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Exhibit 3.5
 BYLAWS
OF
FORWARD ACQUISITION CORP.
 ARTICLE I
 MEETINGS OF STOCKHOLDERS
 Time and Place of Meetings
 Annual Meeting
 Special Meetings
 Notice of Meetings provided however
 Quorum
 B-1




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Voting
 Action by Consent
 ARTICLE II
 DIRECTORS
 Powers
 Number and Term of Office
 B-2




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Vacancies and New Directorships
 Regular Meetings
 Special Meetings
 Quorum
 Written Action
 Participation in Meetings by Conference Telephone
 ARTICLE III
 NOTICES
 Generally
 B-3




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Waivers
 ARTICLE IV
 OFFICERS
 Generally
 Compensation
 Succession
 Authority and Duties
 President
 Execution of Documents and Action with Respect to Securities of Other
Corporations
 B-4




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Vice President
 Secretary and Assistant Secretaries
 (a)
    
    The Secretary shall attend all meetings of the stockholders and all meetings of the Board
of Directors and record all proceedings of the meetings of the stockholders and of the Board of
Directors. The Secretary shall give, or cause to be given, notice of all meetings of the
stockholders and meetings of the Board of Directors. The Secretary shall perform such duties as
may be prescribed by the Board of Directors or the President. The Secretary shall have charge of
the seal of the Corporation and authority to affix the seal to any instrument. The Secretary or
any Assistant Secretary may attest to the corporate seal by handwritten or facsimile signature.
The Secretary shall keep and account for all books, documents, papers and records of the
Corporation except those for which some other officer or agent has been designated or is otherwise
properly accountable. The Secretary shall have authority to sign stock certificates.(b)
    
    Assistant Secretaries, in the order of their seniority, shall assist the Secretary and, if
the Secretary is unavailable or fails to act, perform the duties and exercise the authorities of
the Secretary.
 Treasurer and Assistant Treasurers
 (a)
    
    The Treasurer shall have the custody of the funds and securities belonging to the
Corporation and shall deposit all moneys and other valuable effects in the name and to the credit
of the Corporation in such depositories as may be designated by the Treasurer with the prior
approval of the Board of Directors or the President. The Treasurer shall disburse the funds and
pledge the credit of the Corporation as may be directed by the Board of Directors and shall render
to the Board of Directors and the President, as and when required by them, or any of them, an
account of all transactions by the Treasurer.(b)
    
    Assistant Treasurers, in the order of their seniority, shall assist the Treasurer and, if
the Treasurer is unavailable or fails to act, perform the duties and exercise the authorities of
the Treasurer.
 ARTICLE V
 STOCK
 Certificates
 B-5




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Transfer
 Lost, Stolen or Destroyed Certificates
 Record Date
 (a)
    
    In order that the Corporation may determine the stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall not be more than 60
nor less than 10 days before the date of such meeting. If no record is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next preceding the day on
which notice is given, or, if notice is waived, at the close of business on the day next preceding
the day on which the meeting is held. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.(b)
    
    In order that the Corporation may determine the stockholders entitled to consent to
corporate action in writing without a meeting, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which date shall not be more than 10 days after the date upon which
the resolution fixing the record date is adopted by the Board of Directors. If no record date has
been fixed by the Board of Directors, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting, when no prior action by the Board of
Directors is required, shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the Corporation by delivery to its registered
office in Delaware, its principal place of business, or an officer or agent
 B-6




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of the Corporation having custody of the book in which proceedings of meetings of stockholders
are recorded. Delivery made to a Corporations registered office shall be by hand or by certified
or registered mail, return receipt requested. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by law, the record date for
determining stockholders entitled to consent to corporate action in writing without a meeting shall
be at the close of business on the day on which the Board of Directors adopts the resolution taking
such prior action.(c)
    
    In order that the Corporation may determine the stockholders entitled to receive payment
of any dividend or other distribution or allotment of any rights or the stockholders entitled to
exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose
of any other lawful action, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted, and which record
date shall be not more than sixty days prior to such action. If no record date is fixed, the
record date for determining stockholders for any such purpose shall be at the close of business on
the day on which the Board of Directors adopts the resolution relating thereto.
 ARTICLE VI
 GENERAL PROVISIONS
 Fiscal Year
 Corporate Seal
 Reliance upon Books, Reports and Records
 Time Periods
 Dividends
 B-7




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ARTICLE VII
 AMENDMENTS
 Amendments
 B-8