2GO Group, Inc. By-Laws

(As amended by a majority of the Board of Directors on 10 June 2005 andstockholders representing at least a majority of the outstanding capital stock of theCorporation on 17 June 2005)Section 7. QUORUM. A quorum at any meeting of the directors shall consistof a majority of the number of directors fixed in the Articles of Incorporation. Amajority of such quorum shall decide any question that may come before themeeting and shall be considered a valid corporate act except for the electionof officers which shall require the vote of a majority of all the members of the Board.In the absence of a quorum, a majority of the directors present may adjourn anymeeting from time to time until a quorum be had. Notice of any adjourned meetingneed not be given.Section 8. CONDUCT OF THE MEETINGS. Meetings of the Board of Directorsshall be presided over the Chairman of the Board or, in his absence, the Vice-Chairman and in the absence of both the Chairman and the Vice-Chairman, thePresident, or if none of the foregoing is in office and present and acting, by anyother director chosen by the Board. The Secretary shall act as secretary inevery meeting, and if he is unable to do so, the Assistant Secretary shall act asthe secretary of the meeting and in both their absences, the chairman ofthe meeting shall appoint a secretary of the meeting.(As amended by a majority of the Board of Directors on 10 June 2005 andstockholders representing at least a majority of the outstanding capital stock of theCorporation on 17 June 2005)Section 9. RESIGNATIONS. Any director of the Corporation may resign atany time by giving written notice to the President or the Secretary of theCorporation. The resignation of any director shall take effect as of the date of itsacceptance by the Board of Directors.Section 10. VACANCIES. Any vacancy in the Board other than by removal bythe stockholders or by expiration of the term, may be filled by the vote of at least amajority of the remaining directors, if still constituting a quorum; otherwise, thevacancy must be filled by the stockholders called for the purpose. A director soelected to fill a vacancy shall be elected only for the unexpired term ofhis predecessor in office. Any directorship to be filled by reason of an increasein the number of directors or due to the removal of a director by thestockholders in the manner provided by law shall be filled by an election at aregular or at a special meeting of the stockholders duly called for thepurpose, or in the same meeting authorizing such increase or removal ofdirectors.10