Exhibit 3(ii)


                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                                WATER CHEF, INC.,

                             a Delaware corporation


                                    ARTICLE I

                                  STOCKHOLDERS

SECTION 1.1 Annual Meetings. An annual meeting of stockholders to elect
directors and transact such other business as may properly be presented to the
meeting may be held at such place, within or without the State of Delaware, as
may be designated by or in the manner provided in the Certificate of
Incorporation or the By-Laws, or if not so designated, as the Board of Directors
may from time to time determine. If pursuant to the Certificate of Incorporation
or the By-Laws, the Board of Directors is authorized to determine the place of a
meeting of stockholders, the Board of Directors may, in its sole discretion,
determine that the meeting shall not be held at any place, but may instead be
held solely by means of remote communication as authorized by the provisions of
the General Corporation Law of the State of Delaware (the "DGCL").

If authorized by the Board of Directors in its sole discretion, and subject to
such guidelines and procedures as the Board of Directors may adopt, stockholders
and proxyholders not physically present at a meeting of stockholders may, by
means of remote communication, participate in a meeting of stockholders and be
deemed present in person and vote at a meeting of stockholders, whether such
meeting is to be held at a designated place or solely by means of remote
communication. If such means are authorized, the Corporation shall implement
reasonable measures to verify that each person deemed present and permitted to
vote at the meeting by means of remote communication is, in fact, a stockholder
or proxyholder. The Corporation shall also implement reasonable measures to
provide such stockholders and proxyholders a reasonable opportunity to
participate in the meeting and to vote on matters submitted to the stockholders,
including an opportunity to read or hear the proceedings of the meeting
substantially concurrently with such proceedings. If a stockholder or
proxyholder votes or takes other action at the meeting by means of remote
communication, a record of such vote or other action shall be maintained by the
Corporation.

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SECTION 1.2 Special Meetings. A special meeting of stockholders may be called at
any time by two or more directors or the Chairman of the Board or the President
and shall be called by any of them or by the Secretary upon receipt of a written
request to do so specifying the matter or matters, appropriate for action at
such a meeting, proposed to be presented at the meeting and signed by holders of
record of a majority of the shares of stock that would be entitled to be voted
on such matter or matters if the meeting were held on the day such request is
received and the record date for such meeting were the close of business on the
preceding day. Any such meeting shall be held at such time and at such place,
within or without the State of Delaware, as shall be determined by the body or
person calling such meeting and as shall be stated in the notice of such
meeting.

SECTION 1.3 Notice of Meeting; Notice to Stockholders. For each meeting of
stockholders written notice shall be given stating the place, if any, date and
hour, the means of remote communication, if any, by which stockholders and
proxyholders may be deemed to be present in person and may vote at such meeting,
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called. Except as otherwise provided by Delaware law, the written
notice of any meeting shall be given not less than 10 nor more than 60 days
before the date of the meeting to each stockholder entitled to vote at such
meeting. If mailed, notice shall be deemed to be given 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.

Any notice given to a stockholder under any provision of the DGCL, the
Certificate of Incorporation or By-Laws shall be effective if given by a form of
electronic transmission consented to by such stockholder. Any such consent shall
be revocable by a stockholder by written notice to the Corporation and shall be
deemed revoked under the circumstances described in the DGCL. Notice given to
stockholders by electronic transmission shall be given as provided in the DGCL.

SECTION 1.4 Quorum. Except as otherwise required by the DGCL or the Certificate
of Incorporation, the holders of record of a majority of the shares of stock
entitled to be voted present in person or represented by proxy at a meeting
shall constitute a quorum for the transaction of business at the meeting, but in
the absence of a quorum the holders of record present or represented by proxy at
such meeting may vote to adjourn the meeting from time to time, without notice
other than announcement at the meeting unless otherwise provided in the DGCL or
By-Laws, until a quorum is obtained.

SECTION 1.5 Chairman and Secretary at Meeting. At each meeting of stockholders
the Chairman of the Board, or in such person's absence the person designated in
writing by the Chairman of the Board, or if no person is so designated, then a
person designated by the Board of Directors, shall preside as chairman of the
meeting; if no person is so designated, then the meeting shall choose a chairman
by plurality vote. The Secretary, or in such person's absence a person
designated by the chairman of the meeting, shall act as secretary of the
meeting.

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SECTION 1.6 Voting; Proxies. Except as otherwise provided by the DGCL or the
Certificate of Incorporation:

(a) Each stockholder shall at every meeting of the stockholders be entitled to
one vote for each share of capital stock held by such stockholder.

(b) Each stockholder entitled to vote at a meeting of stockholders or to express
consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for such stockholder by proxy, but no
such proxy shall be voted or acted upon after three years from its date, unless
the proxy provides for a longer period. A proxy shall be irrevocable if it
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 stockholder may
revoke any proxy that is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or by delivering
a proxy in accordance with applicable law bearing a later date to the Secretary
of the Corporation. A stockholder may authorize another person or persons to act
for such stockholder as proxy by transmitting or authorizing the transmission of
a telegram, cablegram, or other means of electronic transmission to the person
who will be the holder of the proxy or to a proxy solicitation firm, proxy
support service organization or like agent duly authorized by the person who
will be the holder of the proxy to receive such transmission, provided that any
such telegram, cablegram, or other means of electronic transmission must either
set forth or be submitted with information from which it can be determined that
the telegram, cablegram, or other means of electronic transmission was
authorized by the stockholder.

(c) Directors shall be elected by a plurality vote.

(d) Each matter, other than election of directors, properly presented to any
meeting shall be decided by a majority of the votes cast on the matter.

(e) Unless otherwise provided in the Certificate of Incorporation, all elections
of directors shall be by written ballot. Voting on all other matters need not be
by written ballot unless ordered by the chairman of the meeting or if so
requested by any stockholder present or represented by proxy at the meeting and
entitled to vote on such matter.

(f) If authorized by the Board of Directors, the requirement of a written ballot
may be satisfied by a ballot submitted by electronic submission, accompanied by
the information specified in the DGCL.

SECTION 1.7 Adjourned Meetings. A meeting of stockholders may be adjourned to
another time or place. Unless the Board of Directors fixes a new record date,
stockholders of record for an adjourned meeting shall be as originally
determined for the meeting from which the adjournment was taken. Except as
provided in the next succeeding sentence, notice need not be given of the
adjourned if the time, place, if any, thereof, and the means of remote
communication, if any, by which stockholders and proxy holders may be deemed to
be present in person and vote at such adjourned meeting are announced at the
meeting at which the adjournment is taken. 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 of record entitled to vote. At the adjourned meeting at which there
shall be present or represented the holders of record of the requisite number of
shares, any business may be transacted that might have been transacted at the
meeting as originally called.

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SECTION 1.8 Consent of Stockholders in Lieu of Meeting. Any action that may be
taken at any annual or special meeting of 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
stock 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. A telegram, cablegram or other electronic
transmission consenting to action shall be deemed to be written, signed and
dated provided that it sets forth or is delivered with information from which
the Corporation can determine that it was transmitted by the stockholder,
proxyholder or by a person authorized to act for the stockholder or proxyholder
and the date on which it was transmitted. No consent given by telegram,
cablegram or other electronic transmission shall be deemed to have been
delivered until there shall have been compliance with applicable provisions of
the DGCL. Notice of the taking of such action shall be given promptly to each
stockholder that did not consent thereto in writing to the extent such notice is
required by the provisions of the DGCL.

SECTION 1.9 List of Stockholders Entitled to Vote. At least 10 days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order and showing the address of each
stockholder and the number of shares registered in the name of each stockholder,
shall be prepared. Such list shall be open to the examination of any stockholder
(as defined in Section 220 of the DGCL or any successor statute) for any proper
purpose, for a period of at least 10 days prior to the meeting, (a) on a
reasonably accessible electronic network, provided that the information required
to gain access to the list is provided with the notice of the meeting or, (b)
during ordinary business hours, at the principal place of business of the
Corporation. If the meeting is to be held at a place, 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. If the meeting
is to be held solely by means of remote communication, the such list shall also
be open to the examination of any stockholder during the whole time of the
meeting on a reasonably accessible electronic network, and the information
required to access such list shall be provided with the notice of the meeting.

SECTION 1.10 Fixing of Record Date. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than 60 nor less than 10 days before the date of such
meeting, nor more than 60 days prior to any other action. If no record date is
fixed, the record date for determining stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
next preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held; the record date for determining stockholders entitled to express consent
to corporate action in writing without a meeting, when no prior action by the
Board of Directors is necessary, shall be the day on which the first written
consent is expressed; and the record date for any other purpose shall be at the
close of business on the day on which the Board of Directors adopts the
resolution relating thereto.

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SECTION 1.11 Shareholder Proposals. Any stockholder wishing to submit a proposal
for consideration at an annual meeting of stockholders, other than a nomination
for election to the corporation's board of directors, shall give notice to the
corporation of such proposal not less than 45 days prior to the first
anniversary of the date of the last annual meeting of stockholders. Such notice
shall be in writing, delivered or mailed by first class United States mail,
postage prepaid, to the Secretary of the Corporation, and shall be received by
the Secretary conformity with the deadline referred to in the previous sentence.
Each notice shall set forth (i) the name, age and address of the stockholder who
intends to make the proposal and a brief description of the proposal itself;
(ii) a representation that the stockholder is a holder of record of the
Corporation entitled to vote at the meeting and intends to appear in person or
by proxy at the meeting to present the proposal specified in the notice; and
(iii) such other information regarding the proposal as would have been required
to be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had such proposal been made by the Board of
Directors of the Corporation. The Chairman of any meeting of stockholders may,
if the facts warrant, determine and declare to the meeting that a stockholder
proposal was not made in accordance with the foregoing procedure, and if he or
she should so determine, the Chairman shall so declare to the meeting and the
defective proposal shall be disregarded. In all other respects, stockholder
proposals shall conform to Rule 14a-8 under the Securities Exchange Act of 1934,
as amended.

Any stockholder wishing to submit a proposal for consideration at the annual
meeting of stockholders for the nomination for the election to the Corporation's
board of directors. Such nominations shall be made by notice in writing,
delivered or mailed by first class United States mail, postage prepaid, to the
Secretary of the Corporation not less than 45 days prior to the first
anniversary of the date of the last meeting of stockholders of the Corporation
called for the election of directors. Each notice shall set forth (i) the name,
age and address of the stockholder who intends to make the nomination and of the
person or persons to be nominated; (ii) a representation that the stockholder is
a holder of record of the corporation entitled to vote at the meeting and
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (iii) the name, age, business address and, if
known, residence address of each nominee proposed in such notice; (iv) the
principal occupation or employment of each such nominee; (v) a description of
all arrangements or understandings between the stockholder and each such nominee
and any other person or persons (naming such person or persons) pursuant to
which the nomination or nominations are to be made by the stockholder; (vi) such
other information regarding each such nominee as would have been required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had each nominee been nominated, or intended
to be nominated, by the Board of Directors of the corporation; and (vii) the
consent of each such nominee to serve as a director of the corporation if so
elected. The Chairman of any meeting of stockholders may, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedure, and if he or she should so determine,
the Chairman shall so declare to the meeting and the defective nomination shall
be disregarded. Except as required in the By-Laws no election need be by written
ballot. In all other respects, stockholder proposals shall conform to Rule 14a-8
under the Securities Exchange Act of 1934, as amended.

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                                   ARTICLE II

                                    DIRECTORS

SECTION 2.1 Number; Term of Office; Qualifications; Vacancies. The number of the
directors constituting the entire Board of Directors shall be the number, not
less than one nor more than 15, fixed from time to time by a majority of the
total number of directors which the Corporation would have, prior to any
increase or decrease, if there were no vacancies, provided, however, that no
decrease shall shorten the term of an incumbent director. Until otherwise fixed
by the directors, the number of directors constituting the entire Board shall be
three (3). Directors shall be elected at the annual meeting of stockholders to
hold office, subject to Sections 2.2 and 2.3, until the next annual meeting of
stockholders and until their respective successors are elected and qualify.
Vacancies and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of the directors then
in office, although less than a quorum, or by the sole remaining director, and
the directors so chosen shall hold office, subject to Sections 2.2 and 2.3,
until the next annual meeting of stockholders and until their respective
successors are elected and qualify.

SECTION 2.2 Resignation. Any director of the Corporation may resign at any time
by giving written notice or by electronic transmission, as defined in the DGCL,
of such resignation to the Board of Directors or the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein or, if no time be specified, upon receipt thereof by the Board of
Directors or the Secretary; and, unless specified therein, the acceptance of
such resignation shall not be necessary to make it effective. When one or more
directors shall resign from the Board of Directors effective at a future date, a
majority of the directors then in office, including those who have so resigned,
shall have power to fill such vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations shall become effective, and each
director so chosen shall hold office as provided in these By-Laws in the filling
of other vacancies.

SECTION 2.3 Removal. Subject to the provisions of the DGCL, any one or more
directors may be removed, with or without cause, by the vote or written consent
of the holders of a majority of the shares entitled to vote at an election of
directors.

SECTION 2.4 Regular and Annual Meetings; Notice. Regular meetings of the Board
of Directors shall be held at such time and at such place, within or without the
State of Delaware, as the Board of Directors may from time to time prescribe. No
notice need be given of any regular meeting, and a notice, if given, need not
specify the purposes thereof. A meeting of the Board of Directors may be held
without notice immediately after an annual meeting of stockholders at the same
place as that at which such meeting was held.

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SECTION 2.5 Special Meetings; Notice. A special meeting of the Board of
Directors may be called at any time by the Board of Directors, the Chairman of
the Board or the President and shall be called by any one of them or by the
Secretary upon receipt of a written request to do so specifying the matter or
matters, appropriate for action at such a meeting, proposed to be presented at
the meeting and signed by at least two directors. Any such meeting shall be held
at such time and at such place, within or without the State of Delaware, as
shall be determined by the body or person calling such meeting. Notice of such
meeting stating the time and place thereof shall be given (a) by deposit of the
notice in the United States mail, first class, postage prepaid, at least seven
days before the day fixed for the meeting addressed to each director at such
person's address as it appears on the Corporation's records or at such other
address as the director may have furnished the Corporation for that purpose, or
(b) by delivery of the notice similarly addressed for dispatch by facsimile or
telegraph, or by delivery of the notice by telephone or in person, in each case
at least 48 hours before the time fixed for the meeting.

SECTION 2.6 Presiding Officer and Secretary at Meetings. Each meeting of the
Board of Directors shall be presided over by the Chairman of the Board or in
such person's absence by such member of the Board of Directors as shall be
chosen at the meeting. The Secretary, or in such person's absence an Assistant
Secretary, shall act as secretary of the meeting, or if no such officer is
present, a secretary of the meeting shall be designated by the person presiding
over the meeting.

SECTION 2.7 Quorum. A majority of the directors then in office shall constitute
a quorum for the transaction of business, but in the absence of a quorum a
majority of those present (or if only one be present, then that one) may adjourn
the meeting, without notice other than announcement at the meeting, until such
time as a quorum is present. 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.

SECTION 2.8 Meeting by Telephone. Unless otherwise restricted by the Certificate
of Incorporation or By-Laws, members of the Board of Directors or of any
committee thereof may participate in meetings of the Board of Directors or of
such committee by means of conference telephone or other communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation shall constitute presence in person at such
meeting.

SECTION 2.9 Action Without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or By-Laws, 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 of Directors or of such
committee, as the case may be, consent thereto in writing or by electronic
transmission and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or of such committee. Such electronic
transmission or transmissions filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if such minutes are
maintained in electronic form.

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SECTION 2.10 Committees of the Board. The Board of Directors may, by resolution
passed by the Board of Directors, designate one or more other committees, each
such committee to have such name and to consist of one or more directors as the
Board of Directors may from time to time determine. Any such committee, to the
extent provided in such resolution or resolutions, 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, but no such committee shall have such
power or authority in reference to (a) approving or adopting, or recommending to
the stockholders, any action or matter expressly required by the DGCL to be
submitted to stockholders for approval, or (b) adopting, amending or repealing
any By-Law. In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.

SECTION 2.11 Compensation. No director shall receive any stated salary for such
person's services as a director or as a member of a committee but shall receive
such sum, if any, as may from time to time be fixed by the Board of Directors.

                                   ARTICLE III

                                    OFFICERS

SECTION 3.1 Election; Qualification. The officers of the Corporation shall
consist of a President, a Secretary and a Treasurer, each of whom shall be
elected by the Board of Directors. The Board of Directors may elect a Chairman
of the Board, one or more Vice Presidents, or Controller, one or more Assistant
Secretaries, one or more Assistant Treasurers, one or more Assistant Controllers
and such other officers as it may from time to time determine. The Board of
Directors shall also determine which of the officers shall hold the offices of
Chief Executive Officer and Chief Financial Officer. Any officer other than the
Chairman of the Board may, but is not required to, be a director of the
Corporation. Two or more offices may be held by the same person.

SECTION 3.2 Term of Office. Each officer shall hold office from the time of such
person's election and qualification to the time at which such person's successor
is elected and qualified, unless he shall die or resign or shall be removed
pursuant to Section 3.4 at any time sooner.

SECTION 3.3 Resignation. Any officer of the Corporation may resign at any time
by giving written notice of such resignation to the Board of Directors, the
Chairman of the Board, the President or the Secretary of the Corporation. Any
such resignation shall take effect at the time specified therein or, if no time
be specified, upon receipt thereof by the Board of Directors or one of the
above-named officers; and, unless specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

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SECTION 3.4 Removal. Any officer may be removed at any time, with or without
cause, by the vote of the Board of Directors.

SECTION 3.5 Vacancies. Any vacancy however caused in any office of the
Corporation may be filled by the Board of Directors.

SECTION 3.6 Compensation. The compensation of each officer shall be such as the
Board of Directors may from time to time determine.

SECTION 3.7 Duties of Officers. Officers of the Corporation shall, unless
otherwise determined by the Board of Directors, have such powers and duties as
generally pertain to their respective offices, as well as such powers and duties
as may be set forth in the By-Laws or as may from time to time be specifically
conferred or imposed by the Board of Directors.

                                   ARTICLE IV

                                  CAPITAL STOCK

SECTION 4.1 Stock Certificates. The interest of each holder of stock of the
Corporation shall be evidenced by a certificate or certificates in such form as
the Board of Directors may from time to time prescribe. Each certificate shall
be signed by, or in the name of, the Corporation by the Chairman of the Board,
the President or a Vice President and by the Treasurer or an Assistant Treasurer
or the Secretary or an Assistant Secretary. Any of or all the signatures
appearing on such certificate or certificates may be a facsimile. If any
officer, transfer 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.

SECTION 4.2 Transfer of Stock. Shares of stock shall be transferable on the
books of the Corporation pursuant to applicable law and such rules and
regulations as the Board of Directors shall from time to time prescribe.

SECTION 4.3 Redemption of Stock. Any stock of any class or series may be made
subject to redemption by the Corporation at its option or at the option of the
holders of such stock upon the happening of a specified event; provided however,
that immediately following any such redemption the Corporation shall have
outstanding one or more shares of one or more classes or series of stock, which
share, or shares together, shall have full voting powers.

SECTION 4.4 Holders of Record. Prior to due presentment for registration of
transfer the Corporation may treat the holder of record of a share of its stock
as the complete owner thereof exclusively entitled to vote, to receive
notifications and otherwise entitled to all the rights and powers of a complete
owner thereof, notwithstanding notice to the contrary.

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SECTION 4.5 Lost, Stolen, Destroyed or Mutilated Certificates. The Corporation
shall issue a new certificate of stock to replace a certificate theretofore
issued by it alleged to have been lost, destroyed or wrongfully taken, if the
owner or such owner's legal representative (a) requests replacement, before the
Corporation has notice that the stock certificate has been acquired by a bona
fide purchaser; (b) unless the Board of Directors otherwise determines, files
with the Corporation a bond sufficient to indemnify the Corporation against any
claim that may be made against it on account of the alleged loss, theft or
destruction of any such stock certificate or the issuance of any such new stock
certificate; and (c) satisfies such other terms and conditions as the Board of
Directors may from time to time prescribe.

                                    ARTICLE V

                                  MISCELLANEOUS

SECTION 5.1 Indemnification. The Corporation shall, to the fullest extent
permitted by the DGCL, as the same may be amended and supplemented, indemnify
any and all persons whom it shall have power to indemnify under said statute
from and against any and all of the expenses, liabilities or other matters
referred to in or covered by said statute, and the indemnification provided for
herein shall not be deemed exclusive of any other rights to which any person may
be entitled under any By-Law, resolution of shareholders, resolution of
directors, agreement, or otherwise, as permitted by said statute, both as to
action in such person's official capacity and as to action in another capacity
while holding such office, and shall 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 person. This Section 5.1 shall be
construed to give the Corporation the broadest power permissible by the DGCL, as
it now stands and as from time to time amended.

SECTION 5.2 Waiver of Notice. Whenever notice is required by the Certificate of
Incorporation, the By-Laws or any provision of the DGCL, a written or
electronically transmitted waiver thereof, signed by the person entitled to
notice, whether before or after the time required for such notice, shall be
deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person 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 stockholders, directors or members of a
committee of directors need be specified in any written waiver of notice.

SECTION 5.3 Fiscal Year. The fiscal year of the Corporation shall start on such
date as the Board of Directors shall from time to time prescribe.

SECTION 5.4 Corporate Seal. The corporate seal shall be in such form as the
Board of Directors may from time to time prescribe, and the same may be used by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.

                                   ARTICLE VI

                              AMENDMENT OF BY-LAWS

SECTION 6.1 Amendment. The By-Laws may be altered, amended or repealed by the
stockholders and, if permitted by the Certificate of Incorporation, by the Board
of Directors.

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