BY-LAWS

OF

BTOP USA CORP.

ARTICLE I

IDENTIFICATION

Section 1.                                            Name.  The name of the corporation is BTOP USA Corp. (the Corporation).

Section 2.                                            Seal.  Upon the seal of the Corporation shall appear the name of the Corporation and the state and year of incorporation and the words Corporate Seal.

Section 3.                                            Offices.  The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.  The Corporation may also have other offices at such other places, either within or without the State of Delaware, as the Board of Directors of the Corporation may determine or as the activities of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.                                            Place of Meetings.  Meetings of the stockholders shall be held at such place, either within or without the State of Delaware, as may be fixed from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.                                            Annual Meeting.  The annual meeting of stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meeting the stockholders shall elect the members of the Board of Directors, and transact such other business as may properly be brought before it.

Section 3.                                            Special Meeting.  Special meetings of the stockholders may be called by the Board of Directors or the President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors.  Such request shall state the purpose or purposes of the proposed meeting.

Section 4.                                            Notice and Waiver.  Written notice of a meeting of stockholders, stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days prior to such meeting to each stockholder of record entitled to vote at such meeting by leaving such notice with such person personally or by transmitting such notice with confirmed delivery (including, by telex, telecopier, cable or other form of recorded communication,

provided that delivery of such notice in written form is confirmed) to such persons residence or usual place of business, or by depositing such notice in the mails in a postage prepaid envelope addressed to such person at such persons post office address as it appears on the corporate records of the Corporation.  Notice of any meeting of stockholders may be waived in writing by any stockholders entitled to vote at such meeting.  Attendance at a meeting by any stockholder 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.

Section 5.                                            Stockholder List.  The Secretary or such other officer who shall have been given charge of the stock ledger of the Corporation shall, at least ten days before each meeting of stockholders, prepare a complete alphabetically arranged list of the stockholders entitled to vote at the meeting, with the number of shares held by each.  Said 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 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 be available for inspection at the meeting.  Upon the willful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting.

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