**TABLE OF CONTENTS**       PageARTICLE I – CORPORATE OFFICES  1          1.1    Registered Office  1   1.2    Other Offices  1    ARTICLE II – MEETINGS OF STOCKHOLDERS  1          2.1    Place of Meetings  1   2.2    Annual Meeting  1   2.3    Special Meeting  2   2.4    Notice of Stockholder’s Meetings; Affidavit of Notice  2   2.5    Advance Notice of Stockholder Nominees and Other Stockholder Proposals  3   2.6    Quorum  4   2.7    Adjourned Meeting; Notice  4   2.8    Conduct of Business  4   2.9    Voting  5   2.10  Waiver of Notice  5   2.11  Record Date for Stockholder Notice; Voting  5   2.12  Proxies  6    ARTICLE III – DIRECTORS  6          3.1    Powers  6   3.2    Number of Directors  6   3.3    Election, Qualification and Term of Office of Directors  6   3.4    Resignation and Vacancies  7   3.5    Place of Meetings; Meetings by Telephone  8   3.6    Regular Meetings  8   3.7    Special Meetings; Notice  8   3.8    Quorum  8   3.9    Waiver of Notice  9   3.10  Board Action by Written Consent Without a Meeting  9   3.11  Fees and Compensation of Directors  9   3.12  Approval of Loans to Officers  10   3.13  Removal of Directors  10   3.14  Chairman of the Board of Directors  10    ARTICLE IV – COMMITTEES  10          4.1    Committees of Directors  10   4.2    Committee Minutes  11   4.3    Meetings and Action of Committees  12    ARTICLE V – OFFICERS  12          5.1    Officers  12-i- 
    5.2    Appointment of Officers  12   5.3    Subordinate Officers  12   5.4    Removal and Resignation of Officers  12   5.5    Vacancies in Offices  12   5.6    Chief Executive Officer  13   5.7    President  13   5.8    Vice Presidents  13   5.9    Secretary  13   5.10  Chief Financial Officer  14   5.11  Representation of Shares of Other Corporations  14   5.12  Authority and Duties of Officers  14    ARTICLE VI – INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS  15          6.1    Indemnification of Directors and Officers  15   6.2    Indemnification of Others  15   6.3    Payment of Expenses in Advance  15   6.4    Indemnity Not Exclusive  15   6.5    Insurance  16   6.6    Conflicts  16    ARTICLE VII – RECORDS AND REPORTS  16          7.1    Maintenance and Inspection of Records  16   7.2    Inspection by Directors  17    ARTICLE VIII – GENERAL MATTERS  17          8.1    Checks  17   8.2    Execution of Corporate Contracts And Instruments  17   8.3    Stock Certificates; Partly Paid Shares  18   8.4    Special Designation on Certificates  18   8.5    Lost Certificates  19   8.6    Construction; Definitions  19   8.7    Dividends  19   8.8    Fiscal Year  19   8.9    Seal  19   8.10  Transfer of Stock  19   8.11  Stock Transfer Agreements  20   8.12  Registered Stockholders  20   8.13  Facsimile Signatures  20    ARTICLE IX  20 -ii- 
 **AMENDED AND RESTATED** **BYLAWS** **OF** **IMPAC MEDICAL SYSTEMS, INC.** **ARTICLE I** **CORPORATE OFFICES** 1.1    **Registered Office.**          The address of the Corporation’s registered office in the State of Delaware is 30 Old Rudnick Lane, Suite 100, Dover, Delaware, County ofKent, 19901. The name of its registered agent at such address is LexisNexis Document Solutions Inc.  1.2    **Other Offices.**          The Board of Directors may at any time establish other offices at any place or places where the Corporation is qualified to do business.  **ARTICLE II** **MEETINGS OF STOCKHOLDERS** 2.1    **Place of Meetings.**          Meetings of stockholders shall be held at any place,within or outside the State of Delaware, designated by the Board of Directors. In the absence of any such designation, stockholders’ meetings shall be held at the registered office of the Corporation.  2.2    **Annual Meeting.**          (a)    The annual meeting of stockholders shall be held each year on a date and at a timedesignated by resolution of the Board of Directors. At the meeting, directors shall be elected and any other proper business may be transacted.           (b)    Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to betransacted by the stockholders may be made by or at the direction of the Board of Directors or by any stockholder of the Corporation who was a stockholder of record at the time of giving of the notice provided for in this Section 2.2, who isentitled to vote at the meeting and who has complied with the notice procedures set forth in this Section 2.2.           (c)    For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (b) of thisSection 2.2, the 
stockholder must have given timely notice thereof in writing to the secretary of the Corporation, as provided in Section 2.5, and such business must be a proper matter for stockholder actionunder the General Corporation Law of Delaware.           (d)    Only such business shall be conducted at an annual meeting of stockholders as shall have been brought before the meeting in accordance with theprocedures set forth in these Bylaws. The chairman of the meeting shall determine whether a nomination or any business proposed to be transacted by the stockholders has been properly brought before the meeting and, if any proposed nomination orbusiness has not been properly brought before the meeting, the chairman shall declare that such proposed business or nomination shall not be presented for stockholder action at the meeting.           (e)    Nothing in this Section 2.2 shall be deemed to affect any rights of stockholders to requestinclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.  2.3    **Special Meeting.**          (a)    A special meeting of the stockholders may be called at any time by the Board of Directors, the chairman of the board, or by the president.           (b)    Only such business shall be conducted at aspecial meeting of the stockholders as shall have been brought before the meeting by the board of directors, the chairman of the board, if any, and the President.           (c)    Nominations of persons for election to the Board of Directors may be made at a specialmeeting of stockholders, if such election is set forth in the notice of such special meeting. Such nominations may be made either by or at the direction of the Board of Directors, or by any stockholder of record entitled to vote at such specialmeeting, provided the stockholder follows the notice procedures set forth in Section 2.5.           (d)    Notwithstanding the foregoing provisions of this Section 2.3, a stockholder shall also comply with all applicable requirements of the SecuritiesExchange Act of 1934 and the rules and regulations thereunder with respect to matters set forth in this Section 2.3.  2.4    **Notice of Stockholder’s Meetings; Affidavit of Notice.**          All notices of meetings of stockholders shall be in writing and shall be sent or otherwise given in accordance with this Section 2.4 of these Bylaws not less than 10 nor more than60 days before the date of the meeting to each stockholder entitled to vote at such meeting (or such longer or shorter time as is required by Section 2.5 of these Bylaws, if applicable). The notice shall specify the place (if any), date, and hour ofthe meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Written notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed tothe stockholder at his address as it appears on the records of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic mail or otherelectronic transmission, in the -2- 
manner provided in Section 232 of the Delaware General Corporation Law. An affidavit of the secretary or an assistant secretary or of the transfer agent of the Corporation that the notice hasbeen given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.  2.5    **Advance Notice of Stockholder Nominees and Other Stockholder Proposals.**          Only persons who are nominated in accordance with the procedures set forth in this Section 2.5 shall be eligible for election as directors. Nominations of persons for election tothe Board of Directors of the Corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors or by any stockholder of the Corporation entitled to vote for the election of directors at the meeting who complieswith the notice procedures set forth in this Section 2.5. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the secretary of the Corporation. Stockholdersmay bring other business before the annual meeting, provided that timely notice is provided to the secretary of the Corporation in accordance with this section, and provided further that such business is a proper matter for stockholder action underthe General Corporation Law of Delaware. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to theanniversary date of the prior year’s meeting; provided, however, that in the event that (i) the date of the annual meeting is more than 30 days prior to or more than 60 days after such anniversary date, and (ii) less than 60 days notice orprior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such stockholder’s noticeshall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a directors, (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of suchperson, (iii) the class and number of shares of the Corporation which are beneficially owned by such person and (iv) any other information relating to such person that is required to be disclosed in solicitations of proxies for election ofdirectors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934 (including, without limitation, such person’s written consent to being name in the proxy statement as a nominee and toserving as a director if elected); (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of such business, the reasons for conducting such business at the meeting and any material interest insuch business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made (i) the name and addressof the stockholder, as they appear on the Corporation’s books, and of such beneficial owner and (ii) the class and number of shares of the Corporation which are owned of record by such stockholder and beneficially by such beneficial owner. Atthe request of the Board of Directors any person nominated by the Board of Directors for election as a director shall furnish to the secretary of the Corporation that information required to be set forth in a stockholder’s notice of nominationwhich pertains to the nominee. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2.5. The chairman of the meeting shall, if the facts warrant,determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the Bylaws, and if -3- 
he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded.           Notwithstanding the foregoing provisions of this Section 2.5, a stockholder shall also comply with all applicablerequirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder with respect to matters set forth in this Section 2.5.  2.6    **Quorum**.           The holders of a majority of the shares of stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at allmeetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (a)the chairman of the meeting or (b) holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, shall have power to adjourn the meeting to another place (if any), date or time.  2.7    **Adjourned Meeting; Notice.**          When a meeting is adjourned to another place (if any), date or time, unless these Bylaws otherwise require, noticeneed not be given of the adjourned meeting if the time and place (if any), thereof and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present and vote at such adjourned meeting, are announcedat the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment anew record date is fixed for the adjourned meeting, notice of the place (if any), date and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present and vote atsuch adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.  2.8    **Conduct of Business.**          (a)    Such person as the Board of Directors may have designated or, in the absence of such a person, the President of the Corporation or, in his or herabsence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as Chairman of the meeting. In the absence of theSecretary of the Corporation, the Secretary of the meeting shall be such person as the Chairman of the meeting appoints.           (b)    The Chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including the manner of voting andthe conduct of business. The date and time of opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting. -4- 
 2.9    **Voting**.           (a)    The stockholders entitled to vote at any meeting ofstockholders shall be determined in accordance with the provisions of Section 2.11 of these Bylaws, subject to the provisions of Sections 217 and 218 of the General Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgors andjoint owners of stock and to voting trusts and other voting agreements).           (b)    Except as may be otherwise provided in the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of capital stockheld by such stockholder.           (c)    Allelections shall be determined by a plurality of the votes cast, and except as otherwise required by law, by these Bylaws, or by the Certificate of Incorporation, as amended from time to time, all other matters shall be determined by a majority ofthe votes cast affirmatively or negatively.  2.10  **Waiver of Notice.**          Whenever notice is required to be given under any provision of theGeneral Corporation Law of Delaware or of the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed by the person entitled to notice, or waiver by electronic mail or other electronic transmission by such person, whetherbefore or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, atthe beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need bespecified in any written waiver of notice, or any waiver of notice by electronic transmission, unless so required by the Certificate of Incorporation or these Bylaws.  2.11  **Record Date for Stockholder Notice; Voting.**          In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournmentthereof or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, theBoard of Directors may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action. If the Board of Directors does not so fix a record date:          (a)    The record date for determiningstockholders 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 theday on which the meeting is held. -5- 
          (b)    The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adoptsthe resolution relating thereto.           A determination ofstockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, if such adjournment is for thirty (30) days or less; provided, however, that the Board of Directors may fix a newrecord date for the adjourned meeting.  2.12  **Proxies**.           Each stockholder entitled to vote at a meeting of stockholders may authorize anotherperson or persons to act for such stockholder by an instrument in writing or by an electronic transmission permitted by law filed with the secretary of the Corporation, but no such proxy shall be voted or acted upon after three years from its date,unless the proxy provides for a longer period. A proxy shall be deemed signed if the stockholder’s name is placed on the proxy (whether by manual signature, typewriting, electronic or telegraphic transmission or otherwise) by the stockholder orthe stockholder’s attorney-in-fact. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212(e) of the General Corporation Law of Delaware.  **ARTICLE III** **DIRECTORS** 3.1    **Powers**.           Subject to the provisions of the General Corporation Law of Delaware and anylimitations in the Certificate of Incorporation or these Bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the Corporation shall be managed and all corporate powers shallbe exercised by or under the direction of the Board of Directors.  3.2    **Number ofDirectors.**          The number of directors constituting theentire Board of Directors shall be six.           Thereafter, thisnumber may be changed by a resolution of the Board of Directors or of the stockholders, subject to Section 3.4 of these Bylaws. No reduction of the authorized number of directors shall have the effect of removing any director before suchdirector’s term of office expires.  3.3    **Election, Qualification and Term ofOffice of Directors.**          Except as provided in Section3.4 of these Bylaws, and unless otherwise provided in the Certificate of Incorporation, directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. Directors need not be stockholders -6- 
unless so required by the Certificate of Incorporation or these Bylaws, wherein other qualifications for directors may be prescribed. Each director, including a director elected to fill avacancy, shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.           Unless otherwise specified in the Certificate of Incorporation, elections of directors need not be by written ballot.  3.4    **Resignation and Vacancies.**          Any director may resign at any time upon written notice to the attention of the secretary of the Corporation. When oneor more directors so resigns and the resignation is effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effectwhen such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies. Unless otherwise provided in the Certificate of Incorporation or these Bylaws,and subject to the rights of the holders of any series of Preferred Stock that may then be outstanding, a vacancy created by the removal of a director by the vote of the stockholders or by court order may be filled only by the affirmative vote ofthe majority of the directors then in office, even though less than a quorum of the board of directors, or by a sole remaining director. Each director so elected shall hold office until the next annual meeting of the stockholders and until asuccessor has been elected and qualified.           Unless otherwiseprovided in the Certificate of Incorporation or these Bylaws:           (a)    Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders havingthe right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.           (b)    Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors bythe provisions of the Certificate of Incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by asole remaining director so elected.           If at any time, byreason of death or resignation or other cause, the Corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with likeresponsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the Certificate of Incorporation or these Bylaws, or may apply to the Court of Chancery for a decree summarilyordering an election as provided in Section 211 of the General Corporation Law of Delaware.           If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole Board of Directors (as -7- 
constituted immediately prior to any such increase), then the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the total number of the shares atthe time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid,which election shall be governed by the provisions of Section 211 of the General Corporation Law of Delaware as far as applicable.  3.5    **Place of Meetings; Meetings by Telephone.**          The Board of Directors of the Corporation may hold meetings, both regular and special, either within or outside the State of Delaware. Unless otherwise restricted by theCertificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone orother communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.  3.6    **Regular Meetings.**          Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall fromtime to time be determined by the Board of Directors.  3.7    **Special Meetings;Notice.**          Special meetings of the board of directorsfor any purpose or purposes may be called at any time by the chairman of the board, the president, any vice president, the secretary or any two (2) directors.           Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail ortelegram, charges prepaid, addressed to each director at that director’s address as it is shown on the records of the Corporation. If the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the timeof the holding of the meeting. If the notice is delivered personally, by facsimile or by electronic transmission or by telephone, telecopy, telegram, telex or other similar means of communication, it shall be delivered at least twenty-four (24)hours before the time of the holding of the meeting, or on such shorter notice as the person or persons calling such meeting may deem necessary and appropriate in the circumstances. Any oral notice given personally, by facsimile or by electronictransmission or by telephone 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. The notice need not specify thepurpose of the place of the meeting, if the meeting is to be held at the principal executive office of the Corporation.  3.8    **Quorum**.           At all meetings of the Board of Directors, a majority of the authorized number of directors shall constitute a quorum for the transaction of business and the act of a majority ofthe -8- 
directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate ofIncorporation. If a quorum is not present at any meeting of the Board of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.          A meeting at which a quorum is initially present maycontinue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.  3.9    **Waiver of Notice.**          Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the Certificate of Incorporation or these Bylaws, a writtenwaiver thereof, signed by the person entitled to notice, or waiver by electronic mail or other electronic transmission by such person, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at ameeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfullycalled or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors, or members of a committee of directors, need be specified in any written waiver of notice unless so required by theCertificate of Incorporation or these Bylaws.  3.10  **Board Action by Written Consent Without aMeeting.**          Unless otherwise restricted by theCertificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or committee,as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee. Written consents representing actions taken by the board or committee may be executed bytelex, telecopy or other facsimile transmission, or by electronic mail or other electronic transmission, and such facsimile or electronic transmission shall be valid and binding to the same extent as if it were an original. If the minutes of theboard or committee are maintained in paper form, consents obtained by electronic transmission shall be reduced to written form and filed with such minutes.           Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any andall purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.  3.11  **Fees and Compensation of Directors.**          Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix thecompensation of directors. No such -9- 
compensation shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.  3.12  **Approval of Loans to Officers.**          The Corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the Corporation or of its subsidiary, includingany officer or employee who is a director of the Corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the Corporation. The loan, guaranty or otherassistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the Corporation. Nothing in this Section 3.2 containedshall be deemed to deny, limit or restrict the powers of guaranty or warranty of the Corporation at common law or under any statute.  3.13  **Removal of Directors.**          Unless otherwise restricted by statute, by the Certificate of Incorporation or by these Bylaws, any director or the entire Board of Directors may be removed, with or withoutcause, by the holders of a majority of the shares then entitled to vote at an election of directors; provided, however, that if the stockholders of the Corporation are entitled to cumulative voting, if less than the entire Board of Directors is tobe removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors. ****          No reduction of the authorized number of directors shall have the effect of removingany director prior to the expiration of such director’s term of office.  3.14  **Chairman ofthe Board of Directors.**          The Corporation may alsohave, at the discretion of the Board of Directors, a Chairman of the Board of Directors who shall not be considered an officer of the Corporation.  **ARTICLE IV** **COMMITTEES** 4.1    **Committees of Directors.**          The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. TheBoard may designate 1 or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or memberspresent at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent ordisqualified member. Any such committee, to the extent provided in the resolution of the Board -10- 
of Directors, or in these Bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of thebusiness and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving oradopting, or recommending to the stockholders, any action or matter expressly required by the General Corporate Law of Delaware to be submitted to stockholders for approval; (ii) adopting, amending or repealing any Bylaw of the corporation; (iii)amending the Certificate of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors as provided in Section 151(a) of theGeneral Corporation Law of Delaware, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange ofsuch shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares ofany series), (iv) adopting an agreement of merger or consolidation under Sections 251 or 252 of the General Corporation Law of Delaware, (v) recommending to the stockholders the sale, lease or exchange of all or substantially all of theCorporation’s property and assets, (vi) recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or (vii) unless the board resolution establishing the committee, the Bylaws or the Certificate ofIncorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the General CorporationLaw of Delaware.  ****4.2**    Committee Minutes.**          Each committee shall keep regular minutes of its meetings and report the same to theBoard of Directors when required.  ****4.3**    Meetings and Action of Committees.**          Meetings and actions of committees shall be governedby, and held and taken in accordance with, the provisions of Section 3.5 (place of meetings and meetings by telephone), Section 3.6 (regular meetings), Section 3.7 (special meetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of notice),and Section 3.10 (action without a meeting) of these Bylaws, with such changes in the context of such provisions as are necessary to substitute the committee and its members for the Board of Directors and its members; provided, however, that thetime of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the Board of Directors and that noticeof special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with theprovisions of these Bylaws. -11- 
 **ARTICLE V** **OFFICERS** 5.1    **Officers**.           The officers of the Corporation shall be a chief executive officer, a president, a secretary, and a chief financial officer. The Corporation may also have, at the discretion ofthe Board of Directors, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and any such other officers as may be appointed in accordance with the provisions of Section 5.3 of these Bylaws. Any number ofoffices may be held by the same person.  5.2    **Appointment of Officers**.          The officers of the Corporation, except such officers asmay be appointed in accordance with the provisions of Sections 5.3 or 5.5 of these Bylaws, shall be appointed by the Board of Directors, subject to the rights, if any, of an officer under any contract of employment.  5.3     **Subordinate Officers**.           The Board of Directors may appoint, or empower the chief executive officer or the president to appoint, such otherofficers and agents as the business of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to timedetermine.  5.4    **Removal and Resignation of Officers**.           Subject to the rights, if any, of an officer under any contract of employment, anyofficer may be removed, either with or without cause, by an affirmative vote of the majority of the Board of Directors at any regular or special meeting of the Board of Directors or, except in the case of an officer chosen by the Board of Directors,by any officer upon whom such power of removal may be conferred by the Board of Directors.           Any officer may resign at any time by giving written notice to the attention of the secretary of the Corporation. Any resignation shall take effect at the date of the receipt ofthat notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, ofthe Corporation under any contract to which the officer is a party.  5.5    **Vacancies inOffices**.           Any vacancy occurring in any office of theCorporation shall be filled by the Board of Directors. -12- 
5.6    **Chief Executive Officer**.           Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of theboard, if any, the chief executive officer of the Corporation shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and the officers of the Corporation. He or she shall preside atall meetings of the stockholders and, in the absence or nonexistence of a chairman of the board, at all meetings of the Board of Directors and shall have the general powers and duties of management usually vested in the office of chief executiveofficer of a corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.  5.7    **President**.           Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board (if any) or the chief executive officer, the president shallhave general supervision, direction, and control of the business and other officers of the Corporation. He or she shall have the general powers and duties of management usually vested in the office of president of a corporation and such other powersand duties as may be prescribed by the Board of Directors or these Bylaws.  5.8    **VicePresidents**.           In the absence or disability of thechief executive officer and 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 of Directors, shall perform all the duties of the president andwhen so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively bythe Board of Directors, these Bylaws, the president or the chairman of the board.  5.9    **Secretary**.           The secretary shall keep or cause to be kept, at the principal executive office of the Corporation or such other place as the Board of Directors may direct, a book of minutes ofall meetings and actions of directors, committees of directors, and stockholders. The minutes shall show the time and place of each meeting, the names of those present at directors’ meetings or committee meetings, the number of shares presentor represented at stockholders’ meetings, and the proceedings thereof.           The secretary shall keep, or cause to be kept, at the principal executive office of the Corporation or at the office of the Corporation’s transfer agent or registrar, asdetermined by resolution of the Board Of Directors, a share register, or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificatesevidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation. -13- 
          The secretary shall give, or cause to be given, notice of allmeetings of the stockholders and of the Board of Directors required to be given by law or by these Bylaws. He or she shall keep the seal of the Corporation, if one be adopted, in safe custody and shall have such other powers and perform such otherduties as may be prescribed by the Board of Directors or by these Bylaws.  5.10    **ChiefFinancial Officer**.            The chief financialofficer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts,disbursements, gains, losses, capital retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.            The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with suchdepositories as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the president, the chief executive officer, or the directors, uponrequest, an account of all his or her transactions as chief financial officer and of the financial condition of the Corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws. 5.11    **Representation of Shares of Other Corporations**.            The chairman of the board, the chief executive officer, thepresident, any vice president, the chief financial officer, the secretary or assistant secretary of this Corporation, or any other person authorized by the Board of Directors or the chief executive officer or the president or a vice president, isauthorized to vote, represent, and exercise on behalf of this Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this Corporation. The authority granted herein may be exercisedeither by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by the person having such authority.  5.12    **Authority and Duties of Officers**.            In addition to the foregoing authority and duties, all officers of the Corporation shall respectively have such authority and perform such duties in the management of thebusiness of the Corporation as may be designated from time to time by the Board of Directors or the stockholders. -14- 
 **ARTICLE VI** **INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,****AND OTHER AGENTS** 6.1    **Indemnification of Directors and Officers**.           The Corporation shall, to the maximum extent and in the manner permitted by theGeneral Corporation Law of Delaware, indemnify each of its directors and officers against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding,arising by reason of the fact that such person is or was an agent of the Corporation. For purposes of this Section 6.1, a “director” or “officer” of the Corporation includes any person (a) who is or was a director or officer ofthe Corporation, (b) who is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was a director or officer of a Corporation which was apredecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.  6.2    **Indemnification of Others**.           The Corporation shall have the power, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents(other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such personis or was an agent of the Corporation. For purposes of this Section 6.2, an “employee” or “agent” of the Corporation (other than a director or officer) includes any person (a) who is or was an employee or agent of theCorporation, (b) who is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was an employee or agent of a corporation which was apredecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.  6.3    **Payment of Expenses in Advance**.           Expenses incurred in defending any action or proceeding for which indemnification is required pursuant to Section 6.1 or for which indemnification is permitted pursuant to Section6.2 following authorization thereof by the Board of Directors shall be paid by the Corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay suchamount if it shall ultimately be determined, by final judicial decision from which there is no further right to appeal, that the indemnified party is not entitled to be indemnified as authorized in this Article VI.  6.4    **Indemnity Not Exclusive**.           The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which thoseseeking indemnification may been titled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an -15- 
official capacity and as to action in another capacity while holding such office, to the extent that such additional rights to indemnificationare authorized in the Certificate of Incorporation.  6.5    **Insurance**.          The Corporation may purchase and maintain insurance onbehalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trustor other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her againstsuch liability under the provisions of the General Corporation Law of Delaware.  6.6    **Conflicts**.           No indemnification or advance shall be made under this Article VI, except where such indemnification or advance is mandated by law or the order, judgment or decree of any court ofcompetent jurisdiction, in any circumstance where it appears:           (a)    That it would be inconsistent with a provision of the Certificate of Incorporation, these Bylaws, a resolution of the stockholders or an agreement ineffect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or           (b)    That it would be inconsistent with any conditionexpressly imposed by a court in approving a settlement.  **ARTICLE VII** **RECORDS AND REPORTS** 7.1    **Maintenance and Inspection of Records**.           The Corporation shall, either at its principal executive offices or at such place or places as designated by the Board of Directors, keep a record of its stockholders listingtheir names and addresses and the number and class of shares held by each stockholder, a copy of these Bylaws as amended to date, accounting books, and other records.           Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating thepurpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation’s stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A properpurpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by apower of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under -16- 
oath shall be directed to the Corporation at its registered office in Delaware or at its principal place of business.           A complete list of stockholders entitled to vote at any meeting of stockholders,arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in each such stockholder’s name, shall be open to the examination of any such stockholder for a periodof at least ten (10) days prior to the meeting in the manner provided by law. The stock list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law. This list shall presumptively determinethe identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.  7.2    **Inspection by Directors**.           Any director shall have the right to examine the Corporation’s stockledger, a list of its stockholders, and its other books and records for a purpose reasonably related tohis or her position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the Corporation to permit the director toinspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other andfurther relief as the Court may deem just and proper.  7.3    **Annual Statement ToStockholders**.           The Board of Directors shall presentat each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.  **ARTICLE VIII** **GENERAL MATTERS** 8.1    **Checks**.           From time to time, the Board of Directors shall determine by resolution which person or persons may sign or endorseall checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the Corporation, and only the persons so authorized shall sign or endorse those instruments.  8.2    **Execution of Corporate Contracts and Instruments**.           The Board of Directors, except as otherwise provided in these Bylaws, may authorizeany officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified bythe Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or -17- 
authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for anyamount.  8.3    **Stock Certificates; Partly Paid Shares**.           The shares of the Corporation shall be represented by certificates, provided thatthe Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by acertificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificatedshares shall be entitled to have a certificate signed by, or in the name of the Corporation by the chairman or vice-chairman of the Board of Directors, or the chief executive officer or the president or vice-president, and by the chief financialofficer or an assistant treasurer, or the secretary or an assistant secretary of the Corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case anyofficer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporationwith the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.           The Corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or backof each stock certificate issued to represent any such partly paid shares, upon the books and records of the Corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paidthereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paidthereon.  8.4    **Special Designation on Certificates**.           If the Corporation is authorized to issue more than one class of stock or more thanone series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of suchpreferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock a statement that theCorporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and thequalifications, limitations or restrictions of such preferences and/or rights. -18- 
 8.5    **Lost Certificates**.           Except as provided in this Section 8.5, no new certificates for sharesshall be issued to replace a previously issued certificate unless the latter is surrendered to the Corporation and canceled at the same time. The Corporation may issue a new certificate of stock or uncertificated shares in the place of anycertificate previously issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or the owner’s legal representative, to give the Corporation a bondsufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.  8.6    **Construction; Definitions**.           Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DelawareGeneral Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes botha corporation and a natural person.  8.7    **Dividends**.           The directors of the Corporation, subject to any restrictions contained in (a) theGeneral Corporation Law of Delaware or (b) the Certificate of Incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of the Corporation’s capital stock.          The directors of the Corporation may set apart out of anyof the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property ofthe Corporation, and meeting contingencies.  8.8    **Fiscal Year**.           The fiscal year of the Corporation shall be fixed by resolution of theBoard of Directors and may be changed by the Board of Directors.  8.9**    Seal**.          The Corporation may adopt a corporate seal, which may bealtered at pleasure, and may use the same by causing it or a facsimile thereof, to be impressed or affixed or in any other manner reproduced.  8.10  **Transfer of Stock**.           Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignationor authority to transfer, it shall be the duty of the Corporation to issue a new -19- 
certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books.  8.11    **Stock Transfer Agreements**.            The Corporation shall have power to enter into and perform any agreement with any number of stockholders of anyone or more classes of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of Delaware. 8.12    **Registered Stockholders**.            The Corporation shall be entitled to recognize the exclusive right of a personregistered on its books as the owner of shares to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares, and shall not be bound to recognizeany equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.  8.13    **Facsimile Signatures**.            In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws,facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.  **ARTICLE IX** **AMENDMENTS**           The Bylaws of the Corporation may be adopted, amended or repealed by theaffirmative vote of the holders of at least 66-2/3% of the voting power of the then-outstanding stock of the Corporation; provided, however, that the Corporation may, in its Certificate of Incorporation, confer the power to adopt, amend or repealBylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal Bylaws, as provided for in this Article IX. -20-