**RESTATED
      AND AMENDED**





**BY-LAWS**





**OF**





**ICONIX
      BRAND GROUP, INC.**





**(a
      Delaware corporation)**





**ARTICLE
      I**





**STOCKHOLDERS**





**1.
      CERTIFICATES REPRESENTING STOCK** .
      Certificates representing stock in the corporation shall be signed by, or in
      the
      name of, the corporation by the Chairman or Vice-Chairman of the Board of
      Directors, if any, or by the President or a Vice-President and by the Treasurer
      or an Assistant Treasurer or the Secretary or an Assistant Secretary of the
      corporation. Any or all the signatures on any such 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.





Whenever
      the corporation shall be authorized to issue more than one class of stock or
      more than one series of any class of stock, and whenever the corporation shall
      issue any shares of its stock as partly paid stock, the certificates
      representing shares of any such class or series or of any such partly paid
      stock
      shall set forth thereon the statements prescribed by the General Corporation
      Law. Any restrictions on the transfer or registration of transfer of any shares
      of stock of any class or series shall be noted conspicuously on the certificate
      representing such shares.





The
      corporation may issue a new certificate of stock or uncertificated shares in
      place of any certificate theretofore issued by it, alleged to have been lost,
      stolen, or destroyed, and the Board of Directors may require the owner of the
      lost, stolen, or destroyed certificate, or his legal representative, to give
      the
      corporation a bond sufficient to indemnify the corporation against any claim
      that may be made against it on account of the alleged loss, theft, or
      destruction of any such certificate or the issuance of any such new certificate
      or uncertificated shares.





**2.
      UNCERTIFICATED SHARES.** Subject
      to any conditions imposed by the General Corporation Law, the Board of Directors
      of the corporation may provide by resolution or resolutions that some or all
      of
      any or all classes or series of the stock of the corporation shall be
      uncertificated shares. Within a reasonable time after the issuance or transfer
      of any uncertificated
      shares, the corporation shall send to the registered owner thereof the written
      notice prescribed by the General Corporation Law.





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**3.
      FRACTIONAL SHARE INTERESTS** .
      The
      corporation may, but shall not be required to, issue fractions of a share.
      If
      the corporation does not issue fractions of a share, it shall (1) arrange for
      the disposition of fractional interests by those entitled thereto, (2) pay
      in
      cash the fair value of fractions of a share as of the time when those entitled
      to receive such fractions are determined, or (3) issue scrip or warrants in
      registered form (either represented by a certificate or uncertificated) or
      bearer form (represented by a certificate) which shall entitle the holder to
      receive a full share upon the surrender of such scrip or warrants aggregating
      a
      full share. A certificate for a fractional share or an uncertificated fractional
      share shall, but scrip or warrants shall not unless otherwise provided therein,
      entitle the holder to exercise voting rights, to receive dividends thereon,
      and
      to participate in any of the assets of the corporation in the event of
      liquidation. The Board of Directors may cause scrip or warrants to be issued
      subject to the conditions that they shall become void if not exchanged for
      certificates representing the full shares or uncertificated full shares before
      a
      specified date, or subject to the conditions that the shares for which scrip
      or
      warrants are exchangeable may be sold by the corporation and the proceeds
      thereof distributed to the holders of scrip or warrants, or subject to any
      other
      conditions which the Board of Directors may impose.





**4.
      STOCK TRANSFERS** .
      Upon
      compliance with provisions restricting the transfer or registration of transfer
      of shares of stock, if any, transfers or registration of transfers of shares
      of
      stock of the corporation shall be made only on the stock ledger of the
      corporation by the registered holder thereof, or by his attorney thereunto
      authorized by power of attorney duly executed and filed with the Secretary
      of
      the corporation or with a transfer agent or a registrar, if any, and, in the
      case of shares represented by certificates, on surrender of the certificate
      or
      certificates for such shares of stock properly endorsed and the payment of
      all
      taxes due thereon.





**5.
      RECORD DATE FOR STOCKHOLDERS** .
      For the
      purpose of determining the stockholders entitled to notice of or to vote at
      any
      meeting of stockholders or any adjournment thereof, or to express consent to
      corporate action in writing without a meeting, or entitled to receive payment
      of
      any dividend or other distribution or the allotment of any rights, or entitled
      to exercise any rights in respect of any change, conversion, or exchange of
      stock or for the purpose of any other lawful action, the directors may fix,
      in
      advance, a record date, which shall not be more than sixty days nor less than
      ten days before the date of such meeting, nor more than sixty days prior to
      any
      other action. If no record date is fixed, the record date for determining
      stockholders entitled to notice of or to vote at a meeting of stockholders
      shall
      be at the close of business on the day next preceding the day on which notice
      is
      given, or, if notice is waived, at the close of business on the day next
      preceding the day on which the meeting is held; the record date for determining
      stockholders entitled to express consent to corporate action in writing without
      a meeting, when no prior action by the Board of Directors is necessary, shall
      be
      the day on which the first written consent is expressed; and the record date
      for
      determining stockholders for any other purpose shall be at the close of business
      on the day on which the Board of Directors adopts the resolution relating
      thereto. A determination of stockholders of record entitled to notice of or
      to
      vote at any meeting of stockholders shall apply to any adjournment of the
      meeting; provided, however, that the Board of Directors may fix a new record
      date for the adjourned meeting.





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**6.
      MEANING OF CERTAIN TERMS.** As used
      herein in respect of the right to notice of a meeting of stockholders or a
      waiver thereof or to participate or vote thereat or to consent or dissent in
      writing in lieu of a meeting, as the case may be, the term "share" or "shares"
      or "share of stock" or "shares of stock" or "stockholder" or "stockholders"
      refers to an outstanding share or shares of stock and to a holder or holders
      of
      record of outstanding shares of stock when the corporation is authorized to
      issue only one class of shares of stock, and said reference is also intended
      to
      include any outstanding share or shares of stock and any holder or holders
      of
      record of outstanding shares of stock of any class upon which or upon whom
      the
      certificate of incorporation confers such rights where there are two or more
      classes or series of shares of stock or upon which or upon whom the General
      Corporation Law confers such rights notwithstanding that the certificate of
      incorporation may provide for more than one class or series of shares of stock,
      one or more of which are limited or denied such rights thereunder; provided
      however, that no such right shall vest in the event of an increase or a decrease
      in the authorized number of shares of stock of any class or series which is
      otherwise denied voting rights under the provisions of the certificate of
      incorporation except as any provision of law may otherwise require.





**7.
      STOCKHOLDER MEETINGS.**





TIME.
      The
      annual meeting shall be held on the date and at the time fixed, from time to
      time, by the directors, provided, that the first annual meeting shall be held
      on
      a date within thirteen months after the organization of the corporation and
      each
      successive annual meeting shall be held on a date within thirteen months after
      the date of the preceding annual meeting. A special meeting shall be held on
      the
      date and at the time fixed by the directors.





PLACE.
      Annual meetings and special meetings shall be held at such place, within or
      without the State of Delaware, as the directors may, from time to time, fix.
      Whenever the directors shall fail to fix such place, the meeting shall be held
      at the registered office of the corporation in the State of Delaware.





CALL.
      Annual meetings and special meetings may be called by directors or by any
      officer instructed by the directors to call the meeting.





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NOTICE
      OF
      MEETING: WAIVER OF NOTICE. Written notice of all meetings shall be given stating
      the place, date, and hour of the meeting and stating the place within the city
      or other municipality or community at which the list of stockholders of the
      corporation may be examined. The notice of an annual meeting shall state that
      the meeting is called for the election of directors and for the transaction
      of
      other business which may properly come before the meeting, and shall, (if any
      other action which could be taken at a special meeting is to be taken at such
      annual meeting) state the purpose or purposes. The notice of a special meeting
      shall in all instances state the purpose or purposes for which the meeting
      is
      called. The notice of any meeting shall also include, or be accompanied by,
      any
      additional statements, information, or documents prescribed by the General
      Corporation Law. Except as otherwise provided by the General Corporation Law,
      a
      copy of the notice of any meeting shall be given, personally or by mail, not
      less than ten days nor more than sixty days before the date of the meeting,
      unless the lapse of the prescribed period of time shall have been waived, and
      directed to each stockholder at his record address or at such other address
      which he may have furnished by request in writing to the Secretary of the
      corporation. Notice by mail shall be deemed to be given when deposited, with
      postage thereon prepaid, in the United States Mail. If a meeting is adjourned
      to
      another time, not more than thirty days hence, and/or to another place, and
      if
      an announcement of the adjourned time and/or place is made at the meeting,
      it
      shall not be necessary to give notice of the adjourned meeting unless the
      directors, after adjournment, fix a new record date for the adjourned meeting.
      Notice need not be given to any stockholder who submits a written waiver of
      notice signed by him before or after the time stated therein. Attendance of
      a
      stockholder at a meeting of stockholders shall constitute a waiver of notice
      of
      such meeting, except when the stockholder attends the meeting for the express
      purpose of objecting, at the beginning of the meeting, to the transaction of
      any
      business because the meeting is not lawfully called or convened. Neither the
      business to be transacted at, nor the purpose of, any regular or special meeting
      of the stockholders need be specified in any written waiver of
      notice.





At
      any
      meeting, only such business shall be conducted as shall have been brought before
      the meeting (i) pursuant to the corporation's notice of meeting, (ii) by or
      at
      the direction of the Board of Directors, or (iii) by any stockholder who
      complies with the procedures set forth in this Section 7.





The
      only
      business which shall be conducted at any meeting of the stockholders shall
      (i)
      have been specified in the written notice of the meeting (or any supplement
      thereto) given as provided in the preceding Section, (ii) be brought before
      the
      meeting at the direction of the Board of Directors or the chairman of the
      meeting or (iii) have specified in a written notice (a "Stockholder Meeting
      Notice") given to the corporation, in accordance with all of the following
      requirements, by or on behalf of any stockholder who shall have been a
      stockholder of record on the record date for such meeting and who shall continue
      to be entitled to vote there at. Each Stockholder Meeting Notice must be
      delivered personally to, or be mailed to and received by, the Secretary of
      the
      corporation, at the principal executive offices of the corporation, not less
      than 50 days nor more than 75 days prior to the meeting; provided, however,
      that
      in the event that less than 65 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 received not later than the close of business on the tenth
      day following the day on which such notice of the date of the meeting was mailed
      or such public disclosure was made. Each Stockholder Meeting Notice to the
      Secretary shall set forth as to each matter the stockholder proposes to bring
      before the meeting: (i) a description of each item of business proposed to
      be
      brought before the meeting and the reasons for conducting such business at
      the
      meeting; (ii) the name and address, as they appear on the corporation's books,
      of the stockholder proposing to bring such item of business before the meeting;
      (iii) the class and number of shares of stock held of record, owned beneficially
      and represented by proxy by such stockholder as of the record date for the
      meeting (if such date then shall have been made publicly available(and as of
      the
      date of such Stockholder Meeting Notice); and (iv) all other information which
      would be required to be included in a proxy statement filed with the Securities
      and Exchange Commission (the "Commission") if, with respect to any such item
      of
      business, such stockholder were a participant in a solicitation subject to
      Section 14 of the Securities Exchange Act of 1934. Any proposal by a stockholder
      which has not previously received the approval of the Board of Directors shall
      require for its adoption the affirmative vote of holders of more than fifty
      percent (50%) of the votes which all stockholders are entitled to cast thereon,
      in addition to any other approval which is required by law, the certificate
      of
      incorporation, these By-laws or otherwise.





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Notwithstanding
      anything in these By-laws to the contrary, no business shall be conducted at
      any
      meeting of the stockholders except in accordance with the procedures set forth
      in these By-laws. The Chairman of the meeting shall, if the facts warrant,
      determine and declare to the meeting that business was not properly brought
      before the meeting and in accordance with the procedures prescribed by these
      By-laws, and if he should so determine, he shall so declare to the meeting
      and
      any such business not properly brought before the meeting shall not be
      transacted.





STOCKHOLDER
      LIST. The officer who has charge of the stock ledger of the corporation shall
      prepare and make, at least ten days before every meeting of stockholders, a
      complete list of the stockholders arranged in alphabetical order, and showing
      the address of each stockholder and the number of shares registered in the
      name
      of each stockholder. Such list shall be open to the examination of any
      stockholder, for any purpose germane to the meeting, during ordinary business
      hours, for a period of at least ten days prior to the meeting, either at a
      place
      within the city or other municipality or community where the meeting is to
      be
      held, which place shall be specified in the notice of the meeting, or if not
      so
      specified, at the place where the meeting is to be held. The list shall also
      be
      produced and kept at the time and place of the meeting during the whole time
      thereof, and may be inspected by any stockholder who is present. The stock
      ledger shall be the only evidence as to who are the stockholders entitled to
      examine the stock ledger, the list required by this section or the books of
      the
      Corporation, or to vote at any meeting of stockholders.





CONDUCT
      OF MEETING. Meetings of the stockholders shall be presided over by one of the
      following officers in the order of seniority and if present and acting - the
      Chairman of the Board, if any, the Vice Chairman of the Board, if any, the
      President, a Vice-President or, if none of the foregoing is in office and
      present and acting, by a chairman to be chosen by the stockholders. The
      Secretary of the corporation, or in his absence, an Assistant Secretary, shall
      act as secretary of every meeting, but if neither the Secretary nor an Assistant
      Secretary is present the Chairman of the meeting shall appoint a secretary
      of
      the meeting.





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PROXY
      REPRESENTATION. Every stockholder may authorize another person or persons to
      act
      for him by proxy in all matters in which a stockholder is entitled to
      participate whether by waiving notice of any meeting, voting or participating
      at
      a meeting, or expressing consent or dissent without a meeting. Every proxy
      must
      be signed by the stockholder or by his attorney-in-fact. No proxy shall be
      voted
      or acted upon after three years from its date unless such proxy provides for
      a
      longer period. A duly executed proxy shall be irrevocable if it states that
      it
      is irrevocable and, if, and only as long as, it is coupled with an interest
      sufficient in law to support an irrevocable power. A proxy may be made
      irrevocable regardless of whether the interest with which it is coupled is
      an
      interest in the stock itself or an interest in the corporation generally.





INSPECTORS.
      The directors, in advance of any meeting, shall appoint one or more inspectors
      of election to act at the meeting or any adjournment thereof. If an inspector
      or
      inspectors are not appointed, the person presiding at the meeting shall appoint
      one or more inspectors. In case any person who may be appointed as an inspector
      fails to appear or act, the vacancy shall be filled by appointment made by
      the
      directors in advance of the meeting or at the meeting by the person presiding
      thereat. Each inspector, before entering upon the discharge of his duties,
      shall
      take and sign an oath faithfully to execute the duties of inspector at such
      meeting with strict impartiality and according to the best of his ability.
      The
      inspectors, shall determine the number of shares of stock outstanding and the
      voting power of each, the shares of stock represented at the meeting, the
      existence of a quorum, the validity and effect of proxies, and shall receive
      votes, ballots or consents, hear and determine all challenges and questions
      arising in connection with the right to vote, count and tabulate all votes,
      ballots or consents, determine the result, and do such acts as are proper to
      conduct the election or vote with fairness to all stockholders. On request
      of
      the person presiding at the meeting, the inspector or inspectors, shall make
      a
      report in writing of any challenge, question or matter determined by him or
      them
      and execute a certificate of any fact found by him or them.





QUORUM.
      The holders of one-third of the outstanding shares of stock present at a meeting
      of stockholders shall constitute a quorum at a meeting of stockholders for
      the
      transaction of any business. The stockholders present may adjourn the meeting
      despite the absence of a quorum.





VOTING.
      Each share of stock shall entitle the holder thereof to one vote. The election
      of directors and any other action, shall be authorized by a majority of the
      votes cast except where the General Corporation Law prescribes a different
      percentage of votes and/or a different exercise of voting power, and except
      as
      may be otherwise prescribed by the provisions of the certificate of
      incorporation and these By-laws. In the election of directors, and for any
      other
      action, voting need not be by ballot.





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**8.
      STOCKHOLDER ACTION WITHOUT MEETINGS** .
      Any
      action required by the General Corporation Law to be taken at any annual or
      special meeting of stockholders, or any action which may be taken at any annual
      or special meeting of stockholders, may be taken without a meeting, without
      prior notice and without a vote, if a consent in writing, setting forth the
      action so taken, shall be signed by the holders of outstanding stock having
      not
      less than the minimum number of votes that would be necessary to authorize
      or
      take such action at a meeting at which all shares entitled to vote thereon
      were
      present and voted. 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 and who, if the action had been
      taken at a meeting, would have been entitled to notice of the meeting if the
      record date for such meeting had been the date that written consents signed
      by a
      sufficient number of holders to take the action were delivered to the
      corporation.





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**ARTICLE
      II**





**DIRECTORS**





**1.
      FUNCTIONS AND DEFINITION** .
      The
      business and affairs of the corporation shall be managed by or under the
      direction of the Board of Directors of the corporation. The Board of Directors
      shall have the authority to fix the compensation of the members thereof. The
      use
      of the phrase "whole board" herein refers to the total number of directors
      which
      the corporation would have if there were no vacancies.





**2.
      QUALIFICATIONS AND NUMBER** .
      A
      director need not be a stockholder, a citizen of the United States, or a
      resident of the State of Delaware. The initial Board of Directors shall consist
      of three persons. Thereafter the number of directors
      constituting the whole board shall be at least one. Subject to the foregoing
      limitation and except for the first Board of Directors, such number may be
      fixed
      from time to time by action of the stockholders or of the directors, or, if
      the
      number is not fixed, the number shall be three. The number of directors may
      be
      increased or decreased by action of the stockholders or of the directors.





**3.
      ELECTION AND TERM.** The
      first Board of Directors, unless the members thereof shall have been named
      in
      the certificate of incorporation, shall be elected by the incorporator or
      incorporators and shall hold office until the first annual meeting of
      stockholders and until their successors are elected and qualified or until
      their
      earlier resignation or removal. Any director may resign at any time upon written
      notice to the corporation. Thereafter, directors who are elected at an annual
      meeting of stockholders, and directors who are elected in the interim to fill
      vacancies and newly created directorships, shall hold office until the next
      annual meeting of stockholders and until their successors are elected and
      qualified or until their earlier resignation or removal. In the interim between
      annual meetings of stockholders or of special meetings of stockholders called
      for the election of directors and/or for the removal of one or more directors
      and for the filling of any vacancy in that connection, newly created
      directorships and any vacancies in the Board of Directors, including unfilled
      vacancies resulting from the removal of directors for cause or without cause,
      may be filled by the vote of a majority of the remaining directors then in
      office, although less than a quorum, or by the sole remaining director.





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Subject
      to the rights of the holders of any class or series of stock having a preference
      over the common stock as to dividends or upon liquidation, nominations for
      the
      election of directors at a meeting of stockholders at which directors are
      elected, may be made by the Board of Directors or a committee appointed by
      the
      Board of Directors or any stockholder entitled to vote in the election of
      directors. However, any stockholder entitled to vote in the election of
      directors may nominate one or more persons for election as directors at a
      meeting only if written notice of such stockholder’s intent to make such
      nomination or nominations has been delivered personally to, or been mailed
      to
      and received by the Secretary of the corporation at, the principal executive
      offices of the corporation, not less than 50 days nor more than 75 days prior
      to
      the meeting; provided, however, that, in the event that less than 65 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 day following the day on which
      such notice of the date of the meeting was mailed or such public disclosure
      was
      made. Each such notice shall set forth: (i) the name and address of the
      stockholder, as they appear on the corporation’s books, who intends to make the
      nomination and of the person or persons to be nominated; (ii) the class and
      number of shares of stock held of record, owned beneficially and represented
      by
      proxy by such stockholder as of the record date for the meeting (if such date
      shall then have been made publicly available) and of the date of such notice;
      (iii) a representation that the stockholder intends to appear in person or
      by
      proxy at the meeting to nominate the person or persons specified in the notice;
      (iv) a description of all arrangements or understandings between such
      stockholder 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
      such stockholder; (v) such other information regarding each nominee proposed
      by
      such stockholder as would be required to be included in a proxy statement filed
      pursuant to the proxy rules of the Commission, had each nominee been nominated,
      or intended to be nominated by the Board of Directors; and (vi) the consent
      of
      each nominee to serve as a director of the corporation if so
      elected.





**4.
      MEETINGS.**





TIME.
      Meetings shall be held at such time as the Board shall fix, except that the
      first meeting of a newly elected Board shall be held as soon after its election
      as the directors may conveniently assemble.





PLACE.
      Meetings shall be held at such place within or without the State of Delaware
      as
      shall be fixed by the Board.





CALL.
      No
      call shall be required for regular meetings for which the time and place have
      been fixed. Special meetings may be called by or at the direction of the
      Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the
      President, or of a majority of the directors in office.





NOTICE
      OR
      ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings
      for which the time and place have been fixed. Written, oral, or any other mode
      of notice of the time and place shall be given for special meetings in
      sufficient time for the convenient assembly of the directors thereat. Notice
      need not be given to any director or to any member of a committee of directors
      who submits a written waiver of notice signed by him before or after the time
      stated therein. Attendance of any such person at a meeting shall constitute
      a
      waiver of notice of such meeting, except when he attends a meeting for the
      express purpose of objecting, at the beginning of the meeting, to the
      transaction of any business because the meeting is not lawfully called or
      convened. Neither the business to be transacted at, nor the purpose of, any
      regular or special meeting of the directors need be specified in any written
      waiver of notice.





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QUORUM
      AND ACTION. A majority of the whole Board shall constitute a quorum except
      when
      a vacancy or vacancies prevents such majority, whereupon a majority of the
      directors in office shall constitute a quorum, provided, that such majority
      shall constitute at least one-third of the whole Board. A majority of the
      directors present, whether or not a quorum is present, may adjourn a meeting
      to
      another time and place. Except as herein otherwise provided, and except as
      otherwise provided by the General Corporation Law, the vote of the majority
      of
      the directors present at a meeting at which a quorum is present shall be the
      act
      of the Board. The quorum and voting provisions herein stated shall not be
      construed as conflicting with any provisions of the General Corporation Law
      and
      these By-laws which govern a meeting of directors held to fill vacancies and
      newly created directorships in the Board or action of disinterested
      directors.





Any
      member or members of the Board of Directors or of any committee designated
      by
      the Board, may participate in a meeting of the Board, or any such committee,
      as
      the case may be, by means of conference telephone or similar communications
      equipment by means of which all persons participating in the meeting can hear
      each other.





CHAIRMAN
      OF THE MEETING. The Chairman of the Board, if any and if present and acting,
      shall preside at all meetings. Otherwise, the Vice-Chairman of the Board, if
      any
      and if present and acting, or the President, if present and


Acting,
      or any other director chosen by the Board, shall preside.





**5.
      REMOVAL OF DIRECTORS** .
      Except
      as may otherwise be provided by the General Corporation Law, any director or
      the
      entire Board of Directors may be removed, with or without cause, by the holders
      of a majority of the shares then entitled to vote at an election of
      directors.





**6.
      COMMITTEES** .
      The
      Board of Directors may, by resolution passed by a majority of the whole Board,
      designate one or more committees, each committee to consist of one or more
      of
      the directors of the corporation. 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 any such committee or committees, the member
      or members thereof present at any meeting and not disqualified from voting,
      whether or not he or they constitute a quorum, may unanimously appoint another
      member of the Board of Directors to act at the meeting in the place of any
      such
      absent or disqualified member. Any such committee, to the extent provided in
      the
      resolution of the Board, shall have and may exercise the powers and authority
      of
      the Board of Directors in the management of the business and affairs of the
      corporation with the exception of any authority the delegation of which is
      prohibited by Section 141 of the General Corporation Law, and may authorize
      the
      seal of the corporation to be affixed to all papers which may require it.





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**7.
      WRITTEN ACTION** .
      Any
      action required or permitted to be taken at any meeting of the Board of
      Directors or any committee thereof may be taken without a meeting if all members
      of the Board or committee, as the case may be, consent thereto in writing,
      and
      the writing or writings are filed with the minutes of proceedings of the Board
      or committee.


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**ARTICLE
      III**





**OFFICERS**





The
      officers of the corporation shall consist of a President and a Secretary, and,
      if deemed necessary, expedient, or desirable by the Board of Directors, a
      Chairman of the Board, a Vice-Chairman of the Board, an Executive
      Vice-President, one or more other Vice-Presidents, one or more Assistant
      Secretaries, a Treasurer, one or more Assistant Treasurers, and such other
      officers with such titles as the resolution of the Board of Directors choosing
      them shall designate. Except as may otherwise be provided in the resolution
      of
      the Board of Directors choosing him, no officer other than the Chairman or
      Vice-Chairman of the Board, if any, need be a director. Any number of offices
      may be held by the same person, as the directors may determine.





Unless
      otherwise provided in the resolution choosing him, each officer shall be chosen
      for a term which shall continue until the meeting of the Board of Directors
      following the next annual meeting of stockholders and until his successor shall
      have been chosen and qualified.





All
      officers of the corporation shall have such authority and perform such duties
      in
      the management and operation of the corporation as shall be prescribed in the
      resolutions of the Board of Directors designating and choosing such officers
      and
      prescribing their authority and duties, and shall have such additional authority
      and duties as are incident to their office except to the extent that such
      resolutions may be inconsistent therewith. The Secretary or an Assistant
      Secretary of the corporation shall record all of the proceedings of all meetings
      and actions in writing of stockholders, directors, and committees of directors,
      and shall exercise such additional authority and perform such additional duties
      as the Board shall assign to him. Any officer may be removed, with or without
      cause, by the Board of Directors. Any vacancy in any office may be filled by
      the
      Board of Directors.





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**ARTICLE
      IV**





**CORPORATE
      SEAL**





The
      corporate seal shall be in such form as the Board of Directors shall
      prescribe.





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**ARTICLE
      V**





**FISCAL
      YEAR**





The
      fiscal year of the corporation shall be fixed, and shall be subject to change,
      by the Board of Directors.





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**ARTICLE
      VI**





**CONTROL
      OVER BY-LAWS**





Subject
      to the provisions of the certificate of incorporation and the provisions of
      the
      General Corporation Law, the power to amend, alter or repeal these By-laws
      and
      to adopt new By-laws may be exercised by the Board of Directors or by the
      stockholders.





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**ARTICLE
      VII**





**INDEMNIFICATION**





**1.
      INDEMNIFICATION OF EMPLOYEES** .
      Employees of the corporation may, if so provided by the Board, be entitled
      to
      indemnification to the same extent as are directors and officers of the
      corporation under Section 2 of this Article VII. The corporation shall not
      be
      required to provide any such indemnification to any employee in any action
      or
      proceeding, or appeal therein, arising out of services rendered by any such
      person to any person, firm or association, or any corporation other than the
      corporation or any partnership, joint venture, trust, employee benefit plan
      or
      other enterprise, whether profit or non-profit (any such entity, other than
      the
      corporation, being hereinafter referred to as an "Enterprise"), unless such
      services were rendered at the request of the Board.





**2.
      INDEMNIFICATION OF OFFICERS AND DIRECTORS** .
      (a) The
      corporation shall indemnify to the fullest extent now or hereafter provided
      for
      or permitted by law each officer and/or director of the corporation involved
      in,
      or made or threatened to be made a party to, any action, suit, claim or
      proceeding, arbitration, alternative dispute resolution mechanism,
      investigation, administrative or legislative hearing or any other actual,
      threatened, pending or completed proceeding, whether civil or criminal, or
      whether formal or informal, and including an action by or in the right of the
      corporation or any Enterprise, and including appeals therein (any such process
      being hereinafter referred to as a "Proceeding") by reason of the fact that
      such
      officer and/or director or such person's testator or intestate (any such person
      being hereinafter referred to as an "Indemnity") (i) is or was a director or
      officer of the corporation, or (ii) while serving as a director or officer
      of
      the corporation, is or was serving, at the request of the corporation, as a
      director, officer, or in any other capacity, of any other Enterprise, against
      any and all judgments, fines, penalties, amounts paid in settlement, and
      expenses, including attorneys' fees, actually and reasonably incurred as a
      result of or in connection with any Proceeding, except as provided in Section
      2(b) of this Article VII.





(b)
      No
      indemnification shall be made to or on behalf of any Indemnities if a judgment
      or other final adjudication adverse to him or her establishes that such
      Indemnities acts were committed in bad faith or were the result of active and
      deliberate dishonesty and were material to the cause of action so adjudicated,
      or that such Indemnitee personally gained in fact a financial profit or other
      advantage to which he or she was not legally entitled. In addition, no
      indemnification shall be made with respect to any Proceeding initiated by any
      Indemnitee against the corporation, or a director or officer of the corporation,
      other than to enforce the terms of this Article VII, unless such Proceeding
      was
      authorized by the Board. Further, no indemnification shall
      be
      made with respect to any settlement or compromise of any Proceeding unless
      and
      until the corporation has consented to such settlement or compromise.





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(c)
      Written notice of any Proceeding for which indemnification may be sought by
      any
      Indemnitee shall be given to the corporation as soon as practicable. The
      corporation shall then be permitted to participate in the defense of any such
      proceeding or, unless conflicts of interest or position exist between such
      Indemnitee and the corporation in the conduct of such defense, to assume such
      defense. In the event that the corporation assumes the defense of any such
      Proceeding, legal counsel selected by the corporation shall be acceptable to
      the
      Indemnitee. After such an assumption, the corporation shall not be liable to
      such Indemnitee for any legal or other expenses subsequently incurred unless
      such expenses have been expressly authorized by the corporation. In the event
      that the corporation participates in the defense of any such Proceeding, the
      Indemnitee may select counsel to represent him or her in regard to such a
      Proceeding; however such Indemnitee shall cooperate in good faith with any
      request that common counsel be utilized by the parties to any Proceeding who
      are
      similarly situated, unless to do so would be inappropriate due to actual or
      potential differing interests between or among such parties.





(d)
      In
      making any determination regarding any Indemnities’ entitlement to
      indemnification hereunder, it shall be presumed that such Indemnitee is entitled
      to indemnification, and the corporation shall have the burden of proving the
      contrary.





**3.
      RIGHTS NOT EXCLUSIVE** .
      The
      rights to indemnification and advancement of expenses granted by or pursuant
      to
      this Article VII: (i) shall not limit or exclude, but shall be in addition
      to,
      any other rights which may be granted by or pursuant to any statute, corporate
      charter, by-law, resolution or shareholders or directors or agreement; (ii)
      shall be deemed to constitute contractual obligations of the corporation to
      any
      director or officer who serves in a capacity referred to in Section 2(a) of
      this
      Article VII at any time while this Article VII is in effect; (iii) shall
      continue to exist after the repeal or modification of this Article VII with
      respect to events occurring prior thereto; and (iv) shall continue as to any
      Indemnitee who has ceased to be a director or officer and shall inure to the
      benefit of the estate, spouse, heirs, executors, administrators or assigns
      of
      such Indemnitee. It is the intent of this Article VII to require the corporation
      to indemnify the persons referred to herein for the aforementioned judgments,
      fines, penalties, amounts paid in settlement, and expenses, including attorney's
      fees, in each and every circumstance in which such indemnification could
      lawfully be permitted by express provisions of By-laws, and the indemnification
      required by this Article VII shall not be limited by the absence of an express
      recital of such circumstances.





**4.
      AUTHORIZATION OF CONTRACTS.** The
      corporation may, with the approval of the Board, enter into an agreement with
      any person who is, or is about to become a director, officer, employee or agent
      of the corporation, or who is serving, or is about to serve, at the request
      of
      the corporation, as director, officer, or in any other capacity, any other
      Enterprise; which agreement may provide for indemnification of such person
      and
      advancement of expenses to such person upon terms, and the extent, not
      prohibited by law. The failure to enter into any such agreement shall not affect
      or limit the rights of any such person under this Article VII.





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