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Table of Contents


Article 1 Offices			1
Section 1.1 Registered Office			1
Section 1.2 Other Offices			1

Article 2 Stockholders Meetings			1
Section 2.1 Place of Meetings			1
Section 2.2 Annual Meetings			2
Section 2.3 Special Meetings			2
Section 2.4 Notice of Meetings			2
Section 2.5 Quorum and Voting			3
Section 2.6 Voting Rights			4
Section 2.7 Voting Procedures and Inspectors of Elections			5
Section 2.8 List of Stockholders			6
Section 2.9 Stockholder Proposals at Annual Meetings			6
Section 2.10 Nominations of Persons for Election to the Board of Directors			7
Section 2.11 Stockholder Action by Written Consent Without a Meeting			8

Article 3 DIRECTORS			8
Section 3.1 Number and Term of Office			8
Section 3.2 Powers			9
Section 3.3 Vacancies			9
Section 3.4 Resignations and Removals			9
Section 3.5 Meetings			9
Section 3.6 Quorum and Voting			10
Section 3.7 Action Without Meeting			10
Section 3.8 Fees and Compensation			10
Section 3.9 Committees			11

Article 4 OFFICERS			12
Section 4.1 Officers Designated			12
Section 4.2 Tenure and Duties of Officers			12

Article 5 EXECUTION OF CORPORATE INSTRUMENTS, AND VOTING OF SECURITIES OWNED BY THE CORPORATION			13
Section 5.1 Execution of Corporate Instruments			13
Section 5.2 Voting of Securities Owned by Corporation			14

Article 6 SHARES OF STOCK			14
Section 6.1 Form and Execution of Certificates			14
Section 6.2 Lost Certificates			15
Section 6.3 Transfers			15
Section 6.4 Fixing Record Dates			15
Section 6.5 Registered Stockholders			16

Article 7 OTHER SECURITIES OF THE CORPORATION			16

Article 8 CORPORATE SEAL			17


Article 9 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS			17
Section 9.1 Right to Indemnification			17
Section 9.2 Authority to Advance Expenses			18
Section 9.3 Right of Claimant to Bring Suit			18
Section 9.4 Provisions Nonexclusive			18
Section 9.5 Authority to Insure			19
Section 9.6 Survival of Rights			19
Section 9.7 Settlement of Claims			19
Section 9.8 Effect of Amendment			19
Section 9.9 Subrogation			19
Section 9.10 No Duplication of Payments			19

Article 10 NOTICES			19

Article 11 AMENDMENTS			20

BYLAWS

XCORPOREAL, INC.

ARTICLE 1

OFFICES

Section 1.1 Registered Office.

The registered office of the corporation in the State of Delaware shall be 615 DuPont Highway, Dover, Delaware 19901, County of Kent. The name of the registered agent is at such address is National Corporate Research, Ltd.

Section 1.2 Other Offices.

The corporation shall also have and maintain an office or principal place of business at such other place as the Board of Directors may determine from time to time, and may also have offices at such other places, both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE 2

STOCKHOLDERS MEETINGS

Section 2.1 Place of Meetings.

(a) Meetings of stockholders may be held at such place, either within or without this State, as may be designated by or in the manner provided in these bylaws or, if not so designated, as determined by the Board of Directors. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by paragraph (b) of this Section 2.1.

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