BYLAWS OFJOBS FOR AMERICA'S GRADUATES, INC.

ARTICLE I - NAME

Section 1.1. The name of this corporation is Jobs for America's Graduates, Inc. (JAG).

ARTICLE II - CORPORATE SEAL

Section 2.1. The corporate seal shall have inscribed thereon the name of the corporation, the year of its incorporation, and the words "Corporate Seal, District of Columbia."

ARTICLE III - POWERS OF CORPORATION

Section 3.1. The Board of Directors shall have and may exercise all the powers of the corporation, except such as are conferred upon the members by law. The purposes of the corporation shall be accomplished by the Board of Directors, which shall constitute the governing body of the corporation.

ARTICLE IV - MEMBERS AND DIRECTORS

Section 4.1. Qualification, Term, Resignation. The corporation shall have as many members as there are directors. The election of a person as a director shall automatically make such person a member of the corporation. A person shall remain a member so long as such person remains a director. If the person ceases to be a director, such person shall automatically thereby cease to be a member. All members shall file their addresses with the Secretary of the corporation. A member may resign by written resignation to the Secretary of the corporation, but only if such member simultaneously therewith resigns as a director; such resignation shall be effective upon receipt thereof. As used hereinafter, the term "member" also means a director, and the term "director" also means a member.

Section 4.2. Composition and Term. The Board of Directors shall consist of no more than 55 members and no fewer than three members. The number of directors shall be determined at the fist meeting of the initial Board of Directors and may from time to time be changed in future meetings by majority vote of the Board of Directors. No notice for such change shall be required. The term of a member of the Board of Directors cannot be terminated by such a change.

Except as noted below, each director shall hold office for a term of three years or until such director's successor is elected and qualified or until such director's earlier resignation or removal. Any vacancy occurring on the Board for any cause may be filled by a majority of the remaining members of the Board of Directors, although such a majority is less than a quorum, and each director so elected shall hold office for the whole or balance of the term to which such director or director's predecessor was so elected or until such director's earlier resignation or removal.

It is the intent of these bylaws that approximately one-third of the directors be elected each year. Accordingly, for the first term only, certain seats on the Board will be for one year, two years, or three years in duration. The seats so chosen and the persons elected to fill those seats shall be determined by the initial Board of Directors.

Section 4.3. Initial Board of Directors. The initial Board of Directors shall be composed of Governor Pierre S. duPont, IV, Chairman; Kenneth M. Smith, President, M. Peter McPherson, Member. The Board Member is authorized to take whatever actions are required by law to begin operation of the organization, including application for recognition of exemption under 501(a) of the Internal Revenue Code.

The initial Board of Directors shall also have the power to adopt, amend, or repeal the bylaws of the corporation until the full membership of the Board of Directors has taken office.

The initial Board of Directors shall elect the first Board of Directors by majority vote.

Section 4.4. Honorary Directors. The Board of Directors may choose other persons to serve as honorary directors. The honorary directors shall serve for a term of one year. Such persons may participate in the deliberations of the Board, but shall not be directors for the purposes of quorum or notice and shall not be entitled to vote.

ARTICLE V - MEETINGS

Section 5.1. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the District of Columbia and at such times as the Board of Directors may from time to time determine, and if so determined, notices thereof need not be given.

Section 5.2. Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the District of Columbia whenever called by the Chairman of the Board or a majority of the Executive Committee of the Board of Directors. Reasonable notice thereof shall be given the person or persons calling the meeting.

Section 5.3. Annual Meetings. The Board of Directors shall hold an annual meeting for the election of directors and for the conduct of such other business as may be stated in the notice of the meeting. The annual meeting shall be held at such place within or without the District of Columbia, and at such time and date as the Board of Directors shall determine and set forth in the notice of the meeting. In the event the Board of Directors fails to so determine the time, date, and place of the meeting, the annual meeting of the Board of Directors shall be held at the registered office of the corporation in the District of Columbia on October 1 at 10:00 AM, Daylight Savings Time.

If the date of the annual meeting falls upon a Saturday, Sunday, or legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the members of the Board of Directors entitled to vote shall elect a Board of Directors to fill the seats of those whose terms are expiring or have otherwise resigned or have been removed.

Section 5.4. Telephonic Meetings Permitted. Members of the Board of Directors may participate in a meeting of such Board 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 in a meeting pursuant to this bylaw shall constitute presence in person at such meeting.

Section 5.5. Meetings. The Chairman or a majority of the Executive Committee of the Board of Directors may call a meeting of the Board of Directors. Written notice of the time, place, and purpose of every meeting of members shall be given to each member by the Secretary of the corporation or, in case of death, absence, incapacity, or refusal of the Secretary, by some other officer or by any member, at least ten days before such meeting, either personally or by mailing a copy, postage prepaid, to the members' addresses as they appear on the books of the corporation; provided, however, that any meeting held without formal call and/or notice shall be valid if all of the members are present in person or if the members sign a written waiver of notice, whether before or after the time stated therein. Each member shall be entitled to one vote, which shall be exercised by such member in person. Voting by proxy shall not be allowed.

Section 5.6. Quorum. At all meetings of the Board of Directors, one-third of the directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation or these bylaws otherwise provide, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. No action shall be taken at which is present less than a quorum, except for a decision to adjourn, and an adjourned meeting may be held as adjourned without further notice.

Section 5.7. Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board or, in the Chairman's absence, by the President, or in their absence, by a Chairman chosen at the meeting. The Secretary shall act as Secretary of the meeting, but, in the Secretary's absence, the Chairman of the meeting may appoint any person to act as Secretary of the meeting.

Section 5.8. Informal Action by Directors. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board or committee.

ARTICLE VI - OFFICERS

Section 6.1. Executive Officers; Election; Qualification; Term of Office; Resignation; Removal; Vacancies. After the expiration of the terms of office of the initial Board of Directors, the Board of Directors shall choose a Chairman, a president, a treasurer, and a Secretary, and whatever other office the Board may choose to elect, including one or more vice-presidents, one or more assistant secretaries, and one or more assistant treasurers. All of the officers named above shall be chosen from members of the Board of Directors. Each officer shall hold office until the first meeting of the Board of Directors after the annual meeting next succeeding each officer's election or until such officer's successor is elected and qualified or until such officer's earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation. Any number of offices may be held by the same person. Any vacancy occurring in any office of the corporation by virtue of death, resignation, removal, or otherwise may be filled for the unexpired portion by the Board of Directors at any regular or special meeting.

Section 6.2. Powers and Duties of Executive Officers. The president shall be the chief executive officer of the corporation and shall exercise all the powers and duties in the management of the corporation as are generally associated with such office and chief executive officer. The officers of the corporation are subject to the control of the Board of Directors. The Board of Directors may require any officer, agent, or employee to give security for the faithful performance of his duties.

ARTICLE VII - EXECUTIVE COMMITTEE

Section 7.1. General. There shall be an Executive Committee of the Board of Directors.

Section 7.2. Membership. The Executive committee shall be composed of the Chairman, president, and five other persons nominated by the Board Chairman and elected by the Board. The Board may expand the Executive Committee by a majority vote.

Section 7.3. Powers. The Executive Committee shall supervise the affairs of the organization and regulate its internal economy, approve expenditures and commitments according to rules or policies enunciated by the Board of Directors, and act for and carry out the published policies of the organization as defined by the Board of Directors. The Executive Committee shall possess and may exercise all powers and functions to direct the affairs of the organization between meetings of the Board of Directors. The Executive Committee shall report to the directors at each meeting of the Board of Directors.

Section 7.4. Committee Procedures. A quorum for the Executive Committee shall be a majority of its membership. The Executive Committee may conduct its business by mail or telephone, except that the decisions of such committee shall be committed to writing and sent to all members of the Executive Committee within a reasonable time after such business is conducted.

ARTICLE VIII - INDEMNIFICATION

Section 8.1. The organization shall indemnify any person [director, officer, or employee] who was or is a party or is threatened to be made a party to any threatened, pending, or completed actin, suit, or proceeding, by reasons of the fact that he or she is a director, officer, or employee of the organization against expenses, including attorney's fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by said person in connection with such action, suit, or proceeding provided that no indemnification shall be provided for any person with respect to any matter as to which he or she shall have been finally adjudicated in any action, suit, or proceeding not to have acted in good faith in the reasonable belief that his or her action was lawful.

The termination of any action, suit, or proceeding by judgment, order, or conviction adverse to such person, or by settlement or plea of nolo contendere or its equivalent, shall create a rebuttable presumption that such person did not act in good faith.

Section 8.2. The organization shall purchase and maintain insurance on behalf of directors, officers, and employees against any liability asserted against such person and incurred by said director, officer, or employee in any such capacity, or arising out of his status as such.

ARTICLE IX - FISCAL POLICIES

Section 9.1. Fiscal Year. The fiscal year for all business transacted shall be the calendar year.

Section 9.2. Depositories. The Board of Directors may establish such accounts with banks, trust companies, and other financial institutions as it deems appropriate.

Section 9.3. Disbursements. Disbursements shall be made only in accordance with a specific authorization by the Board of Directors or within a general budget approved by the board, except that in the absence of an approved budget, the Treasurer may pay bills for normal operative expenses as authorized by the Chairman of the board.

Section 9.4. Audit. There shall be an annual audit of accounts.

ARTICLE X - AMENDMENTS

Section 10.1. These bylaws may be amended at any special meeting of the members called for that purpose or at any annual meetings of the members by a majority vote of the members present at such a meeting, provided that a quorum be present. The Board of Directors may also make, alter, adopt, amend, or repeal from time to time these bylaws at a regular or special meeting of the Board of Directors.