committee may authorizethe seal of the Corporation to be affixed to all papers which may require it.  The Board of Directors may designate one ormore 

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Directors as alternate members of any committee, whomay replace any absent or disqualified member at any meeting.

**Section 2.**  **Meetings; Minutes.** Unless the Board of Directors shall otherwise provide, upon designationof any committee by the Board, such committee shall elect one of its members aschairman and may elect one of its members as vice chairman and shall adoptrules of proceedings providing for, among other things, the manner of calling committeemeetings, giving notices thereof, quorum requirements for such meetings, andthe methods of conducting the same.  Eachcommittee of Directors shall keep regular minutes of its proceedings and reportthe same to the Board of Directors when required.

**Section 3.**  **Compensation.**  Membersof special or standing committees may be allowed compensation if the Board ofDirectors shall so determine pursuant to Section 12 of Article III of theseBy-laws.

**Section 4.**  **Action by Consent; Participation by Telephone or Similar Equipment.**  Unless the Board of Directors, theCertificate of Incorporation or these By-laws shall otherwise provide, anyaction required or permitted to be taken by any committee may be taken withouta meeting if all members of the committee consent in writing to the adoption ofa resolution authorizing the action.  Theresolution and the written consents thereto by the members of the committeeshall be filed with the minutes of the proceedings of the committee.  Unless the Board of Directors, theCertificate of Incorporation or these By-laws shall otherwise provide, any oneor more members of any such committee may participate in any meeting of thecommittee by means of conference telephone or similar communications equipmentby means of which all persons participating in the meeting can hear eachother.  Participation by such means shallconstitute presence in person at a meeting of the committee.

**Section 5.**  **Changes in Committees; Resignations; Removals.**  The Board shall have power, by the affirmativevote of a majority of the authorized number of Directors, at any time to changethe members of, to fill vacancies in, and to discharge any committee of theBoard.  Any member of any such committeemay resign at any time by giving notice to the Corporation, provided, however,that notice to the Board, the Chairman of the Board, the President, thechairman of such committee or the Secretary shall be deemed to constitutenotice to the Corporation.  Such resignationshall take effect upon receipt of such notice or at any later time specifiedtherein; and, unless otherwise specified therein, acceptance of suchresignation shall not be necessary to make it effective.  Any member of any such committee may beremoved at any time, with or without cause, by the affirmative vote of amajority of the authorized number of Directors at any meeting of the Boardcalled for that purpose.

**ARTICLE IV - OFFICERS**

** **

**Section 1.**  **Generally.**  Theofficers of the Corporation shall consist of a President, one or more VicePresidents, a Secretary, a Treasurer and such other officers as may from timeto time be appointed by the Board of Directors, including, without limiting thegenerality of the foregoing, a chairman of the Board.  Officers shall be elected by the Board ofDirectors which shall consider that subject at its first meeting after everyannual meeting of stockholders.  Eachofficer shall hold office until his successor is elected and qualified or ifearlier, until he dies, resigns, is removed or becomes disqualified, unless ashorter term is specified by the Board of Directors at the time of election ofsuch officer.  Any number of offices maybe held by the same person.  No officerneed be a stockholder.

**Section 2.**  **Chairman of the Board.** The Chairman of the Board, if any, shall preside at meetings of theBoard of Directors and stockholders at which he is present and shall have suchauthority and perform such duties as may be prescribed by these By-laws or fromtime to time determined by the Board of Directors.  The Chairman of the Board shall have power tosign all stock certificates, contracts and other instruments of the Corporationwhich are authorized.

**Section 3.**  **President.**  Except for meetings at which the Chairman ofthe Board, if any, presides, the President shall, if present, preside at allmeetings of stockholders, and if a director, at all meetings of the Board ofDirectors.  The President shall, subjectto the control and direction of the Board of Directors, have and perform suchpowers and duties as may be prescribed by these By-laws or from time to time bedetermined by the Board of Directors. The President shall have power to sign all stock certificates, contractsand other instruments of the Corporation which are authorized.

 

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**Section 4.**  **Vice President.**  EachVice President shall have such powers and duties as may be delegated to him bythe Board of Directors.  One (1) VicePresident may be designated by the Board of Directors to perform the duties andexercise the powers of the President in the event of the President’s absence ordisability.

**Section 5.**  **Treasurer.**  TheTreasurer shall have the responsibility for maintaining the financial recordsof the Corporation.  The Treasurer shallmake such disbursements of the funds of the Corporation as are authorized andshall render from time to time an account of all such transactions and of thefinancial condition of the Corporation. The Treasurer shall also perform such other duties as the Board ofDirectors may from time to time prescribe.

**Section 6.**  **Secretary.**  TheSecretary shall issue all authorize notices for, and shall keep minutes of, allmeetings of the stockholders and the Board of Directors.  The Secretary shall have charge of thecorporate books and shall perform such other duties as the Board of Directorsmay from time to time prescribe.

**Section 7.**  **Delegation of Authority.** The Board of Directors may from time to time delegate the powers orduties of any officer to any other officers or agents, notwithstanding anyprovisions hereof.

**Section 8.**  **Resignation and Removal.** Any officer may resign by delivering his written resignation to theCorporation at its principal office or to the President or Secretary.  Such resignation shall be effective at someother time or upon the happening of some other event.

Any officer may be removed at any time, with orwithout cause, by vote of a majority of the entire number of directors then inoffice.

Except as the Board of Directors may otherwisedetermine, no officer who resigns or is removed shall have any right to anycompensation as an officer for any period following his resignation or removal,or any right to damages on account of such removal, whether his compensation beby the month or by the year or otherwise, unless such compensation is expresslyprovided in a duly authorized written agreement with the Corporation.

**Section 9.**  **Vacancies.**  The Boardof Directors may fill any vacancy occurring in any office for any reason andmay, in its discretion, leave unfilled for such period as it may determine anyoffices other than those of President, Treasurer and Secretary.  Each such successor shall hold office for theunexpired term of his predecessor and until his successor is elected andqualified, or until his earlier death, resignation or removal.

**Section 10.**  **Salaries.**  Officers ofthe corporation shall be entitled to such salaries, compensation orreimbursement as shall be fixed or allowed from time to time by the Board ofDirectors.

**ARTICLE V - STOCK**

** **

**Section 1.**  **Issuance of Stock.**  Unlessotherwise voted by the stockholders and subject to the provisions of theCertificate of Incorporation, the whole or any part of any unissued balance ofthe authorized capital stock of the corporation or the whole or any part of anyunissued balance of the authorized capital stock of the Corporation held in itstreasury may be issued, sold, transferred or otherwise disposed of by vote ofthe Board of Directors in such a manner, for such consideration and on suchterms as the Board of Directors may determine.

**Section 2.**  **Certificates of Stock.** Each stockholder shall be entitled to a certificate signed, or in thename of the Corporation by, the President or a Vice President, and by theSecretary or an Assistant Secretary, or the Treasurer or an AssistantTreasurer, certifying the number of shares owned by him.  Any or all of the signatures on thecertificate may be by facsimile.

**Section 3.**  **Transfers of Stock.** Transfers of stock shall be made only upon the transfer books of theCorporation kept at an office of the Corporation or by transfer agentsdesignated to transfer shares of the stock of the Corporation.  Except where a certificate is issued inaccordance with Section 5 of this Article, an outstanding certificate for thenumber of shares involved shall be surrendered for cancellation before a newcertificate is issued therefor.

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**Section 4.**  **Record Date.**  In orderthat the Corporation may determine the stockholders entitled to notice of or tovote at any meeting of stockholders, or to receive payment of any dividend orother distribution or allotment of any rights or to exercise any rights inrespect of any change, conversion or exchange of stock or for the purpose ofany other lawful action, the Board of Directors may fix a record date, whichrecord date shall not precede the date on which the resolution fixing therecord date is adopted and which record date shall not be more than sixty (60)nor less than ten (10) days before the date of any meeting of stockholders, normore than sixty (60) days prior to the time for such other action ashereinbefore described; provided, however, that if no record date is fixed bythe Board of Directors, the record date for determining stockholders entitledto notice of or to vote at a meeting of stockholders shall be at the close ofbusiness on the day next preceding the day on which notice is given or, ifnotice is waived, at the close of business on the day next preceding the day onwhich the meeting is held, and, for determining stockholders entitled toreceive payment of any dividend or other distribution or allotment of rights orto exercise any rights of change, conversion or exchange of stock or for anyother purpose, the record date shall be at the close of business on the day onwhich the Board of Directors adopts a resolution relating thereto.

A determination of stockholders of record entitled tonotice of or to vote at a meeting of stockholders shall apply to anyadjournment of the meeting; provided, however, that the Board of Directors mayfix a new record date for the adjourned meeting.

**Section 5.**  **Lost, Stolen or Destroyed Certificates.**  In the event of the loss, theft ordestruction of any certificate of stock, another may be issued in its placepursuant to such regulations as the Board of Directors may establish concerningproof of such loss, theft or destruction and concerning the giving of asatisfactory bond or bonds of indemnity.

**Section 6.**  **Regulations.**  Theissue, transfer, conversion and registration of certificates of stock shall begoverned by such other regulations as the Board of Directors may establish.

**ARTICLE VI - NOTICES**

** **

**Section 1.**  **Notices.**  Except asotherwise specifically provided herein or required by law or charter provision,all notices required to be given to any stockholder, director, officer,employee or agent shall be in writing and may in every instance be effectivelygiven by hand delivery to the recipient thereof, by depositing such notice inthe mails, postage paid, or by sending such notice by prepaid telegram or telexor facsimile transmission.  Any suchnotice shall be addressed to such stockholder, director, officer, employee oragent at his last known address as the same appears on the books of theCorporation.  The time when such noticeis received, if hand delivered, or dispatched, if delivered through the mailsor by telegram or telex or facsimile transmission, shall be the time of thegiving of the notice.

**Section 2.**  **Waivers.**  A writtenwaiver of any notice, signed by a stockholder, director, officer, employee oragent, whether before or after the time of the event for which notice is to begiven, shall be deemed equivalent to the notice required to be given to suchstockholder, director, officer, employee or agent.  Neither the business nor the purpose of anymeeting need be specified in such a waiver.

**ARTICLE VII - TRANSACTIONS WITHINTERESTED PARTIES**

 

No contract or transaction between the Corporation andone or more of the directors or officers, or between the Corporation and anyother corporation, partnership, association, or other organization in which oneor more of the directors or officers are directors or officers, or have afinancial interest, shall be void or voidable solely for this reason, or solelybecause the director or officer is present at or participates in the meeting ofthe Board of Directors or a committee of the Board of Directors whichauthorizes the contract or transaction or solely because his or their votes arecounted for such purpose, if:

**(1)          **The material facts as to his relationship or interestand as to the contract or transaction are disclosed or are known to the Boardof Directors or the committee, and the Board or committee in good faithauthorizes the contract or transaction by the affirmative vote of a majority ofthe disinterested directors, even though the disinterested directors be lessthan a quorum;

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**(2)          **The material facts as to his relationship or interestand as to the contract or transaction are disclosed or are known to thestockholders entitled to vote thereon, and the contract or transaction isspecifically approved in good faith by vote of the stockholders; or

**(3)          **The contract or transaction is fair as to theCorporation as of the time it is authorized, approved or ratified, by the Boardof Directors, a committee of the Board of Directors, or the stockholders.

Common or interested directors may be counted indetermining the presence of a quorum at a meeting of the Board of Directors orof a committee which authorizes the contract or transaction.

**ARTICLE VIII - MISCELLANEOUS**

 

**Section 1.**  **Facsimile Signatures.** In addition to the provisions for use or facsimile signatures elsewherespecifically authorized in these By-laws, facsimile signatures of any officeror officers of the Corporation may be used whenever and as authorized by theBoard of Directors or a committee thereof.

**Section 2.**  **Corporate Seal.**  TheBoard of Directors may provide a suitable seal, containing the name of the Corporation,which seal shall be in the charge of the Secretary.  If and when so directed by the Board ofDirectors or a committee thereof, duplicates of the seal may be kept and usedby the Secretary or Treasurer or by an Assistant Secretary or Assistant Treasurer.

**Section 3.**  **Reliance upon Books, Resorts and Records.**  Each director, each member of any committeedesignated by the Board of Directors, and each officer of the Corporationshall, in the performance of his duties, be fully protected in relying in goodfaith upon the books of account or other records of the Corporation and uponsuch information, opinions, reports or statements presented to the Corporationby any of its officers or employees or committees of the Board of Directors sodesignated, or by any other person as to matters which such director orcommittee member reasonably believes are within such other person’sprofessional or expert competence and who has been selected with reasonablecare by or on behalf of the Corporation.

**Section 4.**  **Fiscal Year.**  Thefiscal year of the Corporation shall be as fixed by the Board of Directors.

**Section 5.**  **Time Periods.**  Inapplying any provision of these By-laws that requires that an act be done ornot be done a specified number of days prior to an event or that an act be doneduring a period of a specified number of days prior to an event, calendar daysshall be used, the day of the doing of the act shall be excluded, and the dayof the event shall be included.

**Section 6.**  **Voting of Securities.** Except as the directors may otherwise designate, the President orTreasurer may waive notice of, and act as, or appoint any person or persons toact as, proxy or attorney-in-fact for the corporation (with or without power ofsubstitution) at, any meeting of stockholders or shareholders of any othercorporation or organization, the securities of which may be held by thiscorporation.

**Section 7.**  **Evidence of Authority.** A certificate by the Secretary, or an Assistant Secretary, or atemporary Secretary, as to any action taken by the stockholders, directors, acommittee or any officer or representative of the corporation shall as to allpersons who rely on the certificate in good faith be conclusive evidence ofsuch action.

**Section 8.**  **Certificate of Incorporation.**  All references in these By-laws to theCertificate of Incorporation shall be deemed to refer to the Certificate ofIncorporation, as amended and in effect from time to time.

**Section 9.**  **Severability.**  Anydetermination that any provision of these By-laws is for any reasoninapplicable, illegal or ineffective shall not affect or invalidate any otherprovision of these By-laws.

**Section 10.**  **Pronouns.**  Wheneverthe content may require, any pronouns used in these By-laws shall include thecorresponding masculine, feminine or neuter forms.

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**ARTICLE IX - AMENDMENTS**

 

These By-laws may be amended or repealed by theaffirmative vote of a majority of the Board of Directors at any meeting or bythe stockholders by the affirmative vote of seventy-five percent (75%) of theoutstanding voting power of the then-outstanding shares of capital stock of theCorporation at any meeting at which a proposal to amend or repeal these By-lawsis properly presented.

 

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SECRETARY’S CERTIFICATE OF ADOPTION OF RESTATED BYLAWSOFFOCUS ENHANCEMENTS, INC.A Delaware Corporation

 

 

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I, the undersigned, do hereby certify:

1. That I am the Secretary of FOCUS Enhancements,Inc., a Delaware corporation.

2. That the foregoing By-laws constitute the RestatedBy-laws of said corporation as adopted by the Sole Shareholder on March 31,1993.

IN WITNESS WHEREOF, I have hereunto subscribed my namethis 14th day of April, 1993.

 

 
|   | /s/ Judith M. Ott |
|--------|-------------------|
|   | JUDITH M. OTT     |
|   | Secretary         |

** **

 

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**SECRETARY’S CERTIFICATE**

**FOCUS ENHANCEMENTS, INC.**

** **

            I, the undersigned, do hereby certify:

 

            1.             ThatI am the duly elected and acting Secretary of Focus Enhancements, Inc., aDelaware corporation (the “Company”); and

 

            2.             Thatthe following is a true and correct copy of a resolution of the Company adoptedby Unanimous Written Consent of the Board of Directors of the Company onSeptember 6, 2007.

 

**NOW,THEREFORE, BE IT HEREBY RESOLVED**, that ARTICLE V, Section 2 of the Bylaws of the Company,be deleted in its entirety and amended and restated to read as follows:

 

“**Section 2. Certificates ofStock**.  Shares of the  Corporation’s stock may be certificated oruncertificated, as provided under Delaware law and the Corporation may adopt asystem of issuance, recordation and transfer of its shares by electronic meansprovided, however, any system so adopted shall not become effective as toissued and outstanding securities until the certificates therefore have beensurrendered to the Corporation.  Allcertificates shall be signed in the name of the Corporation by the Chairman ofthe Board or the President or a Vice President and by the Treasurer or anassistant treasurer or the Secretary or an assistant secretary, certifying thenumber of shares and the class or series thereof owned by the stockholder.  Any or all of the signatures on thecertificate may be by facsimile signature. In the case any officer, transfer agent or registrar who has signed orwhose facsimile signature has been placed upon a certificate shall have ceasedto be such officer, transfer agent or registrar before such certificate isissued, it may be issued by the Corporation with the same effect as if suchperson were an officer, transfer agent or registrar at the date of issue.”

 

 

The foregoing resolution is presently in full forceand effect and has not been revoked or rescinded as of the date hereof.

 

                **IN WITNESS WHEREOF**, I have hereupon set my hand this 7th dayof September, 2007.

 

 
|   | /s/ Gary L Williams         |   |
|--------|-----------------------------|--------|
|   | Gary L. Williams, Secretary |   |

 

 

 

 

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