BY-LAWS

                                of

                 RESEARCH FRONTIERS INCORPORATED
       (as Amended and Restated through November 5, 2007)


1.   MEETINGS OF STOCKHOLDERS.

     1.1  Annual Meeting.  The annual meeting of stockholders
shall be held on the second Thursday of June in each year, or as
soon thereafter as practicable, and shall be held at a place and time
determined by the board of directors (the "Board").
Notwithstanding anything herein to the contrary, the chairman of
the board, or in his absence the president, or in his absence any
two vice presidents, may change the date and time of the annual
meeting of stockholders to any more convenient date and time.

     1.2  Special Meetings.  Special meetings of the stockholders
may be called only by resolution of the Board or by the chairman
of the board or the president and shall be called by the president or
secretary upon the written request (stating the purpose or purposes
of the meeting) of a majority of the directors then in office.  Only
business related to the purposes set forth in the notice of the
meeting may be transacted at a special meeting.

     1.3  Place and Time of Meetings.  Meetings of the
stockholders may be held in or outside Delaware at the place and
time specified by the Board, or by the chairman of the board or
president, or the directors or stockholders requesting the meeting.

     1.4  Notice of Meetings; Waiver of Notice.  Written notice
of each meeting of stockholders shall be given to each stockholder
entitled to vote at the meeting, except that (a) it shall not be
necessary to give notice to any stockholder who submits a signed
waiver of notice before or after the meeting, and (b) no notice of
an adjourned meeting need be given except when required under
Section 1.5 of these By-Laws or by law. Each notice of a meeting
shall be given, personally or by mail, not less than 10 nor more
than 60 days before the meeting and shall state the time and place
of the meeting, and unless it is the annual meeting, shall state at
whose direction or request the meeting is called and the purposes
for which it is called. If mailed, notice shall be considered given
when mailed to a stockholder at his address on the Corporation's
records.  The attendance of any stockholder at a meeting, either in
person or by proxy, without protesting at the beginning of the
meeting that the meeting is not lawfully called or convened, shall
constitute a waiver of notice by him.

     1.5  Quorum.  At any meeting of stockholders, the presence
in person or by proxy of the holders of a majority of the shares
entitled to vote shall constitute a quorum for the transaction of any
business.  In the absence of a quorum a majority in voting interest
of those present or, any officer entitled to preside at or to act as
secretary of the meeting, may adjourn the meeting until a quorum
is present.  At any adjourned meeting at which a quorum is present
any action may be taken which might have been taken at the
meeting as originally called.  No notice of an adjourned meeting
need be given if the time and place are announced at the meeting
at which the adjournment is taken except that, if adjournment is for
more than thirty days or if, after the adjournment, a new record
date is fixed for the meeting, notice of the adjourned meeting shall
be given pursuant to Section 1.4.

     1.6  Voting; Proxies.  Each stockholder of record shall be
entitled to one vote for every share registered in his name.
Corporate action to be taken by stockholder vote, other than the
election of directors, shall be authorized by a majority of the votes
cast at a meeting of stockholders, except as otherwise provided by
law, the Corporation's certificate of incorporation, or by these By-
Laws. Directors shall be elected in the manner provided in Section
2.1 of these By-Laws.  Voting need not be by ballot unless
requested by a stockholder at the meeting or ordered by the
chairman of the meeting; however, all elections of directors shall
be by written ballot, unless otherwise provided in the certificate of
incorporation.  Each stockholder entitled to vote at any meeting of
stockholders or to express consent to or dissent from corporate
action in writing without a meeting may authorize another person
to act for him by proxy.  Every proxy must be signed by the
stockholder or his attorney-in-fact.  No proxy shall be valid after
three years from its date unless it provides otherwise.

     1.7  List of Stockholders.  Not less than 10 days prior to the
date of any meeting of stockholders, the secretary of the
Corporation shall prepare a complete list of stockholders entitled
to vote at the meeting, arranged in alphabetical order and showing
the address of each stockholder and the number of shares
registered in his name.  For a period of not less than 10 days prior
to the meeting, the list shall be available during ordinary business
hours for inspection by any stockholder for any purpose germane
to the meeting.  During this period, the list shall be kept either (a)
at a place within the city where the meeting is to be held, if that
place shall have been specified in the notice of the meeting, or (b)
if not so specified, at the place where the meeting is to be held.
The list shall also be available for inspection by stockholders at the
time and place of the meeting.

     1.8  Action by Consent Without a Meeting.  Any action
required to be taken at any annual or special meeting of
stockholders of the Corporation, or any action which may be taken
at any annual or special meeting of stockholders, may only be
taken without a meeting, without prior notice and without a vote,
if the Continuing Directors authorize  such action to be so taken by
consent, in which case such consent or consents shall be in writing,
setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at
a meeting at which all shares entitled to vote thereon were present
and voted and shall be delivered to the Corporation by delivery to
its 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.
Delivery made to the Corporation's registered office shall be made
by hand or by certified or registered mail, return receipt requested.

     Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be
effective to take the corporate action referred to therein unless,
within sixty days of the date the earliest dated consent is delivered
to the Corporation, a written consent or consents signed by a
sufficient number of holders to take action are delivered to the
Corporation in the manner prescribed in the first paragraph of this
Section.

     1.9  Proposed Business at Stockholder's Meetings.  No
business may be transacted at any meeting of stockholders, other
than business that is either (a) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the
Board (or any duly authorized committee thereof), which shall
include any stockholder proposals contained in the Corporation's
proxy statement made in accordance with Rule 14a-8 of the
Securities and Exchange Act of 1934, as amended, or any
successor thereto, (b) otherwise properly brought before the
meeting by or at the direction of the Board (or any duly authorized
committee thereof) or (c) otherwise properly brought before the
meeting by any stockholder of the Corporation (i) who is a
stockholder of record on the date of such meeting, on the date of
the giving of the notice provided for in this Section, and on the
record date for the determination of stockholders entitled to vote
at such meeting and (ii) who complies with the procedures set
forth in these By-Laws.  In addition to any other applicable
requirements, for business to be properly brought before a meeting
by a stockholder, such stockholder must have given timely notice
thereof in proper written form to the Secretary of the Corporation.
To be timely, a stockholder's notice must be delivered to or mailed
and received at the principal executive offices of the Corporation
not less than 90 days prior to the scheduled date of the
Corporation's annual meeting, or in the case of any other meeting
not less than sixty (60) days nor more than ninety (90) days prior
to the scheduled date of such meeting; provided, however, that in
the event that less than seventy (70) days notice or prior public
disclosure of the date of a meeting other than the Corporation's
annual meeting is given or made to stockholders, notice by the
stockholder in order 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 or such
public disclosure of the date of the meeting was made, whichever
first occurs.  To be in proper written form, such stockholder's
notice  shall set forth as to each matter such stockholder proposes
to bring before the meeting (i) a brief and complete description of
the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting, (ii) the name,
and business address and residence address of such stockholder,
(iii) the class and number of shares of the Corporation which are
owned beneficially and of record by such stockholder, (iv) any
other information relating to such person or proposal that is
required to be disclosed in solicitations of proxies, or is otherwise
required, in each case pursuant to Regulation 14A promulgated
under the Securities Exchange Act of 1934, as amended, (v) any
other information that is or would be required to be disclosed in a
Schedule 13D promulgated under the Securities Exchange Act of
1934 regardless of whether such person would otherwise be
required to file a Schedule 13D, (vi) a description of all
arrangements or understandings between such stockholder and any
other person or persons (including their names and other
information with respect to such person or persons similar to that
provided by such stockholder) in connection with the proposal of
such business by such stockholder and any material interest of
such stockholder in such business and (vii) a representation that
such stockholder intends to appear in person or by proxy at the
meeting to bring such business before the meeting.  In addition, a
person providing notice under this Section shall supplementally
and promptly provide such other information as the Corporation
otherwise requests.  No business shall be conducted at the meeting
of stockholders except business brought before the meeting by a
stockholder in accordance with the procedures set forth in this
Section; provided, however, that, once business has been properly
brought before the meeting in accordance with such procedures,
nothing in this Section shall be deemed to preclude discussion by
any stockholder of any such business; provided further, however,
that if the stockholder bringing such matter before the meeting
withdraws such matter, such matter shall no longer be properly
before the meeting.  The chairman of a meeting shall, if the facts
warrant, determine and declare to the meeting that business was
not properly brought before the meeting in accordance with the
procedures prescribed by these By-Laws, and if he should so
determine, such business shall not be transacted.

2.   BOARD OF DIRECTORS.

     2.1  Number, Qualification, Election and Term of Directors.
The business of the Corporation shall be managed by the Board,
which shall consist of not less than 3 directors.  The number of
directors may be changed by resolution of a majority of the Board
or by the stockholders, but no decrease may shorten the term of
any incumbent director.  Directors shall be elected at each annual
meeting of stockholders by a plurality of the votes cast and shall
hold office until the next annual meeting of stockholders and until
the election and qualification of their respective successors, subject
to the provisions of Section 2.9 and to the Corporation's certificate
of incorporation.  As used in these By-Laws, the term "entire
Board" means the total number of directors which the Corporation
would have if there were no vacancies on the Board.

     2.2  Quorum and Manner of Acting.  A majority of the
directors then in office shall constitute a quorum for the
transaction of business at any meeting, except as provided in
Section 2.10 of these By-Laws.  Action of the Board shall be
authorized by the vote of a majority of the directors present at the
time of the vote if there is a quorum, unless otherwise provided by
law, the Corporation's certificate of incorporation, or these By-
Laws.  In the absence of a quorum a majority of the directors
present may adjourn any meeting from time to time until a quorum
is present.

     2.3  Place of Meetings.  Meetings of the Board may be held
in or outside Delaware.

     2.4  Annual and Regular Meetings.  Annual meetings of the
Board, for the election of officers and consideration of other
matters, shall be held either (a) without notice immediately after
the annual meeting of stockholders and at the same place, or (b) as
soon as practicable after the annual meeting of stockholders, on
notice as provided in Section 2.6 of these By-Laws.  Regular
meetings of the Board may be held without notice at such times
and places as the Board determines.  If the day fixed for a regular
meeting is a legal holiday, the meeting shall be held on the next
business day.

     2.5  Special Meetings.  Special meetings of the Board may
be called by the chairman of the board, the president or by the
secretary upon the written request of any two of the directors.
Only business related to the purposes set forth in the notice of
meeting may be transacted at a special meeting.

     2.6  Notice of Meetings; Waiver of Notice.  Notice of the
time and place of each special meeting of the Board, and of each
annual meeting not held immediately after the annual meeting of
stockholders and at the same place, shall be given to each director
by mailing it to him at his residence or usual place of business at
least three days before the meeting, or by delivering or telephoning
or telegraphing it to him at least two days before the meeting.
Notice of a special meeting shall also state the purpose or purposes
for which the meeting is called. Notice need not be given to any
director who submits a signed waiver of notice before or after the
meeting or who attends the meeting without protesting at the
beginning of the meeting the transaction of any business because
the meeting was not lawfully called or convened.  Notice of any
adjourned meeting need not be given, other than by announcement
at the meeting at which the adjournment is taken.

     2.7  Board or Committee Action Without a Meeting.  Any
action required or permitted to be taken by the Board or by any
committee of the Board may be taken without a meeting if all of
the members of the Board or of the committee consent in writing
to the adoption of a resolution authorizing the action.  The
resolution and the written consents by the members of the Board
or the committee shall be filed with the minutes of the proceeding
of the Board or of the committee.

     2.8  Participation in Board or Committee Meetings by
Conference Telephone.  Any or all members of the Board or of any
committee of the Board may participate in a meeting of the Board
or of the committee by means of a conference telephone or similar
communications equipment allowing all persons participating in
the meeting to hear each other at the same time.  Participation by
such means shall constitute presence in person at the meeting.

     2.9  Resignation and Removal of Directors.  Any director
may resign at any time by delivering his resignation in writing to
the Board, or to the president or secretary of the Corporation, to
take effect upon receipt thereof by the Board or such officer, or at
the time specified in the resignation; the acceptance of a
resignation, unless required by its terms, shall not be necessary to
make it effective.  Except as otherwise provided in the
Corporation's certificate of incorporation, any or all of the
directors may be removed at any time, either with or without
cause, by action of the Board or by vote of the stockholders.

     2.9.1  Any director of the Corporation may be removed from
being a director of the Corporation for cause if such director
commences or threatens to commence a lawsuit or other legal
proceeding against the Corporation or against any one or more of
the other directors of the Corporation in their capacities as such.

     2.10 Vacancies.  Any vacancy in the Board, including
one created by an increase in the number of directors, may only be
filled for the unexpired term by a majority vote of the remaining
directors, though less than a quorum.  Vacancies occurring by
reason of removal of directors without cause shall only be filled by
a vote of the shareholders unless otherwise specified in the
certificate of incorporation.  A director elected to fill a vacancy
caused by resignation, death, or removal shall be elected to hold
office for the unexpired term of his predecessor.

     2.11 Compensation.  Directors shall receive such
compensation as the Board determines, together with
reimbursement of their reasonable expenses in connection with the
performance of their duties.  A director may also be paid for
serving the Corporation, its affiliates or subsidiaries in other
capacities.

     2.12  Notice of Stockholder Nominees.  Only persons who are
nominated in accordance with the procedures set forth in this
Section shall be eligible for election at a meeting of stockholders
as directors of the Corporation.  Nominations of persons for
election to the Board may be made at a meeting of stockholders (a)
by or at the direction of the Board or (b) by any stockholder of the
Corporation who is a stockholder of record at the time of giving
notice provided for in this Section, who shall be entitled to vote for
the election of directors at the meeting and who complies with the
procedures set forth in this Section.  In addition to any other
applicable requirements, such nominations, other than those made
by or at the direction of the Board, shall be made pursuant to
timely notice in proper written form to the Secretary of the
Corporation.  To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive
offices of the Corporation not less than 90 days prior to the
scheduled date of the Corporation's annual meeting, or in the case
of any other meeting not less than sixty (60) days nor more than
ninety (90) days prior to the scheduled date of such meeting;
provided, however, that in the event that less than seventy (70)
days notice or prior public disclosure of the date of a meeting other
than the Corporation's annual meeting is given or made to
stockholders, notice by the stockholder in order 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 or such public disclosure of the date of the
meeting was made, whichever first occurs.  To be in proper written
form, such stockholder's notice shall set forth (a) as to each person
whom the stockholder proposes to nominate for election or re-
election as a director, (i) the name, age, business address and
residence address of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number of shares of
the Corporation which are owned beneficially and of record by
such person, (iv) any other information relating to such person that
is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to
Regulation 14A promulgated under the Securities Exchange Act
of 1934, as amended (including, without limitation, such person's
written consent to being named in the proxy statement as a
nominee and to serving as a director if elected), and (v) any other
information that is or would be required to be disclosed in a
Schedule 13D promulgated under the Securities Exchange Act of
1934 regardless of whether such person would otherwise be
required to file a Schedule 13D, and (b) as to the stockholder
giving the notice (i) the name and address, as they appear on the
Corporation's books, as such stockholder, (ii) the class and number
of shares of the Corporation which are owned beneficially and of
record by such stockholder, and (iii) a description of all
arrangements or understandings between such stockholder and the
person nominated by such stockholder, and any interest by such
stockholder in the election of the person nominated by such
stockholder, and any relationship between such stockholder and
the person so nominated.  In addition, a person providing notice
under this Section shall supplementally and promptly provide such
other information as the Corporation otherwise requests.  At the
request of the Board, any person nominated by the Board for
election as a director shall furnish to the Secretary of the
Corporation that information required to be set forth in a
stockholder's notice of nomination which pertains to the nominee.
No person shall be eligible to serve as a director of the Corporation
unless nominated by a stockholder in accordance with the
procedures set forth in this Section; provided, however, that if the
stockholder making such nomination withdraws such nomination,
such nomination shall no longer be properly before the meeting.
The chairman of the meeting shall, if the facts warrant, determine
and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by these By-Laws, and
if he should so determine, the defective nomination shall be
disregarded.

3.   COMMITTEES.

     3.1  Executive Committee.  The Board, by resolution adopted
by a majority of the entire Board, may designate an Executive
Committee of one or more directors which shall have all the
powers and authority of the Board, except as otherwise provided
in the resolution, Section 141(c) of the Delaware General
Corporation Law, or any other applicable law.  The members of
the Executive Committee shall serve at the pleasure of the Board.

     3.2  Other Committees.  The Board, by resolution adopted by
a majority of the entire Board, may designate other committees of
one or more directors, which shall serve at the Board's pleasure
and have such powers and duties as the Board determines.

     3.3  Rules Applicable to Committees.  The Board may
designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at
any meeting of the committee.  In the absence or disqualification
of any member of a committee, the member or members present at
a meeting of the committee and not disqualified, whether or not a
quorum, may unanimously appoint another director to act at the
meeting in place of the absent or disqualified member.  All action
of a committee shall be reported to the Board at its next meeting.
Each committee shall adopt rules of procedure and shall meet as
provided by those rules or by resolutions of the Board.

4.   OFFICERS.

     4.1  Number; Security.  The executive officers of the
Corporation shall be the chairman of the board, the president, one
or more vice presidents (including one or more executive vice
presidents and senior vice presidents, if the Board so determines),
a secretary and a treasurer.  Any two or more offices may be held
by the same person.  The Board may require any officer, agent or
employee to give security for the faithful performance of his
duties.

     4.2  Election; Term of Office.  The executive officers of the
Corporation shall be elected annually by the Board, and each such
officer shall hold office until the next annual meeting of the Board
and until the election of his successor, subject to the provisions of
Section 4.4.

     4.3  Subordinate Officers.  The Board may appoint
subordinate officers (including assistant secretaries and assistant
treasurers), agents or employees, each of whom shall hold office
for such period and have such powers and duties as the Board
determines.  The Board may delegate to any executive officer or
to any committee the power to appoint and define the powers and
duties of any subordinate officers, agents or employees.

     4.4  Resignation and Removal of Officers.  Any officer may
resign at any time by delivering his resignation in writing to the
president or secretary of the Corporation, to take effect at the time
specified in the resignation; the acceptance of a resignation, unless
required by its terms, shall not be necessary to make it effective.
Any officer appointed by the Board or appointed by an executive
officer or by a committee may be removed by the Board either
with or without cause, and in the case of an officer appointed by
an executive officer or by a committee, by the officer or committee
who appointed him or by the president.

     4.5  Vacancies.  A vacancy in any office may be filled for the
unexpired term in the manner prescribed in Sections 4.2 and 4.3 of
these By-Laws for election or appointment to the office.

     4.6  Chairman of the Board.  The chairman of the board shall
be the chief executive officer of the Corporation, shall preside at
all meetings of the Board and of the stockholders and shall have
such powers and duties as the Board assigns to him.

     4.7  The President.  The president shall, in the absence of a
chairman of the board be the chief executive officer of the
Corporation and shall preside at all meetings of the Board and of
the stockholders and shall be the chief operating officer of the
Corporation.  Subject to the control of the Board and the chairman
of the board, he shall have general supervision over the business
of the Corporation and shall have such other powers and duties as
presidents of corporations usually have or as the Board assigns to
him.

     4.8  Vice President.  Each vice president (including one or
more executive vice presidents and senior vice presidents, if the
Board so determines) shall have such powers and duties as the
Board or the president assigns to him or her.

     4.9  The Treasurer.  The treasurer shall be the chief financial
and accounting officer of the Corporation and shall be in charge of
the Corporation's books and accounts.  Subject to the control of the
Board, he shall have such other powers and duties as the Board or
the president assigns to him.

     4.10 The Secretary.  The secretary shall be the secretary
of, and keep the minutes of, all meetings of the Board and of the
stockholders, shall be responsible for giving notice of all meetings
of stockholders and of the Board, and shall keep the seal and,
when authorized by the Board, apply it to any instrument requiring
it.  Subject to the control of the Board, he shall have such powers
and duties as the Board or the president assigns to him.  In the
absence of the secretary from any meeting, the minutes shall be
kept by the person appointed for that purpose by the presiding
officer.

     4.11 Salaries.  The Board may fix the officers' salaries,
if any, or it may authorize the president to fix the salary of any
other officer.
5.   SHARES.

     5.1  Certificates.  The Corporation's shares shall be
represented by certificates in the form approved by the Board or
as uncertificated shares for registration in book entry form. If in
certificate form, each certificate shall be signed by either the
chairman of the board, the president or a vice president and by the
secretary or an assistant secretary, or the treasurer or an assistant
treasurer, and shall be sealed with the Corporation's seal or a
facsimile of the seal.  Any or all of the signatures on the certificate
may be a facsimile.  In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon
a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.

     5.2  Transfers.  Shares shall be transferable only on the
Corporation's books, upon surrender of the certificate for the
shares, properly endorsed, or by appropriate book entry.  The
Board may require satisfactory surety before issuing a new
certificate to replace a certificate claimed to have been lost or
destroyed.

     5.3  Determination of Stockholders of Record.   In order that
the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders, or to receive payment
of any dividend or other distribution or allotment of any rights or
to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action, the
Board may fix a record date, which record date shall not precede
the date on which the resolution fixing the record date is adopted
and which record date shall not be more than sixty nor less than
ten days before the date of any meeting of stockholders, nor more
than sixty days prior to the time for such other action as
hereinbefore described; provided, however, that if no record date
is fixed by the Board, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be
at the close of business on the day next preceding the day on
which notice is given or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting
is held, and, for determining stockholders entitled to receive
payment of any dividend or other distribution or allotment of
rights or to exercise any rights of change, conversion or exchange
of stock or for any other purpose, the record date shall be at the
close of business on the day on which the Board adopts a
resolution relating thereto.

     A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board
may fix a new record date for the adjourned meeting.

     In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a
meeting, the Board may fix a record date, which shall not precede
the date upon which the resolution fixing the record date is
adopted by the Board, and which record date shall be not more
than ten days after the date upon which the resolution fixing the
record date is adopted.  If no record date has been fixed by the
Board and no prior action by the Board is required by the
Delaware General Corporation Law, the record date shall be the
first date on which a signed written consent setting forth the action
taken or proposed to be taken is delivered to the Corporation in the
manner prescribed by Section 1.8.  If no record date has been fixed
by the Board and prior action by the Board is required by the
Delaware General Corporation Law with respect to the proposed
action by written consent of stockholders, the record date for
determining stockholders entitled to consent to corporate action in
writing shall be at the close of business on the day on which the
Board adopts the resolution taking such prior action.

6.   MISCELLANEOUS.

     6.1  Seal.  The Board shall adopt a corporate seal, which
shall be in the form of a circle and shall bear the Corporation's
name and the year and state in which it was incorporated.

     6.2  Fiscal Year.  The Board may determine the Corporation's
fiscal year.  Until changed by the Board, the Corporation's fiscal
year shall be the calendar year.

     6.3  Voting of Shares in Other Corporations.  Shares in other
corporations which are held by the Corporation may be
represented and voted by the president or a vice president of this
Corporation or by proxy or proxies appointed by one of them.  The
Board may, however, appoint some other person to vote the shares.

     6.4  Amendments.  By-Laws may be amended, repealed or
adopted by a majority of the Continuing Directors present at a
meeting in which a quorum of Continuing Directors is present, or
by the holders of at least 80% of the issued and outstanding shares
of the Corporation entitled to vote, but any By-Law adopted by the
Board may be amended or repealed by the holders of at least 80%
of the issued and outstanding shares of the Corporation entitled to
vote.  As used in these By-Laws, the term "Continuing Director"
means any member of the Board who is unaffiliated with, and not
a nominee or representative of, an "Interested Stockholder" (as that
term is defined under Section 203 of the Delaware General
Corporation Law, or any successor statute, and in the
Corporation's certificate of incorporation, but excluding any
current executive officer of the Corporation, or his or her estate)
and was a member of the Board prior to the time that the Interested
Stockholder became an Interested Stockholder, and any successor
of a Continuing Director who is unaffiliated with, and not a
nominee or representative of, an Interested Stockholder and is
recommended to succeed a Continuing Director by a majority of
the Continuing Directors then in office.  If no Interested
Stockholder exists, a Continuing Director shall mean any member
of the Board of Directors of the Corporation who was a member of
the Board prior to the time that any determination or approval of
a Continuing Director, as such, is required or permitted by this
Certificate of Incorporation, or any member who is recommended
to succeed a Continuing Director by a majority of Continuing
Directors then serving as members of the Board.