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<SEC-DOCUMENT>0000944075-08-000011.txt : 20080220
<SEC-HEADER>0000944075-08-000011.hdr.sgml : 20080220
<ACCEPTANCE-DATETIME>20080220131120
ACCESSION NUMBER:		0000944075-08-000011
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20080217
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:		20080220
DATE AS OF CHANGE:		20080220

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SOCKET COMMUNICATIONS INC
		CENTRAL INDEX KEY:			0000944075
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC COMPUTERS [3571]
		IRS NUMBER:				943155066
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13810
		FILM NUMBER:		08629066

	BUSINESS ADDRESS:	
		STREET 1:		39700 EUREKA DRIVE
		CITY:			NEWARK
		STATE:			CA
		ZIP:			94560-4808
		BUSINESS PHONE:		5109333000

	MAIL ADDRESS:	
		STREET 1:		39700 EUREKA DRIVE
		CITY:			NEWARK
		STATE:			CA
		ZIP:			94560-4808
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form-8k0217.htm
<DESCRIPTION>8-K
<TEXT>
<html>
<head>

</head>

<body bgcolor="#FFFFFF">
<div align=left>
  <hr width="100%">
  <div align=center>
    <hr width="100%">
    <p><font face="Times New Roman, Times, serif" size=3><b><font size="5">UNITED
      STATES<br>
      </font></b><font size="5"><strong>SECURITIES AND EXCHANGE COMMISSION</strong></font></font></p>
    </div>
</div>
<p align=center><font face="Times New Roman, Times, serif" size=3>Washington,
  DC 20549</font></p>
<p align=center><font face="Times New Roman, Times, serif" size="3">__________________________</font></p>
<p align=center><font face="Times New Roman, Times, serif" size=3> <b><font size="5">FORM
  8-K</font></b><br>
  <br>
  </font><font
face="Times New Roman, Times, serif" size=3><b>CURRENT REPORT</b><br>
  <br>
  Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934</font><font face="Times New Roman, Times, serif"
size=3><br>
  <b><br>
  </b></font></p>
<p align=center><font face="Times New Roman, Times, serif" size=3><b>February
  17</b></font><b><font face="Times New Roman, Times, serif" size=3>, 2008</font></b><font face="Times New Roman, Times, serif" size=3><br>
  Date of Report<br>
  <font size="2">(Date of earliest event reported)</font></font></p>
<p align=center><font face="Times New Roman, Times, serif"
size=3><br>
  </font></p>
<p align=center><font face="Times New Roman, Times, serif" size=5><strong>SOCKET
  COMMUNICATIONS, INC.</strong></font><font
face="Times New Roman, Times, serif"><br>
  <font size=2>(Exact name of registrant as specified in its charter) </font></font></p>
<p>&nbsp;
<table cols=3 width="100%">
  <tr>
    <td height=28 width="34%">
      <center>
        <font face="Times New Roman, Times, serif" size=3><b>Delaware<br>
        </b></font><font face="Times New Roman, Times, serif" size=2>(State or
        other jurisdiction of incorporation)</font><font face="Times New Roman, Times, serif" size=3><b>
        </b> </font>
      </center>
    </td>
    <td height=28 width="32%">
      <center>
        <font face="Times New Roman, Times, serif" size=3><b>001-13810<br>
        </b></font><font face="Times New Roman, Times, serif" size=2>(Commission
        File Number)</font><font face="Times New Roman, Times, serif" size=3><b>
        </b></font>
      </center>
    </td>
    <td height=28 width="34%">
      <center>
        <font face="Times New Roman, Times, serif" size=3><b>94-3155066</b><br>
        </font><font face="Times New Roman, Times, serif" size=2>(IRS Employer
        Identification No.)</font><font face="Times New Roman, Times, serif" size=3>
        </font>
      </center>
    </td>
  </tr>
</table>
<font
face="Times New Roman, Times, serif"><br>
</font>
<p align=center><font face="Times New Roman, Times, serif" size=3><b>39700 Eureka
  Drive <br>
  Newark, CA 94560</b></font><font
face="Times New Roman, Times, serif"><br>
  <font size=2>(Address of principal executive offices, including zip code) </font></font></p>
<p align=center><font face="Times New Roman, Times, serif" size=3><b>(510) 933-3000<br>
  </b></font> <font face="Times New Roman, Times, serif"><font size="2">(Registrant's
  telephone number, including area code)</font></font>
<div align="center">
<p>&nbsp;</p>
  <p align="left">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 (see General Instruction A.2. below):</p>
  <p align="left"><font face="Times New Roman, Times, serif"><font size="3">[
    ] Written communications pursuant to Rule 425 under the Securities Act (17
    CFR 230.425)</font></font></p>
  <p align="left"><font face="Times New Roman, Times, serif"><font size="3">[
    ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)</font></font></p>
  <p align="left"><font face="Times New Roman, Times, serif"><font size="3">[
    ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))</font></font></p>
  <p align="left"><font face="Times New Roman, Times, serif"><font size="3">[
    ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))<br>
    <br>
    </font></font></p>
</div>
<p style="PAGE-BREAK-BEFORE: always"> </p>
<div align=left></div>
<div align=left>
  <hr width="100%">
</div>
<p>&nbsp;</p>
<p><font face="Times New Roman, Times, serif"><b>Item 5.02 Departure of Directors
  or Certain Officers; Election of Directors; Appointment of Certain Officers;
  Compensatory Arrangements of Certain Officers.</b><br>
  </font></p>
<p>On February 17, 2008, the Board of Directors (the "Board") of Socket Communications,
  Inc. dba Socket Mobile, Inc. (the "Company") approved an amendment to Article
  III, Section 3.2 of the Bylaws of the Company to expand the size of its Board
  from seven (7) members to eight (8) members and appointed Thomas O. Miller to
  the Board to fill the vacancy created by such increase, effective as of such
  approval thereof. The Board also appointed Mr. Miller to its Audit Committee.
</p>
<p><font
face="Times New Roman, Times, serif">There is no arrangement or understanding
  between Mr. Miller and any other persons pursuant to which he was selected as
  a director. There are no relationships between Mr. Miller and the Company or
  its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation
  S-K.</font></p>
<p><font
face="Times New Roman, Times, serif">On February 19, 2008 the Company issued a
  press release about the new director. The press release is attached hereto as
  Exhibit 99.1 and is incorporated herein by reference.<br>
  </font></p>
<p><font face="Times New Roman, Times, serif"><b>Item 5.03 Amendments to Articles
  of Incorporation or Bylaws; Change in Fiscal Year</b></font></p>
<p>On February 17, 2008, the Board approved an amendment to Article III, Section
  3.2 of the Bylaws of the Company to expand the size of its Board from seven
  (7) members to eight (8) members, effective as of such approval thereof.</p>
<p>The foregoing description of such amendment is qualified in its entirety by
  reference to the text of the Certificate of Amendment of the Bylaws of the Company
  attached hereto as part of the amended Bylaws of the Company filed as Exhibit
  3.6 hereto and incorporated herein by reference.</p>
<p><font face="Times New Roman, Times, serif"><b>Item 9.01 Financial Statements
  and Exhibits </b><br>
  </font></p>
<p><font face="Times New Roman, Times, serif">(d) Exhibits.</font><font
face="Times New Roman, Times, serif"></font></p>
<table cellspacing=0 cellpadding=0 width="100%" align=left border=0>
  <tr valign=bottom>
    <td align="left" height="54" width="215" style="border-bottom: 1px solid #000000" class="border">
      <div style="margin-left: 10px; text-indent: -10px">
        <div align="center" class="border">Exhibit Number</div>
      </div>
    </td>
    <td width=29 height=54>&nbsp;</td>
    <td align="left" height="54" width="680" style="border-bottom: 1px solid #000000" class="border">
      <div style="margin-left: 10px; text-indent: -10px">
        <div class="border">
          <div align="center">Description</div>
        </div>
      </div>
    </td>
  </tr>
  <tr valign=top>
    <td width=215 height="22">&nbsp;</td>
    <td width=29 height="22">&nbsp;</td>
    <td width=680 height="22">&nbsp;</td>
  </tr>
  <tr valign=top>
    <td width=215 height="22">
      <div align=center>3.6</div>
    </td>
    <td width=29 height="22">&nbsp;</td>
    <td width=680 height="22">Bylaws of the registrant, as amended February 17,
      2008.</td>
  </tr>
  <tr valign=top>
    <td width=215 height="22">
      <div align=center><font
      face="Times New Roman, Times, serif">99.1</font></div>
    </td>
    <td width=29 height="22">&nbsp;</td>
    <td width=680 height="22">Text of press release, dated February 19, 2008,
      titled "Tom Miller Joins Socket Mobile Board of Directors."</td>
  </tr>
</table>
<p>&nbsp;</p>
<p>&nbsp;</p>
<hr>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p align="center">1</p>
<p style="PAGE-BREAK-BEFORE: always">
<p style="PAGE-BREAK-BEFORE: always">
<p>&nbsp;</p>
<hr width="100%">
<p align="center">&nbsp;</p>
<p align="center"><font
face="Times New Roman, Times, serif"><b>SIGNATURES</b><br>
  </font></p>
<p>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.<br>
  <br>
  <br>
</p>
<dir>
  <dir>
    <dir>
      <dir>
        <dir>
          <blockquote>
            <tr>
              <td>&nbsp;</td>
              <td>&nbsp;</td>
            </tr>
            <tr>
              <td>&nbsp;</td>
              <td>&nbsp;</td>
            </tr>
            <tr>
              <td>&nbsp;</td>
              <td>&nbsp;</td>
            </tr>
            <tr>
              <td>&nbsp;</td>
              <td>&nbsp;</td>
            </tr>
            <tr>
              <td>&nbsp;</td>
              <td>&nbsp;</td>
            </tr>
            <tr>
              <td>&nbsp;</td>
              <td>&nbsp;</td>
            </tr>
            <tr>
              <td>&nbsp;</td>
              <td>&nbsp;</td>
            </tr>
            <tr>
              <td>&nbsp;</td>
              <td>&nbsp;</td>
            </tr>
            <p align=left> </p>
            <tr valign="bottom"
align="left"></tr>
          </blockquote>
        </dir>
      </dir>
    </dir>
  </dir>
</dir>
<div align=left>
  <table height=135 cellspacing=0 cellpadding=0 width=96% align=left border=0>
    <tr>
      <td width=300>&nbsp;</td>
      <td width=21>&nbsp;</td>
      <td colspan="2"><font face="Times New Roman, Times, serif"><b>SOCKET COMMUNICATIONS,
        INC.</b></font></td>
    </tr>
    <tr>
      <td width=300>&nbsp;</td>
      <td width=21>&nbsp;</td>
      <td colspan="2">&nbsp;</td>
    </tr>
    <tr>
      <td width=300>
        <div align=left></div>
      </td>
      <td width=21>&nbsp;</td>
      <td colspan="2">&nbsp;</td>
    </tr>
    <tr>
      <td width=300 height=19>
        <div align=left><font face="Times New Roman, Times, serif">Date: February
          20, 2008</font></div>
      </td>
      <td width=21 height=19>&nbsp;</td>
      <td width=30 height=19><font face="Times New Roman, Times, serif">By: <u>/s/
        </u></font></td>
      <td width=379 height=19><font face="Times New Roman, Times, serif"><u>David
        W. Dunlap</u></font></td>
    </tr>
    <tr>
      <td width=300 height=40>
        <div align=left></div>
      </td>
      <td width=21 height=40>&nbsp;</td>
      <td width=30 height=40>
        <blockquote>
          <div align="left"></div>
        </blockquote>
      </td>
      <td width=379 height=40><font face="Times New Roman, Times, serif">Name:
        David W. Dunlap<br>
        Vice President, Finance and Administration <br>
        and Chief Financial Officer</font></td>
    </tr>
  </table>
</div>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p align="center">2</p>
<hr>
<p align=center>&nbsp;</p>
<p align=center><font face="Times New Roman, Times, serif"><b>EXHIBIT INDEX</b></font></p>
<table cellspacing=0 cellpadding=0 width="100%" align=left border=0>
  <tr valign=bottom>
    <td align="left" height="54" width="215" style="border-bottom: 1px solid #000000" class="border">
      <div style="margin-left: 10px; text-indent: -10px">
        <div align="center" class="border">Exhibit Number</div>
      </div>
    </td>
    <td width=29 height=54>&nbsp;</td>
    <td align="left" height="54" width="680" style="border-bottom: 1px solid #000000" class="border">
      <div style="margin-left: 10px; text-indent: -10px">
        <div class="border">
          <div align="center">Description</div>
        </div>
      </div>
    </td>
  </tr>
  <tr valign=top>
    <td width=215 height="22">&nbsp;</td>
    <td width=29 height="22">&nbsp;</td>
    <td width=680 height="22">&nbsp;</td>
  </tr>
  <tr valign=top>
    <td width=215 height="22">
      <div align=center>3.6</div>
    </td>
    <td width=29 height="22">&nbsp;</td>
    <td width=680 height="22">Bylaws of the registrant, as amended February 17,
      2008.</td>
  </tr>
  <tr valign=top>
    <td width=215 height="22">
      <div align=center><font
      face="Times New Roman, Times, serif">99.1</font></div>
    </td>
    <td width=29 height="22">&nbsp;</td>
    <td width=680 height="22">Text of press release, dated February 19, 2008,
      titled "Tom Miller Joins Socket Mobile Board of Directors."</td>
  </tr>
</table>
<p>&nbsp;</p>
<p align=center>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<hr>
</body>
</html>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>pressrelease.htm
<DESCRIPTION>PRESS RELEASE
<TEXT>
<html>
<head>
<title>Untitled Document</title>

</head>

<body bgcolor="#FFFFFF">
<p align="right"><font face="Times New Roman, Times, serif" size="3"><b>Exhibit
  99.1</b></font></p>
<p>&nbsp;</p>
<table cellspacing=0 cellpadding=0 width="100%" align=left border=0>
  <tr valign=bottom>
    <td width=488 height=25><font face="Times New Roman, Times, serif"
      size=3><b><u>Socket Mobile Media Contact:</u></b></font></td>
    <td width=488 height=20>&nbsp;</td>
    <td width=488 height=20><font face="Times New Roman, Times, serif"
      size=3><b><u>Editorial Contacts:</u></b></font></td>
  </tr>
  <tr valign=bottom>
    <td width=488 height=25><font face="Times New Roman, Times, serif"
      size=3>Carol Montalvo </font></td>
    <td width=564 height=20>&nbsp;</td>
    <td width=564 height=20>Monica Appelbe or Michelle Homes</td>
  </tr>
  <tr valign=bottom>
    <td width=488 height=20>Director Marketing Communications </td>
    <td width=564 height=20>&nbsp;</td>
    <td width=564 height=20>LEWIS PR</td>
  </tr>
  <tr valign=bottom>
    <td width=488 height=20>(510) 933-3051</td>
    <td width=564 height=20>&nbsp;</td>
    <td width=564 height=20>(415) 992-4400</td>
  </tr>
  <tr valign=bottom>
    <td width=488 height=20><font face="Times New Roman, Times, serif"
      size=3>carol@socketmobile.com</font></td>
    <td width=564 height=20>&nbsp;</td>
    <td width=564 height=20>socketmobile@lewispr.com</td>
  </tr>
  <tr valign=bottom>
    <td width=488 height=20>&nbsp;</td>
    <td width=564 height=20>&nbsp;</td>
    <td width=564 height=20>&nbsp;</td>
  </tr>
  <tr valign=bottom>
    <td width=488 height=20><font face="Times New Roman, Times, serif"
      size=3><b><u>Socket Mobile Investor Contact:</u></b></font></td>
    <td width=564 height=20>&nbsp;</td>
    <td width=488 height=20><font face="Times New Roman, Times, serif"
      size=3><b><u>Investor Relations Contacts:</u></b></font></td>
  </tr>
  <tr valign=bottom>
    <td width=488 height=25><font face="Times New Roman, Times, serif"
      size=3>David Dunlap</font></td>
    <td width=564 height=20>&nbsp;</td>
    <td width=564 height=20>Todd Kehrli or Jim Byers</td>
  </tr>
  <tr valign=bottom>
    <td width=488 height=20>Chief Financial Officer</td>
    <td width=564 height=20>&nbsp;</td>
    <td width=564 height=20>MKR Group, Inc.</td>
  </tr>
  <tr valign=bottom>
    <td width=488 height=20>(510) 933-3035</td>
    <td width=564 height=20>&nbsp;</td>
    <td width=564 height=20>(323) 468-2300</td>
  </tr>
  <tr valign=bottom>
    <td width=488 height=20><font face="Times New Roman, Times, serif"
      size=3>dave@socketmobile.com </font></td>
    <td width=564 height=20>&nbsp;</td>
    <td width=564 height=20>sckt@mkr-group.com</td>
  </tr>
</table>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p>&nbsp;</p>
<p align="center"><font face="Times New Roman, Times, serif" size="3"><b><font size="5">
  Tom Miller Joins Socket Mobile Board of Directors</font></b><br>
  <font size="4"><i>Former President of Intermec Brings Expertise in Providing
  Business Mobility Solutions </i></font><br>
  <br>
  </font></p>
<p align="left"><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3"><b>
  NEWARK, Calif., - February 19, 2008</b> - Socket Communications Inc. (NASDAQ:
  SCKT), dba Socket Mobile, Inc., an innovative provider of mobile productivity
  products, today announced that Thomas O. Miller has joined the Socket Mobile
  Board of Directors. The board now stands at eight members.</font></p>
<p>"Tom Miller brings Socket Mobile a wealth of expertise in providing solutions
  for the business mobility market," said Dr. Charlie Bass, Chairman of the Board.
  "His familiarity with the Company's products through his tenure on the Socket
  Mobile Technology Advisory Board and his recognized leadership in the automated
  data collection, wireless and mobile computing industries are invaluable additions
  to Socket Mobile's Board. In particular, he has a record of successfully implementing
  systems strategies for mobile applications, which is precisely the Socket Mobile
  agenda."</p>
<p>Mr. Miller is currently affiliated with Stinsights Inc., an international management
  consulting company focused on business strategy and market research. Prior to
  Stinsights, Mr. Miller was a member of the executive team at Intermec Corporation,
  a leader in the automated data collection, wireless and mobile computing industries,
  serving as its President in 2004 and 2005. Mr. Miller was Chairman of the Automatic
  Identification and Mobility Association (AIM) from 2003 to March 2006 and was
  recognized for his contributions to the industry with induction into the AIDC100
  organization in 2004. He is also a member of the board of InfoLogix, Inc., an
  enterprise mobility automation company serving the healthcare industry. Mr.
  Miller has been a member of the Socket Mobile Technology Advisory Board for
  the past two years and is the current Chairman.</p>
<p><b>About Socket Mobile</b><br>
  Socket Mobile makes mobility computing and productivity work. The company is
  a one-stop supplier of mobile computing hardware systems, offering a handheld
  mobile computer specifically designed for business mobility use and an extensive
  portfolio of essential mobile data collection and networking peripherals that
  enable mobile automation and productivity increases. The company also offers
  OEM solutions. Socket is headquartered in Newark, Calif. and can be reached
  at 510-933-3000 or www.socketmobile.com.</p>
<hr>
</body>
</html>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.6
<SEQUENCE>3
<FILENAME>bylaws.htm
<DESCRIPTION>BYLAWS
<TEXT>
<html>
<head>
<title>Untitled Document</title>

</head>

<body bgcolor="#FFFFFF">
<p align="right"><font face="Times New Roman, Times, serif" size="3"><b>Exhibit
  3.6</b></font></p>
<p>&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">BYLAWS</p>
<p align="center">OF</p>
<p align="center">SOCKET COMMUNICATIONS, INC.<br>
  (a Delaware corporation)</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<hr>
<p align="center">&nbsp;</p>
<p align="center">BYLAWS<br>
  OF<br>
  SOCKET COMMUNICATIONS, INC.<br>
  (a Delaware corporation)<br>
  <br>
</p>
<table width="833" border="0" cellspacing="0" cellpadding="0" align="center">
  <tr valign="bottom">
    <td colspan="4" height="46">
      <div align="center"><font face="Times New Roman, Times, serif" size="3"><b>TABLE
        OF CONTENTS</b></font></div>
    </td>
  </tr>
  <tr valign="bottom">
    <td colspan="4" height="25"><font face="Times New Roman, Times, serif" size="3">ARTICLE
      I<b> </b></font></td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td colspan="2" height="25">CORPORATE OFFICES</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">1.1</font></td>
    <td width="684" height="25"><font face="Times New Roman, Times, serif" size="3">REGISTERED
      OFFICE </font></td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">1.2</font></td>
    <td width="684" height="25"><font face="Times New Roman, Times, serif" size="3">OTHER
      OFFICES </font></td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td colspan="4" height="25"><font face="Times New Roman, Times, serif" size="3">ARTICLE
      II</font></td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">
      <div align="center"></div>
    </td>
    <td colspan="2" height="25">
      <div align="left">MEETINGS OF STOCKHOLDERS</div>
    </td>
    <td width="35" height="25">
      <div align="center"></div>
    </td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">2.1</font></td>
    <td width="684" height="25"><font face="Times New Roman, Times, serif" size="3">PLACE
      OF MEETINGS </font></td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">2.2</font></td>
    <td width="684" height="25"><font face="Times New Roman, Times, serif" size="3">ANNUAL
      MEETING </font></td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="24">&nbsp;</td>
    <td width="83" height="24">
      <p><font face="Times New Roman, Times, serif" size="3">2.3</font></p>
    </td>
    <td width="684" height="24"><font face="Times New Roman, Times, serif" size="3">SPECIAL
      MEETING </font></td>
    <td width="35" height="24">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25">2.4</td>
    <td width="684" height="25"><font face="Times New Roman, Times, serif" size="3">NOTICE
      OF STOCKHOLDERS' MEETINGS </font></td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">2.5</font></td>
    <td width="684" height="25"><font face="Times New Roman, Times, serif" size="3">ADVANCE
      NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER </font></td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="24">&nbsp;</td>
    <td width="83" height="24">
      <p><font face="Times New Roman, Times, serif" size="3">2.6</font></p>
    </td>
    <td width="684" height="24"><font face="Times New Roman, Times, serif" size="3">MANNER
      OF GIVING NOTICE; AFFIDAVIT OF NOTICE </font></td>
    <td width="35" height="24">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25">2.7</td>
    <td width="684" height="25">QUORUM</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25">2.8</td>
    <td width="684" height="25">ADJOURNED MEETING; NOTICE</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25">2.9</td>
    <td width="684" height="25"><font face="Times New Roman, Times, serif" size="3">VOTING
      </font></td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25">2.10</td>
    <td width="684" height="25">STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT
      A MEETING</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="23">&nbsp;</td>
    <td width="83" height="23">
      <p>2.11</p>
    </td>
    <td width="684" height="23"><font face="Times New Roman, Times, serif" size="3">RECORD
      DATE FOR STOCKHOLDER NOTICE; VOTING </font></td>
    <td width="35" height="23">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">2.12</font></td>
    <td width="684" height="25">PROXIES</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">2.13</font></td>
    <td width="684" height="25">ORGANIZATION</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25">2.14</td>
    <td width="684" height="25"><font face="Times New Roman, Times, serif" size="3">LIST
      OF STOCKHOLDERS ENTITLED TO VOTE </font></td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">2.15</font></td>
    <td width="684" height="25">WAIVER OF NOTICE</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td colspan="4" height="25"><font face="Times New Roman, Times, serif" size="3">ARTICLE
      III</font></td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">
      <div align="center"></div>
    </td>
    <td colspan="2" height="25">
      <div align="left">DIRECTORS</div>
    </td>
    <td width="35" height="25">
      <div align="center"></div>
    </td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">3.1</font></td>
    <td width="684" height="25"><font face="Times New Roman, Times, serif" size="3">POWERS
      </font></td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">3.2</font></td>
    <td width="684" height="25">NUMBER OR DIRECTORS</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">3.3</font></td>
    <td width="684" height="25">ELECTION AND TERM OF OFFICE OF DIRECTORS</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">3.4</font></td>
    <td width="684" height="25">RESIGNATION AND VACANCIES</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">3.5</font></td>
    <td width="684" height="25">REMOVAL OF DIRECTORS</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="23">&nbsp;</td>
    <td width="83" height="23">
      <p><font face="Times New Roman, Times, serif" size="3">3.6</font></p>
    </td>
    <td width="684" height="23">PLACE OF MEETINGS; MEETINGS BY TELEPHONE</td>
    <td width="35" height="23">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">3.7</font></td>
    <td width="684" height="25"><font face="Times New Roman, Times, serif" size="3">FIRST
      MEETINGS </font></td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">3.8</font></td>
    <td width="684" height="25"><font face="Times New Roman, Times, serif" size="3">REGULAR
      MEETINGS </font></td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">3.9</font></td>
    <td width="684" height="25">SPECIAL MEETINGS; NOTICE</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">3.10</font></td>
    <td width="684" height="25">QUORUM</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">3.11</font></td>
    <td width="684" height="25"><font face="Times New Roman, Times, serif" size="3">WAIVER
      OF NOTICE </font></td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">3.12</font></td>
    <td width="684" height="25"><font face="Times New Roman, Times, serif" size="3">ADJOURNMENT
      </font></td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">3.13</font></td>
    <td width="684" height="25">NOTICE OF ADJOURNMENT</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">3.14</font></td>
    <td width="684" height="25"><font face="Times New Roman, Times, serif" size="3">BOARD
      ACTION BY WRITTEN CONSENT WITHOUT A MEETING </font></td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">3.15</font></td>
    <td width="684" height="25"><font face="Times New Roman, Times, serif" size="3">FEES
      AND COMPENSATION OF DIRECTORS </font></td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">3.16</font></td>
    <td width="684" height="25">APPROVAL OF LOANS TO OFFICERS</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">3.17</font></td>
    <td width="684" height="25">SOLE DIRECTOR PROVIDED BY CERTIFICATE OF INCORPORATION</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td colspan="4" height="25"><font face="Times New Roman, Times, serif" size="3">ARTICLE
      IV</font></td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">
      <div align="center"></div>
    </td>
    <td colspan="2" height="25">
      <div align="left">COMMITTEES</div>
    </td>
    <td width="35" height="25">
      <div align="center"></div>
    </td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">4.1</font></td>
    <td width="684" height="25">COMMITTEES OF DIRECTORS</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">4.3</font></td>
    <td width="684" height="25">COMMITTEE MINUTES</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td colspan="4" height="25"><font face="Times New Roman, Times, serif" size="3">ARTICLE
      V</font></td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">
      <div align="center"></div>
    </td>
    <td colspan="2" height="25">
      <div align="left">OFFICERS</div>
    </td>
    <td width="35" height="25">
      <div align="center"></div>
    </td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">5.1</font></td>
    <td width="684" height="25">OFFICERS</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">5.2</font></td>
    <td width="684" height="25">ELECTION OF OFFICERS</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">5.3</font></td>
    <td width="684" height="25">SUBORDINATE OFFICERS</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">5.4</font></td>
    <td width="684" height="25">REMOVAL AND RESIGNATION OF OFFICERS</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">5.5</font></td>
    <td width="684" height="25">VACANCIES IN OFFICES</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">5.6</font></td>
    <td width="684" height="25">CHAIRMAN OF THE BOARD</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">5.7</font></td>
    <td width="684" height="25">PRESIDENT</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">5.8</font></td>
    <td width="684" height="25">VICE PRESIDENTS</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">5.9</font></td>
    <td width="684" height="25">SECRETARY</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">5.10</font></td>
    <td width="684" height="25">CHIEF FINANCIAL OFFICER</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">5.11</font></td>
    <td width="684" height="25">ASSISTANT SECRETARY</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">5.12</font></td>
    <td width="684" height="25">ADMINISTRATIVE OFFICERS</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">5.13</font></td>
    <td width="684" height="25">AUTHORITY AND DUTIES OF OFFICERS</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td colspan="4" height="25"><font face="Times New Roman, Times, serif" size="3">ARTICLE
      VI</font></td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">
      <div align="center"></div>
    </td>
    <td colspan="2" height="25">
      <div align="left">INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
        OTHER AGENTS</div>
    </td>
    <td width="35" height="25">
      <div align="center"></div>
    </td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">6.1</font></td>
    <td width="684" height="25">INDEMNIFICATION OF DIRECTORS AND OFFICERS</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">6.2</font></td>
    <td width="684" height="25">INDEMNIFICATION OF OTHERS</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">6.3</font></td>
    <td width="684" height="25">INSURANCE</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td colspan="4" height="25"><font face="Times New Roman, Times, serif" size="3">ARTICLE
      VII</font></td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">
      <div align="center"></div>
    </td>
    <td colspan="2" height="25">
      <div align="left">RECORDS AND REPORTS</div>
    </td>
    <td width="35" height="25">
      <div align="center"></div>
    </td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">7.1</font></td>
    <td width="684" height="25">MAINTENANCE AND INSPECTION OF RECORDS</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">7.2</font></td>
    <td width="684" height="25">INSPECTION BY DIRECTORS</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">7.3</font></td>
    <td width="684" height="25">ANNUAL STATEMENT TO STOCKHOLDERS</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">7.4</font></td>
    <td width="684" height="25">REPRESENTATION OF SHARES OF OTHER CORPORATIONS</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">7.5</font></td>
    <td width="684" height="25">CERTIFICATION AND INSPECTION OF BYLAWS</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td colspan="4" height="25"><font face="Times New Roman, Times, serif" size="3">ARTICLE
      VIII</font></td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">
      <div align="center"></div>
    </td>
    <td colspan="2" height="25">
      <div align="left">GENERAL MATTERS</div>
    </td>
    <td width="35" height="25">
      <div align="center"></div>
    </td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">8.1</font></td>
    <td width="684" height="25">RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND
      VOTING</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">8.2</font></td>
    <td width="684" height="25">CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">8.3</font></td>
    <td width="684" height="25">CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">8.4</font></td>
    <td width="684" height="25">STOCK CERTIFICATES; TRANSFERS; PARTLY PAID SHARES</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">8.5</font></td>
    <td width="684" height="25">SPECIAL DESIGNATION ON CERTIFICATES</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">8.6</font></td>
    <td width="684" height="25">LOST CERTIFICATES</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">8.7</font></td>
    <td width="684" height="25">TRANSFER AGENTS AND REGISTRARS</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25"><font face="Times New Roman, Times, serif" size="3">8.8</font></td>
    <td width="684" height="25">CONSTRUCTION; DEFINITIONS</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
  <tr valign="bottom">
    <td colspan="4" height="25"><font face="Times New Roman, Times, serif" size="3">ARTICLE
      IX </font></td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">
      <div align="center"></div>
    </td>
    <td colspan="2" height="25">
      <div align="left">AMENDMENTS</div>
    </td>
    <td width="35" height="25">
      <div align="center"></div>
    </td>
  </tr>
  <tr valign="bottom">
    <td width="31" height="25">&nbsp;</td>
    <td width="83" height="25">&nbsp;</td>
    <td width="684" height="25">&nbsp;</td>
    <td width="35" height="25">&nbsp;</td>
  </tr>
</table>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<hr>
<p align="center">&nbsp;</p>
<p align="center"><u>BYLAWS</u></p>
<p align="center"><u> OF</u></p>
<p align="center"><u> SOCKET COMMUNICATIONS, INC.</u></p>
<p align="center"> (a Delaware corporation)</p>
<p align="center"> ARTICLE I</p>
<p align="center"> <u>CORPORATE OFFICES</u></p>
<p align="center">&nbsp;</p>
<p align="left">1.1 <u>REGISTERED OFFICE</u> </p>
<p align="left">The registered office of the corporation shall be fixed in the
  certificate of incorporation of the corporation. </p>
<p align="left">1.2 <u>OTHER OFFICES</u> </p>
<p align="left">The board of directors may at any time establish branch or subordinate
  offices at any place or places where the corporation is qualified to do business.
</p>
<p align="center">ARTICLE II </p>
<p align="center"><u>MEETINGS OF STOCKHOLDERS </u></p>
<p align="left">2.1 <u>PLACE OF MEETINGS</u> </p>
<p align="left">Meetings of stockholders shall be held at any place within or
  outside the State of Delaware designated by the board of directors. In the absence
  of any such designation, stockholders' meetings shall be held at the principal
  executive office of the corporation. </p>
<p align="left">2.1 <u>ANNUAL MEETING</u> </p>
<p align="left">The annual meeting of stockholders shall be held each year on
  a date and at a time designated by the board of directors. In the absence of
  such designation, the annual meeting of stockholders shall be held on the third
  Tuesday in May in each year at 10:00 a.m. However, if such day falls on a legal
  holiday, then the meeting shall be held at the same time and place on the next
  succeeding full business day. At the meeting, directors shall be elected, and
  any other proper business may be transacted. </p>
<p align="left">2.1 <u>SPECIAL MEETING </u></p>
<p align="left">A special meeting of the stockholders may be called at any time
  by the board of directors, or by the chairman of the board, or by the president,
  or by one or more stockholders holding shares in the aggregate entitled to cast
  not less than ten percent (10%) of the votes of all shares of stock owned by
  stockholders entitled to vote at that meeting. </p>
<p align="left">&nbsp;</p>
<hr>
<p align="left">If a special meeting is called by any person or persons other
  than the board of directors or the president or the chairman of the board, then
  the request shall be in writing, specifying the time of such meeting and the
  general nature of the business proposed to be transacted, and shall be delivered
  personally or sent by registered mail or by telegraphic or other facsimile transmission
  to the chairman of the board, the president, any vice president or the secretary
  of the corporation. The officer receiving the request shall cause notice to
  be promptly given to the stockholders entitled to vote, in accordance with the
  provisions of Sections 2.4 and 2.6 of these bylaws, that a meeting will be held
  at the time requested by the person or persons calling the meeting, so long
  as that time is not less than thirty-five (35) nor more than sixty (60) days
  after the receipt of the request. If the notice is not given within twenty (20)
  days after receipt of the request, then the person or persons requesting the
  meeting may give the notice. Nothing contained in this paragraph of this Section
  2.3 shall be construed as limiting, fixing or affecting the time when a meeting
  of stockholders called by action of the board of directors may be held. </p>
<p align="left">2.4 <u>NOTICE OF STOCKHOLDERS' MEETINGS</u> </p>
<p align="left">All notices of meetings of stockholders shall be sent or otherwise
  given in accordance with Section 2.6 of these bylaws not less than ten (10)
  nor more than sixty (60) days before the date of the meeting. The notice shall
  specify the place, date and hour of the meeting and (i) in the case of a special
  meeting, the purpose or purposes for which the meeting is called (no business
  other than that specified in the notice may be transacted) or (ii) in the case
  of the annual meeting, those matters which the board of directors, at the time
  of giving the notice, intends to present for action by the stockholders (but
  any proper matter may be presented at the meeting for such action). The notice
  of any meeting at which directors are to be elected shall include the name of
  any nominee or nominees who, at the time of the notice, the board intends to
  present for election. </p>
<p align="left">2.5 <u>ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER
  BUSINESS </u></p>
<p align="left">Subject to the rights of holders of any class or series of stock
  having a preference over the Common Stock as to dividends or upon liquidation,
</p>
<p align="left">(a) nominations for the election of directors, and </p>
<p align="left">(b) business proposed to be brought before any stockholder meeting
  may be made by the board of directors or proxy committee appointed by the board
  of directors or by any stockholder entitled to vote in the election of directors
  generally if such nomination or business proposed is otherwise proper business
  before such meeting. However, any such stockholder may nominate one or more
  persons for election as directors at a meeting or propose business to be brought
  before a meeting, or both, only if such stockholder has given timely notice
  in proper written form of their intent to make such nomination or nominations
  or to propose such business. To be timely, such stockholder's notice must be
  delivered to or mailed and received by the secretary of the corporation not
  less than ninety (90) days prior to the meeting; provided, however, that in
  the event that less than one-hundred (100) 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 form, a stockholder's
  notice to the secretary shall set forth:</p>
<p align="center">&nbsp;</p>
<hr>
<p>(i) the name and address of the stockholder who intends to make the nominations
  or propose the business and, as the case may be, of the person or persons to
  be nominated or of the business to be proposed; </p>
<p>(ii) a representation that the stockholder is a holder of record of stock of
  the corporation entitled to vote at such meeting and, if applicable, intends
  to appear in person or by proxy at the meeting to nominate the person or persons
  specified in the notice; </p>
<p>(iii) if applicable, a description of all arrangements or understandings between
  the stockholder and each nominee and any other person or persons (naming such
  person or persons) pursuant to which the nomination or nominations are to be
  made by the stockholder; </p>
<p>(iv) such other information regarding each nominee or each matter of business
  to be proposed by such stockholder as would be required to be included in a
  proxy statement filed pursuant to the proxy rules of the Securities and Exchange
  Commission had the nominee been nominated, or intended to be nominated, or the
  matter been proposed, or intended to be proposed by the board of directors;
  and </p>
<p>(v) if applicable, the consent of each nominee to serve as director of the
  corporation if so elected. The chairman of the meeting shall refuse to acknowledge
  the nomination of any person or the proposal of any business not made in compliance
  with the foregoing procedure. </p>
<p>2.6 <u>MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE </u></p>
<p>Written notice of any meeting of stockholders shall be given either personally
  or by first-class mail or by telegraphic or other written communication. Notices
  not personally delivered shall be sent charges prepaid and shall be addressed
  to the stockholder at the address of that stockholder appearing on the books
  of the corporation or given by the stockholder to the corporation for the purpose
  of notice. Notice shall be deemed to have been given at the time when delivered
  personally or deposited in the mail or sent by telegram or other means of written
  communication. </p>
<p>An affidavit of the mailing or other means of giving any notice of any stockholders'
  meeting, executed by the secretary, assistant secretary or any transfer agent
  of the corporation giving the notice, shall be prima facie evidence of the giving
  of such notice. </p>
<p align="center">&nbsp;</p>
<hr>
<p>2.7 <u>QUORUM</u> </p>
<p>The holders of a majority in voting power of the stock issued and outstanding
  and entitled to vote thereat, present in person or represented by proxy, shall
  constitute a quorum at all meetings of the stockholders for the transaction
  of business except as otherwise provided by statute or by the certificate of
  incorporation. If, however, such quorum is not present or represented at any
  meeting of the stockholders, then either (i) the chairman of the meeting or
  (ii) the stockholders entitled to vote thereat, present in person or represented
  by proxy, shall have power to adjourn the meeting in accordance with Section
  2.7 of these bylaws. </p>
<p>When a quorum is present at any meeting, the vote of the holders of a majority
  of the stock having voting power present in person or represented by proxy shall
  decide any question brought before such meeting, unless the question is one
  upon which, by express provision of the laws of the State of Delaware or of
  the certificate of incorporation or these bylaws, a different vote is required,
  in which case such express provision shall govern and control the decision of
  the question. </p>
<p>If a quorum be initially present, the stockholders may continue to transact
  business until adjournment, notwithstanding the withdrawal of enough stockholders
  to leave less than a quorum, if any action taken is approved by a majority of
  the stockholders initially constituting the quorum. </p>
<p>2.8 <u>ADJOURNED MEETING; NOTICE</u> </p>
<p>When a meeting is adjourned to another time and place, unless these bylaws
  otherwise require, notice need not be given of the adjourned meeting if the
  time and place thereof are announced at the meeting at which the adjournment
  is taken. At the adjourned meeting the corporation may transact any business
  that might have been transacted at the original meeting. If the adjournment
  is for more than thirty (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. </p>
<p>2.9 <u>VOTING</u> </p>
<p>The stockholders entitled to vote at any meeting of stockholders shall be determined
  in accordance with the provisions of Section 2.11 of these bylaws, subject to
  the provisions of Sections 217 and 218 of the General Corporation Law of Delaware
  (relating to voting rights of fiduciaries, pledgors and joint owners, and to
  voting trusts and other voting agreements). </p>
<p>Except as may be otherwise provided in the certificate of incorporation or
  these bylaws, each stockholder shall be entitled to one vote for each share
  of capital stock held by such stockholder. </p>
<p align="center">&nbsp;</p>
<hr>
<p>At a stockholders' meeting at which directors are to be elected, and to the
  extent permitted by the corporation's Certificate of Incorporation, each stockholder
  shall be entitled to cumulate votes (i.e., cast for any candidate a number of
  votes greater than the number of votes that such stockholder normally is entitled
  to cast) if the candidates' names have been properly placed in nomination (in
  accordance with these bylaws) prior to commencement of the voting, and the stockholder
  requesting cumulative voting has given notice prior to commencement of the voting
  of the stockholder's intention to cumulate votes. If cumulative voting is properly
  requested, each holder of stock, or of any class or classes or of a series or
  series thereof, who elects to cumulate votes shall be entitled to as many votes
  as equals the number of votes that (absent this provision as to cumulative voting)
  he or she would be entitled to cast for the election of directors with respect
  to his or her shares of stock multiplied by the number of directors to be elected
  by him, and he or she may cast all of such votes for a single director or may
  distribute them among the number to be voted for, or for any two or more of
  them, as he or she may see fit.</p>
<p>2.10 <u>STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING</u> </p>
<p>Unless otherwise provided in the Certificate of Incorporation, any action required
  or permitted to be taken at any annual or special meeting of stockholders may
  be taken without a meeting, without prior notice and without a vote, if a consent
  or consents in writing setting forth the action so taken, shall be signed by
  the holders of outstanding stock 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 thereon were present and voted. Such consents
  shall be delivered to the corporation by delivery to it registered office in
  the state of Delaware, 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 a corporation's registered office
  shall be by hand or by certified or registered mail, return receipt requested.
</p>
<p>2.11 <u>RECORD DATE FOR STOCKHOLDER NOTICE; VOTING </u></p>
<p>For purposes of determining the stockholders entitled to notice of any meeting
  or to vote thereat, the board of directors may fix, in advance, a record date,
  which shall not precede the date upon which the resolution fixing the record
  date is adopted by the board of directors and which shall not be more than sixty
  (60) days nor less than ten (10) days before the date of any such meeting, and
  in such event only stockholders of record on the date so fixed are entitled
  to notice and to vote, notwithstanding any transfer of any shares on the books
  of the corporation after the record date. </p>
<p>If the board of directors does not so fix a record date, 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 business day next preceding the day
  on which notice is given, or, if notice is waived, at the close of business
  on the business day next preceding the day on which the meeting is held. </p>
<p align="center">&nbsp;</p>
<hr>
<p>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 unless
  the board of directors fixes a new record date for the adjourned meeting, but
  the board of directors shall fix a new record date if the meeting is adjourned
  for more than thirty (30) days from the date set for the original meeting.</p>
<p>The record date for any other purpose shall be as provided in Section 8.1 of
  these bylaws.</p>
<p>2.12 <u>PROXIES</u> </p>
<p>Every person entitled to vote for directors, or on any other matter, shall
  have the right to do so either in person or by one or more agents authorized
  by a written proxy signed by the person and filed with the secretary of the
  corporation, but no such proxy shall be voted or acted upon after three (3)
  years from its date, unless the proxy provides for a longer period. A proxy
  shall be deemed signed if the stockholder's name is placed on the proxy (whether
  by manual signature, typewriting, telegraphic transmission, telefacsimile or
  otherwise) by the stockholder or the stockholder's attorney-in-fact. The revocability
  of a proxy that states on its face that it is irrevocable shall be governed
  by the provisions of Section 212(e) of the General Corporation Law of Delaware.
</p>
<p>2.13 <u>ORGANIZATION</u> </p>
<p>The president, or in the absence of the president, the chairman of the board,
  shall call the meeting of the stockholders to order, and shall act as chairman
  of the meeting. In the absence of the president, the chairman of the board,
  and all of the vice presidents, the stockholders shall appoint a chairman for
  such meeting. The chairman of any meeting of stockholders shall determine the
  order of business and the procedures at the meeting, including such matters
  as the regulation of the manner of voting and the conduct of business. The secretary
  of the corporation shall act as secretary of all meetings of the stockholders,
  but in the absence of the secretary at any meeting of the stockholders, the
  chairman of the meeting may appoint any person to act as secretary of the meeting.
</p>
<p>2.14 <u>LIST OF STOCKHOLDERS ENTITLED TO VOTE </u></p>
<p>The officer who has charge of the stock ledger of the corporation shall prepare
  and make, at least ten (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 ten (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. </p>
<p align="center">&nbsp;</p>
<hr>
<p>2.15 <u>WAIVER OF NOTICE </u></p>
<p>Whenever notice is required to be given under any provision of the General
  Corporation Law of Delaware or of the certificate of incorporation or these
  bylaws, a written waiver thereof, signed by the person entitled to notice, whether
  before or after the time stated therein, shall be deemed equivalent to notice.
  Attendance of a person at a meeting shall constitute a waiver of notice of such
  meeting, except when the person attends a meeting for the express purpose of
  objecting, at the beginning of the meeting, to the transaction of any business
  because the meeting is not lawfully called or convened. Neither the business
  to be transacted at, nor the purpose of, any regular or special meeting of the
  stockholders need be specified in any written waiver of notice unless so required
  by the certificate of incorporation or these bylaws. </p>
<p align="center">ARTICLE III </p>
<p align="center"><u>DIRECTORS</u> </p>
<p>3.1 <u>POWERS</u> </p>
<p>Subject to the provisions of the General Corporation Law of Delaware and to
  any limitations in the certificate of incorporation or these bylaws relating
  to action required to be approved by the stockholders or by the outstanding
  shares, the business and affairs of the corporation shall be managed and all
  corporate powers shall be exercised by or under the direction of the board of
  directors. </p>
<p>3.2 <u>NUMBER OF DIRECTORS </u></p>
<p>The board of directors shall consist of six (6) members. The number of directors
  may be changed by an amendment to this bylaw, duly adopted by the board of directors
  or by the stockholders, or by a duly adopted amendment to the certificate of
  incorporation. </p>
<p>3.3 <u>ELECTION AND TERM OF OFFICE OF DIRECTORS </u></p>
<p>Except as provided in Section 3.4 of these bylaws, directors shall be elected
  at each annual meeting of stockholders to hold office until the next annual
  meeting. Each director, including a director elected or appointed to fill a
  vacancy, shall hold office until the expiration of the term for which elected
  and until a successor has been elected and qualified. </p>
<p>3.4 <u>RESIGNATION AND VACANCIES </u></p>
<p>Any director may resign effective on giving written notice to the chairman
  of the board, the president, the secretary or the board of directors, unless
  the notice specifies a later time for that resignation to become effective.
  If the resignation of a director is effective at a future time, the board of
  directors may elect a successor to take office when the resignation becomes
  effective. </p>
<p align="center">&nbsp;</p>
<hr>
<p> Vacancies in the board of directors may be filled by a majority of the remaining
  directors, even if less than a quorum, or by a sole remaining director; however,
  a vacancy created by the removal of a director by the vote of the stockholders
  or by court order may be filled only by the affirmative vote of a majority of
  the shares represented and voting at a duly held meeting at which a quorum is
  present (which shares voting affirmatively also constitute a majority of the
  required quorum). Each director so elected shall hold office until the next
  annual meeting of the stockholders and until a successor has been elected and
  qualified.</p>
<p>Unless otherwise provided in the certificate of incorporation or these bylaws:</p>
<p>(a) Vacancies and newly created directorships resulting from any increase in
  the authorized number of directors elected by all of the stockholders having
  the right to vote as a single class may be filled by a majority of the directors
  then in office, although less than a quorum, or by a sole remaining director.</p>
<p>(b) Whenever the holders of any class or classes of stock or series thereof
  are entitled to elect one or more directors by the provisions of the certificate
  of incorporation, vacancies and newly created directorships of such class or
  classes or series may be filled by a majority of the directors elected by such
  class or classes or series thereof then in office, or by a sole remaining director
  so elected.</p>
<p>If at any time, by reason of death or resignation or other cause, the corporation
  should have no directors in office, then any officer or any stockholder or an
  executor, administrator, trustee or guardian of a stockholder, or other fiduciary
  entrusted with like responsibility for the person or estate of a stockholder,
  may call a special meeting of stockholders in accordance with the provisions
  of the certificate of incorporation or these bylaws, or may apply to the Court
  of Chancery for a decree summarily ordering an election as provided in Section
  211 of the General Corporation Law of Delaware.</p>
<p>If, at the time of filling any vacancy or any newly created directorship, the
  directors then in office constitute less than a majority of the whole board
  (as constituted immediately prior to any such increase), then the Court of Chancery
  may, upon application of any stockholder or stockholders holding at least ten
  (10) percent of the total number of the shares at the time outstanding having
  the right to vote for such directors, summarily order an election to be held
  to fill any such vacancies or newly created directorships, or to replace the
  directors chosen by the directors then in office as aforesaid, which election
  shall be governed by the provisions of Section 211 of the General Corporation
  Law of Delaware as far as applicable.</p>
<p>3.5 <u>REMOVAL OF DIRECTORS </u></p>
<p>Unless otherwise restricted by statute, by the certificate of incorporation
  or by these bylaws, any director or the entire board of directors may be removed,
  with or without cause, by the holders of a majority of the shares then entitled
  to vote at an election of directors; provided, however, that, if and so long
  as stockholders of the corporation are entitled to cumulative voting, if less
  than the entire board is to be removed, no director may be removed without cause
  if the votes cast against his removal would be sufficient to elect him if then
  cumulatively voted at an election of the entire board of directors. </p>
<p align="center">&nbsp;</p>
<hr>
<p>3.6 <u>PLACE OF MEETINGS; MEETINGS BY TELEPHONE </u></p>
<p>Regular meetings of the board of directors may be held at any place within
  or outside the State of Delaware that has been designated from time to time
  by resolution of the board. In the absence of such a designation, regular meetings
  shall be held at the principal executive office of the corporation. Special
  meetings of the board may be held at any place within or outside the State of
  Delaware that has been designated in the notice of the meeting or, if not stated
  in the notice or if there is no notice, at the principal executive office of
  the corporation. </p>
<p>Any meeting of the board, regular or special, may be held by conference telephone
  or similar communication equipment, so long as all directors participating in
  the meeting can hear one another; and all such participating directors shall
  be deemed to be present in person at the meeting.</p>
<p>3.7 <u>FIRST MEETINGS</u> </p>
<p>The first meeting of each newly elected board of directors shall be held at
  such time and place as shall be fixed by the vote of the stockholders at the
  annual meeting. In the event of the failure of the stockholders to fix the time
  or place of such first meeting of the newly elected board of directors, or in
  the event such meeting is not held at the time and place so fixed by the stockholders,
  the meeting may be held at such time and place as shall be specified in a notice
  given as hereinafter provided for special meetings of the board of directors,
  or as shall be specified in a written waiver signed by all of the directors.
</p>
<p>3.8 <u>REGULAR MEETINGS </u></p>
<p>Regular meetings of the board of directors may be held without notice at such
  time as shall from time to time be determined by the board of directors. If
  any regular meeting day shall fall on a legal holiday, then the meeting shall
  be held at the same time and place on the next succeeding full business day.
</p>
<p>3.9 <u>SPECIAL MEETINGS; NOTICE</u> </p>
<p>Special meetings of the board of directors for any purpose or purposes may
  be called at any time by the chairman of the board, the president, any vice
  president, the secretary or any two directors. </p>
<p>Notice of the time and place of special meetings shall be delivered personally
  or by telephone to each director or sent by first-class mail, telecopy or telegram,
  charges prepaid, addressed to each director at that director's address as it
  is shown on the records of the corporation. If the notice is mailed, it shall
  be deposited in the United States mail at least four (4) days before the time
  of the holding of the meeting. If the notice is delivered personally or by telephone,
  telecopy or telegram, it shall be delivered personally or by telephone or to
  the telegraph company at least forty-eight (48) hours before the time of the
  holding of the meeting. Any oral notice given personally or by telephone may
  be communicated either to the director or to a person at the office of the director
  who the person giving the notice has reason to believe will promptly communicate
  it to the director. The notice need not specify the purpose or the place of
  the meeting, if the meeting is to be held at the principal executive office
  of the corporation. </p>
<p align="center">&nbsp;</p>
<hr>
<p>3.10 <u>QUORUM</u> </p>
<p>A majority of the authorized number of directors shall constitute a quorum
  for the transaction of business, except to adjourn as provided in Section 3.12
  of these bylaws. Every act or decision done or made by a majority of the directors
  present at a duly held meeting at which a quorum is present shall be regarded
  as the act of the board of directors, subject to the provisions of the certificate
  of incorporation and applicable law. </p>
<p>A meeting at which a quorum is initially present may continue to transact business
  notwithstanding the withdrawal of directors, if any action taken is approved
  by at least a majority of the quorum for that meeting. </p>
<p>3.11 <u>WAIVER OF NOTICE </u></p>
<p>Notice of a meeting need not be given to any director (i) who signs a waiver
  of notice, whether before or after the meeting, or (ii) who attends the meeting
  other than for the express purposed of objecting at the beginning of the meeting
  to the transaction of any business because the meeting is not lawfully called
  or convened. All such waivers shall be filed with the corporate records or made
  part of the minutes of the meeting. A waiver of notice need not specify the
  purpose of any regular or special meeting of the board of directors. </p>
<p>3.12 <u>ADJOURNMENT</u> </p>
<p>A majority of the directors present, whether or not constituting a quorum,
  may adjourn any meeting of the board to another time and place. </p>
<p>3.13 <u>NOTICE OF ADJOURNMENT</u> </p>
<p>Notice of the time and place of holding an adjourned meeting of the board need
  not be given unless the meeting is adjourned for more than twenty-four (24)
  hours. If the meeting is adjourned for more than twenty-four (24) hours, then
  notice of the time and place of the adjourned meeting shall be given before
  the adjourned meeting takes place, in the manner specified in Section 3.9 of
  these bylaws, to the directors who were not present at the time of the adjournment.
</p>
<p>&nbsp; </p>
<hr>
<p>3.14 <u>BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING</u> </p>
<p>Any action required or permitted to be taken by the board of directors may
  be taken without a meeting, provided that all members of the board individually
  or collectively consent in writing to that action. Such action by written consent
  shall have the same force and effect as a unanimous vote of the board of directors.
  Such written consent and any counterparts thereof shall be filed with the minutes
  of the proceedings of the board of directors. </p>
<p>3.15 <u>FEES AND COMPENSATION OF DIRECTORS </u></p>
<p>Directors and members of committees may receive such compensation, if any,
  for their services and such reimbursement of expenses as may be fixed or determined
  by resolution of the board of directors. This Section 3.15 shall not be construed
  to preclude any director from serving the corporation in any other capacity
  as an officer, agent, employee or otherwise and receiving compensation for those
  services. </p>
<p>3.16 <u>APPROVAL OF LOANS TO OFFICERS</u> </p>
<p>The corporation may lend money to, or guarantee any obligation of, or otherwise
  assist any officer or other employee of the corporation or any of its subsidiaries,
  including any officer or employee who is a director of the corporation or any
  of its subsidiaries, whenever, in the judgment of the directors, such loan,
  guaranty or assistance may reasonably be expected to benefit the corporation.
  The loan, guaranty or other assistance may be with or without interest and may
  be unsecured, or secured in such manner as the board of directors shall approve,
  including, without limitation, a pledge of shares of stock of the corporation.
  Nothing contained in this section shall be deemed to deny, limit or restrict
  the powers of guaranty or warranty of the corporation at common law or under
  any statute. </p>
<p>3.17 <u>SOLE DIRECTOR PROVIDED BY CERTIFICATE OF INCORPORATION</u> </p>
<p>In the event only one director is required by these bylaws or the certificate
  of incorporation, then any reference herein to notices, waivers, consents, meetings
  or other actions by a majority or quorum of the directors shall be deemed to
  refer to such notice, waiver, etc., by such sole director, who shall have all
  the rights and duties and shall be entitled to exercise all of the powers and
  shall assume all the responsibilities otherwise herein described as given to
  the board of directors. </p>
<p>&nbsp;</p>
<hr>
<p align="center">ARTICLE IV </p>
<p align="center"><u>COMMITTEES</u> </p>
<p>4.1 <u>COMMITTEES OF DIRECTORS </u></p>
<p>The board of directors may, by resolution adopted by a majority of the authorized
  number of directors, designate one (1) or more committees, each consisting of
  two or more directors, to serve at the pleasure of the board. The board may
  designate one (1) or more directors as alternate members of any committee, who
  may replace any absent or disqualified member at any meeting of the committee.
  The appointment of members or alternate members of a committee requires the
  vote of a majority of the authorized number of directors. Any committee, to
  the extent provided in the resolution of the board, shall have and may exercise
  all the powers and authority of the board, but no such committee shall have
  the power or authority to (i) amend the certificate of incorporation (except
  that a committee may, to the extent authorized in the resolution or resolutions
  providing for the issuance of shares of stock adopted by the board of directors
  as provided in Section 151(a) of the General Corporation Law of Delaware, fix
  the designations and any of the preferences or rights of such shares relating
  to dividends, redemption, dissolution, any distribution of assets of the corporation
  or the conversion into, or the exchange of such shares for, shares of any other
  class or classes or any other series of the same or any other class or classes
  of stock of the corporation), (ii) adopt an agreement of merger or consolidation
  under Sections 251 or 252 of the General Corporation Law of Delaware, (iii)
  recommend to the stockholders the sale, lease or exchange of all or substantially
  all of the corporation's property and assets, (iv) recommend to the stockholders
  a dissolution of the corporation or a revocation of a dissolution or (v) amend
  the bylaws of the corporation; and, unless the board resolution establishing
  the committee, the bylaws or the certificate of incorporation expressly so provide,
  no such committee shall have the power or authority to declare a dividend, to
  authorize the issuance of stock, or to adopt a certificate of ownership and
  merger pursuant to Section 253 of the General Corporation Law of Delaware. </p>
<p>4.2 <u>MEETINGS AND ACTION OF COMMITTEES</u> </p>
<p>Meetings and actions of committees shall be governed by, and held and taken
  in accordance with, the following provisions of Article III of these bylaws:
  Section 3.6 (place of meetings; meetings by telephone), Section 3.8 (regular
  meetings), Section 3.9 (special meetings; notice), Section 3.10 (quorum), Section
  3.11 (waiver of notice), Section 3.12 (adjournment), Section 3.13 (notice of
  adjournment) and Section 3.14 (board action by written consent without meeting),
  with such changes in the context of those bylaws as are necessary to substitute
  the committee and its members for the board of directors and its members; provided,
  however, that the time of regular meetings of committees may be determined either
  by resolution of the board of directors or by resolution of the committee, that
  special meetings of committees may also be called by resolution of the board
  of directors, and that notice of special meetings of committees shall also be
  given to all alternate members, who shall have the right to attend all meetings
  of the committee. The board of directors may adopt rules for the government
  of any committee not inconsistent with the provisions of these bylaws. </p>
<p>4.3 <u>COMMITTEE MINUTES </u></p>
<p>Each committee shall keep regular minutes of its meetings and report the same
  to the board of directors when required. </p>
<p>&nbsp;</p>
<hr>
<p align="center">ARTICLE V </p>
<p align="center"><u>OFFICERS</u> </p>
<p>5.1 <u>OFFICERS</u> </p>
<p>The Corporate Officers of the corporation shall be a president, a secretary
  and a chief financial officer. The corporation may also have, at the discretion
  of the board of directors, a chairman of the board, one or more vice presidents
  (however denominated), one or more assistant secretaries, a treasurer and one
  or more assistant treasurers, and such other officers as may be appointed in
  accordance with the provisions of Section 5.3 of these bylaws. Any number of
  offices may be held by the same person. </p>
<p>In addition to the Corporate Officers of the Company described above, there
  may also be such Administrative Officers of the corporation as may be designated
  and appointed from time to time by the president of the corporation in accordance
  with the provisions of Section 5.12 of these bylaws.</p>
<p>5.2 <u>ELECTION OF OFFICERS</u> </p>
<p>The Corporate Officers of the corporation, except such officers as may be appointed
  in accordance with the provisions of Section 5.3 or Section 5.5 of these bylaws,
  shall be chosen by the board of directors, subject to the rights, if any, of
  an officer under any contract of employment, and shall hold their respective
  offices for such terms as the board of directors may from time to time determine.
</p>
<p>5.3 <u>SUBORDINATE OFFICERS</u> </p>
<p>The board of directors may appoint, or may empower the president to appoint,
  such other Corporate Officers as the business of the corporation may require,
  each of whom shall hold office for such period, have such power and authority,
  and perform such duties as are provided in these bylaws or as the board of directors
  may from time to time determine. The president may from time to time designate
  and appoint Administrative Officers of the corporation in accordance with the
  provisions of Section 5.12 of these bylaws. </p>
<p>5.4 <u>REMOVAL AND RESIGNATION OF OFFICERS </u></p>
<p>Subject to the rights, if any, of a Corporate Officer under any contract of
  employment, any Corporate Officer may be removed, either with or without cause,
  by the board of directors at any regular or special meeting of the board or,
  except in case of a Corporate Officer chosen by the board of directors, by any
  Corporate Officer upon whom such power of removal may be conferred by the board
  of directors. </p>
<p>Any Corporate Officer may resign at any time by giving written notice to the
  corporation. </p>
<p>&nbsp;</p>
<hr>
<p>Any resignation shall take effect at the date of the receipt of that notice
  or at any later time specified in that notice; and, unless otherwise specified
  in that notice, the acceptance of the resignation shall not be necessary to
  make it effective. Any resignation is without prejudice to the rights, if any,
  of the corporation under any contract to which the Corporate Officer is a party.</p>
<p>Any Administrative Officer designated and appointed by the president may be
  removed, either with or without cause, at any time by the president. Any Administrative
  Officer may resign at any time by giving written notice to the president or
  to the secretary of the corporation.</p>
<p>5.5 <u>VACANCIES IN OFFICES</u> </p>
<p>A vacancy in any office because of death, resignation, removal, disqualification
  or any other cause shall be filled in the manner prescribed in these bylaws
  for regular appointments to that office. </p>
<p>5.6 <u>CHAIRMAN OF THE BOARD </u></p>
<p>The chairman of the board, if such an officer be elected, shall, if present,
  preside at meetings of the board of directors and exercise such other powers
  and perform such other duties as may from time to time be assigned to him by
  the board of directors or as may be prescribed by these bylaws. If there is
  no president, then the chairman of the board shall also be the chief executive
  officer of the corporation and shall have the powers and duties prescribed in
  Section 5.7 of these bylaws. </p>
<p>5.7 <u>PRESIDENT</u> </p>
<p>Subject to such supervisory powers, if any, as may be given by the board of
  directors to the chairman of the board, if there be such an officer, the president
  shall be the chief executive officer of the corporation and shall, subject to
  the control of the board of directors, have general supervision, direction and
  control of the business and the officers of the corporation. He or she shall
  preside at all meetings of the stockholders and, in the absence or nonexistence
  of a chairman of the board, at all meetings of the board of directors. He or
  she shall have the general powers and duties of management usually vested in
  the office of president of a corporation, and shall have such other powers and
  perform such other duties as may be prescribed by the board of directors or
  these bylaws. </p>
<p>5.8 <u>VICE PRESIDENTS</u> </p>
<p>In the absence or disability of the president, and if there is no chairman
  of the board, the vice presidents, if any, in order of their rank as fixed by
  the board of directors or, if not ranked, a vice president designated by the
  board of directors, shall perform all the duties of the president and when so
  acting shall have all the powers of, and be subject to all the restrictions
  upon, the president. The vice presidents shall have such other powers and perform
  such other duties as from time to time may be prescribed for them respectively
  by the board of directors, these bylaws, the president or the chairman of the
  board. </p>
<p align="center">&nbsp;</p>
<hr>
<p>5.9 <u>SECRETARY</u> </p>
<p>The secretary shall keep or cause to be kept, at the principal executive office
  of the corporation or such other place as the board of directors may direct,
  a book of minutes of all meetings and actions of the board of directors, committees
  of directors and stockholders. The minutes shall show the time and place of
  each meeting, whether regular or special (and, if special, how authorized and
  the notice given), the names of those present at directors' meetings or committee
  meetings, the number of shares present or represented at stockholders' meetings
  and the proceedings thereof. </p>
<p>The secretary shall keep, or cause to be kept, at the principal executive office
  of the corporation or at the office of the corporation's transfer agent or registrar,
  as determined by resolution of the board of directors, a share register or a
  duplicate share register, showing the names of all stockholders and their addresses,
  the number and classes of shares held by each, the number and date of certificates
  evidencing such shares and the number and date of cancellation of every certificate
  surrendered for cancellation.</p>
<p>The secretary shall give, or cause to be given, notice of all meetings of the
  stockholders and of the board of directors required to be given by law or by
  these bylaws. He or she shall keep the seal of the corporation, if one be adopted,
  in safe custody and shall have such other powers and perform such other duties
  as may be prescribed by the board of directors or by these bylaws.</p>
<p>5.10 <u>CHIEF FINANCIAL OFFICER</u> </p>
<p>The chief financial officer shall keep and maintain, or cause to be kept and
  maintained, adequate and correct books and records of accounts of the properties
  and business transactions of the corporation, including accounts of its assets,
  liabilities, receipts, disbursements, gains, losses, capital, retained earnings
  and shares. The books of account shall at all reasonable times be open to inspection
  by any director for a purpose reasonably related to his position as a director.
</p>
<p>The chief financial officer shall deposit all money and other valuables in
  the name and to the credit of the corporation with such depositaries as may
  be designated by the board of directors. He or she shall disburse the funds
  of the corporation as may be ordered by the board of directors, shall render
  to the president and directors, whenever they request it, an account of all
  of his or her transactions as chief financial officer and of the financial condition
  of the corporation, and shall have such other powers and perform such other
  duties as may be prescribed by the board of directors or these bylaws.</p>
<p>5.11 <u>ASSISTANT SECRETARY </u></p>
<p>The assistant secretary, if any, or, if there is more than one, the assistant
  secretaries in the order determined by the board of directors (or if there be
  no such determination, then in the order of their election) shall, in the absence
  of the secretary or in the event of his or her inability or refusal to act,
  perform the duties and exercise the powers of the secretary and shall perform
  such other duties and have such other powers as the board of directors may from
  time to time prescribe. </p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<hr>
<p>5.12 <u>ADMINISTRATIVE OFFICERS</u> </p>
<p>In addition to the Corporate Officers of the corporation as provided in Section
  5.1 of these bylaws and such subordinate Corporate Officers as may be appointed
  in accordance with Section 5.3 of these bylaws, there may also be such Administrative
  Officers of the corporation as may be designated and appointed from time to
  time by the president of the corporation. Administrative Officers shall perform
  such duties and have such powers as from time to time may be determined by the
  president or the board of directors in order to assist the Corporate Officers
  in the furtherance of their duties. In the performance of such duties and the
  exercise of such powers, however, such Administrative Officers shall have limited
  authority to act on behalf of the corporation as the board of directors shall
  establish, including but not limited to limitations on the dollar amount and
  on the scope of agreements or commitments that may be made by such Administrative
  Officers on behalf of the corporation, which limitations may not be exceeded
  by such individuals or altered by the president without further approval by
  the board of directors. </p>
<p>5.13 <u>AUTHORITY AND DUTIES OF OFFICERS</u> </p>
<p>In addition to the foregoing powers, authority and duties, all officers of
  the corporation shall respectively have such authority and powers and perform
  such duties in the management of the business of the corporation as may be designated
  from time to time by the board of directors. </p>
<p align="center">ARTICLE VI </p>
<p align="center"><u>INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER
  AGENTS </u></p>
<p>6.1 <u>INDEMNIFICATION OF DIRECTORS AND OFFICERS </u></p>
<p>The corporation shall, to the maximum extent and in the manner permitted by
  the General Corporation Law of Delaware as the same now exists or may hereafter
  be amended, indemnify any person against expenses (including attorneys' fees),
  judgments, fines, and amounts paid in settlement actually and reasonably incurred
  in connection with any threatened, pending or completed action, suit, or proceeding
  in which such person was or is a party or is threatened to be made a party by
  reason of the fact that such person is or was a director or officer of the corporation.
  For purposes of this Section 6.1, a "director" or "officer" of the corporation
  shall mean any person (i) who is or was a director or officer of the corporation,
  (ii) who is or was serving at the request of the corporation as a director or
  officer of another corporation, partnership, joint venture, trust or other enterprise,
  or (iii) who was a director or officer of a corporation which was a predecessor
  corporation of the corporation or of another enterprise at the request of such
  predecessor corporation. </p>
<p>&nbsp;</p>
<hr>
<p>The corporation shall be required to indemnify a director or officer in connection
  with an action, suit, or proceeding (or part thereof) initiated by such director
  or officer only if the initiation of such action, suit, or proceeding (or part
  thereof) by the director or officer was authorized by the Board of Directors
  of the corporation.</p>
<p>The corporation shall pay the expenses (including attorney's fees) incurred
  by a director or officer of the corporation entitled to indemnification hereunder
  in defending any action, suit or proceeding referred to in this Section 6.1
  in advance of its final disposition; provided, however, that payment of expenses
  incurred by a director or officer of the corporation in advance of the final
  disposition of such action, suit or proceeding shall be made only upon receipt
  of an undertaking by the director or officer to repay all amounts advanced if
  it should ultimately be determined that the director of officer is not entitled
  to be indemnified under this Section 6.1 or otherwise.</p>
<p>The rights conferred on any person by this Article shall not be exclusive of
  any other rights which such person may have or hereafter acquire under any statute,
  provision of the corporation's Certificate of Incorporation, these bylaws, agreement,
  vote of the stockholders or disinterested directors or otherwise.</p>
<p>Any repeal or modification of the foregoing provisions of this Article shall
  not adversely affect any right or protection hereunder of any person in respect
  of any act or omission occurring prior to the time of such repeal or modification.</p>
<p>6.2 <u>INDEMNIFICATION OF OTHERS</u> </p>
<p>The corporation shall have the power, to the maximum extent and in the manner
  permitted by the General Corporation Law of Delaware as the same now exists
  or may hereafter be amended, to indemnify any person (other than directors and
  officers) against expenses (including attorneys' fees), judgments, fines, and
  amounts paid in settlement actually and reasonably incurred in connection with
  any threatened, pending or completed action, suit, or proceeding, in which such
  person was or is a party or is threatened to be made a party by reason of the
  fact that such person is or was an employee or agent of the corporation. For
  purposes of this Section 6.2, an "employee" or "agent" of the corporation (other
  than a director or officer) shall mean any person (i) who is or was an employee
  or agent of the corporation, (ii) who is or was serving at the request of the
  corporation as an employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise, or (iii) who was an employee or agent of
  a corporation which was a predecessor corporation of the corporation or of another
  enterprise at the request of such predecessor corporation. </p>
<p>6.3 <u>INSURANCE</u> </p>
<p>The corporation may purchase and maintain insurance on behalf of any person
  who is or was a director, officer, employee or agent of the corporation, or
  is or was serving at the request of the corporation as a director, officer,
  employee or agent of another corporation, partnership, joint venture, trust
  or other enterprise against any liability asserted against him or her and incurred
  by him or her in any such capacity, or arising out of his or her status as such,
  whether or not the corporation would have the power to indemnify him or her
  against such liability under the provisions of the General Corporation Law of
  Delaware. </p>
<p>&nbsp;</p>
<hr>
<p align="center">ARTICLE VII </p>
<p align="center"><u>RECORDS AND REPORTS</u> </p>
<p>7.1 <u>MAINTENANCE AND INSPECTION OF RECORDS</u> </p>
<p>The corporation shall, either at its principal executive office or at such
  place or places as designated by the board of directors, keep a record of its
  stockholders listing their names and addresses and the number and class of shares
  held by each stockholder, a copy of these bylaws as amended to date, accounting
  books and other records of its business and properties. </p>
<p>Any stockholder of record, in person or by attorney or other agent, shall,
  upon written demand under oath stating the purpose thereof, have the right during
  the usual hours for business to inspect for any proper purpose the corporation's
  stock ledger, a list of its stockholders, and its other books and records and
  to make copies or extracts therefrom. A proper purpose shall mean a purpose
  reasonably related to such person's interest as a stockholder. In every instance
  where an attorney or other agent is the person who seeks the right to inspection,
  the demand under oath shall be accompanied by a power of attorney or such other
  writing that authorizes the attorney or other agent to so act on behalf of the
  stockholder. The demand under oath shall be directed to the corporation at its
  registered office in Delaware or at its principal place of business.</p>
<p>7.2 <u>INSPECTION BY DIRECTORS </u></p>
<p>Any director shall have the right to examine (and to make copies of) the corporation's
  stock ledger, a list of its stockholders and its other books and records for
  a purpose reasonably related to his or her position as a director. </p>
<p>7.3 <u>ANNUAL STATEMENT TO STOCKHOLDERS</u> </p>
<p>The board of directors shall present at each annual meeting, and at any special
  meeting of the stockholders when called for by vote of the stockholders, a full
  and clear statement of the business and condition of the corporation. </p>
<p>7.4 <u>REPRESENTATION OF SHARES OF OTHER CORPORATIONS </u></p>
<p>The chairman of the board, if any, the president, any vice president, the chief
  financial officer, the secretary or any assistant secretary of this corporation,
  or any other person authorized by the board of directors or the president or
  a vice president, is authorized to vote, represent and exercise on behalf of
  this corporation all rights incident to any and all shares of the stock of any
  other corporation or corporations standing in the name of this corporation.
  The authority herein granted may be exercised either by such person directly
  or by any other person authorized to do so by proxy or power of attorney duly
  executed by such person having the authority. </p>
<p>&nbsp;</p>
<hr>
<p>7.5 <u>CERTIFICATION AND INSPECTION OF BYLAWS</u> </p>
<p>The original or a copy of these bylaws, as amended or otherwise altered to
  date, certified by the secretary, shall be kept at the corporation's principal
  executive office and shall be open to inspection by the stockholders of the
  corporation, at all reasonable times during office hours. </p>
<p align="center">ARTICLE VIII </p>
<p align="center"><u>GENERAL MATTERS </u></p>
<p>8.1 <u>RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING</u> </p>
<p>For purposes of determining the stockholders entitled to receive payment of
  any dividend or other distribution or allotment of any rights or the stockholders
  entitled to exercise any rights in respect of any change, conversion or exchange
  of stock, or for the purpose of any other lawful action, the board of directors
  may fix, in advance, a record date, which shall not precede the date upon which
  the resolution fixing the record date is adopted and which shall not be more
  than sixty (60) days before any such action. In that case, only stockholders
  of record at the close of business on the date so fixed are entitled to receive
  the dividend, distribution or allotment of rights, or to exercise such rights,
  as the case may be, notwithstanding any transfer of any shares on the books
  of the corporation after the record date so fixed, except as otherwise provided
  by law. </p>
<p>If the board of directors does not so fix a record date, then the record date
  for determining stockholders for any such purpose shall be at the close of business
  on the day on which the board of directors adopts the applicable resolution.</p>
<p>8.2 <u>CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS </u></p>
<p>From time to time, the board of directors shall determine by resolution which
  person or persons may sign or endorse all checks, drafts, other orders for payment
  of money, notes or other evidences of indebtedness that are issued in the name
  of or payable to the corporation, and only the persons so authorized shall sign
  or endorse those instruments. </p>
<p>8.3 <u>CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED </u></p>
<p>The board of directors, except as otherwise provided in these bylaws, may authorize
  and empower any officer or officers, or agent or agents, to enter into any contract
  or execute any instrument in the name of and on behalf of the corporation; such
  power and authority may be general or confined to specific instances. Unless
  so authorized or ratified by the board of directors or within the agency power
  of an officer, no officer, agent or employee shall have any power or authority
  to bind the corporation by any contract or engagement or to pledge its credit
  or to render it liable for any purpose or for any amount. </p>
<p>&nbsp;</p>
<hr>
<p>8.4 <u>STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES</u> </p>
<p>The shares of the corporation shall be represented by certificates, provided
  that the board of directors of the corporation may provide by resolution or
  resolutions that some or all of any or all classes or series of its stock shall
  be uncertificated shares. Any such resolution shall not apply to shares represented
  by a certificate until such certificate is surrendered to the corporation. Notwithstanding
  the adoption of such a resolution by the board of directors, every holder of
  stock represented by certificates and, upon request, every holder of uncertificated
  shares, shall be entitled to have a certificate signed by, or in the name of
  the corporation by, the chairman or vice-chairman of the board of directors,
  or the president or vice-president, and by the treasurer or an assistant treasurer,
  or the secretary or an assistant secretary of such corporation representing
  the number of shares registered in certificate form. Any or all of the signatures
  on the certificate may be a facsimile. In case any officer, transfer agent or
  registrar who has signed or whose facsimile signature has been placed upon a
  certificate has ceased to be such officer, transfer agent or registrar before
  such certificate is issued, it may be issued by the corporation with the same
  effect as if he or she were such officer, transfer agent or registrar at the
  date of issue. </p>
<p>Certificates for shares shall be of such form and device as the board of directors
  may designate and shall state the name of the record holder of the shares represented
  thereby; its number; date of issuance; the number of shares for which it is
  issued; a summary statement or reference to the powers, designations, preferences
  or other special rights of such stock and the qualifications, limitations or
  restrictions of such preferences and/or rights, if any; a statement or summary
  of liens, if any; a conspicuous notice of restrictions upon transfer or registration
  of transfer, if any; a statement as to any applicable voting trust agreement;
  if the shares be assessable, or, if assessments are collectible by personal
  action, a plain statement of such facts.</p>
<p>Upon surrender to the secretary or transfer agent of the corporation of a certificate
  for shares duly endorsed or accompanied by proper evidence of succession, assignment
  or authority to transfer, it shall be the duty of the corporation to issue a
  new certificate to the person entitled thereto, cancel the old certificate and
  record the transaction upon its books.</p>
<p>The corporation may issue the whole or any part of its shares as partly paid
  and subject to call for the remainder of the consideration to be paid therefor.
  Upon the face or back of each stock certificate issued to represent any such
  partly paid shares, or upon the books and records of the corporation in the
  case of uncertificated partly paid shares, the total amount of the consideration
  to be paid therefor and the amount paid thereon shall be stated. Upon the declaration
  of any dividend on fully paid shares, the corporation shall declare a dividend
  upon partly paid shares of the same class, but only upon the basis of the percentage
  of the consideration actually paid thereon.</p>
<p>&nbsp;</p>
<hr>
<p>8.5 <u>SPECIAL DESIGNATION ON CERTIFICATES</u> </p>
<p>If the corporation is authorized to issue more than one class of stock or more
  than one series of any class, then the powers, the designations, the preferences
  and the relative, participating, optional or other special rights of each class
  of stock or series thereof and the qualifications, limitations or restrictions
  of such preferences and/or rights shall be set forth in full or summarized on
  the face or back of the certificate that the corporation shall issue to represent
  such class or series of stock; provided, however, that, except as otherwise
  provided in Section 202 of the General Corporation Law of Delaware, in lieu
  of the foregoing requirements there may be set forth on the face or back of
  the certificate that the corporation shall issue to represent such class or
  series of stock a statement that the corporation will furnish without charge
  to each stockholder who so requests the powers, the designations, the preferences
  and the relative, participating, optional or other special rights of each class
  of stock or series thereof and the qualifications, limitations or restrictions
  of such preferences and/or rights. </p>
<p>8.6 <u>LOST CERTIFICATES</u> </p>
<p>Except as provided in this Section 8.6, no new certificates for shares shall
  be issued to replace a previously issued certificate unless the latter is surrendered
  to the corporation and cancelled at the same time. The board of directors may,
  in case any share certificate or certificate for any other security is lost,
  stolen or destroyed, authorize the issuance of replacement certificates on such
  terms and conditions as the board may require; the board may require indemnification
  of the corporation secured by a bond or other adequate security sufficient to
  protect the corporation against any claim that may be made against it, including
  any expense or liability, on account of the alleged loss, theft or destruction
  of the certificate or the issuance of the replacement certificate. </p>
<p>8.7 <u>TRANSFER AGENTS AND REGISTRARS</u> </p>
<p>The board of directors may appoint one or more transfer agents or transfer
  clerks, and one or more registrars, each of which shall be an incorporated bank
  or trust company -- either domestic or foreign, who shall be appointed at such
  times and places as the requirements of the corporation may necessitate and
  the board of directors may designate. </p>
<p>8.8 <u>CONSTRUCTION; DEFINITIONS</u> </p>
<p>Unless the context requires otherwise, the general provisions, rules of construction
  and definitions in the General Corporation Law of Delaware shall govern the
  construction of these bylaws. Without limiting the generality of this provision,
  as used in these bylaws, the singular number includes the plural, the plural
  number includes the singular, and the term "person" includes both an entity
  and a natural person. </p>
<p>&nbsp;</p>
<hr>
<p align="center">ARTICLE IX</p>
<p align="center"><u>AMENDMENTS</u> </p>
<p align="left">The original or other bylaws of the corporation may be adopted,
  amended or repealed by the stockholders entitled to vote or by the board of
  directors of the corporation. The fact that such power has been so conferred
  upon the directors shall not divest the stockholders of the power, nor limit
  their power to adopt, amend or repeal bylaws. </p>
<p align="left">Whenever an amendment or new bylaw is adopted, it shall be copied
  in the book of bylaws with the original bylaws, in the appropriate place. If
  any bylaw is repealed, the fact of repeal with the date of the meeting at which
  the repeal was enacted or the filing of the operative written consent(s) shall
  be stated in said book.</p>
<p>&nbsp;</p>
<hr>
<p align="center">CERTIFICATE OF ADOPTION OF BYLAWS </p>
<p align="center">OF </p>
<p align="center">SOCKET COMMUNICATIONS, INC. </p>
<p align="center"><u>Adoption by Incorporator </u></p>
<p>The undersigned person appointed in the Certificate of Incorporation to act
  as the Incorporator of Socket Communications, Inc. hereby adopts the foregoing
  bylaws, comprising twenty-two (22) pages, as the Bylaws of the corporation.
</p>
<p>Executed this 11th day of May 1995. </p>
<p>&nbsp;</p>
<p>/s/ Christopher F. Boyd <br>
  Christopher F. Boyd, Incorporator</p>
<p>&nbsp;</p>
<hr>
<p align="center"><font
face="Times New Roman, Times, serif">CERTIFICATE OF AMENDMENT </font></p>
<p align="center"><font
face="Times New Roman, Times, serif">OF BYLAWS OF </font></p>
<p align="center"><font
face="Times New Roman, Times, serif">SOCKET COMMUNICATIONS, INC. <br>
  </font></p>
<p>The undersigned, being the Secretary of Socket Communications, Inc., a Delaware
  corporation, hereby certifies that the following Section 3.2 of the Bylaws of
  this corporation was amended on March 14, 2001, by the Board of Directors or
  the affirmative written consent of the shareholders, where applicable, to provide
  in its entirety as follows:</p>
<p>3.2 <u>NUMBER OF DIRECTORS</u> </p>
<p>The board of directors shall consist of seven (7) members. The number of directors
  may be changed by an amendment to this bylaw, duly adopted by the board of directors
  or by the stockholders, or by a duly adopted amendment to the certificate of
  incorporation." </p>
<p>&nbsp;</p>
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  <table height=135 cellspacing=0 cellpadding=0 width=96% align=left border=0>
    <tr>
      <td width=300 height=17 valign="top">
        <div align=left><font face="Times New Roman, Times, serif">Effective:
          March 14, 2001</font></div>
      </td>
      <td width=21 height=17>&nbsp;</td>
      <td width=30 height=17 valign="top"><font face="Times New Roman, Times, serif">By:
        <u>/s/ </u></font></td>
      <td width=379 height=17 valign="top"><font face="Times New Roman, Times, serif"><u>David
        W. Dunlap<br>
        </u>David W. Dunlap, Secretary<u><br>
        </u></font></td>
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<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<hr>
<p>&nbsp;</p>
<p align="center"><font
face="Times New Roman, Times, serif">CERTIFICATE OF AMENDMENT </font></p>
<p align="center"><font
face="Times New Roman, Times, serif">OF BYLAWS OF </font></p>
<p align="center"><font
face="Times New Roman, Times, serif">SOCKET COMMUNICATIONS, INC. <br>
  </font></p>
<p>The undersigned, being the Secretary of Socket Communications, Inc., a Delaware
  corporation, hereby certifies that Section 3.2 of the Bylaws of this corporation
  was amended on February 17, 2008, by the Board of Directors, to provide in its
  entirety as follows:</p>
<p>"3.2 NUMBER OF DIRECTORS </p>
<p>The board of directors shall consist of eight (8) members. The number of directors
  may be changed by an amendment to this bylaw, duly adopted by the board of directors
  or by the stockholders, or by a duly adopted amendment to the certificate of
  incorporation." </p>
<p>&nbsp;</p>
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    <tr>
      <td width=300 height=17 valign="top">
        <div align=left><font face="Times New Roman, Times, serif">Effective:
          February 17, 2008</font></div>
      </td>
      <td width=21 height=17>&nbsp;</td>
      <td width=30 height=17 valign="top"><font face="Times New Roman, Times, serif">By:
        <u>/s/ </u></font></td>
      <td width=379 height=17 valign="top"><font face="Times New Roman, Times, serif"><u>David
        W. Dunlap<br>
        </u>David W. Dunlap, Secretary<u><br>
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