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Published: 2008-03-26

By-laws - Netpartners Internet Solutions Inc.



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                      NETPARTNERS INTERNET SOLUTIONS, INC.


                           INCORPORATED UNDER THE LAWS
                            OF THE STATE OF DELAWARE







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                                     BY-LAWS

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                          AS ADOPTED ON APRIL 16, 1998



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                                   BY-LAWS OF

                      NETPARTNERS INTERNET SOLUTIONS, INC.

                                    ARTICLE I

                                     OFFICES


1.1 REGISTERED OFFICE.

The registered office of NETPARTNERS INTERNET SOLUTIONS, INC. (the
'Corporation') in the State of Delaware shall be at 30 Old Rudnick Lane, Suite
100, City of Dover, County of Kent 19901, and the registered agent in charge
thereof shall be Lexis Document Services Inc.

1.2 OTHER OFFICES.

The Corporation may also have an office or offices at any other place or places
within or outside the State of Delaware.


                                   ARTICLE II

                     MEETING OF STOCKHOLDERS; STOCKHOLDERS'
                           CONSENT IN LIEU OF MEETING


2.1 ANNUAL MEETINGS.

The annual meeting of the stockholders for the election of directors, and for
the transaction of such other business as may properly come before the meeting,
shall be held at such place, date and hour as shall he fixed by the Board of
Directors (the 'Board') and designated in the notice or waiver of notice
thereof, except that no annual meeting need be held if all actions, including
the election of directors, required by the General Corporation Law of the State
of Delaware (the 'Delaware Statute') to be taken at a stockholders' annual
meeting are taken by written consent in lieu of meeting pursuant to Section 2.10
of this Article II.

2.2 SPECIAL MEETINGS.

A special meeting of the stockholders for any purpose or purposes may be called
by the Board, the Chairman, the President or the record holders of at least a
majority of the issued and outstanding shares of Common Stock of the
Corporation, to be held at such place, date and hour as shall be designated in
the notice or waiver of notice thereof.

2.3 NOTICE OF MEETINGS.

Except as otherwise required by statute, the Certificate of Incorporation of the
Corporation (the 'Certificate') or these By-laws, notice of each annual or
special meeting of the stockholders shall be given to each stockholder of record
entitled to vote at such meeting not less than 10 nor





more than 60 days before the day on which the meeting is to be held, by
delivering written notice thereof to him personally, or by mailing a copy of
such notice, postage prepaid, directly to him at his address as it appears in
the records of the Corporation, or by transmitting such notice thereof to him at
such address by telegraph, cable or other telephonic transmission. Every such
notice shall state the place, the date and hour of the meeting, and, in case of
a special meeting, the purpose or purposes for which the meeting is called.
Notice of any meeting of stockholders shall not be required to be given to any
stockholder who shall attend such meeting in person or by proxy, or who shall,
in person or by attorney thereunto authorized, waive such notice in writing,
either before or after such meeting. Except as otherwise provided in these
By-laws, neither the business to be transacted at, nor the purpose of, any
meeting of the stockholders need be specified in any such notice or waiver of
notice. Notice of any adjourned meeting of stockholders shall not be required to
be given, except when expressly required by law.

2.4 QUORUM.

At each meeting of the stockholders, except where otherwise provided by the
Certificate or these By-laws, the holders of a majority of the issued and
outstanding shares of Common Stock of the Corporation entitled to vote at such
meeting, present in person or represented by proxy, shall constitute a quorum
for the transaction of business. In the absence of a quorum, a majority in
interest of the stockholders present in person or represented by proxy and
entitled to vote, or, in the absence of all the stockholders entitled to vote,
any officer entitled to preside at, or act as secretary of, such meeting, shall
have the power to adjourn the meeting from time to time, until stockholders
holding the requisite amount of stock to constitute a quorum shall be present or
represented. At any such adjourned meeting at which a quorum shall be present,
any business may be transacted which might have been transacted at the meeting
as originally called.

2.5 ORGANIZATION.

Unless otherwise determined by the Board, at each meeting of the stockholders,
one of the following shall act as chairman of the meeting and preside thereat,
in the following order of precedence:

the Chairman;

the President;

any director, officer or stockholder of the Corporation designated by the Board
to act as chairman of such meeting and to preside thereat if the Chairman or the
President shall be absent from such meeting; or

a stockholder of record who shall be chosen chairman of such meeting by a
majority in voting interest of the stockholders present in person or by proxy
and entitled to vote thereat.

The Secretary or, if he shall be presiding over such meeting in accordance with
the provisions of this Section 2.5 or if he shall be absent from such meeting,
the person (who shall be an Assistant





Secretary, if an Assistant Secretary has been appointed and is present) whom the
chairman of such meeting shall appoint, shall act as secretary of such meeting
and keep the minutes thereof.

2.6 ORDER OF BUSINESS.

The order of business at each meeting of the stockholders shall be determined by
the chairman of such meeting, but such order of business may be changed by a
majority in voting interest of those present in person or by proxy at such
meeting and entitled to vote thereat.

2.7 VOTING.

Except as otherwise provided by law, the Certificate or these By-laws, at each
meeting of the stockholders, every stockholder of the Corporation shall be
entitled to one vote in person or by proxy for each share of Common Stock of the
Corporation held by him and registered in his name on the books of the
Corporation on the date fixed pursuant to Section 6.7 of Article VI as the
record date for the determination of stockholders entitled to vote at such
meeting. Persons holding stock in a fiduciary capacity shall be entitled to vote
the shares so held. A person whose stock is pledged shall be entitled to vote,
unless, in the transfer by the pledgor on the books of the Corporation, he has
expressly empowered the pledgee to vote thereon, in which case only the pledgee
or his proxy may represent such stock and vote thereon. If shares or other
securities having voting power stand in the record of two or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in common,
tenants by the entirety or otherwise, or if two or more persons have the same
fiduciary relationship respecting the same shares, unless the Secretary shall be
given written notice to the contrary and furnished with a copy of the instrument
or order appointing them or creating the relationship wherein it is so provided,
their acts with respect to voting shall have the following effect:

if only one votes, his act binds all;

if more than one votes, the act of the majority so voting binds all; and

if more than one votes, but the vote is evenly split on any particular matter,
such shares shall be voted in the manner provided by law.

If the instrument so filed shows that any such tenancy is held in unequal
interests, a majority or even-split for the purposes of this Section 2.7 shall
be a majority or even-split in interest. The Corporation shall not vote directly
or indirectly any share of its own capital stock. Any vote of stock may be given
by the stockholder entitled thereto in person or by his proxy appointed by an
instrument in writing, subscribed by such stockholder or by his attorney
thereunto authorized, delivered to the secretary of the meeting; provided,
however, that no proxy shall be voted after three years from its date, unless
said proxy provides for a longer period. At all meetings of the stockholders,
all matters (except where other provision is made by law, the Certificate or
these By-laws) shall be decided by the vote of a majority in interest of the
stockholders present in person or by proxy at such meeting and entitled to vote
thereon, a quorum being present. Unless demanded by a stockholder present in
person or by proxy at any meeting and entitled to vote thereon, the vote on any
question need not be by ballot. Upon a demand by any such stockholder




for a vote by ballot upon any question, such vote by ballot shall be taken. On a
vote by ballot, each ballot shall be signed by the stockholder voting, or by his
proxy, if there be such proxy, and shall state the number of shares voted.

2.8 INSPECTION.

The chairman of the meeting may at any time appoint one or more inspectors to
serve at any meeting of the stockholders. Any inspector may be removed, and a
new inspector or inspectors appointed, by the Board at any time. Such inspectors
shall decide upon the qualifications of voters, accept and count votes, declare
the results of such vote, and subscribe and deliver to the secretary of the
meeting a certificate stating the number of shares of stock issued and
outstanding and entitled to vote thereon and the number of shares voted for and
against the question, respectively. The inspectors need not be stockholders of
the Corporation, and any director or officer of the Corporation may be an
inspector on any question other than a vote for or against his election to any
position with the Corporation or on any other matter in which he may be directly
interested. Before acting as herein provided, each inspector shall subscribe an
oath faithfully to execute the duties of an inspector with strict impartiality
and according to the best of his ability.

2.9 LIST OF STOCKHOLDERS.

It shall be the duty of the Secretary or other officer of the Corporation who
shall have charge of its stock ledger to prepare and make, at least 10 days
before every meeting of the stockholders, a complete list of the stockholders
entitled to vote thereat, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to any such meeting, during ordinary business hours, for
a period of at least 10 days prior to such meeting, either at a place within the
city where such meeting is to be held, which place shall be specified in the
notice of the meeting or, if not so specified, at the place where the meeting is
to be held. Such list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

2.10 STOCKHOLDERS' CONSENT IN LIEU OF MEETING.

Any action required by the Delaware Statute to be taken at any annual or special
meeting of the stockholders of the Corporation, or any action which may be taken
at any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, by a consent in writing, as
permitted by the Delaware Statute.





                                   ARTICLE III

                               BOARD OF DIRECTORS


3.1 GENERAL POWERS.

The business, property and affairs of the Corporation shall be managed by or
under the direction of the Board, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by law or by the
Certificate directed or required to be exercised or done by the stockholders.

3.2 NUMBER AND TERM OF OFFICE.

The number of directors shall initially be five (5). Any subsequent change in
the number of directors shall be determined by the vote or written consent of
the holders of at least 51% of the Common Stock of the Corporation outstanding
at the time such action is taken. Directors need not be stockholders. Each
director shall hold office until his successor is elected and qualified, or
until his earlier death or resignation or removal in the manner hereinafter
provided.

3.3 ELECTION OF DIRECTORS.

At each meeting of the stockholders for the election of directors at which a
quorum is present, the persons receiving the greatest number of votes, up to the
number of directors to be elected, of the stockholders present in person or by
proxy and entitled to vote thereon shall be the directors; provided, however,
that for purposes of such vote no stockholder shall be allowed to cumulate his
votes. Unless an election by ballot shall be demanded as provided in Section 2.7
of Article II, election of directors may be conducted in any manner approved at
such meeting.

3.4 RESIGNATION, REMOVAL AND VACANCIES.

Any director may resign at any time by giving written notice to the Board, the
Chairman, the President or the Secretary. Such resignation shall take effect at
the time specified therein or, if the time be not specified, upon receipt
thereof; unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

Any director or the entire Board may be removed, with or without cause, at any
time by vote of the holders of a majority of the shares then entitled to vote at
an election of directors or by written consent of the stockholders pursuant to
Section 2.10 of Article II.

Vacancies occurring on the Board for any reason may be filled by vote of the
stockholders or by the stockholders' written consent pursuant to Section 2.10 of
Article II, or by vote of the Board or by the directors' written consent
pursuant to Section 3.6 of this Article III. If the number of directors then in
office is less than a quorum, such vacancies may be filled by a vote of a
majority of the directors then in office.




3.5 MEETINGS.

Annual Meetings. As soon as practicable after each annual election of directors,
the Board shall meet for the purpose of organization and the transaction of
other business, unless it shall have transacted all such business by written
consent pursuant to Section 3.6 of this Article III.

Other Meetings. Other meetings of the Board shall be held at such times and
places as the Board, the Chairman, the President or any director shall from time
to time determine.

Notice of Meetings. Notice shall be given to each director of each meeting,
including the time, place and purpose of such meeting. Notice of each such
meeting shall be mailed to each director, addressed to him at his residence or
usual place of business, at least two days before the date on which such meeting
is to be held, or shall be sent to him at such place by telegraph, cable,
wireless or other form of recorded communication, or be delivered personally or
by telephone not later than the day before the day on which such meeting is to
be held, but notice need not be given to any director who shall attend such
meeting. A written waiver of notice, signed by the person entitled thereto,
whether before or after the time of the meeting stated therein, shall be deemed
equivalent to notice.

Place of Meetings. The Board may hold its meetings at such place or places
within or outside the State of Delaware as the Board may from time to time
determine, or as shall be designated in the respective notices or waivers of
notice thereof.

Quorum and Manner of Acting. A majority of the total number of directors then in
office shall be present in person at any meeting of the Board in order to
constitute a quorum for the transaction of business at such meeting, and the
vote of a majority of those directors present at any such meeting at which a
quorum is present shall be necessary for the passage of any resolution or act of
the Board, except as otherwise expressly required by law or these By-laws. In
the absence of a quorum for any such meeting, a majority of the directors
present thereat may adjourn such meeting from time to time until a quorum shall
be present.

Organization. At each meeting of the Board, one of the following shall act as
chairman of the meeting and preside thereat, in the following order of
precedence:

the Chairman;

the President (if a director); or

any director designated by a majority of the directors present.

The Secretary or, in the case of his absence, an Assistant Secretary, if an
Assistant Secretary has been appointed and is present, or any person whom the
chairman of the meeting shall appoint shall act as secretary of such meeting and
keep the minutes thereof.




3.6 DIRECTORS' CONSENT IN LIEU OF MEETING.

Any action required or permitted to be taken at any meeting of the Board may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by all the
directors then in office and such consent is filed with the minutes of the
proceedings of the Board.

3.7 ACTION BY MEANS OF CONFERENCE TELEPHONE OR SIMILAR COMMUNICATIONS EQUIPMENT.

Any one or more members of the Board may participate in a meeting of the Board
by means of conference telephone or similar communications equipment by which
all persons participating in the meeting can hear each other, and participation
in a meeting by such means shall constitute presence in person at such meeting.

3.8 COMMITTEES.

The Board may, by resolution or resolutions passed by a majority of the whole
Board, designate one or more committees, each such committee to consist of one
or more directors of the Corporation (of which at least one (1) director shall
be a Class II Director), which to the extent provided in said resolution or
resolutions shall have and may exercise the powers of the Board in the
management of the business and affairs of the Corporation and may authorize the
seal of the Corporation to be affixed to all papers which may require it, such
committee or committees to have such name or names as may be determined from
time to time by resolution adopted by the Board. A majority of all the members
of any such committee may determine its action and fix the time and place of its
meetings, unless the Board shall otherwise provide. The Board shall have power
to change the members of any such committee at any time, to fill vacancies and
to discharge any such committee, either with or without cause, at any time.


                                   ARTICLE IV

                                    OFFICERS


4.1 EXECUTIVE OFFICERS.

The principal officers of the Corporation shall be a Chief Executive Officer, if
one is appointed (and any references to the Chief Executive Officer shall not
apply if a Chief Executive Officer has not been appointed), a President, a
Secretary and a Treasurer, and may include such other officers as the Board may
appoint pursuant to Section 4.3 of this Article IV. Any two or more offices may
be held by the same person.

4.2 AUTHORITY AND DUTIES.

All officers, as between themselves and the Corporation, shall have such
authority and perform such duties in the management of the Corporation as may be
provided in these By-laws or, to the extent so provided, by the Board.




4.3 OTHER OFFICERS.

The corporation may have such other officers, agents and employees as the Board
may deem necessary, including one or more Assistant Secretaries, one or more
Assistant Treasurers and one or more Vice Presidents, each of whom shall hold
office for such period, have such authority and perform such duties as the
Board, the Chairman or the President may from time to time determine. The Board
may delegate to any principal officer the power to appoint and define the
authority and duties of, or remove, any such officers, agents or employees.

4.4 TERM OF OFFICE, RESIGNATION AND REMOVAL.

All officers shall be elected or appointed by the Board and shall hold office
for such term as may be prescribed by the Board. Each officer shall hold office
until his successor has been elected or appointed and qualified or until his
earlier death or resignation or removal in the manner hereinafter provided. The
Board may require any officer to give security for the faithful performance of
his duties.

Any officer may resign at any time by giving written notice to the Board, the
Chairman, the President or the Secretary. Such resignation shall take effect at
the time specified therein or, if the time be not specified, at the time it is
accepted by action of the Board. Except as aforesaid, the acceptance of such
resignation shall not be necessary to make it effective.

All officers and agents elected or appointed by the Board shall be subject to
removal at any time by the Board or by the stockholders of the Corporation with
or without cause.

4.5 VACANCIES.

If the office of Chairman, President, Secretary or Treasurer becomes vacant for
any reason, the Board shall fill such vacancy, and if any other office becomes
vacant, the Board may fill such vacancy. Any officer so appointed or elected by
the Board shall serve only until such time as the unexpired term of his
predecessor shall have expired, unless reelected or reappointed by the Board.

4.6 THE CHIEF EXECUTIVE OFFICER.

The Chief Executive Officer shall give counsel and advice to the Board and the
officers of the Corporation on all subjects concerning the welfare of the
Corporation and the conduct of its business and shall perform such other duties
as the Board may from time to time determine. Unless otherwise determined by the
Board, he shall preside at meetings of the Board and of the Stockholders at
which he is present.

4.7 THE PRESIDENT.

Unless otherwise determined by the Board, the President shall be the chief
executive officer of the Corporation. The President shall have general and
active management and control of the business and affairs of the Corporation
subject to the control of the Board and shall see that all




orders and resolutions of the Board are carried into effect. The President shall
from time to time make such reports of the affairs of the Corporation as the
Board of Directors may require and shall perform such other duties as the Board
may from time to time determine.

4.8 THE SECRETARY.

The Secretary shall, to the extent practicable, attend all meetings of the Board
and all meetings of the stockholders and shall record all votes and the minutes
of all proceedings in a book to be kept for that purpose. He may give, or cause
to be given, notice of all meetings of the stockholders and of the Board, and
shall perform such other duties as may be prescribed by the Board, the Chairman
or the President, under whose supervision he shall act. He shall keep in safe
custody the seal of the Corporation and affix the same to any duly authorized
instrument requiring it and, when so affixed, it shall be attested by his
signature or by the signature of the Treasurer or, if appointed, an Assistant
Secretary or an Assistant Treasurer. He shall keep in safe custody the
certificate books and stockholder records and such other books and records as
the Board may direct, and shall perform all other duties incident to the office
of Secretary and such other duties as from time to time may be assigned to him
by the Board, the Chairman or the President.

4.9 THE TREASURER.

The Treasurer shall have the care and custody of the corporate funds and other
valuable effects, including securities, shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board. The
Treasurer shall disburse the funds of the Corporation as may be ordered by the
Board, taking proper vouchers for such disbursements, shall render to the
Chairman, President and directors, at the regular meetings of the Board, or
whenever they may require it, an account of all his transactions as Treasurer
and of the financial condition of the Corporation and shall perform all other
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the Board, the Chairman or the President.

                                    ARTICLE V

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

5.1 EXECUTION OF DOCUMENTS.

The Board shall designate, by either specific or general resolution, the
officers, employees and agents of the Corporation who shall have the power to
execute and deliver deeds, contracts, mortgages, bonds, debentures, checks,
drafts and other orders for the payment of money and other documents for and in
the name of the Corporation, and may authorize such officers, employees and
agents to delegate such power (including authority to redelegate) by written
instrument to other officers, employees or agents of the Corporation; unless so
designated or expressly authorized by these By-laws, no officer, employee or
agent shall have any power or authority to bind the Corporation by any contract
or engagement, to pledge its credit or to render it liable pecuniarily for any
purpose or amount.




5.2 DEPOSITS.

All funds of the Corporation not otherwise employed shall be deposited from time
to time to the credit of the Corporation or otherwise as the Board or Treasurer,
or any other officer of the Corporation to whom power in this respect shall have
been given by the Board, shall select.

5.3 PROXIES WITH RESPECT TO STOCK OR OTHER SECURITIES OF OTHER CORPORATIONS.

The Board shall designate the officers of the Corporation who shall have
authority from time to time to appoint an agent or agents of the Corporation to
exercise in the name and on behalf of the Corporation the powers and rights
which the Corporation may have as the holder of stock or other securities in any
other corporation, and to vote or consent with respect to such stock or
securities. Such designated officers may instruct the person or persons so
appointed as to the manner of exercising such powers and rights, and such
designated officers may execute or cause to be executed in the name and on
behalf of the Corporation and under its corporate seal or otherwise, such
written proxies, powers of attorney or other instruments as they may deem
necessary or proper in order that the Corporation may exercise its powers and
rights.

                                   ARTICLE VI

                  SHARES AND THEIR TRANSFER; FIXING RECORD DATE

6.1 CERTIFICATES FOR SHARES.

Every owner of stock of the Corporation shall be entitled to have a certificate
certifying the number and class of shares owned by him in the Corporation, which
shall be in such form as shall be prescribed by the Board. Certificates shall be
numbered and issued in consecutive order and shall be signed by, or in the name
of, the Corporation by the Chairman, the President or any vice President, and by
the Treasurer (or an Assistant Treasurer, if appointed) or the Secretary (or an
Assistant Secretary, if appointed). In case any officer or officers who shall
have signed any such certificate or certificates shall cease to be such officer
or officers of the Corporation, whether because of death, resignation or
otherwise, before such certificate or certificates shall have been delivered by
the Corporation, such certificate or certificates may nevertheless be adopted by
the Corporation and be issued and delivered as though the person or persons who
signed such certificate had not ceased to be such officer or officers of the
Corporation.

6.2 RECORD.

A record in one or more counterparts shall be kept of the name of the person,
firm or corporation owning the shares represented by each certificate for stock
of the Corporation issued, the number of shares represented by each such
certificate, the date thereof and, in the case of cancellation, the date of
cancellation. Except as otherwise expressly required by law, the person in whose
name shares of stock stand on the stock record of the Corporation shall be
deemed the owner thereof for all purposes regarding the Corporation.





6.3 TRANSFER AND REGISTRATION OF STOCK.

The transfer of stock and certificates which represent the stock of the
Corporation shall be governed by Article 8 of Subtitle 1 of Title 6 of the
Delaware Code (the Uniform Commercial Code), as amended from time to time.

Registration of transfers of shares of the Corporation shall be made only on the
books of the Corporation upon request of the registered holder thereof, or of
his attorney thereunto authorized by power of attorney duly executed and filed
with the Secretary of the Corporation, and upon the surrender of the certificate
or certificates for such shares properly endorsed or accompanied by a stock
power duly executed.

6.4 ADDRESSES OF STOCKHOLDERS.

Each stockholder shall designate to the Secretary an address at which notices of
meetings and all other corporate notices may be served or mailed to him, and, if
any stockholder shall fail to designate such address, corporate notices may be
served upon him by mail directed to him at his post-office address, if any, as
the same appears on the share record books of the Corporation or at his last
known post-office address.

6.5 LOST, DESTROYED AND MUTILATED CERTIFICATES.

The holder of any shares of the Corporation shall immediately notify the
Corporation of any loss, destruction or mutilation of the certificate therefor,
and the Board may, in its discretion, cause to be issued to him a new
certificate or certificates for such shares, upon the surrender of the mutilated
certificates or, in the case of loss or destruction of the certificate, upon
satisfactory proof of such loss or destruction, and the Board may, in its
discretion, require the owner of the lost or destroyed certificate or his legal
representative to give the Corporation a bond in such sum and with such surety
or sureties as it may direct to indemnify the Corporation against any claim that
may be made against it on account of the alleged loss or destruction of any such
certificate.

6.6 REGULATIONS.

The Board may make such rules and regulations as it may deem expedient, not
inconsistent with these By-laws, concerning the issue, transfer and registration
of certificates for stock of the Corporation.

6.7 FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.

In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, the
Board may fix a record date, which record date shall not precede the date upon
which the resolution fixing the record date is adopted by the Board, and which
record date shall be not more than 60 nor less than 10 days before the date of
such meeting. If no record date is fixed by the Board, the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at




the close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting.

In order that the Corporation may determine the stockholders entitled to consent
to corporate action in writing without a meeting, the Board may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board, and which date shall be not more
than 10 days after the date upon which the resolution fixing the record date is
adopted by the Board. If no record date has been fixed by the Board, the record
date for determining stockholders entitled to consent to corporate action in
writing without a meeting, when no prior action by the Board is required by the
Delaware Statute, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation by delivery to its registered office in this State, its principal
place of business 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 shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board and prior action by the Board is required by the Delaware Statute, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting shall be at the close of business on the day on
which the Board adopts the resolution taking such prior action.

In order that the Corporation may determine the stockholders entitled to receive
payment of any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted, and which record
date shall be not more than 60 days prior to such action. If no record date is
fixed, the record date for determining stockholders for any such purpose shall
be at the close of business on the day on which the Board adopts the resolution
relating thereto.

6.8 SEAL

The Board may provide a corporate seal, which shall be in the form of a circle
and shall bear the full name of the Corporation, the year of incorporation of
the Corporation and the words and figures 'Corporate Seal - Delaware.'

6.9 FISCAL YEAR

The fiscal year of the Corporation shall be the calendar year unless otherwise
determined by the Board.




                                   ARTICLE VII

                          INDEMNIFICATION AND INSURANCE


7.1 INDEMNIFICATION.

As provided in the Certificate, to the fullest extent permitted by the Delaware
Statute as the same exists or may hereafter be amended, a director of the
Corporation shall not be liable to the Corporation or its stockholders for
breach of fiduciary duty as a director.

Without limitation of any right conferred by paragraph (a) of this Section 7.1,
each person who was or is made a party or is threatened to be made a party to or
is otherwise involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a 'proceeding'), by reason of the fact that he or she is or was a
director, officer or employee of the Corporation or is or was serving at the
request of the Corporation as a director, officer or employee of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (hereinafter an
'indemnitee'), whether the basis of such proceeding is alleged action in an
official capacity while serving as a director, officer or employee or in any
other capacity while serving as a director, officer or employee, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware Statute, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than
permitted prior thereto), against all expense, liability and loss (including
attorneys' fees, judgments, fines, excise taxes or amounts paid in settlement)
reasonably incurred or suffered by such indemnitee in connection therewith and
such indemnification shall continue as to an indemnitee who has ceased to be a
director, officer or employee and shall inure to the benefit of the indemnitee's
heirs, testators, intestates, executors and administrators; provided, however,
that such person acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the Corporation, and with
respect to a criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful; provided further, however, that no indemnification
shall be made in the case of an action, suit or proceeding by or in the right of
the Corporation in relation to matters as to which it shall be adjudged in such
action, suit or proceeding that such director, officer, employee or agent is
liable to the Corporation, unless a court having jurisdiction shall determine
that, despite such adjudication, such person is fairly and reasonably entitled
to indemnification; provided further, however, that, except as provided in
Section 7.1 of this Article VII with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) initiated by such indemnitee was authorized
by the Board of Directors of the Corporation. The right to indemnification
conferred in this Article VII shall be a contract right and shall include the
right to be paid by the Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition (hereinafter an 'advancement of
expenses'); provided, however, that, if the Delaware Statute requires, an
advancement of expenses incurred by an indemnitee in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such indemnitee, including, without limitation, service to an
employee benefit plan)




shall be made only upon delivery to the Corporation of an undertaking
(hereinafter an 'undertaking'), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal (hereinafter a 'final
adjudication') that such indemnitee is not entitled to be indemnified for such
expenses under this Section or otherwise.

If a claim under Section 7.1 of this Article VII is not paid in full by the
Corporation with 60 days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be 20 days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of any undertaking, the indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the indemnitee to enforce a right to an advancement of expenses) it
shall be a defense that, and (ii) in any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met the applicable standard of conduct set forth in the
Delaware Statute. Neither the failure of the Corporation (including the Board,
independent legal counsel, or the stockholders) to have made a determination
prior to the commencement of such suit that indemnification of the indemnitee is
proper in the circumstances because the indemnitee has met the applicable
standard of conduct set forth in the Delaware Statute, nor an actual
determination by the Corporation (including the Board, independent legal counsel
or the stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Section or otherwise shall be on the Corporation.

The rights to indemnification and to the advancement of expenses conferred in
this Article VII shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, the Charter, agreement, vote of
stockholders or disinterested directors or otherwise.

7.2 INSURANCE.

The Corporation may purchase and maintain insurance, at its expense, to protect
itself and any person who is or was a director, officer, employee or agent of
the Corporation or any person who is or was serving at the request of the
Corporation as a director, officer, employer or agent of another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the Delaware
Statute.





7.3 AMENDMENT

Any by-law (including these By-laws) may be adopted, amended or repealed by the
vote of the holders of a majority of the shares then entitled to vote or by the
stockholders' written consent pursuant to Section 2.10 of Article II, or by the
vote of the Board or by the directors' written consent pursuant to Section 3.6
of Article III.