WILDOMAR HOLDINGS, INC.

BY-LAWS

WILDOMAR HOLDINGS, INC. BY-LAWS

TABLE OF CONTENTS

ARTICLE ONE - OFFICES Section 1.1 Registered Office and Agent Section 1.2 Other Offices

Page

ARTICLE TWO -Section 2.1 Section 2.2 Section 2.3 Section 2.4 Section 2.5 Section 2.6 Section 2.7 Section 2.8 Section 2.9 Section 2.10

STOCKHOLDERS' MEETINGS Place of Meetings Annual Meetings Special Meeting Notice of Meetings Quorum Voting of Shares Proxies Presiding Officer Acjjournments Action of Stockholders

Without a Meeting

ARTICLE THREE - THE BOARD OF DIRECTORS Section 3.1 Section 3.2

Section 3.3 Section 3.4 Section 3.5 Section 3.6

General Powers Number, Election and Term of Office

Removal Vacancies Compensation Committees of the Board

of Directors

ARTICLE FOUR - MEETINGS OF THE BOARD OF DIRECTORS Section 4.1 Section 4.2 Section 4.3 Section 4.4 Section 4.5 Section 4.6 Section 4.7

Regular Meetings Special Meetings Place of Meetings Notice of Meetings Quorum Vote Required for Action Action by Directors Without

a Meeting

Section4.8 Section49

ARTICLEFIVE Section51 Section52

Adjournments Participation by Conference Telephone

NOTICEANDWAIVER Procedure Waiver

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6

6 6 6

ARTICLE S l ^ Section 6. Section 6. Section 6. Section 6̂ Section6 Section6 Section 6. Section 6. Section6 Section 6. Section6

OFFICERS 1 2 3 4 5 6 7 6 9 10 11

Section612

Number EiectionandTerm Compensation Removal Chairman President VicePresidents Secretary Treasurer Controller Assistant Secretary and

AssistantTreasurer Bonds

ARTICLE SEVEN DIVIDENDS Section71

Section72 Section7^3 Section74

Time and Conditions of Declaration

Reserves Stock Dividends Unissued Shares Stock Splits

ARTICLEEIGHT SHARES Sect ional

Section62 Section63

Section84 Section 8.5

Section36

Authorisation and Issuance of Shares

Stock Certificates RightsofCorporationwith

Respect to Registered Owners Transfer of Stock Lost̂ Stolen or Destroyed Certificates

FixingofRecordDate

9 9 9 9

10

10 10

10 10

11 11

Section87 Record Date if None Fixed

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ARTICLENINE Section 9.1 Section92

INDEMNIFICATION Indemnification Insurance

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ARTICLETEN BOOKSAND RECORDS Section 10.1 Inspection of Books and Records Section 102 FiscalYear Section 103 Seal Section10.4 Annual Statement

ARTICLEELEVEN S e c t i o n l l l Section112

AMENDMENTS Power to Amend By laws Conditions

12 12 12 12 12

12 12 13

IV

WILOOMARHOLDINGS^INC.

ARTICLE ONE

Offices

1.1 Principal Offices. The Board of Directors shall fix the location ofthe principal executive office ofthe corporation at any place within or outside the State of Delaware If the principal executive office Is located outside this Stated the Board of Directors shall fix and designateaprincipal business office in the State of Delaware

12 Other Offices The corporation may have offices at such place or places within or without the State of Delaware as the Board of Directors may from time to time appoint or the business ofthecorporation may require ormake desirable.

ARTICLETWO

Stockholders'Meetings

21 Place of Meetings. Meetings ofthe stockholders shall be held at any place within or outside the State of Delaware as set forth in the notice thereof 04 in the event ofa meeting held pursuantto waiver of notice, as may be set forth in the waiver 04 if no place issospecified,atthe registered office ofthe corporation

22 Annual Meetings Theannualmeetingofstockholdersshall be held onadateand at atimeasshallbedesignatedbytheBoardofDirectorsandstatedinthenoticeofthe meeting, forthepurposeofelectingdirectorsandtransactinganyandallbusinessthat may properly come before the meeting

23 Special Meetings Special meetings ofthe stockholders may be called at anytime by theChairman,ifany,thePresident,theBoard ofDirectors^ or by the holder offifty percent ^50^^or more of all the shares entitled to vote

2.4Notice of Meetings Unless waived as contemplated in Section52or by attendance atthemeeting,either in person or by proxy,for any purpose otherthan to object to the transaction of business,awritten or printed notice of each stockholders'meeting stating the place, day and hour of the meeting shall be delivered not less than ten days nor more than sixty days before the date thereof, either personally or by mail, by or at the direction oftheChairman,ifany,the President, the Secretary or other person calling the meeting, to each stockholder of record entitled to vote at such meeting Inthecaseofanannuaior

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substitute annual meeting,the notice ofthe meeting need not state the purpose or purposesofthe meeting unless the purpose or purposes constituteamatterwhich the Delaware General Corporation Law requiresto be stated in the notice ofthe meeting In the case ofaspecial meeting,the notice of meeting shall state the purpose or purposes forwhich the meeting is called

2.5 Quorum. At all meetings ofthe stockholders, the presence, in person or by proxy of the holders of more than onehalf ofthe shares outstanding and entitled to vote shall constituteaquorum Ifaquorum is present,ama^orlty ofthe shares outstanding and entitled to vote which are represented at any meeting shall determine any matter coming beforethe meeting unlessadifferentvote is required bystatute, bythe Certificate of Incorporation or by these bylaws^ Thestockholdersatameeting atwhichaquorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less thanaquorum if any action taken^other thanad^ournment^ is approved by at leastama^ority ofthe shares required to constitutea quorum

2.6 Voting of Shares. Except as othen^ise provided by statute orthe Certificate of IncorporatlonortheCertificateofPowers, Designations, Preferencesand Rights thereunder,each outstanding share having voting rights shall be entitled to one vote on each mattersubmlttedtoavote atameeting of stockholders except as othen^ise provided herein. Voting on all matters shall be by voice vote or by show of hands unless any qualified voter,priorto the voting on any matter,demandsavote by ballot, inwhich case each ballot shall statethe name ofthe stockholdervoting and the number of shares voted by such stockholder,and if such ballot be cast by proxy,it shall also state the name of such proxy.

27 Proxies Astockholder entitled to vote pursuantto Section26may vote in personor byproxyexecuted inwriting by the stockholder or by an attorneyinfacL Aproxy shall not be valid afterthree years from the date of its execution,unlessalonger period is expressly stated therein Ifthe validity of any proxy is questioned it must be submitted to the Secretary of the stockholders'meeting for examination ortoaproxy officer or committeeappointedbytheperson presiding atthe meeting. TheSecretaryofthe meeting or,if appointed,the proxy officer or committee, shall determine the validity or invalidity ofany proxy submitted and reference bythe Secretary in the minutes ofthe meeting shall constitute prima facie evidence ofthe facts stated for the purpose of establishingthepresenceofaquorumatsuch meeting and for all other purposes

2.3 Presiding Officer TheChairman,ifany,the President, or in the absence of both,a Vice President, shall serve as Chairman ofevery stockholders'meeting unless some

otherperson is elected to serve as Chairman byama^orityvote ofthe shares represented atthe meeting The Chairman shall appoint such person as he or she deems required to assist with the meeting

29 Adiournments. Anymeetingofthestockholders, whether or notaquorum is present, maybeadjourned by the holders ofamajority ofthe voting shares represented at the meeting to reconvene ataspecific time and place It shall not be necessary to give any notice ofthe reconvened meeting or ofthe business to be transacted,ifthe time and place ofthe reconvened meeting are announced atthe meeting which was adjourned, exceptthat ifthe adjournment is for more than thirty days, or if aftertheadjournmenta new record date is fixed forthe adjourned meeting,anotice ofthe adjourned meeting shall be given to each stockholder of record entitled to vote atthe meeting Atanysuch reconvened meeting atwhichaquorumisrepresented or present, any business may be transacted which could have been transacted at the meeting which was adjourned.

210 Action of Stockholders WithoutaMeeting Anyactionwhich may be taken ata meeting ofthe stockholders may be taken withoutameetingifawritten consent, setting forth the action authorised,shall be signed by each ofthe stockholders entitled to vote on such action Such written consent shall have the same effect asaunanimous vote ofthe stockholdersataspecial meeting called forthe purpose of considering the action authorised and shall be filed in the minute book ofthe corporation bythe officer having custody ofthe corporate books and records.

ARTICLETHREE

TheBoardofDirectors

31 General Powers. The business and affairs ofthe corporation shall be managed by the Board ofDirectors. In addition to the powers and authority expressly conferred upon it by these bylaws, the Board of Directors may exercise all such powers ofthe corporation and do all such lawful acts and things as are not by law,byalegal agreement among stockholders, bythe Certificate of Incorporation or bythese bylaws directed or required to be exercised or done by the stockholders.

3.2 Number Election andTerm of Office. The numberofdirectors ofthe corporation shall be not less than one nor more than eleven, the precise numberto be fixed by resolution ofthe stockholders orthe Board of Directors from time to time Exceptas provided in Section34, the directors shall be elected by the affirmative vote ofamajority ofthe shares represented atthe annual meeting Each director,except in case of death,

resignation, retirement, disqualification, or removal, shall serve until the next succeeding annual meeting and thereafter until his or her successor shall have been elected and qualified

3.3 Removal Any director may be removed from office with orwithout cause by the affirmative vote ofthe holders ofamajority ofthe shares entitled to vote at an election of directors Removal action may be taken at any stockholders'meeting with respect to which notice ofsuch purpose has been given or by written consent ofthe stockholders, andaremoved director's successor may be elected at the same meeting to serve the unexpired term

34 Vacancies. Avacancy occurring in the Board of Directors,except by reason of removal ofadirector,may be filled forthe unexpired term, and until the stockholders shall have electedasuccessor,by affirmative vote ofamajority ofthe directors remaining in officethoughlessthanaquorumofthe Board ofDirectorsorbyasole remaining director.

35 Comi^ensation Directors mav receive such compensation fortheirservices as may from timetotime be fixed by vote ofthe Board ofDirectors orthe stockholders Adirector may also serve the corporation inacapacity otherthan that ofadirector and receive compensation,as determined bythe Board ofDirectors forservices rendered in that other capacity.

3.6 Committees ofthe Board of Directors. TheBoardof Directors, by resolution adopted byamajorityofthefull BoardofDirectors, maydesignatefromamong its members an executive committee and one or more other committees,each consisting ofthree or more directors. Except as prohibited by law, each committee shall have the authority setforth in the resolution establishing said committee.

ARTICLEFOUR

MeetingsoftheBoardofDirectors

4.1 Regular Meetings. Regular meetings ofthe Board of Directors shall be held immediately afferthe annual meeting ofstockholders or any meeting held in lieu thereof In addition, the Board of Directors may schedule other meetings to occur at regular intervals throughout the year

4.2 Special Meetings. Special meetings ofthe Board of Directors may be called by or at therequestoftheChairman,ifany,the President, or in the absence ofboth bythe

Secretary ofthe corporation,or by anytwo directors in office atthattime, exceptthat whentheBoard ofDirectors consists of only one Director,then one director may calla special meeting

4 3 Place of Meetings Directors may hold their meetings at any place within or outside the State of Delaware as the Board of Directors may from time to time establish for regular meetings or as is set forth in the notice of special meetings or,in the event ofa meeting held pursuantto waiver of notice, as may be set forth in the waiver

44 NoticeofMeetinqs. No notice shall be required for any regularly scheduled meeting ofthe directors ofthe corporation.Unless waived as contemplated in Section 5.2,the Chairman,if any,the President orthe Secretary of the corporation or any directorthereof shall give notice to each director of each special meeting which notice shall state the time, place and purposes ofthe meeting.Such notice shall be given by maiiinganotice ofthe meeting at leastten days before the date ofthe meetings or bytelephone^ telegram, cablegram orfacsimile transmission or personal delivery at leasttwo days before the date ofthe meeting. Notice shall be deemed to have been given by telegram or cablegram at the time notice is filed with the transmitting agency. Attendance byadirector atameeting shall constitutewaiverofnoticeofsuch meeting,exceptwhereadirectorattendsa meeting forthe express purpose of objecting to the transaction of business because the meetingisnotlawfullycalled

4.5 Quorum. At meetings ofthe Board of Directors, more than onehalf ofthe directors then in office shall be necessary to constituteaquorum forthe transaction of business In nocaseshall lessthantwodirectorsconstituteaquorum,except that when the Board of Directors consists of only one director,then one director shall constituteaquorum.

4 6 Vote Reguired for Action. Except as othen^ise provided in these by laws or by law, the act ofamajority ofthe directors present atameeting at which there isaquorum shall be the act ofthe Board of Directors

4.7 Actionby Directors WithoutaMeeting Any action required or permitted to be taken at any meeting ofthe Board of Directors, or of any committee thereof, may be taken withoutameeting ifawrittenconsenttheretoshallbesignedbyallthedirectorsor members ofthe committee and such written consent is filed with the minutes ofthe proceedings ofthe Board orthe committee Such consent shall have the same force and effect asaunanimous vote ofthe Board ofDirectors ataduly called and duly constituted meeting

4 3 Adiournments Ameeting ofthe Board ofDirectors, whether or notaquorum is present, maybeadjourned byamajority ofthe directors present to reconvene ata

specific time and place Itshall notbe necessarytogive notice ofthe reconvened meeting or ofthe business to be transacted,otherthan by announcement at the meeting whichwasadjourned Atanysuch reconvened meeting atwhichaquorum is present, any business may be transacted which could have been transacted atthe meeting which was adjourned

4.9 Participation bv Conference Telephone. Members ofthe Board of Directors, or membersofanycommltteeoftheBoard of Directors, may participate inameeting ofthe Board of Directors or of such committee by means of conference telephone or similar communications equipment through which all persons participating in the meeting can hear each other Participation inameeting pursuantto this Section4.9 shall constitute presenceinpersonatsuchmeeting.

ARTICLEFIVE

Notice and Waiver

5.1 Procedure. Wheneverthese bylaws require notice to be given to any stockholder or director,thenoticeshallbegivenasprescribed in Section 2.4or4.4for any stockholder or director respectively Whenever notice Is given toashareholder or director by mail, the notice shall be sentfirst class mail by depositing the same inapost office or letter box inapostage prepaid sealed envelope addressed to the stockholder or director at his or her address as it appears on the books ofthe corporation,and such notice shall be deemed to have been given at the time the same is deposited in the United States Mail.

5.2 Waiver. Whenever any notice is required to be given to any stockholder or director bylaw, bytheCertificateoflncorporationorbythesebylaws,awaiverthereofinwnting signed by the director or stockholder entitled to such notice or by the proxy of such stockholder, whether before or afterthe meeting to which the waiver pertains, shall be deemed equivalent thereto

ARTICLE S l ^

Officers

6.1 Number The Officers ofthe corporation shall be elected bythe Board ofDirectors andmayconsistof, at the discretion ofthe Board of Directors,aChairman,aPresident, one or more Vice Presidents as determined or designated by the Board of Directors, a

Secretary andaTreasurer The Board of Directors may electaVice Chairman anda Controller and one or more ofthe following^ Assistant Secretary,AssistantTreasurer and Assistant Controller Anytwoormoreofficesmaybeheld bythe same person

The corporation may haveaGeneral Counsel who shall be appointed by the Board of Directors and shall have general supervision of all matters ofalegal nature concerning thecorporation,unless the Board of Directors has also appointedaGeneralTax Counsel, in which event the GeneralTax Counsel shall have general supervision of all tax matters ofalegal nature concerning the corporation.

Thecorporation may haveaChief Financial Officerwho shall be appointed bythe Board of Directors and shall have general supervision overthe financial affairs ofthe corporation

6.2 EiectionandTerm. All Officers shall be elected bythe Board of Directors and shall serve atthe will ofthe Board OfDirectors and until their successors have been elected and have qualified or until their earlier death, resignation, removal, retirement or disqualification

63 Compensation. The compensation ofall Officers ofthe corporation shall be fixed by theBoardofDirectors

6.4 Removal. Any Officer or agent elected by the Board of Directors may be removed by the Board of Directors at any meeting with respect to which notice of such purpose have beengiventothemembersthereof.

65 Chairman. TheChairman,if any,shall be the Chief Executive Officer ofthe corporation and subject to the overall direction and supervision ofthe Board of Directors^ and shall be in general charge ofthe affairs ofthe corporations and shall consult and advise with the Board of Directors on the business and the affairs of the corporation. The Chairman shall have the powerto make and execute contracts on behalfofthe corporation and to delegate such powerto others

6.6 President. The President shall have such powers and perform such duties as may be assigned by the Board of Directors or by the Chairman,if any. Intheabsenceor disability ofthe President, his or her duties shall be performed by such Vice President as the Chairman,if any,orthe Board of Directors may designate The President shall also have the powerto make and execute contracts on the corporation's behalfand to delegatesuchpowertoothers

67 VicePresidents The Vice President shall,in the absence or disability ofthe President, or at the direction ofthe President, perform the duties and exercise the powers

ofthe PresidenL Ifthe corporation has morethanoneVice President, the one designated bythe Board ofDirectors shall act in lieu ofthe PresidenL The Vice President shall perform whatever duties and exercise such powers as the Board of Directors may from time to time assign

63 Secretary The Secretary shall keep accurate records ofthe acts and proceedings of all meetings ofstockholders, directors and committees ofdirectors He or she shall have authority to give all notices required by law orthese by laws. He or she shall be custodian ofthe corporate books,records, contracts and other documents The Secretary may affix the corporate seal to any lawfully executed documents requiring it and shall sign such instruments as may require his or her signature The Secretary shall perform all functions on behalfofthe corporation in connection with the transfer ofshares, and such additional duties and have such additional powers as may be assigned to him orherfromtimetotime bythe Board ofDirectors

The Secretary shall keep, or cause to be kept, atthe principal executive office, as determined by resolution ofthe Board,ashare register showing the namesofall stockholders and their addresses, the number and classes of shares held by each, the numberand date ofcertificates Issued forthe same, and the numberand date of cancellation of every certificate surrendered for cancellation

69 Treasurer TheTreasurershall have custody of all funds and securities belonging to the corporation and shall receive, deposit or disburse the same underthe direction ofthe BoardofDirectors. TheTreasurershalikeepfull and true accounts ofall receipts and disbursements and shall make such reports of the same to the Board of Directors, the Chairman,If any,and the President upon requesL TheTreasurershall perform such additional duties and have such additional powers as may be assigned to him or herfrom time to time by the Board of Directors

610 Controller The Controller shall keep or cause to be kept in the books ofthe corporation provided forthatpurposeatrue account of all transactions and ofthe assets and liabilities ofthe corporation The Controller shall prepare and submit to the Chief Financial Officer periodic balance sheets, profit and loss statements and such other schedules as may be required to keep the Chief Financial Officer,the Chairman,ifany, and the President currently informed ofthe operations and financial condition ofthe corporation,cause adequate internal audits ofthe financial transactions ofthe corporation to be made, prepare and submit annual budgets, and perform such other duties as may be assigned by the Chief Financial Officer.

611 Assistant Secretarv and AssistantTreasurer. The Assistant Secretary and Assistant Treasurer shall,in the absence or disability ofthe Secretary ortheTreasurer, respectively,perform the duties and exercise the powers ofthose offices, and they shall,

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ingeneral,pe^ormsuchotherdutiesasshallbeassignedtothembytheBoardof Directors or by the person appointing them. Specifically,the Assistant Secretary may affixthe corporate seal to all necessary documents and attestthe signature ofany officer ofthecorporation

612 Bonds The Board ofDirectors may by resolution require any and all ofthe officers, agents or employees ofthe corporation to give bonds to the corporation,with sufficient suretyorsureties, conditioned on thefaithful performance ofthe duties oftheir respective offices or positions and to comply with such other conditions as may from time to time be required by the Board Of Directors.

ARTICLE SEVEN

Dividends

7.1 Time and Conditions of Declaration Dividends upon the outstanding shares ofthe corporation may be declared by the Board ofDirectors at any regular or special meeting and paid in cash, property or in shares of capital stock.

7.2 Reserves. Before the payment ofany dividend orthe making ofany distribution of profit, there shall be set aside out ofthe earned surplus or current net earnings ofthe corporation such sums as the Board of Directors from time to time In its absolute discretiondeemsproperasareservefundformeeting contingencies, topayand discharge Indebtedness, orto fulfill other purposes which the Board of Directors shall deem to be in the best interest ofthe corporation.

7.3 Stock Dividends Unissued Shares. Dividends may be declared by the Board of Directors and paid in the authorised but unissued shares ofthe corporation out ofany unreserved and unrestricted surplus ofthe corporations provided that such shares shall be issued at not less than the par value thereof, if any,and there shall be transferred to stated capital atthe time such dividend is paid an amount of surplus at least equal to the aggregate parvalue, if any,ofthe shares to be issued asadividend.

7.4 Stock Splits. Asplitordivision ofthe issued shares of any class intoagreater numberofsharesofthesameclasswithoutincreasingthestatedcapitalofthe corporation shall not be construed to beastock dividend within the meaning ofthis Article Seven.

ARTICLEEIGHT

Shares

3.1 Authorisation and Issuance of Shares. The maximum number of shares,ofany class, ofthe corporation which may be issued and outstanding shall be as setforth from time to time in the Certificate of Incorporation ofthe corporation. TheBoardofDirectors may,by resolution fixing the number of shares to be issued and the amount and kind of consideration to be received, increase or decrease the number of issued and outstanding shares ofthe corporation within the maximum authorised by the Certificate of Incorporation and the minimum requirements ofthe Certificate of Incorporation and of Delaware law

3.2 Stock Certificates. The interestofeach stockholdershall beevidenced bya certificate or certificates representing shares ofthe corporation which shall be in such form as the Board of Directors may from time to time adopt in accordance with the Delaware law. Stock ce^iflcates shall be consecutively numbered, shall be in registered form, and shall indicate the date of issue, and all such information shall be entered on the corporation's books. Each certificate for shares ofthe corporation,the transfer ofwhich is restricted by law, by these bylaws or by contract, shall bearaiegend conspicuously noting the existence of such restriction Each certificate shall be signed by the President oraVice President and the Secretary or an Assistant Secretary and shall be sealed with the seal ofthe corporation orafacsimile thereof̂ provided,however,that where such certificate issigned byatransfer agent, or registered byaregistrar,the signature of any such officer may be facsimile. In case any officer or officers who shall have signed or whosefacsimilesignatureshall have been placed uponastock cerfificate shall have ceased forany reason to be such officerorofficers ofthe corporation before such cerfificate is issued, such certificate may be issued by the corporation with the same effect as ifthe person or persons who signed such certificate orwhose facsimile signatures shall have been used thereon had not ceased to be such officer or officers

33 RightsofCorporationwith Respectto Registered Owners. Priorto due presentation fortransfer of registration of its shares, the corporation may treat the registered owner of the shares as the person exclusively entitled to vote such shares, to receive any dividend or other distribution with respect to such shares, and for all other purposes^ and the corporation shall not be bound to recognise any equitable or other claim to or interest in such shares on the part of any other person, whether or not It shall have express or other notice thereof, except as otherwise provided by law.

3 4 Transfer of Stock Transfers of shares, duly endorsed or accompanied by proper evidence of succession,assignation or authority to transfer,shall be made upon the transfer books ofthe corporation,kept atthe office ofthe Secretary ofthe corporation,

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only upon direction ofthe person named in the certificate, or by an attorney lawfully constituted inwriting^ andbeforeanewcertificateisissued,theoldcertificateshallbe surrendered for cancellation or,in the case ofacertificate alleged to have been lost, stolen,or destroyed,the provisions of Section35ofthese bylaws shall have been complied with.

35 LosL Stolen or Destroved Certificates. Any person claimingastock certificate to be lost, stolen or destroyed shall make an affidavit or affirmation ofthe fact in such manner as the Board of Directors may require andshall^ ifthe Board of Directors so requires, give the corporationabond of Indemnity in form and amount and with one or more sureties satisfactory to the Board of Directors, as the Board of Directors may require, whereupon an appropriate new certificate may be issued in lieu ofthe one alleged to have been lost, stolen or destroyed.

3.6 FixingofRecordDate. Forthe purpose ofdetermining stockholders entitled to notice of orto vote at any meeting of stockholders or any adjournment thereof, or entitled to receive paymentofanydividend,orin ordertomakeadetermination ofstockholders for anyotherproperpurpose, the Board ofDirectors mayfixinadvanceadate as the record date, such date to be not more than sixty ^60^ days ^and,in the case ofastockholders' meeting,not less than ten^lO^days^ priorto the date on which the particular action requiring such determination of stockholders is to be taken

3.7 Record Date if None Fixed. If no record date is fixed, as provided in Section 3.6 of these by-laws, then the record date for any determination of stockholders which may be proper or required by law, shall be the date on which notice Is mailed,in the case ofa stockholders'meetings the date on which the Board of Directors approvesaresolution declaringadividend,in the case ofapayment ofadividend^ and the date on which any otheraction,theconsummation ofwhich requiresadetermination ofstockholders, is to be taken, in the case of such action.

ARTICLENINE

Indemnification

91 Indemnification The corporation shall, to the maximum extent permitted by the Delaware General Corporation Law, indemnify each of its directors, officers, employees and agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason ofthe fact that any such person is orwasadirector,officer or agent ofthe corporation The corporation shall also have the authority, to the maximum extent permitted bythe

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Delaware General Corporation Law, to advance expenses incurred by any agent of the corporation otherthanadirector or officer In defending any proceeding

9 2 Insurance. The corporation shall have the authority to purchase and maintain insurance on behalf of any such directors, officers, employees or agents against any liability asserted against or incurred by such person in such capacitywhether or not the corporation would leave the powerto indemnify such persons against such liability under the laws ofthe State ofDelaware

ARTICLETEN

Books and Records

10.1 Inspection of Books and Records. The Board of Directors shall have powerto determine which accounts,books and records ofthe corporation shall be opened to the inspection of stockholders, except such as may by law be specifically open to Inspection, and shall have powertofix reasonable rules and regulations notin confiictwith the applicable law forthe inspection of accounts, books and records which by law or by determination ofthe Board ofDirectors shall be open to inspection.

10.2 FiscalYear Thefiscal yearofthe corporation shall end on March 31

10 3 Seal. The corporate seal shall be in such form as the Board of Directors may from time to time determine

10 4 Annual Statement The Board of Directors shall present at each annual meeting, and at any special meeting ofthe stockholders, when called for by the vote ofthe stock holders,afull and clear statement ofthe business and condition ofthe corporation

ARTICLEELEVEN

Amendments

111 Powerto Amend Bylaws The Board of Directors shall have powerto alter,amend or repeal these by laws or adopt new by laws, but any by laws adopted by the Board of Directors may be altered, amended or repealed, and new by laws adopted by the stockholders. The stockholders may prescribe that any by law or by laws adopted by them shall not be altered, amended or repealed by the Board of Directors

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112 Conditions Actiontakenbythestockholderswith respectto by-laws shall betaken by an affirmative vote ofamajority of all shares entitled to elect directors, and action by the Board ofDirectors with respectto bylaws shall be taken by an affirmative vote ofa majority of all directors then holding office.

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OFFICER'SCERTIFICATE

The undersigned certifies^

^I^Thatthe undersigned is the duly elected and acting Secretary ofWildomar Holdings, lnc,aDelaware corporations and

^2^ Thatthe foregoing ByLaws constitute the ByLaws of said corporation as duly adopted by Unanimous Written Consent ofthe Board ofDirectors as ofthe 23^ day of ^une,1999

IN WITNESS WHEREOF,lhave hereunto subscribed my name as ofthe 23^ day of^une,1999

^naldN.^acol Executive Vice^^sident, General Counsel and Secretary