Amended By-Laws July 1, 1998

AMENDED AND RESTATED

BY-LAWS OF

PETROTECHNICAL OPEN SOFTWARE CORPORATION

July 1, 1998

ARTICLE 1 - NAME

The name by which the Corporation shall be known is "Petrotechnical Open Software Corporation."

ARTICLE 2 - PURPOSES

The purpose of the Corporation is to make available to the exploration and production segments of the petroleum industry an open, integrated software platform, including developing specifications for an integrated data model; providing a set of test suites to permit vendors to evaluate their offerings against those specifications; certifying industry offerings to be in compliance with such specifications; delivering software offerings consistent with specifications to the extent required to supplement available industry offerings; and offering complementary consulting and technical services.

ARTICLE 3 - MEMBERSHIP

3.1   Members. All corporations, other business entities, governmental agencies, not-for-profit organizations and academic institutions with an interest in the exploration and production aspects of the petroleum industry may become Members of the Corporation upon payment of the annual dues established for Members by the Board of Directors. The Board of Directors, from time to time, shall have the authority to designate the qualifications, rights, privileges and responsibilities of Members. Each Member shall remain a Member for so long as it pays the applicable dues and otherwise remains a Member in good standing of the Corporation. All Members shall have the right to vote on such matters established by law, the Certificate of Incorporation and these By-laws.

3.2   Continuance of Membership. The rights, powers and privileges of membership in the Corporation:

1. shall immediately terminate with respect to a Member upon death or resignation from the Corporation;

2. may not be sold, pledged, encumbered, assigned or otherwise transferred by any Member in any manner whatsoever;

3. shall immediately terminate with respect to a Member upon a three-fourths vote by the Board of Directors entitled to vote to expel such Member if the Board of Directors determines, in its sole judgment, that such Member is not acting in the best interests of the Corporation.

The Board of Directors shall set forth in writing the reason(s) for any decision to terminate a Member pursuant to Section 3.2.c. Any Member proposed to be terminated shall be entitled to written notice, specifying the grounds for such proposed termination, given at least thirty days prior to the meeting at which such termination is to be voted upon, and shall be entitled to appear before and be heard at such meeting.

3.3   Eligibility for Membership. Except as otherwise specifically provided in these By-laws, all questions of good standing, eligibility for membership, and rights, privileges and responsibilities of Members shall be as set forth in the Certificate of Incorporation, these By-laws or as determined by the Board of Directors.

3.4   Affiliated Entities. For purposes of these By-laws, a Member shall be deemed to include any corporation, other business entity, governmental agency, not-for-profit organization or academic institution controlling, controlled by or under common control with such Member, where "control" shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise. No corporation, other business entity, governmental agency, not-for-profit organization or academic institution which controls, is controlled by or is under common control with a Member may become a Member of the Corporation.

3.5   Government Agency. For purposes of these By-laws, "government agency" shall not include any business entity dedicated to the exploration, production and/or sale of petroleum or petroleum related products which is operated by any foreign or domestic government entity. Rather, such entities shall be considered "Oil Companies" for purposes of Section 6.4 of these By-laws and "For Profit Organizations" for purposes of Section 4.1 of these By-laws.

ARTICLE 4 - DUES

4.1   Membership Dues Classification. Members of the Corporation shall pay annual dues to the Corporation according to their industry classification and size (based on annual gross revenues) in such amounts as the Board of Directors may from time to time determine. The level of dues for Members beginning in calendar year 1999 shall be as set forth on Exhibit A to these By-laws. For purposes of this Section 4.1, gross revenues shall be calculated as of the end of the Member’s most recently completed fiscal year immediately prior to the year in which the Member joins the Corporation. Thereafter, Member revenues will be reviewed on such periodic basis as the Corporation’s management may reasonably determine, to assure equitable and consistent assessment of the membership.

In certain situations in which the gross revenues of a Member are not readily ascertainable from certified financial statements or similar sources or, if ascertainable, do not fairly reflect the magnitude of such Member’s operations, the Board of Directors may, in its sole judgment, make equitable adjustments deemed to the gross revenues of such Member for the purpose of determining the annual dues payable by such Member, so that the annual dues payable by such Member are more commensurate with the actual level of such Members’s operations. The Board of Directors shall also, in its sole judgment, have the authority to make adjustments from time to time to the level of dues for Members.

4.2   Payment. The Corporation shall issue each Member a statement for annual dues in the applicable amount for the succeeding one-year period no fewer than 45 days prior to each anniversary of the date upon which such Member was most recently admitted as a Member of the Corporation, which statement shall be payable in such amounts and at such times as the Board of Directors may from time to time determine.

4.3   Default and Suspension. Each Member that fails to pay its annual dues within 30 days after issuance of a statement therefor will be given written notice of delinquency by the Treasurer of the Corporation. If any amounts remain unpaid 15 days after dispatch of said written notice of delinquency, then all rights, powers and privileges of such Member as a member of the Corporation shall be automatically and immediately suspended until such amount is paid in full, at which time such Member shall be automatically and immediately reinstated. Notwithstanding the continuance of such suspension, such Member shall remain liable for the payment of all amounts in respect of dues otherwise accruing and/or becoming payable by such Member during such suspension period. If any amounts remain unpaid 60 days after dispatch of said written notice of delinquency, then such Member shall automatically lose all rights and privileges as a Member of the Corporation (but excluding the right to receive any credit for its contribution against existing or future licensing fees to which the Member is entitled on the date of such action).

ARTICLE 5 - MEETINGS OF MEMBERS

5.1   Annual Meeting. All Members of the Corporation shall meet in an annual meeting at least once each year at such place(s) within or without the state of Delaware and at such time(s) as the Board of Directors shall designate. At the annual meeting, the Members shall elect the Directors of the Corporation in accordance with Article 6 of these By-laws. Members may join and participate in the activities of the Special Interest Groups (as defined below) at the annual meeting, and there shall be a conference concerning the activities of the Corporation for the benefit of all Members. The Members shall also consider any other proper business at the annual meeting. If no annual meeting is held in accordance with the foregoing provisions, the Board of Directors shall cause the meeting to be held as soon thereafter as convenient. If no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu of the annual meeting, and any action taken at that special meeting shall have the same effect as if it had been taken at the annual meeting, and in such case all references in these By-laws to the annual meeting of the Members shall be deemed to refer to such special meeting.

5.2   Special Meetings. Special meetings of the Members of the Corporation shall be called by the Chief Executive Officer or the Board of Directors and shall be held at such place(s) within or without the State of Delaware as may be determined by the Chief Executive Officer, provided that the time so specified shall permit the giving of notice as hereinafter provided in Section 5.3.

5.3   Notice of Meetings. Except as otherwise provided by law, written notice of each meeting of Members shall be given not less than 10 nor more than 60 days before the date of the meeting to each Member entitled to vote at such meeting. The notices of all meetings shall state the place, date and hour of the meeting. The notice of a special meeting shall state, in addition, the purpose or purposes for which the meeting is called. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the Member at his address as it appears on the records of the Corporation.

5.4   Quorum. Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, one-third of the Members entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business.

5.5   Adjournments. Any meeting of Members may be adjourned to any other time and to any other place at which a meeting of Members may be held under these By-laws by the Members present or represented at the meeting and entitled to vote, although less than a quorum, or, if no Member is present, by any officer entitled to preside at or to act as Secretary of such meeting. It shall not be necessary to notify any Member of any adjournment of less than 30 days if the time and place of the adjourned meeting are announced at the meeting at which adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

5.6   Voting and Proxies. Each Member shall have one vote on all matters submitted for the vote of the Members. Each Member entitled to vote at a meeting of Members may vote in person or may authorize another person or persons to vote for him by written proxy executed by the Member or his authorized agent and delivered to the Secretary of the Corporation. No such proxy shall be voted or acted upon after three years from the date of its execution, unless the proxy expressly provides for a longer period. There shall be no cumulative voting.

5.7   Action at Meeting. When a quorum is present at any meeting, the majority of the Members present and entitled to vote on a matter shall decide any matter to be voted upon by the Members at such meeting, except when a different vote is required by express provision of law, the Certificate of Incorporation or these By-laws. When a quorum is present at any meeting, any election by Members shall be determined by a plurality of the votes cast on the election.

ARTICLE 6 - BOARD OF DIRECTORS

6.1   Powers. The property, affairs, business and general administration of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors shall possess all of the powers of the governing body of a not-for-profit membership corporation under the Delaware General Corporation Law. The Board of Directors shall determine policy of the Corporation and administer its application within the framework of the By-laws, shall create committees and dissolve them, shall approve annual budgets and special disbursements, may retain an independent auditor to review the books of the Corporation annually and shall set the amounts of annual dues. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law, the Certificate of Incorporation or these By-laws may exercise the power of the full Board until the vacancy is filled.

6.2   Number and Qualification.

1. The number of voting Members who shall constitute the whole Board of Directors of the Corporation shall initially be fixed at eleven (11). The number of directors may be increased at any time by a vote of the majority of the Members or by a majority of the directors then in office, upon which increase the Members or directors, as the case may be, shall adjust the distribution set forth in Section 6.4.d of these By-laws. The number of directors may be decreased at any time by a vote of the majority of the directors then in office, but only to eliminate vacancies existing by reason of the death, resignation, removal or expiration of the term of one or more directors.

2. Any director nominated from an industry sector (as described in Section 6.4 below) must continue to be employed at least half-time in such industry sector during his or her entire tenure as a director. Any director who was nominated by the Corporation must be a full-time employee of the Corporation during his or her entire tenure as a director.

6.3   Classes and Terms of Directors. The Board of Directors shall be divided into three classes: Class I, Class II and Class III. Each director shall serve for a term ending on the date of the third annual meeting of Members following the annual meeting at which such director was elected, provided that each initial director in Class I shall serve for a term ending on the date of the annual meeting of Members in 1998, each initial director in Class II shall serve for a term ending on the date of the annual meeting of Members in 1999, and each initial director in Class III shall serve for a term ending on the date of the annual meeting of Members in 2000. The Board of Directors shall determine into which class each of the directors of the Corporation in office on the date of the enactment of these By-laws shall be placed.

6.4   Manner of Election of Directors.

1. At each annual meeting of Members, the Members shall elect directors to fill the positions of any directors whose terms are then expiring.

2. Nominations for director positions shall be solicited as follows: No later than ninety (90) days prior to the date scheduled for the annual meeting of Members, an officer of the Corporation shall distribute to the Members a nominating ballot soliciting the nomination of one or more director nominees who are employed by companies or organizations in those industry sectors (as defined in paragraph c. below) for which vacancies on the Board will be filled at the annual meeting (as set forth in paragraph d. below). No Member may nominate more than one director nominee per industry sector. Directors then serving in office may be nominated for successive terms as directors. Each nominee must be the employee of a Member, but not necessarily the Member nominating such nominee. In order to be considered, nominations must be received by the President or Treasurer of the Corporation no later than thirty-five (35) days prior to the date scheduled for the annual meeting of Members, or by such earlier date as is determined by the President to be required to give the Corporation sufficient time to prepare ballot and proxy materials for distribution to the members in accordance with Section 6.4.e below, provided that all Members are notified in writing of such earlier date on or before the 60^th day preceding to the date scheduled for the annual meeting of Members. Each such nomination shall set forth (i) the name and business address of the nominee, (ii) the principal occupation or employment of such nominee, (iii) the name of the Member nominating such nominee, (iv) the educational and employment background of the nominee, if known by the Member, (v) any relationship between the nominee and any other Member or industry organization, and (vi) any other information concerning the nominee that the Member deems relevant.

3. Nominees shall be classified according to the industry sector of the Members by whom they have been nominated. For purposes of this Section 6.4, the three industry sectors are as follows:

   Oil Company Members	Members which shall have derived more than fifty percent (50%) of their gross revenues from the exploration, production, processing, refining, storage, transportation, distribution or sale of petroleum products.
   Commercial Members	For-profit or commercial companies or entities other than Oil Company Members.
   Non-Profit Members	Not for profit companies, governmental agencies (subject to Section 3.5) and academic institutions.

   If the term of no director in a particular industry sector will expire at a particular annual meeting of Members, then the Corporation shall not solicit nominations in such industry sector for such annual meeting.

   No more than one employee of any particular company or organization may serve on the Board of Directors at any given time. In the event that the Corporation receives nominations for two or more nominees who are employed by the same company or organization, the Chief Executive Officer of the Corporation will have the right, after consultation with the Member employing such persons, to select which of the nominees will appear on the ballot distributed by the Corporation.

4. The directors of each Class elected following the adoption of these Bylaws shall be allocated among the three industry sectors as follows:

   	Class I	Class II	Class III	Total
   Oil Company	2	1	2	5
   Commercial	1	2	1	4
   Non-Profit	1	0	0	1
   TOTAL	4	3	3	10

   In addition, in years in which Class III directors are elected, one additional Class III director may be nominated by the Corporation, and the Corporation will not be required to solicit nominations from the Members for such position. Such Class III director may be an officer of the Corporation.

   To illustrate the foregoing nomination process: at any annual meeting of Members at which the Class I directors will be elected, two of the directors will be elected from the nominees employed by Oil Company Members, one will be elected from the nominees employed by Commercial Members and one will be elected from the nominees employed by Non-Profit Members; at any annual meeting of Members at which the Class II directors will be elected, one of the directors will be elected from the nominees employed by Oil Company Members and two will be elected from the nominees employed by Commercial Members; and at any annual meeting of Members at which the Class III directors will be elected, two of the directors will be elected from the nominees employed by Oil Company Members, one will be elected from the nominees employed by Commercial Members, and one will not be restricted to any industry sector.

5. No later than thirty (30) days prior to the date scheduled for the annual meeting of Members, the Corporation shall distribute to the Members a ballot and proxy statement listing all nominees for director, designated by industry sector, and including the information required to be provided by the nominating Member under paragraph b. above (as such information may be summarized and/or supplemented by the Corporation), but excluding the identity of the Member nominating such nominee. At the annual meeting of Members, each Member may cast one vote for each director position, notwithstanding the industry sector of the Member, or whether the Member has nominated a director nominee. Thus, for example, at any annual meeting of Members at which the Class I directors shall be elected, each Member shall be entitled to cast votes for up to four Class I director positions, up to two of whom are employed by Oil Company Members, up to one of whom is employed by Commercial Members, and up to one of whom is employed by Non-Profit Members. There will be no cumulative voting.

6.5   Resignation. Any director may resign by delivering his or her written resignation to the Corporation at its principal office or to the Chief Executive Officer or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

6.6   Removal. Any director may be removed for cause by a vote of three-fourths of the Members then entitled to vote at an election of directors. In addition, in the event that a director ceases to comply with the qualifications for directorship set forth in Section 6.2.b above, such director will, upon such cessation, automatically cease to be a member of the Board of Directors.

6.7   Vacancies. Unless and until filled by the Members, any vacancy in the Board of Directors, however occurring, including a vacancy resulting from an enlargement of the Board, may be filled by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director; provided that (a) the new director is employed in the industry sector corresponding to such director position and (b) no two directors may be employed by the same company or corporate group. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office, and a director chosen to fill a position resulting from an increase in the number of directors shall hold office until the expiration of the term corresponding to his or her class and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.

6.8   Presiding Director. The Chairman of the Board of the Corporation shall preside at all meetings of the Board of Directors.

6.9   Committees. The Board of Directors may, by resolution passed by a majority of the whole Board entitled to vote, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members of the committee present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors and subject to the provisions of the General Corporation Law of the State of Delaware, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each such committee shall keep minutes and make such reports as the Board of Directors may from time to time request. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these By-laws for the Board of Directors.

6.10   Compensation of Directors. Directors may be paid such compensation for their services and such reimbursement for expenses of attendance at meetings as the Board of Directors may from time to time determine. No such payment shall preclude any director from serving the Corporation or any of its parent or subsidiary corporations in any other capacity and receiving compensation for such service.

ARTICLE 7 - MEETINGS OF DIRECTORS

7.1   Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place, either within or without the State of Delaware, as shall be determined from time to time by the Board of Directors, provided that any director who is absent when such a determination is made shall be given notice of the determination. A regular meeting of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of Members.

7.2   Special Meetings. Special meetings of the Board of Directors may be held at any time and place, within or without the State of Delaware, designated in a call by the Chairman of the Board, the Chief Executive Officer or two or more directors entitled to vote.

7.3   Notice of Special Meetings. Notice of any special meeting of directors shall be given to each director by the Secretary or by the officer or one of the directors calling the meeting. Notice shall be duly given to each director (i) by giving notice to such director in person or by telephone at least 48 hours in advance of the meeting, or (ii) by sending a telecopy, telegram or telex, or delivering written notice by hand, to his last known business or home address at least 72 hours in advance of the meeting. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting.

7.4   Meetings by Telephone Conference Calls. Directors or any members of any committee designated by the directors may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.

7.5   Quorum. A majority of the total number of the whole Board of Directors entitled to vote shall constitute a quorum at all meetings of the Board of Directors. In the absence of a quorum at any such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present.

7.6   Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, the vote of a majority of those present entitled to vote shall be sufficient to take any action, unless a different vote is specified by law, these By-laws or the Certificate of Incorporation.

7.7   Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee of the Board of Directors may be taken without a meeting, if all members of the Board or committee entitled to vote, as the case may be, consent to the action in writing, and the written consents are filed with the minutes of proceedings of the Board or committee.

ARTICLE 8 - OFFICERS

8.1   Enumeration. The officers of the Corporation shall consist of a President, a Secretary, a Treasurer and such other officers with such other titles as the Board of Directors shall determine or as are described in these By-laws, including one or more Vice Presidents, Assistant Treasurers and Assistant Secretaries. The Board of Directors may appoint such other officers as it may deem appropriate.

8.2   Election. The President, Treasurer and Secretary shall be elected annually by the Board of Directors at its first meeting following the annual meeting of Members. Other officers may be appointed by the Board of Directors at such meeting or at any other meeting.

8.3   Qualification. No officer need be a Member. Any two or more offices may be held by the same person, except as provided in Sections 8.7 and 8.8.

8.4   Tenure. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-laws, each officer shall hold office until his successor is elected and qualified, unless a different term is specified in the vote choosing or appointing him, or until his earlier death, resignation or removal.

8.5   Resignation and Removal. Any officer may resign by delivering his written resignation to the Corporation at its principal office or to the Chief Executive Officer or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

Any officer may be removed at any time, with or without cause, by vote of a majority of the Board of Directors.

Except as the Board of Directors may otherwise determine, no officer who resigns or is removed shall have any right to any compensation as an officer for any period following his resignation or removal, or any right to damages on account of such removal, whether his compensation be by the month or by the year or otherwise, unless such compensation is expressly provided in a duly authorized written agreement with the Corporation.

8.6   Vacancies. The Board of Directors may fill any vacancy occurring in any office for any reason and may, in its discretion, leave unfilled for such period as it may determine any offices other than those of President, Treasurer and Secretary. Each such successor shall hold office for the unexpired term of his predecessor and until his successor is elected and qualified, or until his earlier death, resignation or removal.

8.7   Chairman of the Board. The Board of Directors shall appoint a Chairman of the Board, who shall be elected by the Board of Directors at its first meeting following the annual meeting of Members, or at such other time as the Board of Directors may approve. The Chairman of the Board shall not serve in any other officer position of the Corporation. The Chairman of the Board shall perform such duties and possess such powers as are assigned to him by the Board of Directors.

8.8   Vice Chairman of the Board. The Board of Directors shall appoint a Vice Chairman of the Board, who shall be elected by the Board of Directors at its first meeting following the annual meeting of Members, or at such other time as the Board of Directors may approve. The Vice Chairman of the Board shall not serve in any other officer position of the Corporation. The Vice Chairman of the Board shall perform such duties and possess such powers as are assigned to him by the Board of Directors and, in the absence of the Chairman of the Board, the Vice Chairman of the Board shall perform such duties and possess such powers as are assigned to the Chairman of the Board in these By-laws.

8.9   Chief Executive Officer. Unless otherwise provided by the Board of Directors, the President shall be the Chief Executive Officer of the Corporation. The Chief Executive Officer shall perform such duties and shall have such other powers as the Board of Directors may from time to time prescribe. Unless otherwise provided by the Board of Directors, he or she shall preside at all meetings of the Members.

8.10   President. The President shall, subject to the direction of the Board of Directors, have general charge and supervision of the business of the Corporation. In the event that there is no Chief Executive Officer of the Corporation, the President shall perform such duties and possess such powers as are assigned to the Chief Executive Officer in these By-laws.

8.11   Vice Presidents. Any Vice President shall perform such duties and possess such powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe. One Vice President shall be designated by the Board of Directors to perform the duties and exercise the powers of the President in the event of the President’s absence or disability.

8.12   Secretary. The Secretary shall perform such duties and shall have such powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of the secretary, including the duty and power to give notices of all meetings of Members and special meetings of the Board of Directors, to attend all meetings of Members and the Board of Directors and keep a record of the proceedings, and to be custodian of corporate records and the corporate seal.

In the absence of the Secretary at any meeting of Members or directors, the person presiding at the meeting shall designate a temporary secretary to keep a record of the meeting.

8.13   Treasurer. The Treasurer shall perform such duties and shall have such powers as may from time to time be assigned to him by the Board of Directors or the Chief Executive Officer. In addition, the Treasurer shall perform such duties and have such powers as are incident to the office of treasurer, including without limitation the duty and power to keep and be responsible for all funds and securities of the Corporation, to deposit funds of the Corporation in depositories selected in accordance with these By-laws, to disburse such funds as ordered by the Board of Directors, to make proper accounts of such funds, and to render as required by the Board of Directors statements of all such transactions and of the financial condition of the Corporation.

8.14   Salaries. Officers of the Corporation shall be entitled to such salaries, compensation or reimbursement as shall be fixed or allowed from time to time by the Board of Directors or the appropriate committee of the Board of Directors.

ARTICLE 9 - SPECIAL INTEREST GROUPS

9.1   Powers. The Board of Directors may, from time to time, establish Special Interest Groups which shall advise the Chief Executive Officer and other corporate officers on matters of policy and interest to the general membership. Membership in each such Special Interest Group shall be open to all Members of the Corporation. The Chief Executive Officer shall also be a member of each of the Special Interest Groups, ex officio.

ARTICLE 10 - GENERAL PROVISIONS

10.1   Fiscal Year. Except as from time to time otherwise designated by the Board of Directors, the fiscal year of the Corporation shall begin on the first day of January in each year and end on the last day of December in each year.

10.2   Corporate Seal. The corporate seal shall be in such form as shall be approved by the Board of Directors.

10.3   Waiver of Notice. Whenever any notice whatsoever is required to be given by law, by the Certificate of Incorporation or by these By-laws, a waiver of such notice either in writing signed by the person entitled to such notice or such person’s duly authorized attorney, or by telegraph, cable or any other available method, whether before, at or after the time stated in such waiver, or the appearance of such person or persons at such meeting in person or by proxy, shall be deemed equivalent to such notice.

10.4   Evidence of Authority. A certificate by the Secretary, or an Assistant Secretary, or a temporary Secretary, as to any action taken by the Members, directors, a committee or any officer or representative of the Corporation shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action.

10.5   Certificate of Incorporation. All references in these By-laws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the Corporation, as amended and in effect from time to time.

10.6   Transactions with Interested Parties. No contract or transaction between the Corporation and one or more of the directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of the directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or a committee of the Board of Directors which authorizes the contract or transaction or solely because his or their votes are counted for such purpose, if:

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

10.7   Severability. Any determination that any provision of these By-laws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these By-laws.

10.8   Pronouns. All pronouns used in these By-laws shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.

ARTICLE 11 - AMENDMENTS

These By-laws may be altered, amended or repealed or new by-laws may be adopted by the affirmative vote of three-fourths of (a) the Directors at any regular or special meeting of the Board of Directors at which a quorum is present, or (b) the Members at any regular or special meeting of Members.

EXHIBIT A
to
AMENDED AND RESTATED BY-LAWS
of
PETROTECHNICAL OPEN SOFTWARE CORPORATION
1999

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