By-Laws Article VIII

SEC. 3. Indemnification of Directors and Officers. Every director and every officer of this corporation shall be indemnified by the corporation against all expenses and liabilities, including counsel fees reasonably incurred by or imposed upon him in connection with any civil or criminal proceedings to which he may be a party, or in which he may become involved, by reason of his being or having been a director or officer of the corporation whether or not he is a director or officer at the time of such expenses are incurred, except in such cases wherein the director or officer is adjudged guilty of willful misfeasance or malfeasance, provided that in the event of any claim for reimbursement of indebtedness hereunder based upon a settlement by the director or officer seeking such reimbursement of indebtedness, the indebtedness herein shall only apply if the Board of Directors approve such settlement and reimbursements as being in the best interests of the corporation. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such directors or officers may be entitled.