Exhibit
      3(II)


AMENDED
      AND RESTATED BY-LAWS


AS
      OF
      NOVEMBER 28, 2007


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 BoulevardMountain
                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 corporation 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 stockholders 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 stockholder of record
      entitled to vote at the meeting.




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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.





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 corporation 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 certified 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 stockholders 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 determination 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 stockholders
      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 Incorporation, 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 persons, 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 corporation stating that the proxy is
      revoked or by a subsequent 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 questions 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 stockholders, 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 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 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 delegation, 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.




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(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.





(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 outstanding
      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 directorship except at an annual meeting or at a
      special meeting called pursuant to Section 2.3 for such
      purpose.  Notwithstanding the foregoing, if at any time, by reason of
      death or resignation or other cause, the corporation should have no directors
      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 person 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;




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(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;





(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. Delivery to a common carrier or transmission of a facsimile 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
      corporation.





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
      participation constitutes presence in person at such meeting.




7




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.





3.17          Certain
      Corporate Loans and Guaranties. The corporation may make loans of money or
      property to, or guarantee the obligations 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 subsidiary, or adopt an
      employee benefit plan or plans authorizing 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
      corporation.





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.




8




4.6.5         Vice
      Chairman of the Board. The Board of Directors may in its discretion elect a
      Vice
      Chairman of the Board who shall preside at all meetings of the Board and
      stockholders at which the Chairman of the Board is absent and he is present;
      shall assist the Chairman of the Board as requested by the Chairman of the
      Board
      in performing the duties prescribed for the Chairman of the Board; and shall
      exercise and perform such other powers and duties as are prescribed for this
      office by these Bylaws or by the Board. The Vice 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.




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.




9




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.





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 distribution or
      allotment of any rights, or entitled to exercise any rights in respect of any
      change, commission 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, conversion 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 particular meeting or event,
      only stockholders of record on that date are entitled to notice and to vote
      and
      to receive the dividend, distribution, or allotment of rights, or to exercise
      the rights, as the case may be, notwithstanding 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 corporation'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 corporation'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.




10




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.





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 indemnification 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 provision, 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 conversion 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 corporation'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.




11





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.





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
      interests 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.




12





8.3           Determination
      of Right of Indemnification. Any indemnification 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 indemnification.





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 applicable
      standard of conduct.  The corporation shall retain (at the
      corporation's expense) independent legal counsel chosen either jointly by the
      corporation 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 indemnification or advance of expenses, is not paid in full by the
      corporation within sixty (60) days in case of indemnification 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 thereafter bring an action against the corporation to recover the
      unpaid amount of the claim or the expense advance and, if successful, 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 corporation (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 standard of conduct,
      shall create a presumption that Indemnitee has or has not met the applicable
      standard of conduct.




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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
      modification 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.





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 resolution 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.
      11/28/07


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”); and2.
                The
                    foregoing document, consisting of fourteen (14) pages, comprises
                    the
                    amended and restated bylaws of the Corporation as of the date
                    hereof,
                    reflecting an amendment to add Section 4.6.5 which was duly adopted
                    by the
                    Board of Directors on November 2, 2007, to become effective as
                    of the date
                    hereof.
   Dated
          Effective: November 28, 2007
   /s/STEPHEN
                      M.
                      WURZBURGStephen
                        M. WurzburgSecretary
     15