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<SEC-DOCUMENT>0001170918-06-000421.txt : 20060511
<SEC-HEADER>0001170918-06-000421.hdr.sgml : 20060511
<ACCEPTANCE-DATETIME>20060511170529
ACCESSION NUMBER:		0001170918-06-000421
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060510
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060511
DATE AS OF CHANGE:		20060511

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			INTERLINK ELECTRONICS INC
		CENTRAL INDEX KEY:			0000828146
		STANDARD INDUSTRIAL CLASSIFICATION:	COMPUTER PERIPHERAL EQUIPMENT, NEC [3577]
		IRS NUMBER:				770056625
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-21858
		FILM NUMBER:		06830980

	BUSINESS ADDRESS:	
		STREET 1:		546 FLYNN RD
		CITY:			CAMARILLO
		STATE:			CA
		ZIP:			93012
		BUSINESS PHONE:		8054848855

	MAIL ADDRESS:	
		STREET 1:		546 FLYNN ROAD
		CITY:			CAMARILLO
		STATE:			CA
		ZIP:			93012

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INTERLINK ELECTRONICS
		DATE OF NAME CHANGE:	19940525
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>fm8k-051006.txt
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of earliest event reported): MAY 10, 2006


                           INTERLINK ELECTRONICS, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                    0-21858                    77-0056625
(State or other jurisdiction        (Commission                (IRS Employer
     of incorporation)              File Number)             Identification No.)


          546 FLYNN ROAD, CAMARILLO, CALIFORNIA                    93012
         (Address of principal executive offices)                (Zip Code)


       Registrant's telephone number, including area code: (805) 484-8855



                                    NO CHANGE
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|      Written  communications  pursuant to Rule 425 under the  Securities Act
         (17 CFR 230.425)

|_|      Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)

|_|      Pre-commencement  communications  pursuant to Rule  14d-2(b)  under the
         Exchange Act (17 CFR 240.14d-2(b))

|_|      Pre-commencement  communications  pursuant to Rule  13e-4(c)  under the
         Exchange Act (17 CFR 240.13e-4(c))


<PAGE>


ITEM 5.02.        DEPARTURE  OF DIRECTORS  OR  PRINCIPAL  OFFICERS;  ELECTION OF
                  DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

(d)      On May 10, 2006, the Board of Directors of Interlink Electronics,  Inc.
(the "Company")  acted by written consent to increase the number of directors to
seven and elect Edward  Hamburg as a Class III  director.  Dr.  Hamburg was also
appointed  to the  Company's  Audit  Committee  and will serve as its Chair.  In
connection with this appointment,  Mr. Eugene F. Hovanec will no longer serve on
the Audit Committee but remains a member of the Company's Board of Directors.

         Edward   Hamburg,   55,  was  Executive  Vice  President  of  Corporate
Operations,  Chief  Financial  Officer,  and  Corporate  Secretary  of SPSS Inc.
(NASDAQ:  SPSS)  from  1993 to 2004.  He  continues  with  SPSS in an  executive
advisory position, serves as a director and audit committee chair of Interactive
Intelligence   Incorporated  (NASDAQ:  ININ),  Perceptive  Software,  Inc.,  and
ThruPoint,  and is a venture  partner with Morgan Stanley  Private  Equity.  Dr.
Hamburg holds B.A. and M.A.  degrees from the  University of Maryland at College
Park as well as a Ph.D. from The University of Chicago.

         In  consideration  of his service,  Dr. Hamburg will receive $2,000 per
in-person  board or committee  meeting,  $500 per telephonic  board or committee
meeting and  $10,000 per annum for serving as the Chair of the Audit  Committee.
He has also been granted the option to purchase  30,000  shares of the Company's
common stock, subject to vesting, at an exercise price equal to the market value
of the Company's  common stock on the date of grant. Dr. Hamburg was not elected
pursuant to any arrangement or understanding  between him and any other persons.
He will  serve as a  director  of the  Company  until the  earlier of his death,
resignation or removal.

ITEM 5.03.        AMENDMENTS TO ARTICLES OF INCORPORATION  OR BYLAWS;  CHANGE IN
                  FISCAL YEAR.

(a)      Effective  May 10,  2006,  the Board of Directors  amended  Article II,
Section 2.2 of the Company's Bylaws to expand the size of the Board of Directors
to seven members by  increasing  the number of Class III directors to two and by
increasing  the number of Class I directors to three.  A copy of the Amended and
Restated  Bylaws is  attached as Exhibit 3.2 and is  incorporated  by  reference
herein.

ITEM 9.01.        FINANCIAL STATEMENTS AND EXHIBITS.

(c)      Exhibits.

         3.2      Amended and Restated Bylaws, adopted May 10, 2006.


                                       2
<PAGE>


                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

         Date:  May 11, 2006.


                           INTERLINK ELECTRONICS, INC.



                           By    /S/ CHARLES C. BEST
                                 ------------------------
                                 Charles C. Best
                                 Chief Financial Officer


                                       3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(II)
<SEQUENCE>2
<FILENAME>ex3-2.txt
<TEXT>
                                                                     EXHIBIT 3.2

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                           INTERLINK ELECTRONICS, INC.


                                   ARTICLE I

                                  STOCKHOLDERS

         1.1      ANNUAL MEETING. Unless another date is fixed by the directors,
the annual  meeting of the  stockholders  shall be held on the second Tuesday in
June of each year for the purpose of electing  directors  and  transacting  such
other  business as may come before the meeting.  If the day fixed for the annual
meeting is a legal  holiday,  the meeting  shall be held on the next  succeeding
business day.

         1.2      FAILURE TO HOLD ANNUAL  MEETING.  If the annual meeting is not
held at the designated time, the directors shall cause the meeting to be held as
soon  thereafter as convenient.  If there is a failure to hold an annual meeting
for a period of 30 days after the date  designated,  any stockholder or director
may apply to the Court of Chancery to summarily order a meeting held.

         1.3      SPECIAL MEETINGS.  Special meetings of the stockholders may be
called by the President or by the Board of Directors or by such other persons as
may be authorized by law to call a special meeting of the stockholders.

         1.4      PLACE OF MEETINGS.  Meetings of the stockholders shall be held
at the principal  business  office of the  corporation or at such other place as
may be determined by the Board of Directors.

         1.5      NOTICE OF  MEETINGS.  Written or printed  notice  stating  the
place,  day and hour of the  meeting  and,  in case of a  special  meeting,  the
purpose or  purposes  for which the  meeting is called,  shall be mailed to each
stockholder  entitled to vote at the meeting at the stockholder's  address as it
appears on the stock transfer records of the  corporation,  with postage thereon
prepaid,  not less than 10 nor more than 60 days before the date of the meeting,
by or at  the  direction  of the  President,  the  Secretary  or  the  Board  of
Directors.

         1.6      WAIVER OF NOTICE.  Whenever any notice is required to be given
to any stockholder of the  corporation,  a waiver thereof in writing,  signed by
the person or persons entitled to such notice,  whether before or after the time
stated  therein,  shall be deemed  equivalent to the giving of such notice.  The
attendance of a stockholder at a meeting shall  constitute a waiver of notice of
such  meeting,  except  where a  stockholder  attends a meeting  for the express
purpose of objecting to the  transaction of any business  because the meeting is
not lawfully called or convened.


<PAGE>


         1.7      FIXING OF RECORD DATE.

                  (a)      In  order  that the  corporation  may  determine  the
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any adjournment  thereof,  or to express consent to corporate  action in writing
without a meeting,  or  entitled  to receive  payment of any  dividend  or other
distribution  or allotment of any rights,  or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action,  the Board of Directors may fix, in advance, a record date,
which  shall not be more than 60 nor less than 10 days  before  the date of such
meeting, nor more than 60 days prior to any other action.

                  (b)      If no record date is fixed:

                           (1)      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;

                           (2)      The record date for determining stockholders
entitled to express  consent to corporate  action in writing  without a meeting,
when no prior action by the Board of Directors is necessary, shall be the day on
which the first written consent is expressed;

                           (3)      The record date for determining stockholders
for any other  purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.

                  (c)      A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting;  provided,  however,  that the Board of Directors  may fix a new
record date for the adjourned meeting.

         1.8      VOTING RECORDS.

                  (a)      The officer who has charge of the stock ledger of the
corporation shall make, at least 10 days before every meeting of stockholders, a
complete list of the stockholders  entitled to vote at the meeting,  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 the meeting,
during ordinary  business  hours,  for a period of at least 10 days prior to the
meeting,  either at a place  within  the city  where the  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. The 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.

                  (b)      Upon the willful  neglect or refusal of the directors
to produce such a list at any meeting for the  election of directors  they shall
be ineligible for election to any office at such meeting.


                                       2
<PAGE>


                  (c)      The stock ledger shall be the only evidence as to who
are the stockholders  entitled to examine the stock ledger, the stockholder list
or the books of the corporation, or to vote in person or by proxy at any meeting
of stockholders.

         1.9      QUORUM.   A  majority  of  the   outstanding   shares  of  the
corporation  entitled  to  vote,  represented  in  person  or  by  proxy,  shall
constitute  a quorum at a meeting of  stockholders.  If a quorum is present at a
meeting,  a majority  may adjourn  the meeting  from time to time to a different
time  and  place  without  further  notice  if the time and  place  thereof  are
announced at the meeting at which the  adjournment  is taken.  At such adjourned
meeting at which a quorum is present, any business may be transacted which might
have been transacted at the meeting as originally  called. If the adjournment is
for more than 30 days,  or if after the  adjournment  a new record date is fixed
for the adjourned  meeting,  a notice of the adjourned meeting shall be given to
each  stockholder of record  entitled to vote at the meeting.  The  stockholders
present at a duly  organized  meeting may  continue to transact  business  until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.

         1.10     MAJORITY  VOTE;  ACTION  WITHOUT  A  MEETING.  The vote of the
holders of a majority  of the shares  present  and  entitled to vote at any duly
organized  meeting shall decide any question unless the vote of a greater number
shall be required by law, the Certificate of Incorporation or these Bylaws.  Any
action  which the  stockholders  could take at a meeting may be taken  without a
meeting if a consent in writing  setting  forth the action so taken is signed by
the holders of  outstanding  stock  having not less than the  minimum  number of
shares that would be  necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted.  Prompt notice
of the taking of the corporate  action  without a meeting by less than unanimous
written consent shall be given to those  stockholders  who have not consented in
writing and the consent shall be filed with the minutes of the corporation.

         1.11     PROXIES.  At all meetings of  stockholders,  a stockholder may
vote by proxy  executed in writing by the  stockholder  or by a duly  authorized
attorney in fact. The proxy shall be filed with the Secretary of the corporation
before or at the time of the meeting.  No proxy shall be valid after three years
from the date of its execution, unless otherwise provided in the proxy.

         1.12     VOTING OF SHARES BY CERTAIN HOLDERS.

                  (a)      Persons  holding stock in a fiduciary  capacity shall
be entitled to vote the shares so held.  Persons whose stock is pledged shall be
entitled  to vote,  unless in the  transfer  by the  pledgor on the books of the
corporation  he or she has expressly  empowered the pledgee to vote thereon,  in
which case only the pledgee,  or his or her proxy,  may represent such stock and
vote thereon.

                  (b)      If shares or other  securities  having  voting  power
stand of record in the names of two or more  persons,  or if two or more persons
have the same  fiduciary  relationship  respecting  the same shares,  unless the
Secretary is given written  notice to the contrary and is 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:


                                       3
<PAGE>


                           (1)      If only one  votes,  the act of such  person
binds all;

                           (2)      If  more  than  one  vote,  the  act  of the
majority so voting binds all;

                           (3)      If more  than  one  vote  and if the vote is
evenly split on any particular  matter,  each faction may vote the securities in
question proportionally,  or any person voting the shares, or a beneficiary,  if
any,  may  apply  to the  Court  of  Chancery  or such  other  court as may have
jurisdiction  to appoint an  additional  person to act with the person so voting
the  shares,  which  shall then be voted as  determined  by a  majority  of such
persons and the person  appointed by the court. If the instrument so filed shows
that any such tenancy is held in unequal interests, a majority or even split for
the purpose of this subsection shall be a majority or even split in interest.

                                   ARTICLE II

                               BOARD OF DIRECTORS

         2.1      GENERAL  POWERS.  The business and affairs of the  corporation
shall be managed by its Board of Directors.

         2.2      NUMBER, TENURE AND QUALIFICATION. Except as otherwise provided
in this Section 2.2, the number of directors of the  corporation  shall be seven
and shall be divided  into three  classes,  known as Class I, Class II and Class
III.  Class I shall  consist  of three  directors  and  Classes II and III shall
consist  of two  directors  each.  The terms of office of each of the  directors
shall  be as  provided  in  Article  VII of  the  corporation's  Certificate  of
Incorporation.  The  number  of  directors  permitted  under the  Bylaws  may be
increased  or  decreased  from time to time by  amendment  to the Bylaws and may
consist of a number of  Directors  less than seven if, for any reason,  the full
complement of seven Directors is not in office.  In the event of any increase or
decrease in the number of directors  by  amendment to the Bylaws,  the number of
directors of each class shall be adjusted so that the number of directorships of
each class shall be as nearly equal as possible. Directors need not be residents
of the State of Delaware or stockholders of the corporation.

         2.3      REGULAR MEETINGS.  A regular meeting of the Board of Directors
shall be held without other notice than this Bylaw immediately after, and at the
same place as, the annual  meeting of  stockholders.  The Board of Directors may
provide,  by resolution,  the time and place, either within or without the State
of Delaware, for the holding of additional regular meetings without other notice
than the resolution.

         2.4      SPECIAL  MEETINGS.  Special meetings of the Board of Directors
may be  called by or at the  request  of the  Chairman  or the  President  or by
one-third of the  directors.  The person or persons  authorized  to call special
meetings of the Board of Directors  may fix any place,  either within or without
the State of Delaware, as the place for holding any special meeting of the Board
of Directors called by them.

         2.5      NOTICE.  Written notice of any special meeting of the Board of
Directors  shall be given at least two days  prior to the  meeting  by  personal
delivery,  by mail or by telegram. If mailed, notice shall be deemed to be given
when deposited in the United States mails addressed


                                       4
<PAGE>


to the  director  at the  director's  business  address,  with  postage  thereon
prepaid. If by telegram, notice shall be deemed to be given when the telegram is
delivered to the telegraph  company.  The  attendance of a director at a meeting
shall  constitute a waiver of notice of such meeting,  except where the director
attends a meeting for the express purpose of objecting to the transaction of any
business  because the meeting is not lawfully  called or  convened.  Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or waiver of notice of
such meeting.

         2.6      WAIVER OF NOTICE.  Whenever any notice is required to be given
to any director of the  corporation,  waiver  thereof in writing,  signed by the
person or persons  entitled  to such  notice,  whether  before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.

         2.7      QUORUM;  MAJORITY  VOTE. A majority of the number of directors
fixed by Section 2.2 of this  Article II, or such lesser  number of directors as
shall then be in  office,  shall  constitute  a quorum  for the  transaction  of
business at any meeting of the Board of  Directors.  The act of the  majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of  Directors,  unless a different  number is provided by law,  the
Certificate of Incorporation or these Bylaws.

         2.8      MEETING BY TELEPHONE CONFERENCE; CONSENT IN LIEU OF MEETING.

                  (a)      Members  of the Board of  Directors  may hold a board
meeting by conference telephone or similar communications  equipment by means of
which  all   persons   participating   in  the  meeting  can  hear  each  other.
Participation  in such a  meeting  shall  constitute  presence  in person at the
meeting.

                  (b)      Any action which is required or permitted to be taken
by the  directors  at a meeting  may be taken  without a meeting if a consent in
writing  setting  forth the  action  so taken is signed by all of the  directors
entitled to vote on the matter.  Such consent,  which shall have the same effect
as a  unanimous  vote of the  directors,  shall be filed with the minutes of the
corporation.

         2.9      VACANCIES. Except as otherwise provided by law, and subject to
any agreement among stockholders of the Corporation  relating to the composition
of the Board of  Directors  of the  Corporation,  vacancies  and  newly  created
directorships  resulting from any increase in the authorized number of directors
may be filled by  affirmative  vote of a  majority  of the  remaining  directors
though  less  than a quorum of the Board of  Directors,  or by a sole  remaining
director.  Any such  directorship not so filled by the directors shall be filled
by election at the next annual meeting of  stockholders  or at a special meeting
of stockholders  called for that purpose.  A director  elected to fill a vacancy
shall be designated a member of the class of directors in which such vacancy has
occurred and shall serve until the next annual meeting of  stockholders at which
directors  of that  class are  elected  and until a  successor  shall  have been
elected and qualified.

         2.10     COMPENSATION.  By resolution  of the Board of  Directors,  the
directors may be paid their  expenses,  if any, of attendance at each meeting of
the  Board of  Directors,  and may be paid a fixed  sum for  attendance  at each
meeting of the Board of Directors or a stated salary as director.


                                       5
<PAGE>


No such payment shall preclude any director from serving the  corporation in any
other capacity and receiving compensation therefor.

         2.11     PRESUMPTION OF ASSENT.  A director of the  corporation  who is
present at a meeting of the Board of Directors at which action on any  corporate
matter is taken shall be presumed to have  assented to the action  taken  unless
the director's dissent to the action is entered in the minutes of the meeting or
unless a written  dissent to the  action is filed with the person  acting as the
secretary  of the  meeting  before  the  adjournment  thereof  or  forwarded  by
certified or  registered  mail to the Secretary of the  corporation  immediately
after the adjournment of the meeting.  The right to dissent shall not apply to a
director who voted in favor of the action.

         2.12     TRANSACTIONS WITH DIRECTORS.

                  (a)      Any contract or other  transaction  or  determination
between  the  corporation  and one or  more of its  directors,  or  between  the
corporation  and  another  party  in  which  one or  more of its  directors  are
interested,  shall be valid  notwithstanding the relationship or interest or the
presence or  participation  of such  director or  directors  in a meeting of the
Board of  Directors  or a committee  thereof  which acts upon or in reference to
such contract, transaction or determination, if:

                           (1)      The material  facts as to such  relationship
or interest and as to the contract or transaction  are disclosed or are known to
the  Board  of  Directors  or  committee  and  it  authorizes  the  contract  or
transaction  by  the  affirmative  vote  of  a  majority  of  the  disinterested
directors, even though the disinterested directors are less than a quorum; or

                           (2)      The material  facts as to such  relationship
or interest and as to the contract or transaction  are disclosed or are known to
the  stockholders   entitled  to  vote,  and  the  contract  or  transaction  is
specifically approved in good faith by vote of the stockholders; or

                           (3)      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 thereof or the stockholders.

                  (b)      None  of  the   provisions   of  this  section  shall
invalidate any contract,  transaction or determination  which would otherwise be
valid under applicable law.

         2.13     REMOVAL.  All or any number of the directors  may,  subject to
any agreement among stockholders of the Corporation, be removed, with or without
cause,  by a vote of the holders of a majority  of the shares  then  entitled to
vote at an election of directors.

         2.14     RESIGNATION.  Any director may resign by delivering his or her
resignation,  in writing,  to the corporation at its principal  office or to the
President or Secretary. Such resignation shall be effective on receipt unless it
is specified  to be  effective at some other time or upon the  happening of some
other event.


                                       6
<PAGE>


                                  ARTICLE III

                                   COMMITTEES

         3.1      DESIGNATION.  The Board of Directors may designate  from among
its members an executive  committee  and/or one or more other  committees,  each
consisting of one or more  directors.  The  designation of a committee,  and the
delegation  of  authority  to it,  shall not  operate  to  relieve  the Board of
Directors,  or any member  thereof,  of any  responsibility  imposed by law.  No
member of any committee  shall  continue to be a member thereof after ceasing to
be a director of the corporation. The Board of Directors shall have the power at
any time to increase or decrease the number of members of any committee, to fill
vacancies  thereon,  to change any member thereof and to change the functions or
terminate the existence thereof.

         3.2      POWERS.  Any  such  committee,   to  the  extent  provided  by
resolution of the Board of Directors, shall have and may exercise all the powers
and  authority of the Board of Directors 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; but no such committee shall have the
power or authority in reference to amending the  Certificate  of  Incorporation;
adopting  an  agreement  of  merger  or   consolidation;   recommending  to  the
stockholders  the sale,  lease or  exchange of all or  substantially  all of the
corporation's   property  and  assets;   recommending  to  the   stockholders  a
dissolution of the corporation or a revocation of a dissolution; or amending the
Bylaws of the corporation;  and, unless the resolution expressly so provides, no
such  committee  shall have the power or  authority  to declare a  dividend,  to
authorize  the  issuance of stock or to adopt a  certificate  of  ownership  and
merger with respect to the merger into the  corporation of a subsidiary of which
at least 90  percent  of the  outstanding  shares of each class are owned by the
corporation.

         3.3      PROCEDURES; MEETINGS; QUORUM.

                  (a)      The Board of Directors shall appoint Chairman and the
committee  shall  appoint a secretary  who may, but need not, be a member of the
committee.  The  chairman  shall  preside  at all  committee  meetings  and  the
secretary of the committee shall keep a record of its acts and proceedings.

                  (b)      Regular  meetings of a committee,  of which no notice
shall be  necessary,  shall be held on such days and at such  places as shall be
fixed by resolution  adopted by the committee.  Special  meetings of a committee
shall be called at the request of the Chairman or the President or of any member
of the  committee,  and shall be held upon such  notice as is  required by these
Bylaws for special  meetings of the Board of Directors,  provided that notice by
word of mouth or telephone shall be sufficient if received in the city where the
meeting is to be held not later than the day  immediately  preceding  the day of
the  meeting.  A waiver of notice of a meeting,  signed by the person or persons
entitled to such notice, whether before or after the event stated therein, shall
be deemed equivalent to the giving of such notice.

                  (c)      Attendance  of any member of a committee at a meeting
shall  constitute a waiver of notice of the meeting.  A majority of a committee,
from time to time, shall be necessary to constitute a quorum for the transaction
of any business, and the act of a majority of


                                       7
<PAGE>


the members  present at a meeting at which a quorum is present  shall be the act
of the committee. Members of a committee may hold a meeting of such committee by
means of conference  telephone or similar  communications  equipment by means of
which  all  persons  participating  in the  meeting  can hear  each  other,  and
participation  in such a  meeting  shall  constitute  presence  in person at the
meeting.

                  (d)      Any  action  which  may be  taken at a  meeting  of a
committee may be taken  without a meeting if a consent in writing  setting forth
the actions so taken shall be signed by all members of the committee entitled to
vote with respect to the subject matter thereof. The consent shall have the same
effect as a unanimous vote of the committee.

                  (e)      The Board of Directors may vote to the members of any
committee a reasonable  fee as  compensation  for  attendance at meetings of the
committee.

                                   ARTICLE IV

                                    OFFICERS

         4.1      NUMBER. The officers of the corporation shall be a Chairman, a
President, one or more Vice Presidents, a Secretary and a Treasurer.  Such other
officers and  assistant  officers as may be deemed  necessary  may be elected or
appointed by the Board of Directors and shall have such powers and duties as may
be prescribed by the Board of Directors.  Any two or more offices may be held by
the same person.

         4.2      ELECTION AND TERM OF OFFICE.  The officers of the  corporation
shall be elected  annually by the Board of Directors at the first meeting of the
Board of Directors  held after the annual  meeting of the  stockholders.  If the
election of officers shall not be held at the meeting,  it shall be held as soon
thereafter  as is  convenient.  Each officer shall hold office until a successor
shall have been duly  elected and shall have  qualified  or until the  officer's
death, resignation or removal in the manner hereinafter provided.

         4.3      REMOVAL.  Any  officer or agent  elected or  appointed  by the
Board of  Directors  may be removed by the Board of  Directors  whenever  in its
judgment the best interests of the corporation would be served thereby.

         4.4      VACANCIES.   A  vacancy  in  any  office   because  of  death,
resignation,  removal,  disqualification or otherwise may be filled by the Board
of Directors for the unexpired portion of the term.

         4.5      CHAIRMAN. The Chairman shall be the chief executive officer of
the  corporation  and shall be in general  charge of its  business  and affairs,
subject  to the  control  of the Board of  Directors.  The  Chairman  shall,  if
present,  preside at all meetings of stockholders and of directors. The Chairman
may  execute  on behalf of the  corporation  all  contracts,  agreements,  stock
certificates and other instruments.  The Chairman shall from time to time report
to the Board of Directors all matters within the Chairman's  knowledge affecting
the  corporation  which  should be brought to the  attention  of the Board.  The
Chairman  may vote all  shares  of  stock  in  other  corporations  owned by the
corporation,  and shall be  empowered  to  execute  proxies,  waivers of notice,
consents and other instruments in the name of the corporation with respect to


                                       8
<PAGE>


such stock.  The Chairman  shall perform such other duties as may be required by
the Board of Directors.

         4.6      PRESIDENT.  The President shall be the chief operating officer
of the corporation and shall be in general charge of its operations,  subject to
the  control  of  Chairman  and the Board of  Directors.  In the  absence of the
Chairman, the President shall preside at all meetings of stockholders and at all
meetings of directors.  The  President may execute on behalf of the  corporation
all  contracts,  agreements,  stock  certificates  and  other  instruments.  The
President  may vote all  shares  of  stock  in other  corporations  owned by the
corporation,  and shall be  empowered  to  execute  proxies,  waivers of notice,
consents and other  instruments in the name of the  corporation  with respect to
such stock.  The President shall perform such other duties as may be required by
the Chairman or the Board of Directors.  In the event of the Chairman's death or
inability  or refusal to act,  the  President  shall  perform  the duties of the
Chairman and, when so acting, shall have all the powers of and be subject to all
the restrictions upon the Chairman.

         4.7      SECRETARY.  The  Secretary  shall  keep  the  minutes  of  all
meetings of the directors and stockholders, and shall have custody of the minute
books and other  records  pertaining to the  corporate  business.  The Secretary
shall  countersign all stock  certificates and other  instruments  requiring the
seal of the  corporation  and shall perform such other duties as may be required
by the Board of Directors.

         4.8      VICE  PRESIDENTS.  In the event of the death or  inability  or
refusal  to act,  of both  the  Chairman  and the  President,  a Vice  President
(selected as provided  below)  shall  perform the duties of the Chairman and the
President  and,  when so acting,  shall have all the powers of and be subject to
all the restrictions upon the Chairman and the President. In the event the Board
of  Directors  has  appointed  more than one Vice  President,  the duties of the
President and Chairman  shall be  undertaken  by the most senior Vice  President
able to  undertake  such  duties.  Seniority  shall be  determined  based on any
classifications among Vice Presidents established by the Board of Directors and,
within  any  such  classification,  based  on the  date of  appointment  to that
position.  Any Vice  President  shall perform such other duties  assigned by the
Chairman or the President or by the Board of Directors.

         4.9      TREASURER.  The  Treasurer  shall be the chief  financial  and
accounting  officer of the  corporation.  The  Treasurer  shall keep correct and
complete records of accounts showing the financial condition of the corporation.
The Treasurer  shall be legal  custodian of all moneys,  notes,  securities  and
other  valuables  that may come  into the  possession  of the  corporation.  The
Treasurer  shall  deposit  all  funds  of the  corporation  that  come  into the
Treasurer's hands in depositories that the Board of Directors may designate. The
Treasurer shall pay the funds out only on the check of the corporation signed in
the manner  authorized  by the Board of Directors.  The Treasurer  shall perform
such other duties as assigned by the Board of Directors may require.

         4.10     SALARIES.  The  salaries of the  officers  shall be fixed from
time to time by the Board of Directors  and no officer  shall be prevented  from
receiving such salary because the officer is also a director of the corporation.


                                       9
<PAGE>


                                    ARTICLE V

                                    INDEMNITY

         5.1      GRANT OF INDEMNITY.  The  Corporation  shall  indemnify to the
fullest  extent then  permitted by the law any person who is made, or threatened
to be made,  a party to any  threatened,  pending or completed  action,  suit or
proceeding, whether civil, criminal, administrative,  investigative or otherwise
(including an action,  suit or proceeding by or in the right of the Corporation)
by reason of the fact that the  person is or was a  director  or  officer of the
Corporation, or serves or served at the request of the Corporation as a director
or officer of another corporation,  partnership,  joint venture,  trust or other
enterprise against all expenses (including  attorneys' fees),  judgments,  fines
and amounts paid in settlement,  actually and reasonably  incurred in connection
therewith.  Expenses  incurred by an officer or director in defending a civil or
criminal action,  suit or proceeding shall be paid by the Corporation in advance
of the final  disposition of such action,  suit or proceeding upon receipt of an
undertaking  by or on behalf of such director or officer to repay such amount if
it  shall  ultimately  be  determined  that  he or  she is  not  entitled  to be
indemnified   by  the   Corporation   as  authorized   in  this   Article.   The
indemnification  provided  hereby  shall  not be deemed  exclusive  of any other
rights to which those  indemnified  may be entitled  under any  statute,  bylaw,
agreement,  vote of stockholders or directors or otherwise, both as to action in
any official  capacity  and as to action in another  capacity  while  holding an
office,  and shall  continue  as to a person who has ceased to be a director  or
officer  and  shall  inure  to  the   benefit  of  the  heirs,   executors   and
administrators of such person.

                  Any person  other than a director  or officer who is or was an
employee or agent of the  Corporation,  or  fiduciary  within the meaning of the
Employee  Retirement  Income  Security  Act of 1974 with respect to any employee
benefit  plans of the  Corporation,  or is or was  serving at the request of the
Corporation as an employee or agent of another corporation,  partnership,  joint
venture,  trust or other  enterprise  may be  indemnified  to such extent as the
board  of  directors  in its  discretion  at any  time or from  time to time may
authorize.

         5.2      NO  LIABILITY  OF  DIRECTORS.  No director of the  Corporation
shall be personally  liable to the Corporation or its  stockholders for monetary
damages for breach of fiduciary duty as a director;  provided that the liability
of a director shall not be eliminated (i) for any breach of the director's  duty
of loyalty to the  Corporation or its  stockholders,  (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware General  Corporation Law or (iv)
for any  transaction  from  which the  director  derived  an  improper  personal
benefit.

                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

         6.1      CERTIFICATES FOR SHARES.

                  (a)      Certificates  representing  shares of the corporation
shall be in such form as shall be  determined  by the Board of  Directors.  Such
certificates shall be signed by the President


                                       10
<PAGE>


or a Vice  President and by the  Secretary or an Assistant  Secretary and may be
sealed with the seal of the corporation or a facsimile thereof. All certificates
for shares shall be consecutively numbered or otherwise identified.

                  (b)      The name and address of the person to whom the shares
represented by each  certificate are issued,  with the number of shares and date
of issue,  shall be entered on the stock transfer books of the corporation.  All
certificates  surrendered to the  corporation for transfer shall be canceled and
no new  certificate  shall be issued  until the  former  certificate  for a like
number of shares shall have been surrendered and cancelled,  except that in case
of a lost,  destroyed or mutilated  certificate a new one may be issued therefor
upon such terms and indemnity to the  corporation  as the Board of Directors may
prescribe.

         6.2      TRANSFER  OF  SHARES.  Transfer  of shares of the  corporation
shall be made only on the stock transfer books of the  corporation by the holder
of record  thereof or by the holder's  legal  representative,  who shall furnish
proper evidence of authority to transfer,  or by the holder's attorney thereunto
authorized  by power of attorney  duly  executed and filed with the Secretary of
the  corporation.  The  person in whose  name  shares  stand on the books of the
corporation  shall be deemed by the  corporation to be the owner thereof for all
purposes.

         6.3      TRANSFER AGENT AND REGISTRAR.  The Board of Directors may from
time to time appoint one or more transfer  agents and one or more registrars for
the  shares of the  corporation,  with such  powers  and  duties as the Board of
Directors shall determine by resolution. The signatures of the President or Vice
President and the  Secretary or Assistant  Secretary  upon a certificate  may be
facsimiles if the certificate is manually signed on behalf of such officers by a
transfer agent or a registrar other than the corporation itself.

         6.4      OFFICER  CEASING TO ACT. In case any officer who has signed or
whose facsimile  signature has been placed upon a stock  certificate  shall have
ceased to be such officer before such certificate is issued, it may be issued by
the  corporation  with the same effect as if the signer were such officer at the
date of its issuance.

         6.5      FRACTIONAL   SHARES.   The   corporation   shall   not   issue
certificates for fractional shares.

                                   ARTICLE VII

                       LOANS, CHECKS AND OTHER INSTRUMENTS

         7.1      CONTRACTS. The Board of Directors may authorize any officer or
officers  and agent or agents to enter into any  contract or execute and deliver
any  instrument  in the  name of and on  behalf  of the  corporation,  and  such
authority may be general or confined to specific instances.

         7.2      LOANS.   No  loans  shall  be  contracted  on  behalf  of  the
corporation and no evidence of  indebtedness  for money borrowed shall be issued
in its name  unless  authorized  by a  resolution  of the  Board  of  Directors;
provided,  however,  that the  foregoing  prohibitions  shall not apply to trade
credit in the ordinary  course of  business.  Such  authority  may be general or
confined to specific instances.


                                       11
<PAGE>


         7.3      CHECKS,  DRAFTS,  ETC. All checks,  drafts or other orders for
the payment of money and notes or other evidences of indebtedness  issued in the
name of the corporation shall be signed by such officer or officers and agent or
agents  of the  corporation  and in such  manner  as shall  from time to time be
determined by resolution of the Board of Directors.

                                  ARTICLE VIII

                                      SEAL

         8.1      SEAL.  The seal of the  corporation  shall be circular in form
and shall have inscribed  thereon the name of the  corporation  and the state of
incorporation and the words "Corporate Seal."

         8.2      SEVERABILITY.  Any  determination  that any provision of these
Bylaws is for any reason inapplicable, invalid, illegal or otherwise ineffective
shall not affect or invalidate any other provision of these Bylaws.

         8.3      EVIDENCE OF AUTHORITY.  A  certificate  by the Secretary or an
Assistant Secretary as to any action taken by the stockholders,  directors,  any
committee or any officer or  representative  of the corporation  shall as to all
persons who rely on the certificate in good faith be conclusive evidence of such
action.

                                   ARTICLE IX

                                   AMENDMENTS

                  These  Bylaws  may be  altered,  amended or  repealed  and new
bylaws may be adopted by the Board of  Directors or by the  stockholders  at any
regular or special meeting.


                                                     Adopted:  May 10, 2006


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