Exhibit 3.2.a.

BYLAWS

VICEROY ACQUISITION CORPORATION

TABLE OF CONTENTS
Page
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ARTICLE 1 - Offices..........................................................................1
1.1. Delaware Office............................................................1
1.2. Other Offices..............................................................1
ARTICLE 2 - Meeting of Stockholders..........................................................1
2.1. Place of Meetings..........................................................1
2.2. Annual Meeting.............................................................1
2.3. Special Meetings...........................................................1
2.4. Notice of Meetings.........................................................1
2.5. Quorum.....................................................................2
2.6. Adjournments...............................................................2
2.7. Voting and Proxies.........................................................2
2.8. Action at Meeting..........................................................3
2.8.1. Requisite Vote....................................................3
2.8.2. Business to be Conducted..........................................3
2.8.3. Business to be Brought by Stockholders............................3
2.9. Inspectors.................................................................3
2.10. Action without Meeting.....................................................4
ARTICLE 3 - Directors........................................................................4
3.1. General Powers.............................................................4
3.2. Number; Election and Qualification.........................................5
3.3. Enlargement of the Board of Directors......................................5
3.4. Tenure.....................................................................5
3.5. Vacancies..................................................................5
3.6. Resignation................................................................6
3.7. Place of Meetings..........................................................6
3.8. Regular Meetings...........................................................6
3.9. Special Meetings...........................................................6
3.10. Notice of Special Meetings.................................................6
3.11. Meetings by Telephone Conference Calls.....................................6
3.12. Quorum.....................................................................6
3.13. Action at Meeting..........................................................6
3.14. Action by Consent..........................................................6
3.15. Removal....................................................................7
3.16. Compensation of Directors..................................................7
ARTICLE 4 - Committees of the Board of Directors.............................................7
4.1. Appointment and Powers of Executive Committee..............................7
4.2. Appointment and Powers of Audit Committee..................................7
4.3. Appointment and Powers of Nominating Committee.............................7
4.4. Compensation Committee; Other Committees...................................8
4.5. Powers of Such Committees..................................................8
4.6. Action by Consent; Participation by Telephone or Similar Equipment.........8
4.7. Resignations; Removals.....................................................8
ARTICLE 5 - Officers.........................................................................8

5.1. Enumeration................................................................8
5.2. Election...................................................................8
5.3. Qualification..............................................................9
5.4. Tenure.....................................................................9
5.5. Resignation and Removal....................................................9
5.6. Vacancies..................................................................9
5.7. Chairman of the Board and Vice-Chairman of the Board.......................9
5.8. Chief Executive Officer....................................................9
5.9. President..................................................................9
5.10. Vice Presidents...........................................................10
5.11. Secretary and Assistant Secretaries.......................................10
5.12. Treasurer and Assistant Treasurers........................................10
5.13. Salaries..................................................................10
5.14. Delegation of Authority...................................................10
5.15. Bonds of Officers.........................................................10
ARTICLE 6 - Capital Stock...................................................................11
6.1. Issuance of Stock.........................................................11
6.2. Certificates of Stock.....................................................11
6.3. Stock List................................................................11
6.4. Transfers.................................................................11
6.5. Lost, Stolen or Destroyed Certificates....................................11
6.6. Record Date...............................................................12
6.6.1. Fixing of Record Date............................................12
6.6.2. Stockholder Consents.............................................12
6.6.3. Adjourned Meetings...............................................12
6.7. Regulations...............................................................12
ARTICLE 7 - Contracts, Checks, Loans, Deposits, Etc. .......................................12
7.1. Contracts.................................................................12
7.2. Checks, Etc. .............................................................12
7.3. Loans.....................................................................13
7.4. Deposits..................................................................13
ARTICLE 8 - Notices.........................................................................13
8.1. Notices...................................................................13
8.2. Waiver of Notice..........................................................13
ARTICLE 9 - General Provisions..............................................................13
9.1. Fiscal Year...............................................................13
9.2. Corporate Seal............................................................13
9.3. Voting of Securities of Other Corporations................................14
9.4. Evidence of Authority.....................................................14
9.5. Certificate of Incorporation..............................................14
9.6. Transactions with Interested Parties......................................14
9.7. Severability..............................................................14
9.8. Construction..............................................................14
9.9. Facsimile Signatures......................................................15
9.10. Reliance Upon Books, Reports and Records..................................15
9.11. Time Periods..............................................................15
ARTICLE 10 - Amendments.....................................................................15

10.1. By the Board of Directors.................................................15
10.2. By the Stockholders.......................................................15

iii

BYLAWS
OF
VICEROY ACQUISITION CORPORATION

ARTICLE 1 - OFFICES

1.1. DELAWARE OFFICE. The office of Viceroy Acquisition Corporation
(the "CORPORATION") within the State of Delaware will be in the City of
Wilmington.

1.2. OTHER OFFICES. The Corporation may also have an office or
offices and keep the books and records of the Corporation, except as
otherwise may be required by law, in such other place or places either
within or without the State of Delaware as the board of directors of the
Corporation (the "BOARD OF DIRECTORS") may from time to time determine or
the business of the Corporation may require.

ARTICLE 2 - MEETING OF STOCKHOLDERS

2.1. PLACE OF MEETINGS. All meetings of holders of shares of
capital stock of the Corporation ("STOCKHOLDERS") will be held at the
executive office of the Corporation or at such other place, within or
without the State of Delaware, as may from time to time be fixed by the
Board of Directors or the chief executive officer of the Corporation (the
"CHIEF EXECUTIVE OFFICER") or specified or fixed in the respective notices
or waivers of notice thereof. If not so designated, a meeting of the
Stockholders will be held at the executive office of the Corporation.

2.2. ANNUAL MEETING. An annual meeting of Stockholders for the
election of directors and for the transaction of such other business as may
properly be brought before the meeting ("ANNUAL MEETING") will be held at
such place, on such date and at such time as the Board of Directors or the
Chief Executive Officer each year fixes, which date will be within thirteen
months of the last Annual Meeting. If no Annual Meeting is held in
accordance with the foregoing provisions, a special meeting may be held in
lieu of the Annual Meeting, and any action taken at that special meeting
will have the same effect as if it had been taken at the Annual Meeting, and
in such case all references in these Bylaws to the Annual Meeting will be
deemed to refer to such special meeting.

2.3. SPECIAL MEETINGS. Except as required by law and subject to the
rights of holders of any series of Preferred Stock (as defined below),
special meetings of Stockholders may be called at any time but only by the
Chief Executive Officer, the chairman of the Board of Directors (the
"CHAIRMAN") or by the Board of Directors pursuant to a resolution approved
by a majority of the then directors. Business transacted at any special
meeting of Stockholders will be limited to matters relating to the purpose
or purposes stated in the notice of the meeting unless this requirement is
waived in accordance with these Bylaws or with applicable law.

2.4. NOTICE OF MEETINGS. Except as otherwise may be required by
law, notice of each meeting of Stockholders, whether an Annual Meeting or a
special meeting: (i) must be in writing; (ii) must be delivered or sent by
mail not less than ten nor more than sixty days before the date of such
meeting to each Stockholder entitled to vote at such meeting; and (iii) must
state the place, date and hour of the meeting. The notice of a special
meeting must also state the purpose or purposes for which the meeting is
called and must indicate that such notice is being issued by or at the
direction of the persons calling the meeting. If mailed, such notice must be
directed to each Stockholder at such Stockholder's address as it appears on
the stock records of the Corporation unless such Stockholder has filed with
the secretary of the Corporation (the "SECRETARY") a written request that
notices to such Stockholder be mailed to some other address in which case it
will be directed to such Stockholder at such other address. If mailed,
notice is

deemed given when deposited in the United States mail, postage prepaid and
addressed as set forth in the immediately preceding sentence.

2.5. QUORUM. Except as otherwise provided by law, the Corporations'
certificate of incorporation (the "CERTIFICATE OF INCORPORATION") or these
Bylaws, at each meeting of the Stockholders, the holders of shares of stock
possessing a majority of the voting power of the capital stock of the
Corporation issued and outstanding and entitled to vote at such meeting,
present in person or represented by proxy at such meeting, constitute a
quorum for the transaction of any business of the Corporation. Where a
separate vote by a class or classes is required, the holders of shares of
stock possessing a majority of the voting power of such class or classes
present in person or represented by proxy at such meeting constitute a
quorum entitled to take action with respect to that vote on that matter.

2.6. ADJOURNMENTS. Any meeting of Stockholders may be adjourned to
any other time and to any other place at which a meeting of Stockholders may
be held under these Bylaws by the Chief Executive Officer or Chairman or, in
their absence, by any other officer of the Corporation entitled to preside
at or to act as secretary of such meeting, whether or not a quorum is
present or represented by proxy at such meeting. In addition, in the absence
of a quorum at any meeting of Stockholders, or at any adjournment or
adjournments thereof, the holders of shares possessing a majority of the
voting power of the capital stock present or represented by proxy at the
meeting may adjourn the meeting from time to time until a quorum is present
or represented by proxy. It is not necessary to notify any Stockholder of
any adjournment of thirty days or less if the time and place to which the
meeting is to be adjourned was announced at the meeting at which the
adjournment was taken, unless after the adjournment a new record date is
fixed by the Board of Directors for the adjourned meeting. Notice of the
time and place will be duly given to all Stockholders of record and entitled
to vote at the adjourned meeting of any adjournment of more than thirty
days. At any such adjourned meeting at which a quorum is present or
represented by proxy, the Corporation may transact any business which might
have been transacted at the meeting as originally called if a quorum had
been present or represented by proxy thereat.

2.7. VOTING AND PROXIES. Except as otherwise provided in a
resolution of the Board of Directors adopted pursuant to the Certificate of
Incorporation and these Bylaws establishing a series of preferred stock of
the Corporation ("PREFERRED STOCK"), at each meeting of Stockholders, each
holder of shares of the Corporation's common stock, par value $.0001 per
share ("COMMON STOCK"), will be entitled to the respective number of votes
as set forth in the Certificate of Incorporation, in each case determined
with reference to the number of shares of Common Stock standing in such
holder's name on the stock records of the Corporation maintained in
accordance with Section 6.3: (i) at the time fixed pursuant to Section 6.6
as the record date for the determination of Stockholders entitled to vote at
such meeting; or (ii) if no such record date has been fixed, then at the
close of business on the day next preceding the day on which notice thereof
will be given. At any meeting of the Stockholders, each Stockholder of
record entitled to vote at the meeting of Stockholders, or to express
consent or dissent to corporate action in writing without a meeting, may
vote or express such consent or dissent in person or by proxy authorized by
the Stockholder or his authorized officer, director, employee or agent by an
instrument in writing or by a transmission permitted by law filed in
accordance with the procedure established for the meeting. No such proxy may
be voted or acted upon after three years from the date of its authorization
unless the proxy expressly provides for a longer period. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or
transmission created pursuant to this Section 2.7 may be substituted or used
in lieu of the original writing or transmission for any and all purposes for
which the original writing or transmission could be used, provided that such
copy, facsimile telecommunication or other reproduction will be a complete
reproduction of the entire original writing or transmission. All voting,
including on the election of directors but excepting where otherwise
required by law, may be by a voice vote; provided, however, that upon demand
therefor by a Stockholder entitled to vote or by such Stockholder's proxy, a
stock vote will be taken by ballots (which may be submitted by

electronic transmission), each of which will state the name of the
Stockholder or proxy voting and such other information as may be required
under the procedure established for the meeting.

2.8. ACTION AT MEETING.

2.8.1. REQUISITE VOTE. At each meeting of Stockholders where a
quorum is present, the holders of a majority of the capital stock present or
represented by proxy and entitled to vote thereon will decide any matter to
be voted upon by the Stockholders at such meeting, except when a different
vote is required by express provision of law, the Certificate of
Incorporation or these Bylaws.

2.8.2. BUSINESS TO BE CONDUCTED. At any Annual Meeting, only
such business may be conducted as may be brought before the Annual Meeting:
(i) by or at the direction of the Board of Directors; or (ii) by any
Stockholder who complies with the procedures set forth in this Section 2.8.

2.8.3. BUSINESS TO BE BROUGHT BY STOCKHOLDERS. For business
properly to be brought before an Annual Meeting by a Stockholder, the
Stockholder must have given timely notice thereof in proper written form to
the Secretary. To be timely, a Stockholder's notice must be delivered to or
mailed and received at the executive office of the Corporation not less than
thirty days nor more than sixty days prior to the Annual Meeting; provided,
however, that in the event that less than forty days' notice or prior public
disclosure of the date of the Annual Meeting is given or made to
Stockholders, notice by the Stockholder to be timely must be received not
later than the close of business on the tenth day following the day on which
such notice of the date of the Annual Meeting was mailed or such public
disclosure was made. To be in proper written form, a Stockholder's notice to
the Secretary must set forth in writing as to each matter the Stockholder
proposes to bring before the Annual Meeting: (i) a brief description of the
business desired to be brought before the Annual Meeting and the reason for
conducting such business at the Annual Meeting; (ii) the name and address,
as they appear on the Corporation's books, of the Stockholder proposing such
business; (iii) the class and number of shares of stock of the Corporation
which are beneficially owned by the Stockholder; and (iv) any material
interest of the Stockholder in such business. Notwithstanding anything in
these Bylaws to the contrary, no business will be conducted at an Annual
Meeting except in accordance with the procedures set forth in this Section
2.8. The chairman of an Annual Meeting will, if the facts warrant, determine
and declare to the Annual Meeting that business was not properly brought
before the Annual Meeting in accordance with the provisions of this Section
2.8 and, if he should so determine, he will so declare to the Annual Meeting
and any such business not properly brought before the Annual Meeting will
not be transacted.

2.9. INSPECTORS. For each election of directors by the Stockholders
and in any other case in which it is advisable, in the opinion of the Board
of Directors, that the voting upon any matter will be conducted by
inspectors of election, the Board of Directors will appoint an inspector or
inspectors of election. If, for any such election of directors or the voting
upon any such other matter, any inspector appointed by the Board of
Directors is unwilling or unable to serve, or if the Board of Directors
fails to appoint inspectors, the chairman of the meeting will appoint the
necessary inspector or inspectors. The inspectors so appointed, before
entering upon the discharge of their duties, will be sworn faithfully to
execute the duties of inspectors with strict impartiality, and according to
the best of their ability, and the oath so taken will be subscribed by them.
Such inspectors will determine the number of shares of capital stock of the
Corporation outstanding and the voting power of each of the shares
represented at the meeting, the existence of a quorum and the validity and
effect of proxies, and will receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with the right
to vote, count and tabulate all votes, ballots or consents, determine the
result and do such acts as are proper to conduct the election or vote with
fairness to all Stockholders. On request of the chairman of the meeting or
any Stockholder entitled to vote thereat, the inspectors will make a report
in writing of any challenge, question or matter determined by them and will
execute a certificate of any fact found by them. No

director or candidate for the office of director will act as an inspector of
election of directors. Inspectors need not be Stockholders.

2.10. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any Annual Meeting or special meeting of Stockholders of the
Corporation may be taken without a meeting, without prior notice and without
a vote, if: (i) a consent or consents in writing, setting forth the action
so taken, are signed by the holders of outstanding stock entitled to vote
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to
vote on such action were present and voted; and (ii) such consents are
delivered to the Corporation by delivery to its registered office in
Delaware, its executive office or an officer or agent of the Corporation
having custody of the book in which proceedings of meetings of Stockholders
are recorded. Delivery made to the Corporation's registered office will be
made by hand or by certified or registered mail, return receipt requested.
Every written consent must bear the date of signature of each Stockholder
who signs the consent. No written consent will be effective to take the
corporate action referred to therein unless, within sixty days of the date
the earliest dated consent is delivered to the Corporation as set forth
above, a written consent or consents signed by a sufficient number of
holders to take such action are delivered to the Corporation in the manner
prescribed in this Section. Prompt notice of the corporate action taken
without a meeting by less than unanimous written consent will be given to
those Stockholders who have not consented in writing.

ARTICLE 3 - DIRECTORS

3.1. GENERAL POWERS. The business and affairs of the Corporation
will be managed by or under the direction of the Board of Directors, which
may, except as otherwise provided by law, the Certificate of Incorporation
or these Bylaws, exercise all of the powers and do all such acts and things
as may be exercised or done by the Corporation, including the unqualified
power:

3.1.1. to declare dividends from time to time in accordance
with law;

3.1.2. to purchase or otherwise acquire any property, rights
or privileges on such terms as it determines;

3.1.3. to authorize the creation, making and issuance, in such
form as it may determine, of written obligations of every kind, negotiable
or non-negotiable, secured or unsecured, and to do all things necessary in
connection therewith;

3.1.4. to remove any officer of the Corporation with or
without cause, and from time to time to devolve the powers and duties of any
officer upon any other person for the time being;

3.1.5. to confer upon any officer of the Corporation the power
to appoint, remove and suspend subordinate officers, employees and agents;

3.1.6. to adopt from time to time such stock option, stock
purchase, bonus or other compensation plans for directors, officers,
employees and agents of the Corporation and its subsidiaries as it may
determine;

3.1.7. to adopt from time to time such insurance, retirement
and other benefit plans for directors, officers, employees and agents of the
Corporation and its subsidiaries as it may determine; and

3.1.8. to adopt from time to time regulations, not
inconsistent with these Bylaws, for the management of the Corporation's
business and affairs.

In the event of a vacancy on the Board of Directors, the remaining
directors, except as otherwise provided by law, may exercise the powers of
the full Board of Directors until the vacancy is filled.

3.2. NUMBER; ELECTION AND QUALIFICATION. Subject to Section
3.3, the number of directors which constitute the whole Board of Directors
will be no greater than nine and not less than three. The number of
directors may be decreased at any time and from time to time either by the
Stockholders or by a majority of the directors then in office, but only to
eliminate vacancies existing by reason of the death, resignation, removal or
expiration of the term of one or more directors. Except as otherwise set
forth in these Bylaws, the directors will be elected at the Annual Meeting
of Stockholders by such Stockholders as have the right to vote at such
election as set forth in these Bylaws. At each meeting of Stockholders for
the election of directors at which a quorum is present, the persons
receiving a plurality of the votes cast will be elected directors.
Nominations for the election of directors may be made by the Board of
Directors or a committee appointed by the Board of Directors, or by any
Stockholder entitled to vote generally in the election of directors who
complies with the procedures set forth in this Section 3.2. Directors must
be at least 21 years of age. Directors need not be Stockholders of the
Corporation. All nominations by Stockholders must be made pursuant to timely
notice in proper written form to the Secretary. To be timely, a
Stockholder's notice must be delivered to or mailed and received at the
executive office of the Corporation not less than thirty days nor more than
sixty days prior to the meeting; provided, however, that in the event that
less than forty days' notice or prior 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 tenth
day following the day on which such notice of the date of the meeting was
mailed or such public disclosure was made. To be in proper written form,
such Stockholder's notice must set forth in writing: (i) as to each person
whom the Stockholder proposes to nominate for election or reelection as a
director, all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934 (the "EXCHANGE ACT"), including such
person's written consent to being a nominee and to serving as a director if
elected (irrespective of whether the Exchange Act is applicable to the
Corporation); and (ii) as to the Stockholder giving the notice, the (a) name
and address, as they appear on the Corporation's books, of such Stockholder
and (b) the class and number of shares of stock of the Corporation which are
beneficially owned by such Stockholder. At the request of the Board of
Directors, any person nominated by the Board of Directors for election as a
director will furnish to the Secretary the information required to be set
forth in a Stockholder's notice of nomination which pertains to the nominee.

3.3. ENLARGEMENT OF THE BOARD OF DIRECTORS. The number of directors
may be increased at any time and from time to time by the Stockholders or by
a majority of the directors then in office.

3.4. TENURE. Directors will be divided into three class, i.e.,
Class A, Class B and Class C. Each director will serve for a three year
term, provided that the Board of Directors will set the initial term of
Class A directors at one year and Class B directors at two years so that no
class of directors will have terms that expire during the same year. Each
director holds office for his term and until his successor is elected and
qualified, or until his earlier death, resignation or removal.

3.5. VACANCIES. Unless and until filled by the Stockholders at the
Annual Meeting or a special meeting of the Stockholders called for that
purpose, any vacancy in the Board of Directors, however occurring, including
a vacancy resulting from an enlargement of the Board of Directors, may be
filled by vote of a majority of the directors then in office, although less
than a quorum, or by a sole remaining director. A director elected to fill a
vacancy will be elected for the unexpired term of his predecessor in office.
A director chosen to fill a position resulting from an increase in the
number of directors will hold office until the expiration of his term and
until his successor is elected and qualified, or until his earlier death,
resignation or removal.

3.6. RESIGNATION. Any director may resign at any time upon notice
given in writing or electronic transmission to the Corporation at its
executive office or to the Chairman, Chief Executive Officer or Secretary.
Such resignation is effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.
Unless otherwise specified therein, the acceptance of such resignation will
not be necessary to make it effective.

3.7. PLACE OF MEETINGS. Meetings of the Board of Directors will be
held at the Corporation's executive office or at such other places within or
without the State of Delaware as the Board of Directors may from time to
time determine or as may be specified or fixed in the notice or waiver of
notice of any such meeting.

3.8. REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held without notice at such date and time as may be determined by the
Board of Directors; provided that any director who is absent when such
determination is made must be duly given notice of the determination. A
regular meeting of the Board of Directors may be held without notice
immediately before or after and at the same place as the Annual Meeting of
Stockholders.

3.9. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be held at any date and time designated in a call by the Chairman, the
Chief Executive Officer, two or more directors or by one director in the
event that there is only a single director in office.

3.10. NOTICE OF SPECIAL MEETINGS. Notice of any special meeting of
directors must be given to each director by the Secretary or by the officer
or one of the directors calling the meeting. Notice of each special meeting
of the Board of Directors, stating the time and place thereof, must be
either: (i) mailed to each director not less than three days prior to the
meeting, addressed to such director at his or her residence or usual place
of business; or (ii) sent to him by facsimile, telex, cable or telegram or
other electronic transmission so addressed, or given personally or by
telephone, on twenty four hours notice. A notice or waiver of notice of a
meeting of the Board of Directors need not specify the purposes of the
meeting.

3.11. MEETINGS BY TELEPHONE CONFERENCE CALLS. Directors may
participate in meetings of the Board of Directors by means of a conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other. Participation by such
means constitutes presence in person at such meetings.

3.12. QUORUM. A majority of the total number of the whole Board of
Directors constitutes a quorum at all meetings of the Board of Directors. In
the event one or more of the directors is disqualified to vote at any
meeting, then the required quorum will be reduced by one for each such
director so disqualified; provided, however, that in no case will less than
one-third of the total number of the whole Board of Directors constitute a
quorum. In the absence of a quorum at any such meeting, a majority of the
directors present may adjourn the meeting from time to time, without further
notice other than announcement at the meeting, until a quorum is present.

3.13. ACTION AT MEETING. At any meeting of the Board of Directors
at which a quorum is present, the vote of a majority of the directors
present is sufficient to take any action, unless a different vote is
required or permitted by law, the Certificate of Incorporation or these
Bylaws.

3.14. ACTION BY CONSENT. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a
meeting if all directors then in office consent in writing or by electronic
transmission to the action and the written consents or electronic
transmissions are filed with the minutes of the proceedings of the Board of
Directors.

3.15. REMOVAL. Subject to the rights of holders of Preferred Stock
to elect directors under circumstances specified in a resolution of the
Board of Directors adopted pursuant to the provisions of the Certificate of
Incorporation and these Bylaws establishing such series, a director may be
removed from office, but only for cause, by the affirmative vote of the
holders of more than fifty percent of the voting power of the Voting Stock
(as defined below), voting together as a single class. "VOTING STOCK" means
the Common Stock and any Preferred Stock entitled to vote generally in the
election of directors of the Corporation.

3.16. COMPENSATION OF DIRECTORS. The Board of Directors may provide
for the payment to any of the directors of a specified amount for services
as director or member of a committee of the Board of Directors, or of a
specified amount for attendance at each regular or special Board of
Directors meeting or committee meeting, or of both. All directors will be
reimbursed for ordinary and necessary expenses of attendance at any such
meeting. No such payment precludes any director from serving the Corporation
or any of its subsidiary corporations in any other capacity and receiving
compensation for such services.

ARTICLE 4 - COMMITTEES OF THE BOARD OF DIRECTORS

4.1. APPOINTMENT AND POWERS OF EXECUTIVE COMMITTEE. The Board of
Directors may, by affirmative vote of a majority of the directors, establish
an Executive Committee with such members as it chooses. Any Executive
Committee designated under this Section 4.1 may exercise the power and
authority of the Board of Directors to declare dividends, to authorize the
issuance of stock or to adopt a certificate of ownership and merger pursuant
to Section 253 of the Delaware General Corporation Law if the resolution
that designates the committee or a supplemental resolution of the Board of
Directors so provides. Except as provided by Delaware law, during the
interval between the meetings of the Board of Directors, the Executive
Committee will possess and may exercise all the powers of the Board of
Directors in the management and direction of all the business and affairs of
the Corporation (except the matters hereinafter assigned to any other
committee of the Board of Directors), in such manner as the Executive
Committee deems in the best interests of the Corporation in all cases in
which specific directions have not been given by the Board of Directors. The
Executive Committee may determine its manner of acting and fix the time and
place of its meetings, unless the Board of Directors otherwise provides.
Either the Chairman or any member of the Executive Committee may call the
meetings of the Executive Committee.

4.2. APPOINTMENT AND POWERS OF AUDIT COMMITTEE. The Board of
Directors may, by resolution adopted by the affirmative vote of a majority
of the directors, designate an Audit Committee of the Board of Directors,
which will consist of such number of members as the Board of Directors
determines. The Audit Committee will: (i) make recommendations to the Board
of Directors as to the independent accountants to be appointed by the Board
of Directors; (ii) review with the independent accountants the scope of
their examinations; (iii) receive the reports of the independent accountants
and meet with representatives of such accountants for the purpose of
reviewing and considering questions relating to their examination and such
reports; (iv) review, either directly or through the independent
accountants, the internal accounting and auditing procedures of the
Corporation; (v) review related party transactions; and (vi) perform such
other functions as may be assigned to it from time to time by the Board of
Directors. The Audit Committee may determine its manner of acting and fix
the time and place of its meetings, unless the Board of Directors otherwise
provides. A majority of the members of the Audit Committee constitutes a
quorum for the transaction of business by the committee and the act of a
majority of the members of the committee present at a meeting at which a
quorum is present is the act of the committee.

4.3. APPOINTMENT AND POWERS OF NOMINATING COMMITTEE. The Board of
Directors may establish, by resolution adopted by the affirmative vote of a
majority of the directors, a Nominating

Committee for purposes of selecting nominees to be recommended by the Board
of Directors for election as directors. Such committee will consist of such
number of directors as the Board of Directors may determine.

4.4. COMPENSATION COMMITTEE; OTHER COMMITTEES. The Board of
Directors may, by resolution adopted by the affirmative vote of a majority
of the directors, designate members of the Board of Directors to constitute
a Compensation Committee and such other committees of the Board of Directors
as the Board of Directors may determine.

4.5. POWERS OF SUCH COMMITTEES. Such committees will in each case
consist of such number of directors as the Board of Directors may determine,
and will have and may exercise, to the extent permitted by law, such powers
as the Board of Directors may delegate to them in the respective resolutions
appointing them. Each such committee may determine its manner of acting and
fix the time and place of its meetings, unless the Board of Directors or
these Bylaws otherwise provide. Unless the Board of Directors or these
Bylaws otherwise provide, a majority of the members of any such committee
constitutes a quorum for the transaction of business by the committee and
the act of a majority of the members of such committee present at a meeting
at which a quorum is present is the act of the committee.

4.6. ACTION BY CONSENT; PARTICIPATION BY TELEPHONE OR SIMILAR
EQUIPMENT. Unless the Board of Directors otherwise provides, any action
required or permitted to be taken by any committee may be taken without a
meeting if all members of the committee consent in writing to the adoption
of a resolution authorizing the action. The resolution and the written
consents thereto by the members of the committee must be filed with the
minutes of the proceedings of the committee. Unless the Board of Directors
otherwise provides, any one or more members of any such committee may
participate in any meeting of the committee by means of conference telephone
or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation by such
means constitutes presence in person at a meeting of the committee.

4.7. RESIGNATIONS; REMOVALS. Any member of any committee may resign
at any time by giving notice to the Corporation; provided, however, that
notice to the Board of Directors, the Chairman, the Chief Executive Officer,
the chairman of such committee or the Secretary will be deemed to constitute
notice to the Corporation. Such resignation will take effect upon receipt of
such notice or at any later time specified therein and, unless otherwise
specified therein, acceptance of such resignation will not be necessary to
make it effective. Any member of any such committee may be removed at any
time, either with or without cause, by the affirmative vote of a majority of
the directors at any meeting of the Board of Directors called for that
purpose. Any vacancies on any committee of the Board of Directors will be
filled in the manner set forth above in respect of the appointment of such
committee.

ARTICLE 5 - OFFICERS

5.1. ENUMERATION. The Corporation will have such officers as may be
necessary or desirable for the business of the Corporation. The officers of
the Corporation will consist of a Chief Executive Officer, president
("PRESIDENT"), treasurer ("TREASURER"), Secretary and such other officers
with such other titles as the Board of Directors determines from time to
time, including a Chairman, vice-chairman of the Board of Directors
("VICE-CHAIRMAN OF THE BOARD") and one or more vice presidents ("VICE
PRESIDENT"), assistant treasurers ("ASSISTANT TREASURER") and assistant
secretaries ("ASSISTANT SECRETARY").

5.2. ELECTION. The Chief Executive Officer, President, Treasurer
and Secretary will be elected annually by the Board of Directors at its
first meeting following every Annual Meeting of Stockholders. Other officers
may be appointed by the Board of Directors at such meeting or at any other
meeting. The failure to elect an officer will not affect the existence of
the Corporation.

5.3. QUALIFICATION. No officer need be a Stockholder. Any two or
more offices may be held by the same individual.

5.4. TENURE. Except as otherwise provided by law, by the
Certificate of Incorporation or by these Bylaws, each officer will hold
office until his successor is elected and qualified, unless a different term
is specified in the vote choosing or appointing him, or until his earlier
death, resignation or removal.

5.5. RESIGNATION AND REMOVAL. Any officer may resign at any time by
delivering his written resignation to the Corporation at its executive
office or to the Chief Executive Officer or Secretary. Such resignation is
effective upon receipt unless it is specified to be effective at some other
time or upon the happening of some other event. Unless otherwise specified
therein, the acceptance of such resignation will not be necessary to make it
effective. Any officer of the Corporation may be removed at any time, with
or without cause, by the Chief Executive Officer or by vote of a majority of
the entire number of directors then in office. Except as the Board of
Directors may otherwise determine, no officer who resigns or is removed will
have any right to any compensation as an officer for any period following
his resignation or removal, or any right to damages on account of such
removal, whether his compensation be by the month or by the year or
otherwise, but any such resignation or removal is without prejudice to the
contract rights, if any, of the individual so resigning or removed.

5.6. VACANCIES. Any vacancy among the officers, whether caused by
death, resignation, removal or any other cause, will be filled in the manner
prescribed for election or appointment to such office. The Board of
Directors may, in its discretion, leave unfilled for any period as it may
determine any offices other than President, Treasurer and Secretary.

5.7. CHAIRMAN OF THE BOARD AND VICE-CHAIRMAN OF THE BOARD. The
Board of Directors will appoint a Chairman and may appoint a Vice-Chairman
of the Board. The Chairman will preside over all meetings of the Board of
Directors and at all meetings of the Stockholders and will perform such
other duties and possess such other powers as are assigned to him by these
Bylaws or by the Board of Directors from time to time. If the Board of
Directors appoints a Vice-Chairman of the Board, he will, in the absence or
disability of the Chairman, perform the duties and exercise the powers of
the Chairman and will perform such other duties and possess such other
powers as may from time to time be vested in him by the Board of Directors.

5.8. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer is the
senior-most executive officer of the Corporation and has the powers and
duties incident to that position. Subject to the powers and direction of the
Board of Directors, the Chief Executive Officer is in charge of the entire
business and affairs of the Corporation, and is the Corporation's chief
policy making officer. The Chief Executive Officer will have such other
powers and will perform such other duties as may be prescribed by these
Bylaws or by the Board of Directors from time to time. Subject to the
provisions of these Bylaws and to the direction of the Board of Directors,
he will perform all duties and have all powers which are commonly incident
to the office of chief executive officer. He will have power to sign all
stock certificates, contracts and other instruments of the Corporation which
are authorized and will have general supervision and direction of all of the
other officers, employees and agents of the Corporation.

5.9. PRESIDENT. The President will, subject to the direction of the
Board of Directors and the Chief Executive Officer, supervise the daily
operations of the business of the Corporation, and will report to the Chief
Executive Officer. Unless the Board of Directors has appointed a Chief
Executive Officer, the President will be the Chief Executive Officer.
Subject to the provisions of these Bylaws and to the direction of the Chief
Executive Officer or the Board of Directors, the President will perform all
duties and have all powers which are commonly incident to the office of
president or which are delegated to him by the Chief Executive Officer or
the Board of Directors.

5.10. VICE PRESIDENTS. Any Vice President will perform such duties
and possess such powers as the Board of Directors, the Chief Executive
Officer or the President may from time to time prescribe. In the event of
the absence, inability or refusal to act of the President, the Vice
President (or if there is more than one, the Vice Presidents in the order
determined by the Board of Directors) will perform the duties of the
President and when so performing will have all the powers and be subject to
all the restrictions upon the President. The Board of Directors may assign
to any Vice President the title of "Executive Vice President", "Senior Vice
President" or any other title selected by the Board of Directors.

5.11. SECRETARY AND ASSISTANT SECRETARIES. The Secretary will
perform such duties and have such powers as the Board of Directors, the
Chief Executive Officer or the President may from time to time prescribe. In
addition, the Secretary will perform such duties and have such powers as are
incident to the office of secretary of a corporation, including the duty and
power to give notices of all meetings of the Stockholders and special
meetings of the Board of Directors, to attend all meetings of the
Stockholders and the Board of Directors and keep a record of the
proceedings, to maintain a stock ledger and prepare lists of Stockholders
and their addresses as required by these Bylaws or applicable law, to be
custodian of corporate records and the corporate seal and to affix and
attest to the same on documents. Any Assistant Secretary will perform such
duties and possess such powers as the Board of Directors, the Chief
Executive Officer, the President or the Secretary may from time to time
prescribe. In the event of the absence, inability or refusal to act of the
Secretary, the Assistant Secretary (or if there is more than one, the
Assistant Secretaries in the order determined by the Board of Directors)
will perform the duties of the Secretary and when so performing will have
all the power of and be subject to all the restrictions upon the Secretary.
In the absence of the Secretary or any Assistant Secretary at any meeting of
Stockholders or directors, the person presiding at the meeting will
designate a temporary secretary to keep a record of the meeting.

5.12. TREASURER AND ASSISTANT TREASURERS. The Treasurer will
perform such duties and have such powers as may from time to time be
assigned to him by the Board of Directors, the Chief Executive Officer or
the President. In addition, the Treasurer will perform such duties and have
such powers as are incident to the office of treasurer of a corporation,
including the duty and power to keep and be responsible for all funds and
securities of the Corporation, to deposit funds of the Corporation in
depositories selected in accordance with these Bylaws, to disburse such
funds as ordered by the Board of Directors or Chief Executive Officer or
President, to make proper accounts of such funds and to render as required
by the Board of Directors, Chief Executive Officer or President statements
of all such transactions and of the financial condition of the Corporation.
The Assistant Treasurer will perform such duties and possess such powers as
the Board of Directors, the Chief Executive Officer, the President or the
Treasurer may from time to time prescribe. In the event of the absence,
inability or refusal to act of the Treasurer, the Assistant Treasurer (or if
there is more than one, the Assistant Treasurers in the order determined by
the Board of Directors) will perform the duties of the Treasurer and when so
performing will have all the powers of and be subject to all the
restrictions upon the Treasurer.

5.13. SALARIES. Officers of the Corporation will be entitled to
such salaries, compensation or reimbursement as may be fixed or allowed from
time to time by the Board of Directors or the Compensation Committee.

5.14. DELEGATION OF AUTHORITY. The Chief Executive Officer or the
Board of Directors may from time to time delegate the powers or duties of
any officer to any other officers or agents, notwithstanding any provision
hereof.

5.15. BONDS OF OFFICERS. If required by the Chief Executive Officer
or the Board of Directors, any officer of the Corporation will give a bond
for the faithful discharge of his or her duties in such amount and with such
surety or sureties as the Board of Directors or Chief Executive Officer may
require.

ARTICLE 6 - CAPITAL STOCK

6.1. ISSUANCE OF STOCK. Unless otherwise voted by the Stockholders
and subject to the provisions of the Certificate of Incorporation, the whole
or any part of any unissued balance of the authorized capital stock of the
Corporation or the whole or any part of any unissued balance of the
authorized capital stock of the Corporation held in its treasury may be
issued, sold, transferred or otherwise disposed of by vote of the Board of
Directors in such manner, for such consideration and on such terms as the
Board of Directors may determine.

6.2. CERTIFICATES OF STOCK. Every Stockholder will be entitled to
have a certificate, in such form as may be prescribed by law and by the
Board of Directors, certifying the number and class of shares of stock owned
by him in the Corporation. Each such certificate will be signed by, or in
the name of the Corporation by, the Chairman, the Vice-Chairman of the
Board, if any, or the Chief Executive Officer, the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary. Any or all of the signatures on the certificate
may be by facsimile. Each certificate for shares of stock which are subject
to any restriction on transfer pursuant to the Certificate of Incorporation,
these Bylaws, applicable securities laws or any agreement among any number
of Stockholders or among Stockholders and the Corporation will have
conspicuously noted on the face or back of the certificate either the full
text of the restriction or a statement of the existence of the restriction.

6.3. STOCK LIST. 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 of the Corporation which are registered in such
Stockholder's name, will be maintained by the Corporation and open to the
examination of any such Stockholder, for any purpose germane to a
Stockholder meeting, during ordinary business hours for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place will be specified in the notice of the
meeting, or if not so specified, at the place where the meeting is to be
held. The stock list will also be kept at the place of the meeting during
the whole time thereof and will be open to the examination of any such
Stockholder who is present. This list will presumptively determine the
identity of the Stockholders entitled to vote at the meeting and the number
of shares held by each of them.

6.4. TRANSFERS. Except as otherwise established by rules and
regulations adopted by the Board of Directors, and subject to applicable law
or other restrictions on transfers, shares of stock may be transferred on
the books of the Corporation by the surrender to the Corporation or its
transfer agent of the certificate representing such shares properly endorsed
or accompanied by a written assignment or power of attorney properly
executed, and with such proof of authority or the authenticity of signatures
as the Corporation or its transfer agent may reasonably require. Except as
may be otherwise required by law, by the Certificate of Incorporation or by
these Bylaws, the Corporation will be entitled to treat the record holder of
stock as shown on its books as the owner of such stock for all purposes,
including the payment of dividends and the right to vote with respect to
such stock, regardless of any transfer, pledge or other disposition of such
stock until the shares have been transferred on the books of the Corporation
in accordance with the requirements of these Bylaws.

6.5. LOST, STOLEN OR DESTROYED CERTIFICATES. The Corporation may
issue a new certificate of stock in place of any previously issued
certificate alleged to have been lost, stolen or destroyed, upon such terms
and conditions as the Board of Directors may prescribe, including the
presentation of reasonable evidence of such loss, theft or destruction and
the giving of such bond as the Board of Directors may require sufficient to
indemnify the Corporation, any transfer agent or registrar against any claim
that may be made against any or all of them on account of the alleged loss,
theft or destruction of any such certificate or the issuance of any such new
certificate.

6.6. RECORD DATE.

6.6.1. FIXING OF RECORD DATE. The Board of Directors may fix
in advance a date as a record date for the determination of the Stockholders
entitled to notice of or to vote at any meeting of Stockholders, or entitled
to receive payment of any dividend or other distribution or allotment of any
rights or to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action. Such record
date may not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action to which
such record date relates. If no record date 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 will be at the close of business
on the day before the day on which notice is given or, if notice is waived,
at the close of business on the day before the day on which the meeting is
held and, for determining Stockholders entitled to receive payment of any
dividend or other distribution or allotment of rights or to exercise any
rights of change, conversion or exchange of stock or for any other purpose,
the record date will be at the close of business on the day on which the
Board of Directors adopts a resolution relating thereto.

6.6.2. STOCKHOLDER CONSENTS. In order that the Corporation may
determine the Stockholders entitled to consent to a corporate action in
writing without a meeting, the Board of Directors may fix a record date,
which may not precede the date upon which the resolution fixing the record
date is adopted by the Board of Directors, and which record date may be not
more than ten days after the date upon which the resolution fixing the
record date is adopted. Any Stockholder of record seeking to have the
Stockholders authorize or take a corporate action by written consent will,
by written notice to the Secretary, request the Board of Directors to fix a
record date. The Board of Directors will promptly, but in all events within
ten days after the date on which such a request is received, adopt a
resolution fixing the record date. If no record date has been fixed by the
Board of Directors and no prior action by the Board of Directors is required
by the Delaware General Corporation Law, the record date will 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 in the manner
prescribed by Section 2.10. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by the
Delaware General Corporation Law with respect to the proposed action by
written consent of the Stockholders, the record date for determining
Stockholders entitled to consent to corporate action in writing will be at
the close of business on the day on which the Board of Directors adopts the
resolution taking such prior action.

6.6.3. ADJOURNED MEETINGS. A determination of Stockholders of
record entitled to notice of or to vote at a meeting of Stockholders will
apply to any adjournment of the meeting; provided, however, that the Board
of Directors may fix a new record date for the adjourned meeting.

6.7. REGULATIONS. The issue, transfer, conversion and registration
of certificates of stock will be governed by such other regulations as the
Board of Directors may establish.

ARTICLE 7 - CONTRACTS, CHECKS, LOANS, DEPOSITS, ETC.

7.1. CONTRACTS. The Board of Directors or Chief Executive Officer
or President may authorize any officer or officers, agent or agents, in the
name and on behalf of the Corporation, to enter into any contract or to
execute and deliver any instrument, which authorization may be general or
confined to specific instances; and, unless so authorized by the Board of
Directors or the Chief Executive Officer or the President, no officer, agent
or employee will have any power or authority to bind the Corporation by any
contract or engagement or to pledge its credit or to render it liable
pecuniary for any purpose or for any amount.

7.2. CHECKS, ETC. All checks, drafts, bills of exchange or other
orders for the payment of money out of the funds of the Corporation, and all
notes or other evidences of indebtedness of the

Corporation, will be signed in the name and on behalf of the Corporation in
such manner as may from time to time be authorized by the Board of
Directors, which authorization may be general or confined to specific
instances.

7.3. LOANS. No loan will be contracted on behalf of the
Corporation, and no negotiable paper will be issued in its name, unless
authorized by the Board of Directors, which authorization may be general or
confined to specific instances, and bonds, debentures, notes and other
obligations or evidences of indebtedness of the Corporation issued for such
loans will be made, executed and delivered as the Board of Directors may
authorize.

7.4. DEPOSITS. All funds of the Corporation not otherwise employed
will be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositors as may be selected by or in the
manner designated by the Board of Directors. The Board of Directors or its
designees may make such special rules and regulations with respect to such
bank accounts, not inconsistent with the provisions of the Certificate of
Incorporation or these Bylaws, as they may deem advisable.

ARTICLE 8 - NOTICES

8.1. NOTICES. Except as otherwise specifically provided herein or
required by law, all notices required to be given to any Stockholder,
director, officer, employee or agent must be in writing and may in every
instance be effectively given by hand delivery to the recipient thereof, by
depositing such notice in the mails, postage paid, or with a recognized
overnight delivery service or by sending such notice by prepaid telegram,
mailgram or by facsimile transmission or other form of electronic
transmission such as e-mail. Any such notice must be addressed to such
Stockholder, director, officer, employee or agent at such person's last
known address as the same appears on the books of the Corporation. The time
when such notice is received, if hand delivered, or dispatched, if delivered
through the mails or by overnight delivery service, or by telegram, mailgram
or facsimile or other form of electronic transmission, is the time of the
giving of the notice.

8.2. WAIVER OF NOTICE. Whenever any notice whatsoever is required
to be given by law, by the Certificate of Incorporation or by these Bylaws,
a waiver of such notice either in writing signed by the person entitled to
such notice or the duly authorized attorney of such person, or by telegraph,
cable or any other available method, whether before, at or after the time
stated in such waiver, will be deemed equivalent to such notice. The
appearance of such person at a meeting in person or by proxy constitutes a
waiver of lack of notice or defective notice of such meeting, except when
the person or proxy at the beginning of the meeting objects to holding the
meeting or transacting any business at the meeting because the meeting is
not lawfully called or convened. Attendance of a person or proxy at any
special meeting of the Stockholders constitutes a waiver of objections to
consideration of a particular matter at the meeting that is not within the
purpose described in the meeting notice unless such person or proxy objects
to considering the matter when it is presented. Neither the business nor the
purpose of any meeting need be specified in such a waiver.

ARTICLE 9 - GENERAL PROVISIONS

9.1. FISCAL YEAR. The fiscal year of the Corporation will be as
fixed by the Board of Directors.

9.2. CORPORATE SEAL. The Board of Directors may, but is not
required to, provide a suitable seal, containing the name of the
Corporation, which seal will be in the charge of the Secretary. If and when
so directed by the Board of Directors or a committee thereof, duplicates of
the seal may be kept and used by the Treasurer or by an Assistant Secretary
or Assistant Treasurer.

9.3. VOTING OF SECURITIES OF OTHER CORPORATIONS. Except as the
Board of Directors may otherwise designate, the Chief Executive Officer, the
President or the Treasurer may waive notice of, and act as, or appoint any
person or persons to act as proxy or attorney-in-fact for the Corporation
(with or without power of substitution) with the power to vote and otherwise
act on behalf of the Corporation at any meeting of stockholders of or with
respect to any action of stockholders of any other corporation or
organization in which the Corporation may hold stock or equity interests and
otherwise to exercise any and all rights and powers which the Corporation
may possess by reason of its ownership of stock or equity interests in such
other corporation or organization.

9.4. EVIDENCE OF AUTHORITY. A certificate by the Secretary or an
Assistant Secretary or a temporary secretary as to any action taken by the
Stockholders, the directors, a committee or any officer or representative of
the Corporation is, as to all persons who rely on the certificate in good
faith, conclusive evidence of such action.

9.5. CERTIFICATE OF INCORPORATION. All references in these Bylaws
to the Certificate of Incorporation refer to the certificate of
incorporation of the Corporation as amended and in effect from time to time.

9.6. TRANSACTIONS WITH INTERESTED PARTIES. No contract or
transaction between the Corporation and one or more of its directors,
officers or Stockholders or between the Corporation and any other person (as
used herein, "PERSON" means any other natural person, corporation, limited
partnership, general partnership, joint venture, association, company,
trust, joint stock company, bank, trust company, land trust, vehicle trust,
business trust, real estate investment trust, estate, limited liability
company, limited liability partnership, limited liability limited
partnership, employee benefit plan or other organization irrespective of
whether it is a legal entity, and any governmental authority) in which one
or more of its directors, officers or Stockholders are directors, officers
or shareholders, or have a financial interest, will be void or voidable
solely for this reason, or solely because the director or officer or
Stockholder is present at or participates in the meeting of the Board of
Directors or a committee of the Board of Directors or the Stockholders which
authorizes the contract or transaction, or solely because his vote is
counted for such purpose, if: (i) the material facts as to his relationship
or interest and as to the contract or transaction are disclosed or are known
to the Board of Directors or the committee, and the Board of Directors or
committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though
the disinterested directors are less than a quorum; or (ii) the material
facts as to his relationship or interest and as to the contract or
transaction are disclosed or are known to the Stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good
faith by vote of such Stockholders; or (iii) the contract or transaction is
fair as to the Corporation as of the time it is authorized, approved or
ratified by the Board of Directors, a committee of the Board of Directors or
the Stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors
or of a committee thereof which authorizes the contract or transaction.

9.7. SEVERABILITY. Any determination that any provision in these
Bylaws is for any reason inapplicable, illegal or ineffective will not
affect or invalidate any other provision of these Bylaws.

9.8. CONSTRUCTION. Unless the context of these Bylaws clearly
requires otherwise: (i) references to the plural include the singular and
vice versa; (ii) references to any person include such person's successors
and assigns but, if applicable, only if such successors and assigns are
permitted by this Agreement; (iii) references to one gender include all
genders; (iv) "including" is not limiting; (v) "or" has the inclusive
meaning represented by the phrase "and/or"; (vi) the words "hereof",
"herein", "hereby", "hereunder" and similar terms in these Bylaws refer to
these Bylaws as a whole and not to any particular provision of these Bylaws;
(vii) Article and Section references are to these Bylaws unless

otherwise specified; (viii) reference to any agreement (including these
Bylaws), document or instrument means such agreement, document or instrument
as amended or modified and in effect from time to time in accordance with
the terms thereof and, if applicable, the terms hereof; and (ix) general or
specific references to any law mean such law as amended, modified, codified
or reenacted, in whole or in part, and in effect from time to time.

9.9. 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.

9.10. RELIANCE UPON BOOKS, REPORTS AND RECORDS. Each director, each
member of any committee designated by the Board of Directors and each
officer of the Corporation will, in the performance of his duties, be fully
protected in relying in good faith upon the books of account or other
records of the Corporation and upon such information, opinions, reports or
statements presented to the Corporation by any of its officers or employees
or committees of the Board of Directors so designated, or by any other
person as to matters which such director or committee member reasonably
believes are within such other person's professional or expert competence
and who has been selected with reasonable care by or on behalf of the
Corporation.

9.11. TIME PERIODS. In applying any provision of these Bylaws which
requires that an act be done or not be done a specified number of days prior
to an event or that an act be done during a period of a specified number of
days prior to an event, calendar days will be used, the day of the doing of
the act will be excluded, and the day of the event will be included.

ARTICLE 10 - AMENDMENTS

10.1. BY THE BOARD OF DIRECTORS. Subject to the rights of the
Stockholders set forth in Section 10.2, these Bylaws may be altered, amended
or repealed or new bylaws may be adopted by the affirmative vote of a
majority of the directors present at any regular or special meeting of the
Board of Directors at which a quorum is present, provided that notice of any
alteration, amendment or repeal voted by the directors is given within ten
days of the vote to all of the Stockholders entitled to vote at any regular
or special meeting of the Stockholders.

10.2. BY THE STOCKHOLDERS. These Bylaws may be altered, amended or
repealed or new Bylaws may be adopted by the affirmative vote of the holders
of a majority of the shares of the capital stock of the Corporation issued
and outstanding, present in person or by proxy and entitled to vote at any
regular meeting of Stockholders, or at any special meeting of the
Stockholders, provided that notice of such alteration, amendment, repeal or
adoption of new bylaws has been stated in the notice of any such special
meeting.