Exhibit
      3(II)








AMENDED
      AND RESTATED BY-LAWS


AS
      OF
      AUGUST 2, 2006


LASERCARD
      CORPORATION








ARTICLE
      1. OFFICES





1.1 Principal
      Office. The principal executive office and place of business of the corporation
      (hereafter called the "principal office") is fixed and located at:





1875
      North Shoreline Boulevard


Mountain
      View, CA 94043





The
      Board
      of Directors shall have the authority from time to time to change the principal
      office from one location to another by amending this Section 1.1.





1.2 Registered
      Office. The registered office of the corpo-ration in Delaware is located as
      set
      forth in the Certificate of Incorporation. The Board of Directors may by
      resolution change such location and shall then make appropriate filings with
      the
      Delaware Secretary of State and the Office of the Recorder for the county in
      which the new registered office is located.




1.3 Other
      Offices. One or more branches or other subordinate offices may at any time
      be
      fixed and located by the Board of Directors at such place or places within
      or
      without the State of California as it deems appropriate.





ARTICLE
      2. MEETINGS OF STOCKHOLDERS





2.1 Place
      of
      Meetings. Meetings of the stockholders shall be held at any place within or
      outside the State of Delaware that may be designated by the Board of Directors.
      If no such designation is made, the meetings shall be held at the principal
      office of the corporation designated in Section 1.1 of these
      By-Laws.





2.2 Annual
      Meetings. Unless some other time or date shall be selected by the Board of
      Directors, beginning in 2007, the annual meeting of the stockholders shall
      be
      held on the third Friday of September in each year, if not a legal holiday,
      and
      if a legal holiday, then on the next succeeding business day, at the hour of
      2:00 P.M., at which time the stockholders shall elect a Board of Directors
      and
      transact such other business as may properly be brought before the meeting.
      Whenever held, any business transacted or election held at a duly called and
      held annual meeting shall be as valid as if transacted or held at an annual
      meeting on the date above specified.





2.3 Special
      Meetings. Special meetings of the stockholders of the corporation may be called
      for any purpose or purposes by (a) the Chairman of the Board of Directors,
      (b)
      stockholders entitled to cast not less than a majority of the total authorized
      voting power of the corporation entitled to cast votes on the matters to be
      considered at the special meeting, or (c) the Board of Directors pursuant to
      a
      resolution adopted by a majority of the total number of authorized directors
      (whether or not there exist any vacancies in previously authorized directorships
      at the time any such resolution is presented to the Board of Directors for
      adoption).





In
      order
      for a special meeting to be called by any person or persons other than the
      Board
      of Directors, a written request for such meeting, specifying the general nature
      of the business proposed to be transacted, shall be delivered personally or
      sent
      by registered mail or by telegraphic or other facsimile transmission to the
      Chairman of the Board of Directors, the Chief Executive Officer, or the
      Secretary of the corporation (or to the Chief Executive Officer or Secretary
      of
      the corporation in the event that the meeting is called by the Chairman). No
      business may be transacted at such special meeting otherwise than as specified
      in such notice. The Board of Directors shall determine the time and place of
      such special meeting, which shall be held not less than thirty-five (35) nor
      more than one hundred twenty (120) days after the date of the receipt of the
      request. Upon determination of the time and place of the meeting, the officer
      receiving the request shall cause notice to be given to the stockholders
      entitled to vote, in accordance with the provisions of Sections 4 and 9 of
      this
      Article 2. If the notice is not given within sixty (60) days after the receipt
      of the request, the person or persons requesting the meeting may set the time
      and place of the meeting and give the notice. Nothing contained in this
      paragraph shall be construed as limiting, fixing, or affecting the time when
      a
      meeting of stockholders called by action of the Board of Directors may be
      held.





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2.4 Notice
      of
      Stockholders' Meetings. Whenever stockholders are required or permitted to
      take
      any action at a meeting, a written notice of the meeting shall be given not
      less
      than ten (10) (or if sent by third-class mail, thirty (30)) nor more than sixty
      (60) days before the date of the meeting to each stockholder entitled to vote
      thereat. Such notice shall state the place, date and hour of the meeting and
      (a)
      in the case of a special meeting, the general nature of the business to be
      transacted, and no other business may be transacted or (b) in the case of the
      annual meeting, those matters which the Board of Directors, at the time of
      the
      mailing of the notice, intends to present for action by the stockholders, but
      any proper matter may be presented by the Board of Directors at the meeting
      for
      such action. The notice of any meeting at which directors are to be elected,
      or
      a proxy statement accompanying such notice, shall include the names of nominees
      intended at the time of the notice to be presented by the Board for
      election.





Notice
      of
      a stockholders' meeting shall be given either personally or by first or third
      class mail or other means of written communication, addressed to the stockholder
      at the address of such stockholder appearing on the books of the corporation
      or
      given by the stockholder to the corporation for the purpose of notice; or if
      no
      such address appears or is given, at the place where the principal office of
      the
      corporation is located. The notice shall be deemed to have been given at the
      time when delivered personally or deposited in the mail postage prepaid or
      sent
      by other means of written communication. No notice need to be given to those
      stockholder specified in Section 230 of the Law. An affidavit of the Secretary
      or an Assistant Secretary or the transfer agent of the corporation that notice
      has been given shall in the absence of fraud, be prima facie evidence of the
      facts stated therein.





2.5 Quorum
      and Required Vote.





(a) At
      any
      meeting of the stockholders, a majority of the shares of the corporation
      entitled to vote, represented in person or by proxy at the meeting, shall
      constitute a quorum for the transaction of business.





(b) In
      all
      matters other than the election of directors, the affirmative vote of a majority
      of the shares, present in person or represented by proxy at the meeting and
      entitled to vote on the subject matter, at a duly held meeting at which a quorum
      is present, shall be the act of the stockholders, unless the vote of a greater
      number or voting by classes is required by the Law, the Certificate of
      Incorporation, or the Bylaws of this corporation. 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.





(c) Stockholders
      present at a valid meeting at which a quorum is initially present may continue
      to do business until adjournment notwithstanding the withdrawal of enough
      stockholders to leave less than a quorum, if any action taken (other than
      adjournment) is approved by a majority of the shares originally present at
      the
      time the quorum was determined and which shares are entitled to vote on the
      subject matter.





2.6 Adjourned
      Meeting. Any annual or special stockholders' meeting may be adjourned from
      time
      to time, even though a quorum is not present, by the vote of the holders of
      a
      majority of the voting shares represented at the meeting either in person or
      by
      proxy, provided that in the absence of a quorum, no other business may be
      transacted at the meeting except as provided in Section 2.5 of these
      By-Laws.





Notice
      need not be given of the adjourned meeting if the time and place thereof are
      announced at the meeting at which the adjournment is taken. At the adjourned
      meeting, any business may be transacted which might have been transacted at
      the
      original meeting. If the adjournment is for more than thirty (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 stock-holder of record
      entitled to vote at the meeting.





2.7 Waiver
      or
      Consent by Stockholders. The transactions of any meeting of stockholders,
      however called and noticed, and wherever held, are as valid as though had at
      a
      meeting duly held after regular call and notice, if a quorum is present either
      in person or by proxy, and if, either before or after the meeting, each of
      the
      persons entitled to vote, not present in person or by proxy, signs a written
      waiver of notice of the meeting. All such waivers shall be filed with the
      corporate records or made a part of the minutes of the meeting. Attendance
      of a
      person at a meeting shall constitute a waiver of notice of and presence at
      such
      meeting, except when the person objects, 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 stockholders need be specified in any written
      waiver of notice.





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2.8 Action
      Without Meeting. Any action which may be taken at any annual or special meeting
      of stockholders may be taken without a meeting and 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. Such written consent may be signed in counterparts and, in order to
      be
      effective, shall bear the date of signature of each stockholder who signs the
      consent and be delivered within sixty (60) days of the earliest dated consent
      to
      the corporation's registered office in Delaware, its principal place of
      business, or an officer or agent of the corpo-ration having custody of the
      book
      in which proceedings of meetings of stockholders are recorded. To be effective,
      delivery made to the corporation's registered office shall only be by hand
      or by
      certi-fied or registered mail, return receipt requested; delivery to the
      principal place of business or to an officer or agent of the corporation may
      be
      made also by other means. Prompt notice of the taking of the corporate action
      without a meeting by less than unanimous written consent shall be given to
      those
      stock-holders who have not consented in writing.





Any
      stockholder giving a written consent, or the stockholder's proxyholders, or
      a
      transferee of the shares or a personal representative of the stockholder or
      their respective proxyholders, may revoke the consent by a writing received
      by
      the corporation prior to the time that written consents of the number of shares
      required to authorize the proposed action have been filed with the Secretary
      of
      the corporation, but may not do so thereafter. Such revocation is effective
      upon
      its receipt by the Secretary of the corporation.





2.9 Record
      Date and Voting Rights. Except as otherwise provided by law, only persons in
      whose names shares entitled to vote stand on the stock records of the
      corporation at the close of business on the record date fixed by the Board
      of
      Directors as provided in Section 5.1 for the deter-mination of stockholders
      of
      record shall be entitled to notice of and to vote at such meeting of
      stockholders. 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 business day next preceding the day on which
      notice is given or, if notice is waived, at the close of business on the
      business day next preceding the day on which the meeting is held; the record
      date for determining stockholders entitled to give consent to corporate action
      in writing without a meeting, when no prior action by the Board is required,
      shall be the day on which the first written consent is given, and if such Board
      action is required, shall be the day that the Board adopted a resolution taking
      such action; and the record date for determining stock-holders for any other
      purpose shall be at the close of business on the day on which the Board adopts
      the resolution relating thereto. Unless the Board of Directors chooses to fix
      a
      new record date for an adjourned meeting, the record date for the adjourned
      meeting shall be that of the original meeting.





Except
      as
      may be otherwise provided in the Certificate of Incor-poration, the holder
      of
      each outstanding share, regardless of class, shall be entitled to one vote
      for
      each share held on each matter submitted to a vote of stockholders. The voting
      of shares held in a fiduciary capacity, held of record by two or more per-sons,
      or which are pledged or subject to a voting agreement or trust shall be
      determined by and subject to Sections 217 and 218 of the Law. Voting may be
      by
      voice or ballot, provided that any election of directors must be by ballot
      upon
      the demand of any stockholder made at the meeting and before the voting
      begins.





2.10 Proxies.
      Every person entitled to vote shares may authorize another person or persons
      to
      act by proxy with respect to such shares. All proxies must be in writing and
      must be signed by the stockholder confirming the proxy or his attorney-in-fact.
      No proxy shall be valid after the expiration of three years from the date
      thereof unless otherwise provided in the proxy. Every proxy continues in full
      force and effect until revoked by the person executing it prior to the vote
      pursuant thereto, unless the proxy states that it is irrevocable and if, and
      only so long as, it is coupled with an interest sufficient in law to support
      an
      irrevocable proxy. Except for such irrevocable proxies, such revocation may
      be
      effected by a writing delivered to the corpora-tion stating that the proxy
      is
      revoked or by a sub-sequent proxy executed by the person executing the prior
      proxy and presented to the meeting, or as to any meeting, by attendance at
      such
      meeting and voting in person by the person executing the proxy. The dates
      contained on the forms of proxy presumptively determine the order of execution,
      regardless of the postmark dates on the envelopes in which they are
      mailed.





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2.11 Inspectors
      of Election. In advance of any meeting of stockholders the Board of Directors
      may appoint inspectors of election to act at the meeting and any adjournment
      thereof. If inspectors of election are not so appointed, or if any persons
      so
      appointed fail to appear or refuse to act, the chairman of any meeting of
      stockholders may, and on the request of any stockholder or a stockholder's
      proxy
      shall, appoint inspectors of election (or persons to replace those who so fail
      or refuse) at the meeting. The number of inspectors shall be either one or
      three. If appointed at a meeting on the request of one or more stockholders
      or
      proxies, the majority of shares represented in person or by proxy shall
      determine whether one or three inspectors are to be appointed. If there are
      three inspectors of election, the decision, act or certificate of a majority
      is
      effective in all respects as the decision, act or certificate of
      all.





The
      inspectors of election shall determine the number of shares outstanding and
      the
      voting power of each, the shares represented at the meeting, the existence
      of a
      quorum and the authenticity, validity and effect of proxies, receive votes,
      ballots or consents, hear and determine all challenges and ques-tions in any
      way
      arising in connection with the right to vote, count and tabulate all votes
      or
      consents, determine when the polls shall close, determine the result and do
      such
      acts as may be proper to conduct the election or vote with fairness to all
      stockholders.





2.12 List
      of
      Stockholders. The Secretary shall prepare and make, at least ten (10) days
      before every meeting of stock-holders, a complete list of the stockholders
      entitled to vote at said meeting, arranged in alphabetical order, showing the
      address of each stockholder and the number of shares registered in the name
      of
      each stockholder. Such list shall be opened to the examination of any
      stockholder, for any purpose germane to the meeting, during ordinary business
      hours, for a period of at least ten (10) days prior to the meeting, either
      at a
      place within the city where the meeting is to be held, which place shall be
      specified in the notice of the meeting, or, if not specified, at the place
      where
      the meeting is to be held. The list shall be produced and kept at the time
      and
      place of meeting during the whole time thereof, and may be inspected by any
      stockholder who is present.





2.13 Nominations
      and Proposals.





(a)  The
      Board
      of Directors of the corporation may nominate candidates for election as
      directors of the corporation and may propose such other matters for approval
      of
      the stockholders as the Board deems necessary or appropriate.





(b)  Nominations
      for election of members of the Board of Directors may also be made by any holder
      of any outstanding class of capital stock of the corporation entitled to vote
      for the election of directors. Notice of intention to make any such nominations
      under this paragraph must be made in writing and must be received by the
      Secretary, at the principal offices of the corporation, by the close of business
      on a date which is not less than one hundred twenty (120) days prior to the
      meeting; *provided,
      however,* that if
      less than one hundred twenty (120) days' notice or prior public disclosure
      of
      the date of the meeting is given or made to stockholders, notice by the
      stockholder to be timely must be so received not later than the close of
      business on the tenth (10th) day following the day on which notice of the date
      of the meeting was mailed to stockholders of record or such public disclosure
      was made; and *provided,
      further* ,
      that
      public disclosure shall in all cases be deemed to have been made of any annual
      meeting held on the date specified in these By-Laws. Such notification must
      contain the following information: (i) the name and address of each proposed
      nominee, (ii) the principal occupation of each proposed nominee, (iii) the
      number of shares (if any) of capital stock of the corporation owned of record
      or
      beneficially by each proposed nominee, (iv) the name and residence address
      of
      the notifying stockholder, (v) the number of shares of capital stock of the
      corporation owned by the notifying stockholder, (vi) whether the proposed
      nominee has ever been convicted of or pleaded *nolo
      contendere* to any
      criminal offense involving dishonesty or breach of trust, filed a petition
      in
      bankruptcy, or been adjudged bankrupt, and (vii) any other information relating
      to such nominee that is required to be disclosed in a proxy statement soliciting
      proxies for the election of directors or is otherwise required to be provided
      by
      the stockholder pursuant to Section 14A of the Securities Exchange Act of 1934,
      as amended. The notification shall (1) be signed by the nominating stockholder
      and by each nominee, (2) be accompanied by a written consent to be named as
      a
      nominee for election as a director from each proposed nominee, and (3) confirm
      the accuracy of all of the above-described information contained in the notice.
      Nominations not made in accordance with these procedures shall be disregarded
      by
      the chairman of the meeting, and upon his or her instructions, the Inspector(s)
      of Election shall disregard all votes cast for each such nominee.





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(c) No
      proposal by any person other than the Board of Directors shall be submitted
      for
      the approval of the stockholders at any regular or special meeting of the
      stockholders of the corporation unless written notice of such proposal shall
      have been given by the person advancing such proposal and actually received
      by
      the Secretary of the corporation, at the principal offices of the corporation,
      by the close of business on a date which is not less than one hundred twenty
      (120) days prior to the meeting; *provided,
      however,* that if
      less than one hundred twenty (120) days' notice or prior public disclosure
      of
      the date of the meeting is given or made to stock-holders, notice by the
      stockholder to be timely must be so received not later than the close of
      business on the tenth (10th) day following the day on which such notice of
      the
      date of the meeting was mailed to stockholders of record or such public
      disclosure was made; and *provided,
      further,* that
      public disclosure shall in all cases be deemed to have been made of any annual
      meeting which is held on the date specified in these By-Laws. Such notice must
      be either delivered to the Secretary or mailed to and received by the Secretary,
      shall be signed and dated by the person advancing the proposal (the “Proposing
      Stockholder”), and shall disclose (i) the name and address(es) of the person or
      group advancing the proposal, (ii) the number of shares of stock in the
      corporation owned of record or beneficially by the Proposing Stockholder, (iii)
      any material interest of such person or persons, or of persons affiliated with
      them, in the proposal, and (iv) such other information concerning the person
      making such proposal and the proposal itself as would be required by the
      appropriate Rules and Regulations of the Securities and Exchange Commission
      to
      be included in a proxy statement soliciting proxies for the
      proposal.





ARTICLE
      3. DIRECTORS; MANAGEMENT





3.1 Powers.
      Subject to any provisions of the Certificate of Incorporation and these By-Laws
      of this corporation and of the Law limiting the powers of the Board of Directors
      or reserving powers to the stockholders, the Board shall, directly or by
      dele-gation, manage the business and affairs of the corporation and exercise
      all
      corporate powers permitted by law.





3.2 Number
      and Qualification of Directors. The authorized number of directors shall be
      seven (7), unless and until changed by a proper amendment to this Section 3.2.
      A
      reduction in the authorized number of directors shall not remove any director
      prior to the expiration of such director's term of office. Directors need not
      be
      stockholders of the corporation.





3.3 Election
      and Term of Office. The directors shall be elected annually by the stockholders
      at the annual meeting of the stockholders; provided, that if for any reason,
      said annual meeting or an adjournment thereof is not held or the directors
      are
      not elected thereat, then the directors may be elected at any special meeting
      of
      the stockholders called and held for that purpose. The term of office of the
      directors shall, except as provided in Section 3.4, begin immediately after
      their election and shall continue until their respective successors are elected
      and qualified or until earlier resignation or removal.





3.4 Removal
      of Directors. A director may be removed from office by the Board of Directors
      if
      he is declared of unsound mind by an order of court or convicted of a felony.
      Any or all of the directors may be removed from office with or without cause
      by
      a vote of stockholders holding a majority of the outstanding shares entitled
      to
      vote at an election of directors.





3.5 Vacancies.





(a) A
      vacancy
      or vacancies on the Board of Directors shall exist on the death, resignation,
      or
      removal of any director, or if the authorized number of directors is increased
      or the stockholders fail to elect the full authorized number of directors.
      Any
      director may resign by giving written notice to the Chairman of the Board,
      or in
      his or her absence the Secretary, which resignation shall be effective upon
      the
      giving of such notice, unless the notice specifies a later time for the
      effectiveness of such resignation.





(b) 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 a sole remaining director. When one or more
      directors shall resign from the Board, 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.





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(c) If,
      at
      the time of filling any vacancy or any newly created directorship, the directors
      then in office shall constitute less than a majority of the whole Board (as
      constituted immediately prior to any such increase), the Court of Chancery
      may,
      upon application of any stockholder or stockholders holding at least 10 percent
      of the total number of the shares at the time outstand-ing having the right
      to
      vote for such directors, summarily order an election to be held to fill any
      such
      vacancies or newly created directorships, or to replace the directors chosen
      by
      the directors then in office as aforesaid, which election shall be governed
      by
      Section 211 of the Law as far as applicable. Otherwise, the stockholders shall
      not be entitled to fill a vacancy or newly created director-ship except at
      an
      annual meeting or at a special meeting called pursuant to Section 2.3 for
      such purpose. Notwith-standing the foregoing, if at any time, by reason of
      death
      or resignation or other cause, the corporation should have no direc-tors in
      office, then any officer or any stockholder or an executor, administrator,
      trustee or guardian of a stockholder, or other fiduciary entrusted with like
      responsibility for the person or estate of a stockholder, may call a special
      meeting of stockholders in accordance with the Certificate of Incorporation
      or
      the bylaws, or may apply to the Court of Chancery for a decree summarily
      ordering an election as provided in Section 211 of the Law.





3.6 Place
      of
      Meetings. Regular and special meetings of the Board of Directors shall be held
      at any place within or outside the State of Delaware that is designated by
      resolution of the Board or, either before or after the meeting, consented to
      in
      writing by all the Board members. If the place of a regular or special meeting
      is not fixed by resolution or written consents of the Board, it shall be held
      at
      the corporation's principal office.





3.7 Organizational
      Meetings. Immediately following each annual stockholders' meeting, the Board
      of
      Directors shall hold an organizational meeting to organize, elect officers,
      and
      transact other business. Notice of this meeting shall not be
      required.





3.8 Other
      Regular Meetings. The Board of Directors may, by resolution, fix any time,
      date
      and place for other regular meetings of the Board of Directors; provided,
      however, that any director not present at the meeting at which such resolution
      was adopted receives notice of the adoption of such resolution and the time
      and
      place of such meetings prior to the first regular meeting held pursuant to
      such
      resolution. Such notice of the adoption of the resolution must comply with
      the
      notice provisions of Section 3.9 of these By-Laws as if the first regular
      meeting were a special meeting. After the first regular meeting held pursuant
      to
      such resolution, no notice of regular meetings held pursuant to this paragraph
      and such resolution shall be required.





3.9 Special
      Meetings.





(a)  Special
      meetings of the Board of Directors for any purpose or purposes may be called
      at
      any time or place by the Chairman of the Board, or by either the Chief Executive
      Officer or the President in the event of the non-election of the Chairman of
      the
      Board or his or her unreachability in the event of an emergency or his or her
      inability or refusal to act, or by any two directors.





(b)  Notice
      of
      the time and place of special meetings shall be given in any one of the
      following manners:





(i) if
      delivered in person or by telephone, such notice shall be delivered at least
      forty-eight (48) hours prior to the time the meeting is to be held. Such notice
      may be communicated either to the director or to a person at the home or
      business of the director when the per-son delivering the notice has reason
      to
      believe such person will promptly communicate it to the director. Such notice
      shall be considered delivered when the person noticing the meeting believes
      in
      good faith that the notified person has heard and acknowledged the
      notice;





(ii) if
      delivered by telegram, such notice shall be delivered to a common carrier,
      charges prepaid, for transmission to the director at least forty-eight (48)
      hours prior to the time the meeting is to be held. Delivery to a common carrier
      shall be due and legal notice to such director;




6





(iii) if
      delivered by overnight courier service, including without limitation such
      services as Express Mail and Federal Express, such notice shall be delivered
      to
      such courier service, charges prepaid, for delivery to the director no later
      than two days prior to the day upon which the meeting is to be held. Delivery
      to
      a courier service shall be due and legal notice to such director;





(iv) if
      delivered by facsimile transmission, such notice shall be either delivered
      to a
      common carrier, charges prepaid, for transmission to the director or transmitted
      by or under the direction of the person giving notice to the director at least
      forty-eight (48) hours prior to the time the meeting is to be held. Deliv-ery
      to
      a common carrier or transmission of a fac-simile shall be due and legal notice
      to such director;





(v) if
      delivered by first-class mail, such notice shall be deposited in the United
      States mail, postage prepaid, at least four (4) days prior to the date of the
      meeting to be held. Deposit in the U.S. mail shall be due and legal notice
      to
      such director.





(vi) if
      delivered by electronic mail (e-mail) transmission, such notice shall be
      transmitted by or under the direction of the person giving notice to the
      directors at least forty-eight (48) hours prior to the time the meeting is
      to be
      held. Transmission of an e-mail shall be legal notice to such
      director.





The
      notice need not specify the place of the meeting if the meeting is to be held
      at
      the principal office of the corpora-tion.





3.10 Quorum
      .
      A majority of the authorized number of directors, but in no event less than
      two
      (2) (unless the authorized number of directors is one (1)), shall constitute
      a
      quorum for the transaction of business, except to adjourn a meeting under
      Section 3.12. Every act done or decision made by a majority of the directors
      present at a meeting at which a quorum is present shall be regarded as the
      act
      of the Board of Directors, unless the vote of a greater number is required
      by
      law, the Certificate of Incorporation, or these By-Laws. A meeting at which
      a
      quorum is initially present may continue to transact business notwithstanding
      the withdrawal of directors, if any action taken is approved by a majority
      of
      the required quorum for such meeting.




3.11 Contents
      of Notice and Waiver of Notice. Neither the business to be transacted at, nor
      the purposes of, any regular or special Board meeting need be specified in
      the
      notice or waiver of notice of the meeting. Notice of a meeting need not be
      given
      to any director who signs a waiver of notice of the meeting either before or
      after the meeting, or who attends the meeting without protesting, prior thereto
      or at its commencement, the lack of notice to said director. All such waivers
      shall be filed with the corporate records or made a part of the minutes of
      the
      meeting.





3.12 Adjournment.
      A majority of the directors present, whether or not a quorum is present, may
      adjourn any meeting to another time and place.





3.13 Notice
      of
      Adjournment. Notice of the time and place of holding an adjourned meeting need
      not be given to absent directors if the time and place are fixed at the meeting
      being adjourned, except that if the meeting is adjourned for more than
      twenty-four (24) hours such notice shall be given prior to the adjourned meeting
      to the directors who were not present at the time of the
      adjournment.





3.14 Telephone
      Participation. Members of the Board of Directors may participate in a meeting
      through use of conference telephone or similar communications equipment, so
      long
      as all members participating in such meetings can hear one another. Such
      parti-cipation constitutes presence in person at such meeting.





3.15 Action
      Without Meeting. The Board of Directors may take any action without a meeting
      that may be required or permitted to be taken by the Board at a meeting, if
      all
      members of the Board individually or collectively consent in writing to the
      action. The written consent or consents shall be filed in the minutes of the
      proceedings of the Board. Such action by written consent shall have the same
      effect as a unanimous vote of directors.





3.16 Fees
      and
      Compensation. Directors and members of committees shall receive neither
      compensation for their services nor reimbursement for their expenses unless
      these payments are fixed by resolution of the Board of Directors.




7





3.17 Certain
      Corporate Loans and Guaranties. The corpora-tion may make loans of money or
      property to, or guarantee the obliga-tions of, or otherwise assist any officer
      or other employee of the corporation or of its subsidiary, including any officer
      or employee who is a director of the corporation or its sub-sidi-ary, or adopt
      an employee benefit plan or plans author-izing such loans or guaranties, upon
      the approval of the Board of Directors alone if the Board of Directors
      determines that such a loan or guaranty or plan may reasonably be expected
      to
      benefit the corpor-ation.





3.18 Sarbanes-Oxley
      Act. Notwithstanding anything in these By-Laws to the contrary, the corporation
      shall not extend or maintain credit, arrange for the extension of credit, or
      renew an extension of credit, in the form of a personal loan to or for any
      director or executive officer in violation of the Sarbanes-Oxley Act of 2002
      and
      the rules and regulations thereunder.





ARTICLE
      4. OFFICERS





4.1 Officers.
      The officers of the corporation shall be a Chief Executive Officer, a Secretary,
      and a Chief Financial Officer. The corporation may also have, at the discretion
      of the Board of Directors, a Chairman of the Board, a Chief Operating Officer,
      one or more Vice Presidents, one or more Assistant Secretaries, one or more
      Assistant Treasurers, and any other officers who may be appointed under Section
      4.3 of these Bylaws.




4.2 Election.
      The officers of the corporation, except those appointed under Section 4.3 of
      these Bylaws, shall be chosen annually by the Board of Directors, and each
      shall
      hold his or her office at the pleasure of the Board of Directors until he or
      she
      resigns or is removed or otherwise disqualified to serve, or his or her
      successor is elected and qualified.




4.3 Subordinate
      Officers. The Board of Directors may appoint, and may authorize the Chief
      Executive Officer to appoint, any other officers that the business of the
      corporation may require, each of whom shall hold office for the period, have
      the
      authority, and perform the duties specified in the Bylaws or by the Board of
      Directors.




4.4 Removal
      and Resignation. Any officer may be removed with or without cause either by
      the
      Board of Directors at any regular or special Board meeting or, except for an
      officer chosen by the Board, by an officer on whom the power of removal may
      be
      specifically conferred by the Board.




Any
      officer may resign at any time by giving written notice to the Board of
      Directors or the Chairman of the Board, or in the event of the non-election
      or
      absence of the Chairman of the Board, to the Chief Executive Officer. An
      officer’s resignation shall take effect when it is received or at any later time
      specified in the resignation. Unless the resignation specifies otherwise, its
      acceptance by the corporation shall not be necessary to make it
      effective.




4.5 Vacancies.
      A vacancy in any office because of death, resignation, removal,
      disqualification, or any other cause shall be filled in the manner prescribed
      in
      these Bylaws for regular appointments to the office.




4.6 Chairman
      of the Board. The Board of Directors may in its discretion elect a Chairman
      of
      the Board, who shall preside at all meetings of the Board and stockholders
      at
      which he or she is present and shall exercise and perform such other powers
      and
      duties as are prescribed for this office by these Bylaws or by the Board. The
      Chairman of the Board shall be, ex officio, a member of all standing committees
      of the Board, including the Executive Committee, if any.




4.7 Chief
      Executive Officer.  Subject
      to any supervisory powers that may be given by the Board of Directors or these
      Bylaws to the Chairman of the Board, the Chief Executive Officer shall be the
      general manager and chief executive officer of the corporation; shall, subject
      to the control of the Board, have general supervision, direction, and control
      over the corporation's business and officers; and shall have the general powers
      and duties of management usually vested in a corporation's chief executive
      officer. He or she shall also have any other powers and duties that are
      prescribed for this office by the Board or these Bylaws. The Chief Executive
      Officer shall be ex officio a member of all the standing committees of the
      Board, including the Executive Committee, if any. The Chief Executive Officer
      shall also bear the title of President.




4.8 Chief
      Operating Officer. The Chief Operating Officer shall have such management
      responsibilities and authority relative to the business of the Company as may
      be
      prescribed by the Board of Directors or the By-Laws or as the Chief Executive
      Officer shall delegate.




8


4.9 Vice
      Presidents. Each Vice President shall have any other powers and perform any
      other duties that are prescribed for his or her office by the Board or the
      Bylaws or as the Chief Executive Officer shall delegate. The corporation may
      also have non-officer vice presidents who shall have the title of vice president
      but shall not be officers of the corporation.




4.10 Secretary.
      The Secretary shall keep or cause to be kept, and be available at the principal
      office and any other place that the Board of Directors specifies, a book of
      minutes of all directors’ and stockholders’ meetings and meetings of the
      standing committees. The minutes of each meeting shall state the time and place
      that it was held, whether it was regular or special, if a special meeting,
      how
      it was authorized, the notice given, the names of those present or represented
      at stockholders’ meetings, and the proceedings of the meetings.




The Secretary shall give, or cause to be given, notice of all directors’ and
      stockholders’ meetings required to be given under these Bylaws or by law, shall
      keep the corporate seal in safe custody, and shall have any other powers and
      perform any other duties that are prescribed by the Board or the
      Bylaws.




4.11 Chief
      Financial Officer. The Chief Financial Officer and shall keep and maintain,
      or
      cause to be kept and maintained, adequate and correct accounts of the
      corporation’s properties and business transactions, 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 director.




The Chief Financial Officer shall deposit all money and other valuables in
      the
      name and to the credit of the corporation in accordance with the banking and
      investment guidelines established by the Board of Directors. He or she shall
      disburse the corporation’s funds as ordered by the Board of Directors; shall
      render to the Chief Executive Officer and directors, whenever they request
      it,
      an account of all his or her transactions as the corporation’s chief financial
      officer and of the corporation’s financial condition; and shall have any other
      powers and perform any other duties that are prescribed by the Board of
      Directors or the Bylaws.




The Chief Financial Officer shall also keep, or cause to be kept, at the
      principal office or at the office of the corporation’s transfer agent, a share
      register, or a duplicate share register, showing the stockholders’ names and
      addresses, the number and classes of shares held by each, the number and date
      of
      each certificate issued for these shares, and the number and date of
      cancellation of each certificate surrendered for cancellation, to the extent
      required by law.




If
      required by the Board of Directors, the Chief Financial Officer shall give
      the
      corporation a bond in the amount and with the surety or sureties specified
      by
      the Board for faithful performance of the duties of his or her office and for
      restoration to the corporation of all its books, papers, vouchers, money, and
      other property of every kind in his or her possession or under his or her
      control on his or her death, resignation, retirement, or removal from
      office.




4.12 Representation
      of Shares of Other Corporations. The Chairman of the Board, the Chief Executive
      Officer, the Chief Financial Officer, or the Secretary of this corporation,
      or
      any other person authorized by the Board of Directors or the Chief Executive
      Officer, is authorized to vote, represent, and exercise on behalf of this
      corporation all rights incident to any and all shares of any other corporation
      or corporations standing in the name of this corporation. The authority granted
      herein may be exercised either by such person directly or by any other person
      authorized to do so by proxy or power of attorney duly executed by such person
      having the authority.




4.13 Authority
      and Duties of Officers. In addition to the foregoing authority and duties,
      all
      officers of the corporation shall respectively have such authority and perform
      such duties in the management of the business of the corporation as may be
      designated from time to time by the Board of Directors.




4.14 Succession.
      If the Chief Executive Officer is absent or unable or refuses to act, the Chief
      Operating Officer, a Vice President, or the Chief Financial Officer, as
      designated by the Board, shall temporarily perform all of his or her respective
      duties, and when so acting shall have all his or her respective powers, subject
      to such limitations thereon as may be imposed by the Board.


9




ARTICLE
      5. GENERAL CORPORATE MATTERS





5.1 Record
      Date and Closing of Stockbooks. The Board of Directors may fix a time in the
      future as a record date for determining stockholders entitled to notice of
      and
      to vote at any stockholders' meeting, entitled to consent to corporate action,
      or entitled to receive payment of any dividend, or other distri-bution or
      allotment of any rights, or entitled to exercise any rights in respect of any
      change, commis-sion or exchange of stock or for the purpose of any other lawful
      action. The record date for determining the stockholders entitled to notice
      of
      or to vote at any meeting of stockholders or any adjournment thereof, shall
      not,
      however, be more than sixty (60) nor less than ten (10) days prior to the date
      of such meeting. The record date for determining the stockholders entitled
      to
      consent to corporate action in writing without a meeting shall not be more
      than
      ten (10) days after the date upon which the resolution fixing the record date
      is
      adopted by the board of directors. The record date for determining the
      stockholders entitled to receive payments of any dividend or other distribution
      or allotment of any rights or for determining the stockholders entitled to
      exercise any rights in respect of any change, conver-sion or exchange of stock,
      or for the purpose of any other lawful action, shall not be more than sixty
      (60)
      days prior to such action. If a record date is fixed for a par-ticular meeting
      or event, only stockholders of record on that date are entitled to notice and
      to
      vote and to receive the divi-dend, distribution, or allotment of rights, or
      to
      exercise the rights, as the case may be, notwith-standing any transfer of any
      shares on the books of the corporation after the record date.





5.2 Corporate
      Records and Inspection by Stockholders and Directors. The corporation shall,
      either at its principal office or at such place or places as designated by
      the
      Board of Directors, keep a record of its stockholders listing their names and
      addresses and the number and class of shares held by each stockholder, a copy
      of
      these bylaws as amended to date, accounting books, books of minutes of meetings
      or consents of the Board of Directors, committees thereof, and stockholders
      and
      other records. Any stockholder of record, in person or by attorney or other
      agent, shall, upon five days' prior written demand under oath stating the
      purpose thereof, have the right during the usual hours for business to inspect
      for any proper purpose the corpora-tion's stock ledger, a list of its
      stockholders, and its other books and records and to make copies or extracts
      therefrom. A proper purpose shall mean a purpose reasonably related to such
      person's interest as a stockholder. In every instance where an attorney or
      other
      agent is the person who seeks the right to inspection, the demand under oath
      shall be accompanied by a power of attorney or such other writing that
      authorizes the attorney or other agent to so act on behalf of the stockholder.
      The demand under oath shall be directed to the corporation at its registered
      office in Delaware or at its principal place of business.





Any
      director shall have the right to examine the corpora-tion's stock ledger, a
      list
      of its stockholders, and its other books and records for a purpose reasonably
      related to his position as a director. The Court of Chancery is hereby vested
      with the exclusive jurisdiction to determine whether a director is entitled
      to
      the inspection sought. The Court may summarily order the corporation to permit
      the director to inspect any and all books and records, the stock ledger, and
      the
      stock list and to make copies or extracts therefrom. The Court may, in its
      discretion, prescribe any limitations or conditions with reference to the
      inspection, or award such other and further relief as the Court may deem just
      and proper.





5.3 Checks,
      Drafts, Evidences of Indebtedness. All checks, drafts, or other orders for
      payment of money, notes, and all mortgages, or other evidences of indebtedness,
      issued in the name of or payable to the corporation, and all assignments and
      endorsements of the foregoing, shall be signed or endorsed by the person or
      persons and in the manner specified by the Board of Directors.





5.4 Corporate
      Contracts and Instruments; How Executed. Except as otherwise provided in the
      By-Laws, officers, agents or employees must be authorized by the Board of
      Directors to enter into any contract or execute any instrument in the
      corporation's name and on its behalf. This authority may be general or confined
      to specific instances.





5.5 Stock
      Certificates. One or more certificates for shares of the corporation’s capital
      stock shall be issued to each stockholder for any of such stockholder’s shares
      that are fully paid up. The corporate seal or its facsimile may be fixed on
      certificates. All certificates shall be signed by the Chief Executive Officer
      and the Secretary. Any or all of the signatures on the certificate may be
      facsimile signatures. In case any officer, transfer agent or registrar who
      has
      signed or whose facsimile signature has been placed upon a certificate has
      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 he
      or
      she were such officer, transfer agent or registrar at the date of
      issue.




10





5.6 Lost
      Certificates. No new share certificate that replaces an old one shall be issued
      unless the old one is surrendered and cancelled at the same time; provided,
      however, that if any share certificate is lost, stolen, mutilated, or destroyed,
      the Chief Executive Officer and Secretary may cause to be issued a new
      certificate replacing the old one on any terms and conditions, including a
      bond
      or other reasonable arrangement for indemnifica-tion of the corporation, that
      the Chief Executive Officer may specify.





5.7 Construction;
      Definitions. Unless the context requires otherwise, the general provisions,
      rules of construction, and definitions in the Delaware General Corporation
      Law
      (heretofore and hereafter the "Law") shall govern the construction of these
      By-Laws. Without limiting the generality of this provi-sion, the singular number
      includes the plural, the plural number includes the singular, and the term
      "person" includes both a corporation and a natural person.





ARTICLE
      6. AMENDMENTS





By-Laws
      may be adopted, amended or repealed by either the affirmative vote or written
      consent of stockholders owning a majority of the outstanding shares entitled
      to
      vote or by the Board of Directors.





ARTICLE
      7. COMMITTEES OF THE BOARD





The Board of Directors may, by resolution adopted by a majority of the
      authorized number of directors, designate one or more committees, each
      consisting of one or more directors, to serve at the pleasure of the Board
      and
      with such authority and organization as the Board may from time to time
      determine. The Board may designate one or more directors as alternate members
      of
      any committee, who may replace any absent member at any meeting of the
      committee. The appointment of members or alternate members of a committee
      requires the vote of a majority of the authorized number of directors. In the
      absence or disqualification of a member of a committee, the member or members
      thereof present at any meeting and not disqualified for 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. Any such committee, to the extent provided in the
      resolution of the Board, shall have and may exercise powers and authority of
      the
      Board of Directors in the management of the business and affairs of the
      corporation, and may authorize the seal of the corporation to be affixed to
      all
      papers that may require it; but no such committee shall have the power or
      authority to (a) amend the Certificate of Incorporation (except that a committee
      may, to the extent authorized in the resolution or resolutions providing for
      the
      issuance of shares of stock adopted by the Board of Directors as provided in
      Section 151(a) of the Law, fix the designations and any of the preferences
      or
      rights of such shares relating to dividends, redemption, dissolution, any
      distribution of assets of the corporation or the conver-sion into, or the
      exchange of such shares for, share of any other class or classes or any other
      series of the same or any other class or classes of stock of the corporation
      or
      fix the number of shares of any series of stock or authorize the increase or
      decrease of the shares of any series), (b) adopt an agreement of merger or
      consolidation under Sections 251 or 252 of the Law, (c) recommend to the
      stockholders the sale, lease or exchange of all or substantially all of the
      corpora-tion's property and assets, (d) recommend to the stockholders a
      dissolution of the corporation or a revocation of a dissolution, or (e) amend
      the By-Laws of the corporation; and, unless the Board resolution establishing
      the committee, the By-Laws or the Certificate of Incorporation expressly so
      provide, no such committee shall have the power or authority to declare a
      dividend, to authorize the issuance of stock, or to adopt a certificate of
      ownership and merger pursuant to Section 253 of the Law.





The
      Board shall
      designate a chairman for each committee who shall have the sole power to call
      any committee meeting other than a meeting set by the Board. Each committee
      shall keep regular minutes of its meetings and report the same to the Board
      of
      Directors when required.





Meetings
      and actions of committees shall be governed by, and held and taken in accordance
      with, the provisions of the following sections of Article 3 of these By-Laws,
      Section 3.6 (place of meetings, Section 3.8 (regular meetings), Section 3.9
      (special meetings), Section 3.10 (quorum), Section 3.11 (contents of notice
      and
      waiver of notice), Section 3.12 (adjournment), Section 3.13 (notice of
      adjournment), Section 3.14 (telephone participation), and Section 3.15 (action
      without a meeting), with such changes in the context of those By-Laws as are
      necessary to substitute the committee and its members for the Board of Directors
      and its members; provided, however, that the time of regular meetings of
      committees may be determined either by resolution of the Board of Directors
      or
      by resolution of the committee, that special meetings of committees may also
      be
      called by resolution of the Board of Directors and that notice of special
      meetings of committees shall also be given to all alternate members, who shall
      have the right to attend all meetings of the committee. The Board of Directors
      may adopt rules for the government of any committee not inconsistent with the
      provisions of these By-Laws.





11


ARTICLE
      8. INDEMNIFICATION





8.1 Action,
      Etc., Other Than By or in the Right of the Corporation. 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 or
      investigation, whether civil, criminal, administrative, or investigative, and
      whether external or internal to the corporation (other than a judicial action
      or
      suit brought by or in the right of the corporation), by reason of the fact
      that
      he or she is or was a director or officer of the corporation, or that he or
      she
      is or was serving at the request of the corporation as a director, officer,
      employee, trustee, or agent of another corporation, partnership, joint venture,
      trust or other enterprise (all such persons being referred to hereafter as
      an
      "Agent"), against expenses (including attorneys' fees), judgments, fines and
      amounts paid or to be paid in settlement (if such settlement is approved by
      the
      corporation, which approval shall not be unreasonably withheld or delayed)
      actually and reasonably incurred by him or her in connection with such action,
      suit or proceeding, or any appeal therein, if the Agent acted in good faith
      and
      in a manner he or she reasonably believed to be in or not opposed to the best
      in-terests of the corporation, and with respect to any criminal action or
      proceeding, had no reasonable cause to believe such conduct was unlawful. The
      termination of any action, suit or proceeding -- whether 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 he or she reasonably believed to be
      in
      or not opposed to the best interests of the corporation, and, with respect
      to
      any criminal action or proceeding, that such person had reasonable cause to
      believe that his or her conduct was unlawful.





8.2 Action,
      Etc., By or in the Right of the Corporation. 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 judicial action or suit brought by or in the
      right of the corporation to procure a judgment in its favor by reason of the
      fact that he or she is or was an Agent (as defined above) against expenses
      (including attorneys' fees) actually and reasonably incurred by him or her
      in
      connection with the defense, settlement or appeal of such action or suit if
      he
      or she acted in good faith and in a manner he or she reasonably believed to
      be
      in or not opposed to the best interests of the corporation, except that no
      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 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 the Court of Chancery or other such court shall deem proper.





8.3 Determination
      of Right of Indemnification. Any indem-nification under Sections 8.1 or 8.2
      above (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
      Agent is proper in the circumstances because he or she has met the applicable
      standard of conduct set forth in Sections 8.1 and/or 8.2. Such determination
      shall be made (a) by the Board of Directors by a majority vote of a quorum
      consisting of Directors who were not parties to such action, suit or proceeding,
      or (b) if such a quorum is not obtainable, or if such a quorum is
      obtainable and so directs, by independent legal counsel (chosen either jointly
      by the corporation and Agent or else by counsel to the corporation) in a written
      opinion, or (c) by the stockholders.





8.4 Indemnification
      Against Expenses of Successful Party. Notwithstanding the other provisions
      of
      this Article 8, to the extent that an Agent has been successful on the merits
      or
      otherwise, including, without limitation, the dismissal of an action without
      prejudice or the settlement of an action without admission of liability, in
      defense of any claim, issue, or matter therein, or an appeal from any such
      proceeding, action, or claim or matter, such Agent shall be indemnified against
      all expenses incurred in connection therewith.





8.5 Advances
      of Expenses. Except as listed by Section 8.6, costs, charges and expenses
      (including attorneys' fees) incurred in any action, suit, proceeding or
      investigation or any appeal therefrom shall be paid by the corporation in
      advance of the final disposition of such matter, if the Agent shall undertake
      to
      repay such amount in the event that it is ultimately determined, as provided
      herein, that such person is not entitled to indemni-fication.





12


8.6 Right
      of
      Agent to Indemnification Upon Application; Procedure Upon Application. Any
      indemnification provided for in Sections 8.1, 8.2, or 8.4 shall be made no
      later
      than six (6) months after the corporation is given notice of request by Agent,
      provided that such request is made after final adjudication, dismissal, or
      settlement unless an appeal is filed, in which case the request is made after
      the appeal is resolved. Upon such notice, the corporation shall within two
      (2)
      weeks call a Board of Directors meeting to be held within two (2) months of
      such
      notice to make a determination as to whether the Agent has met the ap-plicable
      standard of conduct. The corporation shall retain (at the corporation's expense)
      independent legal counsel chosen either jointly by the corpora-tion and Agent
      or
      else by corporation counsel within two (2) weeks to make such determination,
      if
      at such meeting a quorum consisting of directors who were not parties to the
      relevant action, suit, or proceeding is not obtainable, or if obtainable such
      quorum refuses to make such determination, but so directs the corporation.
      If
      such legal counsel is not so retained or does not make such determination within
      six (6) weeks, then the Board of Directors shall cause a stockholders meeting
      to
      be held within two (2) months to make such a determination.





If
      a
      claim under these By-Laws, under any statute, under any provision of any
      agreement with the corporation, or under the corporation's Certificate of
      Incorporation providing for indem-nification or advance of expenses, is not
      paid
      in full by the corporation within sixty (60) days in case of indemnifica-tion
      and twenty (20) days in case of advance of expenses after notice of a request
      for payment thereof has been given to the corporation by Agent, Agent may,
      but
      need not, at any time there-after bring an action against the corporation to
      recover the unpaid amount of the claim or the expense advance and, if
      success-ful, Agent shall also be entitled to be paid for the expenses (including
      attorneys' fee) of bringing such action. It shall be a defense to any such
      action (other than an action brought to enforce a claim for expenses incurred
      in
      connection with any action, suit or proceeding in advance of its final
      disposition) that Agent has not met the standards of conduct which make it
      permissible under applicable law for the corporation to indemnify Agent for
      the
      amount claimed, and Agent shall be entitled to receive interim payment of
      expenses pursuant to Section 8.5 unless and until such defense may be finally
      adjudicated by court order or judgment from which no further right of appeal
      exists. Neither the failure of the cor-poration (including its Board of
      Directors, any committee or subgroup of the Board of Directors, independent
      legal counsel, or its stockholders) to have made a determination that
      indemnification of Agent is proper in the circumstances because Agent has met
      the applicable standard of conduct required by applicable law, nor an actual
      determination by the corporation (including its Board of Directors, any
      committee or subgroup of the Board of Directors, independent legal counsel,
      or
      its stockholders) that Agent has not met such applicable stan-dard of conduct,
      shall create a presumption that Indemnitee has or has not met the applicable
      standard of conduct.





8.7 Other
      Rights and Remedies. The indemnification provided by this Article shall not
      be
      deemed exclusive of, and shall not affect, any other rights to which an Agent
      seeking indemnification may be entitled under any law, other provision of these
      By-Laws, the corporation's Certificate of Incorporation, agreement, vote of
      stockholders or disinterested directors or otherwise, both as to action in
      his
      or her 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 an Agent and
      shall inure to the benefit of the heirs, executors, and administrators of such
      a
      person. All right to indemnification under this Article shall be deemed to
      be
      provided by a contract between the corporation and the Agent who serves in
      such
      capacity at any time these By-Laws and other relevant provisions of the general
      corporation law and other applicable law, if any, are in effect. Any repeal
      or
      modi-fication thereof shall not affect any rights or obligations then existing.
      In addition, notwithstanding any other provisions of these By-Laws, the
      corporation hereby agrees to indemnify the Agent to the fullest extent permitted
      by law, regardless of whether such indemnification is authorized by any other
      provision of these By-Laws by the corporation's Certificate of Incorporation,
      by
      agreement with the corporation, or by statute.





8.8 Insurance.
      Upon resolution passed by the Board of Directors, the corporation may purchase
      and maintain insurance on behalf of any person who is or was an Agent against
      any liability asserted against such person and incurred by him or her in any
      such capacity, or arising out of his or her status as such, whether or not
      the
      corporation would have the power to indemnify such person against such liability
      under the provisions of this Article.





8.9 Optional
      Means of Assuring Payment. Upon request by an Agent certifying that the Agent
      has reasonable grounds to believe the Agent may be made a party to a proceeding
      for which the Agent may be entitled to be indemnified under this Article 8,
      the
      corporation may but is not required to create a trust fund, grant a security
      interest or use other means (including, without limitation, a letter of credit)
      to ensure the payment of such sums as may become necessary to effect
      indemnification as provided herein.





13


8.10 Constituent
      Corporations. For the purposes of this Article, references to "the corporation"
      include all constituent corporations absorbed in a consolidation or merger
      as
      well as the resulting or surviving corporation, so that any person who is or
      was
      a director, officer, employee, or trustee of such a constituent corporation
      or
      who, being or having been such a director, officer, employee or trustee, is
      or
      was serving at the request of such constituent corporation as a director,
      officer, employee, trustee of another corporation, partnership, joint venture,
      trust or other 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 if he or she had served the resulting or surviving corporation
      in
      the same capacity.





8.11 Other
      Enterprises, Fines, and Serving at Corporation's Request. For purposes of this
      Article, references to "other enterprise" in Sections 8.1 and 8.10 shall include
      employee benefit plans; references to "fines" shall include any excise taxes
      assessed on a person with respect to any employee benefit plan; and references
      to "serving at the request of the corporation" shall include any service by
      Agent as director, officer, employee, trustee, or agent of the corporation
      which
      imposes duties on, or involves services by, such Agent with respect to any
      employee benefit plan, its participants, or beneficiaries; and a person who
      acted in good faith and in a manner he or she 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 Article.





8.12 Savings
      Clause. If this Article or any portion thereof shall be invalidated on any
      ground by any court of competent jurisdiction, then the corporation shall
      nevertheless indemnify each Agent as to expenses (including attorneys' fees),
      judgments, fines, and amounts paid in settlement with respect to any action,
      suit, appeal, proceeding, or investigation, whether civil, criminal, or
      administrative, and whether internal or external, including a grand jury
      proceeding and an action or suit brought by or in the right of the corporation,
      to the full extent permitted by any applicable portion of this Article that
      shall not have been invalidated, or by any other applicable law.





8.13 Employees
      or Agents. The corporation may, by resolu-tion of the Board of Directors, grant
      an agent or employee of the corporation who is not an officer or director of
      the
      corporation and therefore not an Agent, the rights of an Agent under this
      Article 8.

















Rev.
      8/2/2006





14


**CERTIFICATE
      OF SECRETARY**




**RE:
      ADOPTION OF AMENDMENT TO BY-LAWS**









I,
      the
      undersigned, hereby certify that:




1.
              I
                  am the duly elected and acting Secretary of LaserCard Corporation,
                  a
                  Delaware corporation (the “Corporation”);
                  and
  2.
              The
                  foregoing document, consisting of fourteen (14) pages, contain
                  amendments
                  of the By-Laws of the Corporation as duly adopted by the Board
                  of
                  Directors as of the date
                  hereof.






Dated
      Effective: August
      2,
      2006




/s/
      STEPHEN M. WURZBURG


Stephen
      M. Wurzburg


Secretary