SOAP CITY HOLDINGS, INC.

BY-LAWS

SOAP CITY HOLDINGS, INC. BY-LAWS

TABLE OF CONTENTS

ARTICLE ONE-OFFICES Section 1.1 Registered Office and Agent Section 1.2 Other Offices

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ARTICLE TWO -Section 2.1 Section 2.2 Section 2.3 Section 2.4 Section 2.5 Section 2.6 Section 2.7 Section 2.8 Section 2.9 Section 2.10

SHAREHOLDERS' MEETINGS Place of Meetings Annual Meetings Special Meeting Notice of Meetings Quorum Voting of Shares Proxies Presiding Officer Adjournments Action of Shareholders

Without a Meeting

ARTICLE THREE - THE BOARD OF DIRECTORS Section 3.1 Section 3.2

Section 3.3 Section 3.4 Section 3.5 Section 3.6

General Powers Number, Election and Term of Office

Removal Vacancies Compensation Committees of the Board

of Directors

ARTICLE FOUR - MEETINGS OF THE BOARD OF DIRECTORS Section 4.1 Section 4.2 Section 4.3 Section 4.4 Section 4.5 Section 4.6 Section 4.7

Regular Meetings Special Meetings Place of Meetings Notice of Meetings Quorum Vote Required for Action Action by Directors Without

a Meeting

Section48 Section4.9

ARTICLE FIVE Section51 Section52

Adjournments Participation by Conference Telephone

NOTICEAND WAIVER Procedure Waiver

ARTICLE S l ^ OFFICERS Section 6.1 Section62 Section63 Section 6.4 Section65 Section66 Section 6.7 Section68 Section69 Section610 Section611

Section612

Number ElectionandTerm Compensation Removal Chairman President VicePresidents Secretary Treasurer Controller Assistant Secretary and

AssistantTreasurer Bonds

ARTICLESEVEN DIVIDENDS Section71

Section72 Section73 Section7.4

Time and Conditions of Declaration

Reserves Stock Dividends Unissued Shares Stock Splits

ARTICLEEIGHT SHARES Section81

Section82 Section83

Section84 Section 8.5

Section86 Section87

Authorisation and Issuance of Shares

Stock Certificates Rights of Corporation with Respect to Registered Owners Transfer of Stock Lost, Stolen or Destroyed Certificates

Fixing of Record Date Record Date if None Fixed

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9 10

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10 11 11

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ARTICLENINE INDEMNIFICATION Section 9.1 Indemnification Section92 Insurance Section93 Definitions

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ARTICLETEN BOOKSAND RECORDS Section 101 Inspection of Books and Records Section 102 FiscalYear Section 103 Seal Section 10 4 Annual Statement

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ARTICLE ELEVEN Sectionl l .1 Section112

AMENDMENTS Power to Amend By laws Conditions

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SOAPCITYHOLOINGS^INC^

ARTICLE ONE

Offices

11 Principal Offices The Board of Directors shall fix the location ofthe principal executive office ofthe corporation at any place within or outside the State of California Ifthe principal executive office is located outside this State.the Board of Directors shall fix and designateaprincipal business office in the State of California

1.2 Other Offices The corporation may havoofficos at such place or placos within or without the State of California as the Board of Directors may from time to time appoint orthe business ofthe corporation may require or make desirable

ARTICLETWO

Shareholders'Meetings

21 Place of Meetings Meetings ofthe shareholders shall be held at any place within or outside the State of California as set forth in the notice thereof or.in the eventofameeting held pursuanttowaiverofnotice,as may be set forth inthe waiver or.if no place is so specified,at the registered office of the corporation

2.2 Annual Meetings. The annual meeting of shareholders shall be held onadate and atatime as shall be designated bythe Board ofDirectors and stated in the notice ofthe meeting,forthe purpose ofelecting directors and transacting any and allbusinessthatmayproperlycomebeforethemeeting

2.3 Special Meetings. Special meetings ofthe shareholders may be called at any timebytheChairman^ifany.thePresident.theBoard ofDirectors.orbythe holder offifty percent (50%)or more of all the shares entitled to vote

24Notice of Meetings Unless waived as contemplated in Section52or by attendance at the meeting.either in person or by proxy.for any purpose other than toobjecttothetransaction ofbusiness.awritten or printed notice of each shareholders'meeting stating the place.day and hour ofthe meeting shall be delivered not less than ten days nor more than sixty days before the date thereof, eitherpersonallyorbymail.by or at the direction ofthe Chairman.if any.the President, the Secretary or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. In the case of an annual or substitute

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annual meetings the notice ofthe meeting need not state the purpose or purposes of the meeting unless the purpose or purposes constituteamatterwhich the California General Corporation Law requires to be stated in the notice ofthe meeting Inthecaseofaspecial meeting.the noticeofmeeting shall statethe purpose or purposes for which the meeting is called.

2 5 Quorum. At all meetings ofthe shareholders.the presence.in person or by proxy ofthe holders of more than onehalf ofthe shares outstanding and entitled to vote shall constituteaquorum Ifaquorum is present.amajority ofthe shares outstanding and entitled to vote which are represented at any meeting shall determlneanymattercoming before the meeting unlessadifferentvote is required by statute, by the Articles of Incorporation or by these by laws The shareholders at ameeting at whichaquorum is present may continue to transact business until adjournment, notwithstanding tho withdrawal of enough shareholders to leave less thanaquorumifanyactiontaken(otherthanadjournment) is approved by at least amajority ofthe shares required to constituteaquorum

26 Voting of Shares. Except as othen^ise provided by statute orthe Articles of IncorporationortheCertificateofPowers. Designations. Preferencesand Rights thereunder.each outstanding share having voting rights shall be entitled to one vote on each matter submitted toavote atameeting of shareholders except as othen^ise provided herein Voting on all matters shall be by voice vote or by show of hands unless any qualified voter.prlorto the voting on any matter.demandsa vote by ballot, in which case each ballot shall state the name of the shareholder voting and the number of shares voted by such shareholder.and if such ballot be cast by proxy.it shall also state the name of such proxy

2.7 Proxies Ashareholder entitled to vote pursuant to Section 2.6 may vote in person or by proxy executed in writing by the shareholder or by an attorney in fact. Aproxy shall not be valid after eleven months from the date of its execution.unless alonger period is expressly stated therein If the validity of any proxy is questioned it must be submitted to the Secretary ofthe shareholders'meeting for examination ortoaproxyofficerorcommitteeappointed by the person presiding at the meeting. The Secretary ofthe meeting or.if appointed.the proxy officer or committee.shall determine the validity or Invalidity of any proxy submitted and reference by the Secretary in the minutes ofthe meeting shall constitute prima facie evidence ofthe factsstated forthe purposeof establishing the presenceofaquorumatsuch meetingandforallotherpurposes.

2.8 Presiding Officer The Chairman, if any. the President, or in the absence of both.aVice President, shall serve as Chairman of every shareholders'meeting unless some other person is elected to serve as Chairman byamajority vote ofthe shares represented at the meeting The Chairman shall appoint such person as he orshedeemsrequiredtoassistwiththemeeting

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2 9 Adiournments. Anymeetingoftheshareholders. whetherornotaquorum is present, maybeadjourned bytheholders ofamajority ofthevoting shares represented atthemeetingto reconvene ataspecific time and place. It shall not be necessary to give any notice of the reconvened meeting or of the business to be transacted.ifthe time and place ofthe reconvened meeting are announced at the meeting which was adjourned.exceptthat ifthe adjournment is for more than thirty days, or if after the adjournmentanew record date is fixed for the adjourned meeting,anotice ofthe adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting^ At any such reconvened meeting atwhicha quorum is represented or present, any business may be transacted which could have been transacted at the meeting which was adjourned

2.10 Action of Shareholders WithoutaMeeting. Any action which may be taken at a meeting ofthe shareholders may be taken withoutameeting ifawrittenconsent. setting forth the action authorised.shall be signed by each ofthe shareholders entitled to vote on such action Such written consent shall have the same effect as a unanimous vote of the shareholders ataspecial meeting called for the purpose of considering the action authorised and shall be filed in the minute book ofthe corporation by the officer having custody ofthe corporate books and records.

ARTICLETHREE

The Board of Directors

3.1 General Powers The business and affairs ofthe corporation shall be managed by the Board of Directors In addition to the powers and authority expresslyconferred upon it by these by laws, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things as are not bylaw, byalegal agreement among shareholders.by the Articles of Incorporation or by these by laws directed or required to be exercised or done by the shareholders

32 Number^Election andTerm of Office. The numberofdirectors ofthe corpora tion shall be not less than three nor more than five, the precise numberto be fixed by resolution of the shareholders or the Board of Directors from time to time. Except asprovided inSection34.thedirectorsshall beelected by the affirmative vote ofa majority ofthe shares represented at the annual meeting Each director, except in case ofdeath, resignation, retirement, disqualification, or removal, shall serve until the next succeeding annual meeting and thereafter until his or her successor shall have been elected and qualified

3 3 Removal Any director may be removed from office with or without cause by the affirmative vote of the holders ofamajority of the shares entitled to vote at an election of directors Removal action may be taken at any shareholders'meeting with respect to which notice of such purpose has been given or bywritten consent of the shareholders, andaremoved director's successor may be elected at the same meeting to serve the unexpired term^

34 Vacancies Avacancy occurring in the Board of Directors.except by reason of removal ofadirector.may be filled forthe unexpired term.and until the shareholders shall have electedasuccessor.by affirmative vote ofamajority of the directors remaining in office though less thanaquorum ofthe Board of Directors or byasole remaining director.

3.5 Compensation. Directors may receive such compensation for thoi rs^r^ ic^^^^ may from time to time be fixed by vote ofthe Board of Directors orthe shareholders Adirector may also serve the corporation inacapacity other than thatofadirectorandreceivecompensation.asdetermined bythe Board of Directors for services rendered In that other capacity

3.6 Committees ofthe Board of Directors TheBoardof Directors.by resolution adoptedbyamajorityofthefullBoardofDirectors. may designate fromamong its members an executive committee and one or more other committees, each consisting of three or more directors Except as prohibited by law. each committee shall havethe authoritysetforth in the resolution establishing said committee.

ARTICLEFOUR

Meetings ofthe Board ofDirectors

4.1 Regular Meetings. Regular meetings ofthe Board of Directors shall be held immediately after the annual meeting ofshareholders or any meeting held in lieu thereof. In addition, the Board of Directors may schedule other meetings to occur at regular intervals throughout the year

4 2 Special Meetings. Special meetings ofthe Board of Directors may be called by or atthe request ofthe Chairman.if any.the President, or in the absence ofboth by the Secretary ofthe corporation.or by any two directors in office at that time, exceptthatwhen the Board ofDirectors consists ofonly one Director, then one directormaycallaspecial meeting

4 3 Place of Meetings Directors may hold their meetings at any place within or outside the State of California as the Board of Directors may from time to time establish for regular meetings or as is set forth in the notice of special meetings or.

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intheeventofameeting held pursuanttowaiverofnotice,as may be set forth in the waiver

4.4 Notice of Meetings. No notice shall be required for any regularly scheduled meeting ofthe directors ofthe corporation Unless waived as contemplated in Section 5.2. the Chairman, if any. the President or the Secretary of the corporation or any director thereof shall give notice to each director of each special meeting which notice shall state the time.place and purposes ofthe meeting.Such notice shall be given by mailinganotice of the meeting at least ten days before the date of the meeting, or by telephone, telegram, cablegram or facsimile transmission or personal delivery at least two days before the date of the meeting Notice shall be deemedtohavebeengivenbytelegramorcablegramatthetimenoticelsfiledwith the transmitting agency Attendance byadirector atameeting shall constitute waiverofnoticeofsuch meeting,except whereadirectorattendsameeting forthe express purpose of objecting to the transaction of business because the meeting is not lawfully called

4.5 Quorum At meetings ofthe Board of Directors,more than onehalf ofthe directorsthen in office shall be necessary to constituteaquorum for the transaction ofbusiness. In no case shall less than two directors constituteaquorum.except that when the Board of Directors consists of only one director.then one director shall constituteaquorum^

4 6 Vote Reguired for Action. Except as otherwise provided in these by laws or by law. the act ofamajority ofthe directors present atameeting at which there isa quorum shall be the act of the Board of Directors

4^7 Action bv Directors WithoutaMeeting Any action required or permitted to be taken at any meeting ofthe Board of Directors.or of any committee thereof, may be takenwithoutameeting ifawrittenconsent thereto shall be signed by all the directors or members of the committee and such written consent is filed with the minutes ofthe proceedings ofthe Board orthe committee Such consent shall have the same force and effect asaunanimous vote ofthe Board of Directors ata duly called and duly constituted meeting

4.8 Adiournments Ameeting ofthe Board ofDirectors.whetherornotaquorum is present, may be adjourned byamajority of the directors present to reconvene ata specific time and place It shall not be necessary to give notice ofthe reconvened meeting or of the business to be transacted, other than by announcement at the meeting which was adjourned Atanysuch reconvened meeting at whichaquorum is present, any business may be transacted which could have been transacted at the meeting which was adjourned

4 9 Participation bv Conference Teieohone Members ofthe Board ofDirectors. or members ofany committee ofthe Board of Directors,may participate inameeting of the Board of Directors or of such committee by means of conference telephone or similar communications equipment through which all persons participating in the meeting can hear each other Participation inameeting pursuant to this Section4.9shallconstitute presence in person at such meeting

ARTICLE FIVE

Notice and Waiver

51 Procedure Wheneverthese by laws require notice to be given to any shareholder or director.the notice shall be given as prescribed in Section24or4.4 for any shareholder or director respectively Whenevernotice is given toashare holder or director by mail, the notice shall be sent first class mail by depositing the same inapost office or letter box inapostage prepaid sealed envelope addressed to the shareholder or director at his or her address as it appears on the books of the corporation, and such notice shall be deemed to have been given at the time the same is deposited in the United States Mail

5^2 Waiver. Whenever any notice is required to be given to any shareholder or director by law, by the Articles of Incorporation or by these bylaws.awaiverthereof in writing signed by the director or shareholder entitled to such notice or by the proxy of such shareholder.whether before or afterthe meeting to which the waiver pertains, shall be deemed equivalent thereto

ARTICLE S l ^

Officers

61 Number The Officers ofthe corporation shall be elected by the Board of Directors and may consist of. at the discretion ofthe Board of Directors.a Chairman.aPresident. one or more Vice Presidents as determined or designated by the Board of Directors.aSecretary andaTreasurer The Board of Directors may electaVice Chairman andaController and one or more of the following: Assistant Secretary.AssistantTreasurer and Assistant Controller Anytwoormore offices may be held by the same person.

Thecorporation mayhaveaGeneraiCounselwhoshall be appointed bythe BoardofDirectorsandshall have general supervision of all matters ofalegal nature concerning the corporation, unless the Board of Directors has also

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appointedaGeneralTax Counsel.in which event the GeneralTaxCounsel shall have general supervision of all tax matters ofalegal nature concerning the corporation

ThecorporationmayhaveaChiefFinancialOfficerwhoshall be appointed by the Board of Directors and shall have general supervision over the financial affairs ofthecorporation

6 2 ElectionandTerm All Officers shall be elected by the Board of Directors and shall serve atthe will ofthe Board of Directors and until their successors have been elected and have qualified or until their earlier death, resignation, removal, retirement or disqualification

6 3 Compensations The compensation ofall Officers ofthe corporation shall be fixed by the Board of Directors'

6.4 Removal. Any Officer or agent elected by the Board of Directors may be removed by the Board of Directors at any meeting with respectto which notice of such purpose have been given to the members thereof

6 5 Chairman^ The Chairman,if any.shall be the Chief Executive Officer ofthe corporation and subject to the overall direction and supervision ofthe Board of Directors^ and shall be in general charge ofthe affairs ofthe corporations and shall consult and advisewith the Board ofDirectors oh the business and the affairs ofthe corporation. The Chairman shall have the power to make and execute contracts

on behalf of the corporation and to delegate such power to others

6 6 President. The President shall have such powers and perform such duties as may be assigned by the Board of Directors or by the Chairman,if any Inthe absence or disability ofthe President, his or her duties shall be performed by such Vice President as the Chairman.if any.orthe Board of Directors may designate The President shall also have the power to make and execute contracts on the corporation'sbehalfandtodelegatesuchpowertoothers

6.7 VicePresidents. The Vice President shall.in the absence or disability of the President, or at the direction ofthe President, perform the duties and exercise the powers of the President If the corporation has more than one Vice President, the one designated bythe Board of Directors shall act in lieu ofthe President The Vice President shall perform whatever duties and exercise such powers as the BoardofDirectorsmayfromtimetotimeassign

6 8 Secretary The Secretary shall keep accurate records ofthe acts and proceedings of all meetings of stockholders, directors and committees of directors He or she shall have authority to give all notices required by law or these by laws

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He orshe shall be custodian ofthe corporate books, records, contracts and other documents The Secretary may affix the corporate seal to any lawfully executed documents requiring it and shall sign such instruments as may require his or her signature. The Secretary shall perform all functions on behalfofthe corporation in connection with the transfer of shares, and such additional duties and have such additional powers as may be assigned to him or her from time to time by the Board ofDirectors

The Secretary shall keep, or cause to be kept, at the principal executive office, asdeterminedbyresolution ofthe Board.ashare register showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation

6 9 Treasurer TheTreasurershall havecustodyofallfundsand securities belonging to the corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors TheTreasurershall keepfull and true accounts of all receipts and disbursements and shall make such reports of the same to the Board of Directors, the Chairman.if any.and the President upon request. TheTreasurer shall perform such additional duties and have such additional powers as may be assigned to him or her from time to time by the Board ofDirectors.

610 Controller The Controller shall keep or cause to be kept in the books ofthe corporation provided forthatpurposeatrue account of all transactions and ofthe assets and liabilities ofthe corporation The Controller shall prepare and submit to the Chief Financial Officer periodic balance sheets, profit and loss statements and such other schedules as may be required to keep the Chief Financial Officer.the Chairman.if any.and the President currently informed of the operations and financial condition ofthe corporation.cause adequate internal audits ofthe financial transactions ofthe corporation to be made.prepare and submit annual budgets, and perform such other duties as may be assigned by the Chief Financial Officer

611 Assistant Secretarv and AssistantTreasurer. The Assistant Secretary and AssistantTreasurer shall.in the absence or disability of the Secretary or the Treasurer.respectively.perform the duties and exercise the powers ofthose offices, and they shall, in general, perform such other duties as shall be assigned to them by the Board of Directors or by the person appointing them Specifically.the Assistant Secretary may affix the corporate seal to all necessary documents and attest the signature of any officer of the corporation

6^12 Bonds. The Board of Directors may by resolution require any and all ofthe officers, agents or employees of the corporation to give bonds to the corporation, with sufficient surety or sureties, conditioned on the faithful performance of the

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duties oftheir respective offices or positions and to comply with such other conditions as may from time to time be required by the Board Of Directors

ARTICLESEVEN

Dividends

7.1 Time and Conditions of Declaration. Dividends upon the outstanding shares ofthe corporation may be declared by the Board of Directors at any regular or special meeting and paid in cash, property or in shares of capital stock

7 2 Reserves Before the payment of any dividend or the making of any distribution of profit, there shall be set aside out ofthe earned surplus or current net earningsofthecorporationsuchsumsastheBoardofDirectorsfromtimetotimein its absolute discretion deems proper asareserve fund for meeting contingencies. topayanddischargeindebtedness.ortofulfillotherpurposeswhichtheBoardof Directors shall deem to be in the best interest of the corporation

7 3 Stock Dividends Unissued Shares. Dividends may be declared by the Board of Directors and paid in the authorised but unissued shares ofthe corporation out of any unreserved and unrestricted surplus ofthe corporations provided that such shares shall be issued at not less than the parvalue thereof, if any.and there shall be transferred to stated capital at the time such dividend is paid an amount of surplusatleastequaltotheaggregateparvalue.ifany.ofthesharestobe issued asadividend.

74 Stock Splits Asplitordivision of the issued shares of any class intoagreater number of shares of the same class without increasing the stated capital of the corporation shall not be construed to beastock dividend within the meaning of this Article Seven

ARTICLEEIGHT

Shares

81 Authorisation and Issuance of Shares The maximum number of shares^ of any class, of the corporation which may be issued and outstanding shall be as set forth from time to time in the Articles of Incorporation ofthe corporation.The Board of Directors may.by resolution fixing the number of shares to be issued and the amount and kind of consideration to be received^ increase or decrease the number of issued and outstanding shares ofthe corporation within the maximum authorised

by the Articles of Incorporation and the minimum requirements ofthe Articles of Incorporation and of California law

8.2 Stock Certificates. The interestofeach shareholdershall be evidenced bya certificate or certificates representing shares ofthe corporation which shall be in such form as the Board of Directors may from time to time adopt in accordance with the California law Stock certificates shall be consecutively numbered, shall be in registered form, and shall indicate the date of issue, and all such information shall be entered on the corporation's books Each certificate for shares of the corpora tion.the transfer ofwhich is restricted by law. by these bylaws or by contract, shall bearalegend conspicuously noting the existence of such restriction. Each certificate shall be signed by the President oraVice President and the Secretary or an Assistant Secretary and shall be sealed with the seal ofthe corporation ora facsimilethereof^ provided.however.that where such certificate is signed bya transfer agent, or registered byareglstrar.the signature of any such officer may be facsimiled In case any officer or officers who shall have signed or whose facsimile signatureshallhavebeen placed uponastockcertificateshallhaveceasedforany reason to be such officer or officers of the corporation before such certificate is issued, such certificate may be issued by the corporation with the same effect as if the person or persons who signed such certificate or whose facsimile signatures shall have been used thereon had not ceased to be such officer or officers

8 3 Rights ofCorporation with Respectto Registered Owners. Priorto due presentation fortransfer of registration of its shares.the corporation may treat the registered owner ofthe shares as the person exclusively entitled to vote such shares, to receive any dividend or other distribution with respect to such shares, and for all other purposes^ and the corporation shall not be bound to recognise any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as othen^ise provided by law

8 4 Transfer of Stock Transfers of shares, duly endorsed or accompanied by proper evidence of succession.assignation or authority to transfer.shall be made upon the transfer books ofthe corporation.kept atthe office ofthe Secretary ofthe corporation.only upon direction ofthe person named in the certificate.or by an attorneylawfullyconstituted inwriting^ and beforeanew certificate is issued.the old certificate shall be surrendered for cancellation or.in the case ofacertificate alleged to havebeen lost, stolen,ordestroyed,theprovisionsofSection85of these by laws shall have been complied with

85 LosL Stolen or Destroyed Certificates Any person claimlngastock certificate to be lost, stolen or destroyed shall make an affidavit or affirmation of the fact in such manner as the Board of Directors may require and shall, if the Board of Directors so requires.give the corporationabond of indemnity in form and amount

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and with one or more sureties satisfactory to the Board of Directors, as the Board of Directors may require, whereupon an appropriate new certificate may be issued in lieu ofthe one alleged to have been lost, stolen or destroyed

86 Fixing of Record Date Forthe purpose ofdetermlning shareholders entitled to notice oforto vote at any meeting ofshareholders or any adjournmentthereof. or entitled to receive payment of any dividend,or in orderto makeadetermination of shareholders for any other proper purpose, the Board of Directors may fix in advanceadate as the record date, such date to be not more than sixty (60) days (and.in the case ofashareholders'meeting.not less than ten (10) days) priorto the date on which the particular action requiring such determination of shareholders is to be taken.

8 7 Record Date if None Fixed If no record date is fixed, as provided in Section 8.6 ofthese bylaws.then the record date for any determination of shareholders which may be proper or required by law. shall be the date on which notice is mailed,in the case ofashareholders'meetings the date on which the Board of Directors approvesaresolutiondeclaringadividend.in the case ofapayment ofa dividends and the date on which any other action.the consummation ofwhich requiresadeterminationofshareholders.istobetaken.in the case of such action

ARTICLENINE

Indemnification

91 Indemnification The corporation shall, to the maximum extent permitted by the California Corporations Code, indemnify each of its directors, officers and agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason ofthe fact thatanysuch person isorwasadirector^officeroragentofthecorporation The corporation shall also have the authority.to the maximum extent permitted bythe California Corporations Code.to advance expenses incurred by any agent ofthe corporation otherthanadirector or officer in defending any proceeding.

9 2 Insurance. The corporation shall have the authority to purchase and maintain insurance on behalf of agents of the corporation against any liability asserted against or incurred by any agent in such capacity or arising out of the agent's status asagent^

93Defirntior^ includesanypersonwhoisorwasadirector.officer.employee.orotheragentof thecorporation.orisorwasservingatthe request of the corporation asadirector, officer.employee. or agent of another corporation.partnership,joint venture.trust,

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or other enterprise.or wasadirector.officer.employee.or agent ofacorporation which wasapredecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation For purposes ofthis Article, "proceeding" means any threatened, pending or completed action or proceeding, whether civil.criminal.administrative or investigative For purposes ofthis Article, "expenses" includes, without limitation, attorneys'fees and any expenses of establishingaright to indemnification.

ARTICLETEN

Books and Records

101 Inspection of Books and Records The Board of Directors shall have power to determine which accounts, books and records of the corporation shall be opened to the inspection of shareholders, except such as may by law be specifically open to inspection, and shall have power to fix reasonable rules and regulations not in confiict with the applicable lawforthe inspection ofaccounts.books and records which by law or by determination ofthe Board of Directors shall be open to inspection

10.2 FiscalYear The fiscal year ofthe corporation shall end on March31

10.3 Seal. The corporate seal shall be in such form as the Board of Directors may from time to time determine

10.4 Annual Statement The Board of Directors shall present at each annual meeting,and at any special meeting ofthe shareholders.when called for by the vote ofthe shareholders.afull and clear statement ofthe business and condition of the corporation

ARTICLE ELEVEN

Amendments

111 Powerto Amend Bvlaws The Board ofDirectors shall have powerto alter, amend or repeal these by laws or adopt new by laws, but any by laws adopted by the Board of Directors may be altered, amended or repealed, and new by laws adopted by the shareholders. The shareholders may prescribe that any by law or by laws adopted by them shall not be altered, amended or repealed by the Board of Directors

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112 Conditions Action taken by the shareholders with respectto bylaws shall be taken by an affirmative vote ofamajority of all shares entitled to elect directors.and action by the Board of Directors with respectto by laws shall be taken by an affirmativevoteofamajorityofalldirectorsthen holding office.

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OFFICER'SCERTIFICATE

The undersigned certifies:

(1) That the undersigned is the duly elected and acting Executive Vice President, General Counsel and Secretary of Soap City Holdings.Inc.aCalifornia corporations and

(2) Thatthe foregoing ByLaws constitute the ByLaws of said corporation as duly adopted by Unanimous Written Consent of the Board of Directors as of the 23 ^ dayofFebruary,2001

INWITNESSWHEREOF.lhave hereunto subscribed my name as ofthe 23^ day of February. 2001

RonaldN Jacobi ^ Executive Vice P^sident. General Counsel and Secretary

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