Exhibit 3.3






                        AMENDED AND RESTATED BY-LAWS
                                     OF
                             LOTUS PACIFIC, INC.
                (as revised and adopted September 19, 2000)



                                  ARTICLE I

                                   OFFICES


    Section 1.   Principal Office.   The principal office of the Corporation
 shall be located at 200 Centennial Avenue, Suite 201, Piscataway, NJ 08854.

    Section 2.   Other Offices.   The Corporation may have such other offices,
either within or without the State of Delaware, as the Board of Directors may
designate or as the business of the Corporation may require from time to
time.



                                  ARTICLE II

                                 STOCKHOLDERS


    Section 1.   Annual Meeting.  The annual meeting of the stockholders shall
be held on the second Thursday in November or on such other date as may be
fixed by the Board of Directors.  At such meeting the stockholders shall elect
a Board of Directors and shall transact such other business as may properly be
brought before the meeting.  If the election of Directors shall not be held on
the day designated herein for any annual meeting of the stockholders, or at
any adjournment thereof, the Board of Directors shall cause the election to be
held at a special meeting of the stockholders as soon thereafter as
conveniently may be.

    Section 2.   Special Meetings.  Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the President or by the Board of Directors.

    Section 3.   Place of Meetings.  The Board of Directors may designate any
place, either within or without the State of Delaware, as the place of meeting
for any annual meeting or for any special meeting.  If no designation is made,
the place of meeting shall be the principal office of the Corporation.

    Section 4.   Notice of Meetings.  Whenever stockholders are required or
permitted to take any action at a meeting, a written notice stating the place,
date and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall, unless otherwise prescribed
by statute, be delivered not less than 10 days or more than 60 days before the
date of the meeting, to each stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, postage prepaid, directed to the stockholder at
such stockholder's address as it appears on the records of the Corporation.

    Section 5.   Waiver of Notice.  Notice of a meeting need not be given to
any stockholder who submits a written waiver of notice signed by the
stockholder as of the time for such meeting.  Attendance of a stockholder at
a meeting of stockholders shall constitute a waiver of notice of such meeting,
except when the stockholder attends the meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.  Neither the business
to be transacted at, nor the purpose of any regular or special meeting of the
stockholders, need be specified in any written waiver of notice.

    Section 6.   Closing Transfer Books or Fixing of Record.  For the purpose
of determining stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or stockholders entitled to receive
payment of any dividend, or in order to make a determination of stockholders
for any other proper purpose, the Board of Directors may provide that the
stock transfer books shall be closed for a stated period, but not to exceed in
any case 60 days.  If the stock transfer books shall be closed for the purpose
of determining stockholders entitled to notice of or to vote at a meeting of
stockholders such books shall be closed for at least 21 days immediately
preceding such meeting.  In lieu of closing the stock transfer books, the Board
of Directors may fix in advance a date as the record date for any such
determination of stockholders which may not be more than 60 days prior to the
date on which the particular action requiring such determination of
stockholders is to be taken.  If the stock transfer books are not closed and
no record date is fixed for the determination of stockholders entitled to
notice of or to vote at a meeting of stockholders or of stockholders entitled
to receive payment of a dividend, the date on which notice of the meeting is
mailed or the date on which the resolution of the Board of Directors declaring
such dividend is adopted, as the case may be, shall be the record date for such
determination of stockholders.  When a determination of stockholders entitled
to vote at any meeting of stockholders has been made as provided in this
section, such determination shall apply to any adjournment thereof.

    Section 7.   Stockholder List.  The Secretary shall prepare or cause to be
prepared a complete list of the stockholders entitled to vote at each meeting
of stockholders or any adjournment thereof, arranged in alphabetical order,
with the address of and the number of shares registered in the name of each
stockholder.  Such list shall be produced and kept at the time and place of the
meeting during the whole time thereof and may be inspected by any stockholder
who is present.

    The stock ledger maintained by the Secretary pursuant to Section 9 of
Article IV of these By-Laws shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
section or the books of the Corporation, or to vote in person or by proxy at
any meeting of stockholders.

    Section 8.   Conduct of Meeting.  Meetings of the stockholders shall be
presided over by one of the following officers if present and acting, in the
following order of priority: the Chairman of the Board, if such an officer
be elected, the President, a Vice President, or if none of the foregoing is
in office and present and acting, by a chairman to be chosen by the
stockholders.  The Secretary of the Corporation shall act as secretary of
every meeting, but if the Secretary is not present, the chairman of the meeting
shall appoint a secretary of the meeting.

    Section 9.   Quorum.  Except as otherwise provided by statute or by the
Certificate of Incorporation, a majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of stockholders for the transaction of
business.  If less than a majority of the outstanding shares are represented
at a meeting, a majority of the shares so represented may adjourn the meeting
from time to time without further notice.  At such adjourned meeting at which
a quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally noticed.  The
stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of stockholders
leaving less than a quorum.  If the adjournment is for more than 30 days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder entitled to
vote at the meeting.

    Section 10.   Proxy Representation.  Every stockholder may authorize
another person or persons to act for him or her by proxy in all matters as to
which such stockholder is entitled to participate, whether by waiving notice
of any meeting, by voting or participating at a meeting, or by expressing
consent or dissent without a meeting.  Every proxy appointment either executed
in writing or conveyed through telegram, cablegram, facsimile, e-mail or other
means of electronic transmission shall be signed by the stockholder or by the
stockholder's attorney-in-fact.  No proxy shall be voted or acted upon after
three years from its date unless such proxy provides for a longer period.  A
duly executed proxy shall be irrevocable if its states that it is irrevocable
and, if, and only as long as, it is coupled with an interest sufficient in law
to support an irrevocable power.  A proxy may be made irrevocable regardless
of whether the interest with which it is coupled is an interest in the stock
itself or an interest in the Corporation generally.  A proxy shall be filed
with the Secretary of the Corporation before or at the time of the meeting.

    Section 11.   Voting of Shares.  Each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at a meeting
of stockholders.  Directors shall be elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and entitled
to vote on the election of directors.  Any other action shall be authorized by
a majority of the votes cast except as may be otherwise prescribed by statute
or by the provisions of the Certificate of Incorporation or these By-Laws. All
elections of directors shall be by written ballot.

   Section 12.   Voting of Shares by Certain Holders.  Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as the
by-laws of such corporation may prescribe or, in the absence of such provision,
as the board of directors of such corporation may determine.

    Shares held by an administrator, executor, guardian or conservator may be
voted by such person either in person or by proxy, without a transfer of such
shares into such person's name.

    Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into such person=s name, if authority to
do so be contained in an appropriate order of the court by which such receiver
was appointed.

    Shares of its own stock belonging to the Corporation whether or not
registered in its name, shall not be deemed to be outstanding at any meeting
for purposes of determining the persons entitled to vote and the number of
shares outstanding.

    Section 13.   Stockholder Action without Meeting.  Any action required to
be taken at a meeting of the stockholders, or any other action which may be
taken at a meeting of the stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding shares having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted.  Prompt notice of the taking of the action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.


                              ARTICLE III

                          BOARD OF DIRECTORS


    Section 1.   General Powers.  The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors of the
Corporation which may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws directed or required to be exercised or done
by the stockholders.  The use of the phrase "whole Board" herein refers to the
total number of directors which the Corporation would have if there were no
vacancies.

    Section 2.  Qualifications and Number. A director need not be a stockholder
or a citizen of the United States. As of the date of adoption of these bylaws,
the number of directors constituting the whole Board of Directors was seven.
The number of directors constituting the whole Board of Directors may be
increased or decreased from time to time by action of the stockholders or of
the directors, except that the number of directors shall not be less than three
or more than 15.

   Section 3.   Election and Term.  Any director may resign at any time by
written notice to the Corporation.  Directors who are elected at any annual
meeting of stockholders, and directors who are elected in the interim to fill
vacancies and newly created directorships, shall hold office until the next
annual meeting of stockholders and until their successors are elected and
qualified or until their earlier resignation or removal.  In the interim
between annual meetings of stockholders or special meetings of stockholders
called for the election of directors and/or for the removal of one or more
directors and for the filling of any vacancy generated thereby, newly created
directorships and any vacancies in the Board of Directors, including unfilled
vacancies resulting from the removal of directors for cause or without cause,
may be filled by the vote of a majority of the remaining directors then in
office, although less than a quorum, or by the sole remaining director.

    Section 4.   Regular Meetings.  Regular meetings of the Board of Directors
shall be held without notice immediately after, and at the same place as, the
annual meeting of stockholders.  The Board of Directors may establish the time
and place for the holding of additional regular meetings without notice.

   Section 5.   Special Meetings.  Special meetings of the Board of Directors
may be called by or at the request of the President or any two directors.  The
person or persons authorized to call special meetings of the Board of Directors
may fix the place for holding any special meeting of the Board of Directors
called by them.

    Section 6.   Notice or Constructive Waiver.  No notice shall be required
for regular meetings of the Board of Directors for which the time and place
have been fixed.  Written, oral, or any other mode of notice of the time and
place shall be given for special meetings of the Board of Directors not less
than 24 hours prior to the time fixed for the meeting.  Notice need not be
given to any director who submits a written waiver of notice signed by such
director before or after the time of the meeting.  Attendance of any director
at a meeting shall constitute a waiver of notice of such meeting, except when
such director attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.  Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
directors need be specified in any written waiver of notice.

    Section 7.   Quorum.  A majority of the directors at the time in office
shall constitute a quorum for the transaction of business at any meeting of
the Board of Directors, provided that the number of directors constituting a
quorum shall in no case shall be less than one-third of the whole Board.  If
directors who are less than the number required to constitute a quorum shall
be present at a 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.

   Section 8.   Participating by Telephone.   Any member or members of the
Board of Directors or of any committee designated by the Board, may participate
in a meeting of the Board, or any such committee, as the case may be, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other.

   Section 9.   Manner of Acting.  The vote of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the
Board of Directors.

   Section 10.   Action Without a Meeting.  Unless otherwise provided by the
Certificate of Incorporation or these By-Laws, any action that may be taken
at a meeting of the Board of Directors or any committee thereof may be taken
without a meeting if a consent in writing, setting forth the action so to be
taken, shall be signed by all the members of the Board of Directors or
committee, as the case may be, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors or such committee.

   Section 11.   Compensation.  The Board of Directors may provide for the
payment to each director of the expenses, if any, of the director=s attendance
at each meeting of the Board of Directors, a stated salary as a director or a
fixed sum for attendance at each meeting of the Board of Directors or both
and/or for such other compensation as the Board of Directors may determine.
No such payment shall preclude any director from serving the Corporation in
any other capacity and receiving compensation therefor.

   Section 12.   Removal of Directors.  Any director or the entire Board of
Directors may be removed, with or without cause, by the vote or consent of
the holders of a majority of the shares then entitled to vote at an election
of directors.

   Section 13.   Committees.  The Board of Directors may, by resolution passed
by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of directors of the Corporation.  he 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, and in the
absence of a designation by the Board of Directors of an alternate director to
replace the absent or disqualified member, the member or members of the
committee present at any meeting and not disqualified from voting, whether or
not such member or members constitute a quorum, may unanimously appoint another
director to act at the meeting in the place of the absent or disqualified
member.  Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise the powers and authority of the
Board of Directors in the management of the business and affairs of the
Corporation, with the exception of any authority the delegation of which is
prohibited by statute, and may authorize the seal of the Corporation to be
affixed to all papers which may require it.  Each committee shall keep regular
minutes and report to the Board of Directors when required.

   Section 14.   Interested Directors.   No contract or transaction between the
Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its 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 the committee thereof
which authorizes the contract or transaction, or solely because such person's
or persons' votes are counted for such purpose if (i) the material facts as to
such person's or persons' relationship or interest and as to the contract or
transaction are disclosed or are known to the Board of Directors or the
committee, and the Board of Directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than
a quorum; or (ii) the material facts as to such person's or persons'
relationship or interest and as to the contract or transaction are disclosed
or are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or (iii) the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified by the Board of Directors, a
committee thereof or the stockholders.  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.


                                   ARTICLE IV

                                    OFFICERS


   Section 1.   Officers.  The officers of the Corporation shall be a Chairman
of the Board, a President, a Secretary and a Chief Financial Officer.  The
Corporation may also have, at the discretion of the Board of Directors, one or
more Vice Presidents, one or more Assistant Secretaries and such other officers
as may be appointed in accordance with the provisions of Section 3 of this
Article IV.  Any number of offices may be held by the same person.

   Section 2.   Election of Officers. The officers of the Corporation, except
such officers as may be appointed in accordance with the provisions of Section
3 or Section 5 of this Article IV, shall be chosen by the Board of Directors
(or any committee thereof authorized to do so) and each shall serve at the
pleasure of the Board.  The officers shall be elected annually by the Board
of Directors at the first meeting of the Board of Directors held after the
annual meeting of the stockholders.  If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as is
convenient.  Each officer shall hold office until such officer's successor
shall have been duly elected and shall have qualified, or until such officer's
earlier resignation or removal.

   Section 3.   Subordinate Officers.  The Board of Directors (or any committee
thereof authorized to do so) may appoint, and may empower the Chairman of the
Board or President to appoint, such other officers as the business of the
Corporation may require, each of whom shall have such authority and perform
such duties as are provided in these By-Laws or as the Board of Directors may
from time to time determine.

   Section 4.   Removal and Resignation of Officers.  Any officer may be
removed, either with or without cause, by the Board of Directors, at any
regular or special meeting of the Board, or, except in case of an officer
chosen by the Board of Directors, by any officer upon whom such power of
removal may be conferred by the Board of Directors.  Any such removal shall
be without prejudice to the rights, if any, of an officer under any contract
to which the officer is a party. Any officer may resign at any time by giving
written notice to the Corporation.  Any resignation shall take effect at the
date of the receipt of that notice or at any later time specified in that
notice; and, unless otherwise specified in that notice, the acceptance of the
resignation shall not be necessary to make it effective.  Any resignation shall
be without prejudice to the rights, if any, of the Corporation under any
contract to which the officer is a party.

   Section 5.   Vacancies in Offices. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in
the manner prescribed in these By-Laws for regular appointments to that office.

   Section 6.   Chairman of the Board.  The Chairman of the Board, if such an
officer be elected, shall, if present, preside at meetings of the Board of
Directors and exercise and perform such other powers and duties as may be from
time to time assigned to him by the Board of Directors or prescribed by these
By-Laws. If there is no President, the Chairman of the Board shall in addition
be the chief executive officer of the Corporation and shall have the powers and
duties prescribed in Section 7 of this Article IV.

   Section 7.   President. Subject to such supervisory powers, if any, as may
be given by the Board of Directors to the Chairman of the Board, if such an
officer be elected, the President shall be the chief executive officer of the
Corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and the officers of
the Corporation.  He shall preside at all meetings of the stockholders and, in
the absence of the Chairman of the Board, or if there be none, at all meetings
of the Board of Directors.  He shall have the general powers and duties of
management usually vested in the office of president of a corporation, and
shall have such other powers and duties as may be prescribed by the Board of
Directors or these By-Laws.

   Section 8.   Vice Presidents. In the absence or disability of the President,
the Vice Presidents, if any, in order of their rank as fixed by the Board of
Directors or, if not ranked, a Vice President designated by the Board of
Directors, shall perform all the duties of the President, and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
President.  The Vice Presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for each of them,
respectively, by the Board of Directors or By-Laws, and the President or the
Chairman of the Board.

   Section 9.  Secretary.  The Secretary shall keep or cause to be kept, at the
principal executive office or such other place as the Board of Directors may
direct, a book of minutes of all meetings and actions of directors, committees
of directors and stockholders, with the time and place of holding, whether
regular or special, and, if special, how authorized, the notice given, the
names of those present at directors= meetings or committee meetings, the number
of shares present or represented at stockholders= meetings, and the
proceedings.

   The Secretary shall keep, or cause to be kept, at the principal executive
office or at the office of the Corporation=s transfer agent or registrar, as
determined by resolution of the board of directors, a stock ledger, or a
duplicate stock ledger, showing the names of all stockholders 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.

   The Secretary shall give, or cause to be given, notice of all meetings of
the stockholders and of the Board of Directors required by the By-Laws or by
law to be given, and shall keep the seal of the Corporation, if one be adopted,
in safe custody, and shall have such other powers and perform such other duties
as may be prescribed by the Board of Directors or by these By-Laws.

   Section 10.   Chief Financial Officer.  The Chief Financial Officer shall
keep and maintain, or cause to be kept and maintained, adequate and correct
books and records of accounts of the properties and business transactions of
the Corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, retained earnings and shares.  The books
of account shall at all reasonable times be open to inspection by any
directors.

   The Chief Financial Officer shall deposit all moneys and other valuables in
the name and to the credit of the Corporation with such depositories as may be
designated by the Board of Directors.  He shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, shall render to the
President and directors, whenever they request it, an account of all of his
transactions as Chief Financial Officer and of the financial condition of the
Corporation, and shall have the powers and perform such other duties as may be
prescribed by the Board of Directors or these By-Laws.

   Section 11.   Salaries.  The salaries of the officers shall be fixed from
time to time by the Board of Directors (or any committee thereof authorized
to do so).  No officer shall be prevented from receiving salary by reason of
the fact that such officer is also a director of the Corporation.


                                    ARTICLE V

                                    INDEMNITY


   Section 1.   Indemnification of Officers, Directors, Employees and Agents;
Insurance.  (a) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other entity or enterprise, against
expenses (including attorneys= fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interest of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The termination of any proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a manner
which such person reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his or her conduct was
unlawful.

   (b) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened or pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its
favor by reason of the fact that such person is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other entity or enterprise
against expenses (including attorneys= fees) actually and reasonably incurred
by such person in connection with the defense or settlement of such action or
suit if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interest of the Corporation and
except that no such indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable
to the Corporation unless and only to the extent that the Court of Chancery of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of
all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such Court of Chancery or such
other court shall deem proper.

   (c) To the extent that a director, officer, employee or agent of the
Corporation shall be successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in paragraphs (a) and (b) of this
Section 1, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys= fees) actually and
reasonably incurred by such person in connection herewith.

   (d) Any indemnification under paragraphs (a) and (b) of this Section 1
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because such person
has met the applicable standard of conduct set forth in paragraphs (a) and (b).
Such determination shall be made with respect to a person who is a director or
officer at the time of such determination, (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum, or (3) if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (4) by the stockholders.

   (e) Expenses (including attorneys' fees) incurred by an officer or director
in defending a civil or criminal action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation as authorized in
this Section 1.  Such expenses incurred by other employees and agents
(including attorneys' fees) may be so paid upon such terms and conditions, if
any, as the Board of Directors deems appropriate.

   (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this Section 1 shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in
such persons' official capacity and as to action in another capacity while
holding such office.

   (g) The Board of Directors may authorize the Corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation or a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other entity or
enterprise against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person's status as
such, whether or not the Corporation would have the power to indemnify such
person against liability under the provisions of this Section 1.

   (h) For the purposes of this Section 1, references to "the Corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at
the request of such constituent corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
entity or enterprise, shall stand in the same position under the provisions
of this Article with respect to the resulting or surviving corporation as
such person would have with respect to such constituent corporation if its
separate existence had continued.

   (i) For purposes of this Section 1, references to "other enterprises"
shall include employee benefit plans; references to Afines@ shall include
any excise taxes assessed on a person with respect to any employee benefit
plan; and references to Aserving at the request of the Corporation@ shall
include service as a director, officer, employee or agent of the Corporation
which imposes duties on, or involves services by, such director, officer,
employee or agent with respect to any employee benefit plan, its participants
or beneficiaries; and a person who acted in good faith and in a manner
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner not
opposed to the best interests of the Corporation@ as referred to in this
Section 1.

   (j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Section 1 shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

   (k) The Court of Chancery of Delaware is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of expenses or
indemnification brought under this Section 1 or under any by-law, agreement,
vote of stockholders or disinterested directors, or otherwise.  The Court of
Chancery may summarily determine the Corporation's obligation to advance
expenses (including attorneys' fees).


                               ARTICLE VI

                 CERTIFICATES FOR STOCK AND THEIR TRANSFER


   Section 1.   Certificates for Stock.   Certificates representing stock of
the Corporation shall be in such form as shall be determined by the Board of
Directors.  Every holder of stock of the Corporation shall be entitled to have
a certificate signed, in the name of the Corporation, (i) by the Chairman of
the Board of Directors, the President or a Vice President and (ii) by the
Chief Financial Officer or the Secretary or the Assistant Secretary of the
Corporation, and sealed with the corporate seal certifying the number of shares
owned by such person in the Corporation.  The name and address of the person
to whom the shares represented thereby are issued, with the number of shares
and the date of issue, shall be entered on the stock transfer books of the
Corporation.

   Section 2.   Transfer of Stock.   Transfer of stock of the Corporation shall
be made on the stock transfer books of the Corporation and only by the holder
of record thereof or by such holder's legal representative, who shall furnish
proper evidence of authority to transfer, or by such holder's attorney
thereunto authorized by power of attorney duly executed and filed with the
Secretary of the Corporation and upon surrender of the certificates therefor
for cancellation.  All certificates surrendered to the Corporation for
cancellation shall be canceled, and no new certificates shall be issued until
the former certificate for those shares shall have been surrendered and
canceled, except in the case of a lost, stolen or destroyed certificate which
shall be issued in accordance with Section 3 of this Article VI.

   Section 3.   Lost Certificates.   The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed.  When authorizing such issue of a new certificate,
the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or such person's legal representative, to advertise the same in
such manner as the Board of Directors shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate
alleged to be lost, stolen or destroyed.

   Section 4.  Uncertificated Stock.  The Board of Directors of the Corporation
may provide by resolution or resolutions that some or all of any or all classes
or series of the stock of the Corporation shall be uncertificated stock.  Any
such resolution shall not apply to shares of stock represented by a certificate
until such certificate is surrendered to the Corporation.  Notwithstanding the
adoption of such a resolution by the Board of Directors, upon request every
holder of uncertificated shares shall be entitled to have a certificate signed
by, or in the name of the Corporation by the Chairman of the Board of
Directors, or the President or Vice President, and by the Chief Financial
Officer or the Secretary or an Assistant Secretary of the Corporation
representing such shares in certificate form.  Any or all the signatures on the
certificate may be a facsimile.  In case any officer, agent or registrar who
has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such person were such officer, transfer agent or registrar at the date
of issue.

                                  ARTICLE VII

                               GENERAL PROVISIONS

   Section 1.   Fiscal Year.  The fiscal year of the Corporation shall begin on
the first day of July and end on the 30th day of June of the following year.

   Section 2.   Corporate Seal.  The Board of Directors shall provide a
corporate seal which shall be circular in form and shall have inscribed thereon
the name of the Corporation, the state of incorporation, the year of its
organization and the words, "Corporate Seal."


                                 ARTICLE VIII

                                   AMENDMENTS


   Section 1.   These By-Laws may be altered, amended or repealed, in whole or
in part, and new By-Laws may be adopted by the stockholders or by the Board of
Directors at any regular or special meeting or by unanimous written consent of
the Board of Directors or by written consent of the holders of a majority of
the shares entitled to vote thereon.  Notice of any alteration, amendment,
repeal or the adoption of new By-Laws to be proposed at a meeting of
stockholders or the Board of Directors shall be contained in the notice of
such meeting of stockholders or Board of Directors, as the case may be.  All
such amendments adopted at a meeting of stockholders or the Board of Directors
shall be approved by the holders of a majority of the shares entitled to vote
thereon or by a majority of the whole Board of Directors, as the case may be.