Exhibit 3.1 AMENDED AND RESTATED
BY-LAWS OF CNS, INC. (As amended on July 15,
2003) ARTICLE 1 OFFICES 1.1)
          Registered Offices  The address of the registered office of the
          corporation shall be established and maintained at the office of the Corporation
          Trust Center, 1209 Orange Street, in the City of Wilmington, County of New
          Castle, State of Delaware and the Corporation Trust Company shall be the
          registered agent of the corporation. The Board of Directors shall have authority
          to change the registered office of the corporation from time to time, and any
          such change shall be registered by the secretary with the Secretary of State of
          Delaware. 1.2)
          Offices  The corporation may have such other offices, including its
          principal business office, either within or without the State of Delaware, as
          the Board of Directors may designate or as the business of the corporation may
          require from time to time. ARTICLE 2 CORPORATE SEAL The
corporate seal shall have thereon the name of the corporation, and the words
Corporate Seal and when so directed by the Board of Directors a duplicate of
the seal may be kept and used by the secretary or treasurer or by an assistant secretary
or assistant treasurer. ARTICLE 3 SHAREHOLDERS 3.1)
Regular Meeting  The regular meeting of the shareholders of the corporation shall
be an annual meeting held at the principal business office of the corporation, or at such
place as is designated by the Board of Directors or by written consent of all the
shareholders entitled to vote thereat, at which time the shareholders, voting as provided
in the Articles of Incorporation, shall elect a Board of Directors for the ensuing year,
and shall transact such other business as shall properly come before them. In the event
the regular meeting is not held for a period of thirteen


---

(13) months or more, a shareholder
or director may apply to the Court of Chancery to summarily order a meeting to be held.
To be properly brought before the annual meeting, business must be of a nature that is
appropriate for consideration at an annual meeting and must be (i) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of the Board
of Directors, (ii) otherwise properly brought before the meeting by a shareholder. In
addition to any other applicable requirements, for business to be properly brought before
the annual meeting by a shareholder, the shareholder must have given timely notice
thereof in writing to the Secretary of the corporation. To be timely, each such notice
must be given, either by personal delivery or by United States mail, postage prepaid, to
the Secretary of the corporation, not less than 45 days nor more than 60 days prior to
the date the proxy materials for the previous years annual meeting were mailed to
shareholders of the corporation. Each such notice to the Secretary shall set forth as to
each matter the shareholder proposes to bring before the annual meeting (w) a brief
description of the business desired to be brought before the annual meeting and the
reasons for conducting such business at the annual meeting, (x) the name and address of
record of the shareholders proposing such business, (y) the class or series (if any) and
the number of shares of the corporation which are owned by the shareholder, and (z) any
material interest of the shareholder in such business. Notwithstanding anything in these
By-laws to the contrary, no business shall be transacted at the annual meeting except in
accordance with the procedures set forth in this Article; provided, however, that nothing
in this Article shall be deemed to preclude discussion by any shareholder of any business
properly brought before the annual meeting, in accordance with these By-Laws. 3.2)
Special Meetings  Special meetings of the shareholders shall be called by
the Secretary at any time upon request of the President, a Vice-President acting
in the capacity of the President, the Treasurer or two (2) or more members of
the Board of Directors, or upon a written request of shareholders holding ten
percent (10%) or more of the capital stock entitled to vote. Notice shall be
given in accordance with the provisions of Article 3.5 hereof. 3.3)
Quorum  The holders of fifty (50%) percent of the outstanding shares
entitled to vote, represented either in person or by proxy, shall constitute a
quorum for the transaction of business. The shareholders present at a duly
called or held meeting, at which a quorum of the shareholders is present, may
continue to transact business until adjournment notwithstanding the withdrawal
of enough shareholders to leave less than a quorum. In case a quorum is not
present at any meeting, those present shall have the power to adjourn the
meeting from time to time, without notice or other announcement at the meeting,
until the requisite number of voting shares shall be represented. Any business
may be transacted at such reconvened meeting which might have been transacted at
the meeting which was adjourned. 3.4)
Voting  At each meeting of the shareholders, every shareholder having the right to
vote shall be entitled to vote in person or by proxy duly appointed by an instrument in
writing subscribed by such shareholder. Each shareholder shall have one (1) vote for each
share having voting power standing in his name on the books of the corporation. Shares
owned by two (2) or more shareholders may be voted by any one of them unless the
corporation receives written notice from any one of them denying the authority of that
person to vote those shares. A holder of voting shares may vote any portion of the shares
in any way the shareholder chooses. If a shareholder votes without designating the
proportion or number of shares voted in a particular  2


---

way, the shareholder is deemed to
have voted all the shares in that way. Upon the demand of any shareholder, the vote for
director, or the vote upon any question before the meeting shall be by ballot. In all
matters other than the election of directors, the affirmative vote of the majority of
shares present in person or represented by proxy at the meeting and entitled to vote on
the subject matter shall be the act of the stockholders. Directors shall be elected by a
plurality of the votes of the shares present in person or represented by proxy at the
meeting and entitled to vote on the election of directors. 3.5)
Notice of Meeting  There shall be mailed to each shareholder shown by the
books of the corporation to be a holder of record of voting shares, at his
address as shown by the books of the corporation, a notice setting out the time
and place of the regular meeting or any special meeting, which notice shall be
mailed at least ten (10) days and not more than sixty (60) days prior thereto.
Every notice of any special meeting shall state the purpose or purposes of the
proposed meeting, and the business transacted at all special meetings shall be
confined to purposes stated in the call. A shareholder may waive notice of a
meeting of shareholders. A waiver of notice by a shareholder entitled to notice
is effective whether given before, at, or after the meeting, or whether given in
writing, orally, or by attendance. Attendance by a shareholder at a meeting is a
waiver of notice of that meeting, except where the shareholder objects at the
beginning of the meeting to the transaction of business because the meeting is
not lawfully called or convened, or objects before a vote on an item of business
because the item may not lawfully be considered at that meeting and does not
participate in the consideration of the item at that meeting. 3.6)
Proxies  At all meetings of shareholders, a shareholder may vote by proxy
executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxies shall be filed with the Secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy. No appointment of a proxy is irrevocable unless the appointment is
coupled with an interest in the shares of the corporation. 3.7)
Closing Transfer Books  The Board of Directors may close the stock
transfer books for a period of time not exceeding sixty (60) days preceding the
date of any meeting of shareholders, payment of dividend, allotment of rights,
change, conversion or exchange of capital stock or the date of obtaining consent
of shareholders for any purpose. 3.8)
Record Date  In lieu of closing the stock record books the Board of Directors may
fix in advance a date, not exceeding sixty (60) days preceding the date of any of the
aforesaid events, as a record date for the determination of shareholders entitled to
notice of and to vote at any such meeting and any adjournment thereof, or to receive any
such dividend or allotment or rights, or to exercise the rights in respect to any change,
conversion or exchange of capital stock or to give such consent, and in such case only
such shareholders on the record date so fixed shall be entitled to notice of and to vote
at such meeting and any adjournment thereof, or to receive such dividend or allotment of
rights, or to exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation after any such
record date so fixed. If the stock transfer books are not closed and no record date is
fixed for such determination of the shareholders of record, the date on which notice of
the meeting is  3


---

mailed, or the date of adoption of a
resolution of the Board of Directors declaring a dividend, allotment of rights, change,
conversion or exchange of capital stock or to give such consent, as the case may be,
shall be the record date for such determination of shareholders. A determination of
shareholders entitled to vote shall apply to any adjournment of such meeting except when
the date of determination or the closing of the stock transfer book exceeds sixty (60)
days preceding such adjourned meeting, in which event a new meeting must be called. 3.9)
Presiding Officer  The appropriate officers of the corporation shall
preside over all meetings of the shareholders; provided, however, that in the
absence of an appropriate corporate officer at any meeting of the shareholders,
the meeting shall choose any person present to act as presiding officer of the
meeting. 3.10) Conduct of Meetings
of Shareholders  Subject to the following, meetings of shareholders
generally shall follow accepted rules of parliamentary procedure: 1.

The chairman
of the meeting shall have absolute authority over matters of procedure and there
shall be no appeal from the ruling of the chairman. If the chairman, in his
absolute discretion, deems it advisable to dispense with the rules of
parliamentary procedure as to any one meeting of shareholders or part thereof
the chairman shall so state and shall clearly state the rules under which the
meeting or appropriate part thereof shall be conducted.  2.

If disorder should arise which prevents continuation of the legitimate business
of the meeting, the chairman may quit the chair and announce the adjournment of
the meeting; and upon his so doing, the meeting is immediately adjourned.  3.

chairman may ask or require that anyone not a bona fide shareholder or proxy
leave the meeting.  4.

A resolution or motion shall
be considered for vote only if proposed by a shareholder or duly authorized
proxy, and seconded by an individual who is a shareholder or a duly authorized
proxy, other than the individual who proposed the resolution or motion;
provided, however, that the chairman shall have the discretion to rule out of
order any resolution or motion which seeks shareholder vote on (i) a proposal
that has failed to comply with the requirements of Article 3.1, or (ii) any
nomination(s) for the election of directors that fails to comply with Article
4.16.  3.11)
Order of Business  The suggested order of business at the regular meeting
of shareholders, and so far as possible at all other meetings of the
shareholders, shall be: 1.

Calling
of roll.  4


---

2.

Proof
of due notice of meeting, or unanimous waiver. 3.

Reading
and disposal of any unapproved minutes. 4.

Annual
reports of all officers and committees. 5.

Election
of directors. 6.

Unfinished
business. 7.

New
business properly presented. 8.

Adjournment. 3.12)
Inspectors of Election  The Board of Directors in advance of any meeting
of shareholders may appoint inspectors to act at such meeting or any adjournment
thereof. If inspectors of election are not so appointed, the officer or person
acting as chairman of any such meeting may, and on the request of any
shareholder or his proxy, shall make such appointment. In case any person
appointed as inspector shall fail to appear or act, the vacancy may be filled by
appointment made by the Board of Directors in advance of the meeting, or at the
meeting by the officer or person acting as chairman. The inspectors of election
shall determine the number of shares outstanding, the voting power of each, the
shares represented at the meeting, the existence of a quorum, the authenticity,
validity and effect of proxies, receive votes, ballots, assents or consents,
hear and determine all challenges and questions in any way arising and announce
the result, and do such acts as may be proper to conduct the election or vote
with fairness to all shareholders. No
inspector whether appointed by the Board of Directors or by the officer or person acting
as chairman need be a shareholder. 3.13)
          Informal Action by Shareholders  Any action required to be taken at a
          meeting of the shareholders, or any other action which may be taken at a meeting
          of the shareholders, may be taken without a meeting and notice thereof if a
          consent in writing, setting forth the action so taken, shall be signed by the
          holders of outstanding stock having not less than the minimum number of votes
          that would be necessary to authorize or take such action at a meeting at which
          all shares entitled to vote thereon were present and voted. The written action
          is effective when it has been signed by all of those shareholders, unless a
          different effective time is provided in the written action. ARTICLE 4 DIRECTORS 4.1)
          General Powers  The property, affairs, and business of the corporation
          shall be managed by the Board of Directors. 4.2)
          Number  The Board of Directors shall consist of such number of directors,
          not less than five (5) nor more than ten (10), the exact number to be fixed from
          time to time solely by resolution of the Board of Directors, acting by not less
          than a majority of the directors then in office. 4.3)
          Qualifications and Term of Office  Directors need not be shareholders or
          residents of the State of Delaware. Directors shall be elected by the
          shareholders at the regular meeting for a term of one (1) year or until their
          successors are elected and qualified. Each of the directors of  5


---

the corporation           shall hold
office until the regular meeting next following or closely coinciding           with the
expiration of his term of office and until his successor shall have           been
elected and shall qualify or until he shall resign, or shall have been           removed
as provided by statute. 4.4)
          Quorum  A majority of the whole Board of Directors shall constitute a
          quorum for the transaction of business; provided, however, that if any vacancies
          exist by reason of death, resignation or otherwise, a majority of the remaining
          directors shall constitute a quorum for the conduct of business. If less than a
          quorum is present at any meeting, a majority of the directors present may
          adjourn the meeting from time to time without further notice. If a quorum is
          present when a duly called or held meeting is convened, the directors present
          may continue to transact business until adjournment, even though the withdrawal
          of a number of directors originally present leaves less than a majority. 4.5)
          Regular Meetings  As soon as practical after each regular meeting of
          shareholders, the Board of Directors shall meet for the purposes of
          organization, choosing the officers of the corporation and for the transaction
          of other business at the place where the shareholders meeting is held or
          at the place where regular meetings of the Board of Directors are held. No
          notice of such meeting need be given. Such first meeting may be held at any
          other time and place which shall be specified in a notice given as hereinafter
          provided for special meetings or in a consent and waiver of notice signed by all
          the directors. 4.6)
          Telephonic Meetings  Any member or members of the Board of Directors, or
          any committee designated by such Board, may participate in a meeting of the
          Board of Directors or such committee by means of conference telephone or similar
          communications equipment by means of which all persons participating in the
          meeting can hear each other, and participation in a meeting pursuant to this
          paragraph shall constitute presence in person at such meeting. 4.7)
          Special Meetings  Special meetings of the Board of Directors may be held
          at such time and place as may from time to time be designated in the notice or
          waiver of notice of the meeting. Special meetings of the Board of Directors may
          be called by the president, or by any director. Unless notice shall be waived by
          all directors entitled to notice, notice of the special meeting shall be given
          by the secretary, who shall give at least twenty-four (24) hours notice thereof
          to each director by mail, telegraph, telephone, or in person; provided, however,
          that meetings may be held without waiver of notice from or giving notice to any
          director while he is in the Armed Forces of the United States. Each director, by
          his attendance and his participation in the action taken at any directors
          meeting, shall be deemed to have waived notice of such meeting. 4.8)
Compensation  Directors and any members of any committee of the corporation
contemplated by these By-Laws or otherwise provided for by resolution of the Board of
Directors, shall receive such compensation therefore as may be determined from time to
time by resolution of the Board of Directors. Nothing herein contained shall be construed
to preclude any director from serving the corporation in any other capacity and receiving
proper compensation therefor. 4.9)
Salaries  Salaries and other compensation of all officers and employees of the  6


---

corporation shall be fixed by the
Board of Directors. Nothing herein contained shall be construed to preclude any officer
from serving the corporation as a director, consultant or in any other capacity and
receiving proper compensation therefor. In the event that any authority, such as the
Internal Revenue Service, determines, and such determination is ultimately accepted, that
any compensation paid to a director, officer or employee of the corporation is excessive
and disallows the corporate deduction therefor, the recipient of the amounts so
determined to be excessive shall repay the corporation said amount. 4.10)
Committees  A resolution approved by the affirmative vote of a majority of the
Board of Directors may establish committees having the authority of the Board in the
management of the business of the corporation to the extent provided in the resolution.
Committees are subject at all times to the direction and control of the Board of
Directors except as provided in Article 4.11. A committee shall consist of one or more
natural persons, who are directors, appointed by affirmative vote of a majority of the
directors present. A majority of the members of the committee present at a meeting is a
quorum for the transaction of business unless a larger or smaller proportion is provided
in a resolution approved by the affirmative vote of a majority of the directors present. 4.11)
Committee of Disinterested Persons  The Board of Directors may establish a
committee composed of two or more disinterested directors or other disinterested persons
to determine whether it is in the best interests of the corporation to pursue a
particular legal right or remedy of the corporation and whether to cause the dismissal or
discontinuance of a particular proceeding that seeks to assert a right or remedy on
behalf of the corporation. A director or other person is disinterested if he
is not an owner of more than one percent of the outstanding shares of, or a present or
former officer, employee or agent of the corporation or of a related corporation and has
not been made or threatened to be made a party to the proceeding in question. The
committee, once established, is not subject to the direction or control of, or
termination by, the Board of Directors. A vacancy on the committee may be filled by a
majority vote of the remaining members. The good faith determinations of the committee
are binding upon the corporation and its directors, officers and shareholders. The
committee terminates when it issues a written report of its determinations. 4.12)
Vacancies  Any vacancy in the Board of Directors shall be filled by an
affirmative vote of a majority of the remaining directors of the Board, though
less than a quorum, and each person so elected shall be a director until his
successor is elected by the shareholders, who may make such election at their
next annual meeting or any meeting duly called for that purpose. 4.13)
Order of Business  The meetings shall be conducted in accordance with
Roberts Rules of Order, Revised, and the suggested order of business at any
meeting of the directors shall be: 1.

Roll
call. 2.

Proof
of due notice of meeting, or unanimous consent, or unanimous presence and
                    declaration by president. 3.

Reading
and disposal of any unapproved minutes. 4.

Reports
of officers and committees.  7


---

5.

Election
of officers. 6.

Unfinished
business. 7.

New
business. 8.

Adjournment. 4.14)
Written Consent or Opposition in Advance of Meeting  Any member of the
Board of Directors or a committee thereof, may give advance written consent or
opposition to a proposal or resolution stating an action to be taken by the
Board or committee. Such consent or opposition shall be a vote in favor of or
against the proposal or resolution if the proposal or resolution acted upon at
the meeting is substantially the same or has substantially the same effect as
the proposal or resolution to which the member of the Board or committee has
consented or objected. 4.15) Informal Action by
Directors  Any action required or permitted to be taken at a meeting of
the directors may be taken without a meeting and notice thereof if a consent in
writing, setting forth the action so taken, shall be signed by all of the
directors entitled to vote with respect to the subject matter set forth. 4.16)
Nominations for Election of Directors  Subject to the rights of holders of
any class or series of stock having a preference over the common shares as to
dividends or upon liquidation, nominations for the election of directors may be
made by the Board of Directors or a committee appointed by the Board of
Directors or by any shareholder entitled to vote generally in the election of
directors. However, any shareholder entitled to vote generally in the election
of directors may nominate one or more persons for election as directors at a
meeting only if written notice of such shareholders intent to make such
nomination or nominations has been given, either by personal delivery or by
United States mail, postage prepaid, to the Secretary of the corporation not
less than 45 days nor more than 60 days prior to the date the proxy materials
for the previous years annual meeting were mailed to shareholders of the
corporation. Each such notice to the Secretary shall set forth: (i) the name and
address of record of the shareholder who intends to make the nomination; (ii) a
representation that the shareholder is a holder of record of shares of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (iii) the name, age, business and residence addresses, and principal
occupation or employment of each nominee; (iv) a description of all arrangements
or understandings between the shareholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder; (v) such other information
regarding each nominee proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission; and (vi) the consent of each nominee to
serve as a director of the corporation if so elected. The corporation may
require any proposed nominee to furnish such other information as may reasonably
be required by the corporation to determine the eligibility of such proposed
nominee to serve as a director of the corporation. The chairman or presiding
officer of the meeting may, if the facts warrant, determine that a nomination
was not made in accordance with the foregoing procedure, and if the chair or
presiding officer should so determine, he or she shall so declare to the meeting
and the defective nomination shall be disregarded.  8


---

ARTICLE 5 OFFICERS 5.1)
          Number  The officers of the corporation shall include a president or chief
          executive officer, a treasurer or chief financial officer and a secretary and
          may include such other officers as may from time to time be chosen by the Board
          of Directors. Any two offices except those of president and vice-president may
          be held by one person. 5.2)
          Election, Term of Office and Qualifications  At any regular meeting of the
          Board of Directors, the Board shall elect from their number a president or chief
          executive officer and shall, from within or without their number, elect a
          treasurer or chief financial officer and a secretary, and may, in addition, from
          within or without their number, elect one or more vice-presidents and such other
          officers and assistant officers as may be deemed advisable. Such officers shall
          hold office until the next regular meeting or until their successors are elected
          and qualified; provided, however, that any officer may be removed with or
          without cause by the affirmative vote of a majority of the whole Board of
          Directors. 5.3)
          Chairman of the Board  The chairman of the board of directors shall
          preside at all meetings of shareholders and directors, and he shall have such
          other powers and perform such other duties as the Board of Directors may from
          time to time prescribe. 5.4)
          President and Chief Executive Officer  The president shall have general
          and active management of the business under the supervision and direction of the
          Board of Directors, and he shall be responsible for carrying into effect all
          orders and resolutions of the Board of Directors. He shall be the chief
          executive officer of the corporation and shall perform all duties usually
          incident to the office of president and chief executive officer and such other
          duties as may be from time to time prescribed by the Board of Directors; except
          that if the Board of Directors elects a separate chief executive officer, then
          the president shall perform such duties usually incident to the office of
          president and the chief executive officer shall perform such duties usually
          incident to the office of the chief executive officer and each of them shall
          perform such duties as may be from time to time prescribed to each of them by
          the Board of Directors. 5.5)
          Chief Operating Officer  The chief operating officer of the corporation
          shall be responsible for directing and supervising the corporations
          overall business activities. He shall be the officer primarily responsible for
          planning and carrying out the business policies of the corporation and shall
          report to the Board of Directors thereon at each meeting of the Board of
          Directors. He shall have such other responsibilities and shall exercise such
          additional authority as may from time to time be assigned to him by the Board. 5.6)
          Vice President  Each vice-president shall have such powers and shall
          perform such duties as may be specified in these By-Laws or prescribed by the
          Board of Directors. In the event of absence or disability of the president, a
          vice-president shall succeed to his powers and duties in the order in which they
          are elected or as otherwise prescribed by the Board of Directors. A vice-
          president who is not a director shall not succeed to the office of president. 9


---

5.7)
          Secretary  The secretary shall be secretary of and shall attend all
          meetings of the shareholders and Board of Directors. He shall act as clerk
          thereof and shall record all the proceedings of such meetings in the minute book
          of the corporation. He shall give proper notice of meetings of shareholders and
          directors. He shall keep the seal of the corporation and shall affix the same to
          any instrument requiring it and shall attest the seal by his signature. He
          shall, with the president or any vice-president, acknowledge all certificates
          for shares of the corporation and shall perform such other duties as may be
          prescribed from time to time by the Board of Directors. 5.8)
          Treasurer and Chief Financial Officer  The treasurer shall keep accurate
          accounts of all moneys of the corporation received or disbursed. He shall
          deposit all moneys, drafts, and checks in the name and to the credit of the
          corporation in such banks and depositories as the Board of Directors shall
          designate from time to time. He shall endorse for deposit all notes, checks and
          drafts received by the corporation as ordered by the Board of Directors, making
          proper vouchers therefor. He shall disburse the funds of the corporation as
          authorized by the Board of Directors. He shall render to the president and the
          Board of Directors, whenever required, an account of all of his transactions as
          treasurer and of the financial condition of the corporation and shall perform
          such other duties as may be prescribed by the Board of Directors from time to
          time. 5.9)
          Assistant Officers  In the event of absence or disability of any
          vice-president, secretary, or treasurer, such assistants to such officers shall
          succeed to the powers and duties of the absent officer in the order in which
          they are elected or as otherwise prescribed by the Board of Directors until such
          principal officer shall resume his duties or a replacement is elected by the
          Board of Directors. Such assistant officers shall exercise such other powers and
          duties as may be delegated to them from time to time by the Board of Directors,
          but they shall be subordinate to the principal officer they are designated to
          assist. 5.10)
          Officers Shall Not Lend Corporate Credit  Except for the proper use of the
          corporation, no officer of this corporation shall sign or endorse in the name or
          on behalf of this corporation, or in his official capacity, any obligations for
          the accommodation of any other party or parties, nor shall any check, note,
          bond, stock certificate or other security or thing of value belonging to this
          company be used by any officer or director as collateral for any obligation
          other than valid obligations of this corporation. ARTICLE 6 INDEMNIFICATION Any
person who at any time shall serve or shall have served as a director, officer, employee
or agent of the Corporation, and the heirs, executors and administrators of such person
shall be indemnified by the Corporation in accordance with, and the fullest extent
permitted by, the provisions of the Delaware General Corporation Law, as it may be amended
from time to time. 10


---

ARTICLE 7 SHARES AND THEIR
TRANSFER 7.1)
          Certificates of Stock  Every owner of stock of the corporation shall be
          entitled to a certificate, to be in such form as the Board of Directors
          prescribe, certifying the number of shares of stock of the corporation owned by
          him. The certificates for such stock shall be numbered in the order in which
          they shall be issued and shall be signed in the name of the corporation by the
          president, and by the secretary, or by any other two (2) proper officers of the
          corporation authorized by the Board of Directors. A record shall be kept of the
          name of the person, firm or corporation owning the stock represented by each
          such certificate, and the respective issue date thereof, and in the case of
          cancellation, the respective dates of cancellation. Every certificate
          surrendered to the corporation for exchange or transfer shall be canceled and no
          other certificate or certificates shall be issued in exchange for any existing
          certificates until such existing certificate shall have been so canceled except
          in cases provided for in Article 7.5. 7.2)
          Facsimile Signature  Where any certificate is manually signed by a
          transfer agent, a transfer clerk or by a registrar appointed by the Board of
          Directors to perform such duties, a facsimile or engraved signature of the
          president and secretary or other proper officer of the corporation authorized by
          the Board of Directors may be inscribed on the certificate in lieu of the actual
          signature of such officer. The fact that a certificate bears the facsimile
          signature of an officer who has ceased to hold office shall not affect the
          validity of such certificate if otherwise validly issued. 7.3)
          Issuance of Shares  Subject to the provisions and limitations of Article 4
          of the Certificate of Incorporation, the Board of Directors is authorized to
          cause to be issued shares of the corporation, to the full amount of such
          authorized shares, and at such times as may be determined by the Board of
          Directors and as may be permitted by law. 7.4)
          Transfer of Shares  Transfer of shares on the books of the corporation may
          be authorized only by the shareholder named in the certificate, or by the
          shareholders legal representative, or duly authorized attorney-in-fact,
          and upon surrender for cancellation of the certificate or certificates for such
          shares. The shareholder in whose name shares of stock stand on the books of the
          corporation shall be deemed the owner thereof for all purposes as regards the
          corporation; provided, that when any transfer of shares shall be made as
          collateral security, and not absolutely, such facts, if known to the secretary
          of the corporation, or to the transfer agent, shall be so expressed in the entry
          of transfer. 7.5)
          Lost Certificates  Any shareholder claiming a certificate of stock to be
          lost or destroyed shall make an affidavit or affirmation of that fact in such
          form as the Board of Directors may require, and shall, if the directors so
          require, give the corporation a bond of indemnity in form and with one or more
          sureties satisfactory to the Board, in an amount determined by the Board of
          Directors not exceeding double the value of the stock represented by such
          certificate to indemnify the corporation, against any claim that may be made
          against it on account of the alleged loss or destruction of such certificate;
          whereupon a new certificate may be issued in the same tenor and for the same
          number of shares as the one alleged to have been destroyed or lost. 11


---

7.6)
          Treasury Stock  Treasury stock shall be held by the corporation subject to
          disposal by the Board of Directors, in accordance with the Certificate of
          Incorporation and these By-Laws, and shall not have voting rights nor
          participate in dividends. 7.7)
          Indebtedness of Shareholders  The corporation shall have a first lien on
          all the shares of its capital stock and upon all dividends declared upon the
          same for any indebtedness of the respective holders thereof to the corporation. 7.8)
          Transfer Agent and Registrar  The Board of Directors may appoint one or
          more transfer agents or transfer clerks, and may require all certificates for
          shares to bear the signature or signatures of any of them. ARTICLE 8 BOOKS AND RECORDS 8.1)
Share Register; Dates of Issuance  The corporation shall keep at its
principal business office, or at another place or places within the United
States determined by the Board of Directors, a share register not more than one
year old, containing the names and addresses of the shareholders and the number
and classes of shares held by each shareholder. The corporation shall also keep,
with the share register, a record of the dates on which certificates or
transaction statements representing shares were issued. 8.2)
Other Documents Required  A corporation shall keep at its principal
business office, or, if its principal business office is outside of this state,
shall make available at its registered office within ten days after receipt by
an officer of the corporation of a written demand for them made by a person
described in Article 8.4, originals or copies of: 1.

Records
of all proceedings of shareholders for the last three years; 2.

Records
of all proceedings of the board for the last three years; 3.

Its
articles and all amendments currently in effect; 4.

Its
by-laws and all amendments currently in effect; 5.

Financial
statements required by Article 8.7 and the financial statement for the most recent
interim period prepared in the course of the operation of the corporation for
distribution to the shareholders or to a governmental agency as a matter of public
record; 6.

Reports
made to shareholders generally within the last three years; 7.

A
statement of the names and usual business addresses of its directors and
                    principal officers; 8.

Voting
trust agreements; and 12


---

9.

Shareholder
control agreements. 8.3)
                     Financial Records  A corporation shall keep appropriate and
complete                     financial records. 8.4)
                     Right to Inspect  A shareholder, beneficial owner, or a holder
of a                     voting trust certificate has an absolute right, upon written
demand, to examine                     and copy, in person or by a legal representative,
during the usual hours for                     business, the share register and all
documents referred to in Article 8.2. A                     shareholder, beneficial
owner, or a holder of a voting trust certificate has a                     right, upon
written demand, to examine and copy in person or by legal
                    representative, other corporate records during the usual hours for
business,                     only if the shareholder, beneficial owner, or holder of a
voting trust                     certificate demonstrates a proper purpose for the
examination. A proper                     purpose is one reasonably related
to the persons interest as a                     shareholder, beneficial owner, or
holder of a voting trust certificate of the                     corporation. 8.5)
                     Cost of Copies  Copies of all documents referred to in Article
8.2 shall                     be furnished at the expense of the corporation. A copy of
the most recently                     generated share register shall be furnished at the
expense of the corporation if                     the requesting party shows a proper
purpose. In all other cases, the corporation                     may charge the
requesting party a reasonable fee to cover the expenses of                     providing
the copy. 8.6)
                     Computerized Records  The records maintained by the
corporation,                     including its share register, financial records, and
minute books, may utilize                     any information storage technique,
including, for example, punched holes,                     printed or magnetized spots,
or microimages, even though that makes them                     illegible visually, if
the records can be converted, by machine and within a                     reasonable
time, into a form that is legible visually and whose contents are
                    assembled by related subject matter to permit convenient use by
people in the                     normal course of business. The corporation shall
convert any of the records                     referred to in Articles 8.1 and 8.2 upon
the request of a person entitled to                     inspect them, and the expense of
the conversion shall be borne by the person who                     bears the expense of
copying pursuant to Article 8.5. A copy of the conversion                     is
admissible in evidence, and shall be accepted for all other purposes, to the
                    same extent as the existing or original records would be if they were
legible                     visually. 8.7)
                     Financial Statements  The corporation shall upon written
request by a                     shareholder stating a proper purpose therefor, furnish
annual financial                     statements, including at least a balance sheet as of
the end of each fiscal year                     and a statement of income for the fiscal
year, which shall be prepared on the                     basis of accounting methods
reasonable in the circumstances and may be                     consolidated statements of
the corporation and one or more of its subsidiaries.                     In the case of
statements audited by a public accountant, each copy shall be
                    accompanied by a report setting forth the opinion of the accountant
on the                     statements; in other cases, each copy shall be accompanied by
a statement of the                     president or other person in charge of the
corporations financial records                     stating the reasonable belief of
the person that the financial statements were                     prepared in accordance
with accounting methods reasonable in the circumstances,                     describing
the basis of presentation, and describing any respects in which the
                    financial statements were not prepared on a basis consistent with
those prepared                     for the previous year.  13


---

ARTICLE 9 DISTRIBUTIONS 9.1)
               Distributions  The Board of Directors may authorize distributions by
the                corporation from funds legally available therefor at such times and in
such                amounts as the Board shall deem reasonable. 9.2)
               Record Date  Subject to any provisions of the Certificate of
               Incorporation, the Board of Directors may fix a date preceding the date
fixed                for the payment of any distribution or allotment of other rights as
the record                date for the determination of the shareholders entitled to
receive payment of                such distribution or allotment notwithstanding any
transfer of shares on the                books of the Corporation after such record date. 9.3)
               Restrictions  A distribution may be made to the holders of a class
or                series of shares only if: 1.

All
amounts payable to the holders of shares having a preference for the payment
               of that kind of distribution are paid; and 2.

The
payment of the distribution does not reduce the remaining net assets of the
               corporation below the aggregate preferential amount payable in the event
of                liquidation to the holders of shares having preferential rights, unless
the                distribution is made to those shareholders in the order and to the
extent of                their respective priorities. 3.

The
money or property available for distribution is insufficient to satisfy all
               preferences, the distributions shall be made pro rate according to the
order of                priority of preferences by classes and by series within those
classes. ARTICLE 10 FINANCIAL AND PROPERTY
MANAGEMENT 10.1)
          Fiscal Year  The fiscal year of the corporation shall be set by the Board
          of Directors. 10.2)
          Audit of Books and Accounts  The books and accounts of the corporation
          shall be audited at such times as may be ordered by the Board of Directors. 10.3)
          Contracts  The Board of Directors may authorize any officer or officers,
          agent or agents, to enter into any contract or execute and deliver any
          instrument in the name of and on behalf of the corporation, and such authority
          may be general or confined to specific instances. 10.4)
          Checks  All checks, drafts, or other orders for the payment of money,
          notes, or other evidences of indebtedness issued in the name of the corporation
          shall be signed by the treasurer 14


---

or such other officer or officers,
agent or           agents of the corporation and in such manner as shall from time to
time be           determined by resolution of the Board of Directors. 10.5)
          Deposits  All funds of the corporation not otherwise employed shall be
          deposited from time to time to the credit of the corporation in such banks,
          trust companies, or other depositories as the Board of Directors may select. 10.6)
          Voting Securities Held by Corporation  The president or other agent
          designated by the Board of Directors, shall have full power and authority on
          behalf of the corporation to attend, act and vote at any meeting of security
          holders of other corporations in which this corporation may hold securities. At
          such meeting the president, or such other agent, shall possess and exercise any
          and all rights and powers incident to the ownership of such securities which the
          corporation might possess and exercise. ARTICLE 11 WAIVER OF NOTICE Whenever
any notice whatsoever is required to be given by these By-Laws or the Certificate of
Incorporation of the corporation or any of the corporate laws of the State of Delaware, a
waiver thereof in writing, signed by the person or persons entitled to said notice, either
before, at, or after the time stated therein, shall be deemed equivalent thereto. ARTICLE 12 AMENDMENTS Subject
to the limitations set forth in the Delaware General Corporation Law, these By-Laws may be
amended by a vote of the majority of the whole Board of Directors at any meeting, provided
that notice of such proposed amendment shall have been included in the notice of such
meeting given to the directors.   15


---