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BYLAWS OF STREAMING MEDIA ALLIANCE, INC.

ARTICLE I

NAME AND LOCATION

Section 1.  Name.

The name of this corporation shall be Streaming Media Alliance, Inc.  (hereinafter the “Alliance”),  a not for profit corporation incorporated under laws of the State of Delaware.

Section 2.  Location

The principal office of the Alliance shall be in the city of New York in the county of New York in the State of New York.  The Alliance may also have offices at such other places within or without this state as the board may from time to time determine or the business of the Alliance may require.