Exhibit 3.1

                                     BY-LAWS
                                       OF
                         STANLEY FURNITURE COMPANY, INC.
                   (a Delaware corporation, the "Corporation")
                        (As amended as of April 25, 2001)

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ARTICLE I

                                     OFFICES

SECTION 1. OFFICES. The Corporation shall maintain its registered office in the
State of Delaware, at 229 South State Street, City of Dover, County of Kent
19901, and its Resident Agent at such address is The Prentice-Hall Corporation
System, Inc. The Corporation may also have offices in such other places in the
United States or elsewhere as the Board of Directors may, from time to time,
appoint or as the business of the Corporation may require.

ARTICLE II
                            MEETINGS OF STOCKHOLDERS

SECTION 1. ANNUAL MEETINGS. Annual meetings of stockholders for the election of
directors and for such other business as properly may be conducted at such
meeting shall be held at such place, either within or without the State of
Delaware, and at such time and date as the Board of Directors shall determine by
resolution and set forth in the notice of the meeting. In the event that the
Board of Directors fails so to determine the time, date and place for the annual
meeting, it shall be held, beginning in 1985, at the principal office of the
Corporation at 10:00 A.M. on the first Tuesday of May of each year. In the event
such day shall fall upon a legal holiday, then the annual meeting shall be held
on the next succeeding business day at the aforementioned time and place.

SECTION 2. SPECIAL MEETINGS. Special meetings of the Stockholders for any
purpose may be called by the Chairman or by resolution of the Board of Directors
and shall be called by the Chairman upon written request of not less than 50% in
interest of the Stockholders entitled to vote thereat. Notice of each special
meeting shall be given according to Section 3 of this Article II.

SECTION 3. NOTICE OF MEETINGS. Written notice of each meeting of the
Stockholders of the Corporation, in which the place, date and time of the
meeting and, in the event of a special meeting, the purposes for which it is
called are set forth, shall be mailed to or delivered to each Stockholder of
record entitled to vote thereat. Such notice shall be given not less than ten
(10) days nor more than sixty (60) days before the date of any such meeting.
Except where prohibited by law, the Corporation's Certificate of Incorporation
or these By-laws, business not set forth in the notice of meeting may also be
transacted at such meeting, provided only that such business properly comes
before the meeting.

SECTION 4. QUORUM. Except as otherwise required by law or the Corporation's
Certificate of Incorporation, the presence, in person or by proxy, at any
meeting of the stockholders of the Corporation, of stockholders holding a
majority of the outstanding stock of the Corporation entitled to vote thereat
shall constitute a quorum thereof.

SECTION 5. VOTING. Each Stockholder entitled to vote in accordance with the
terms of the Certificate of Incorporation and these By-laws shall be entitled to
one (1) vote, in person or by proxy, for each share of stock held by him, on all
matters to come before the stockholders. Upon the demand of any stockholder
entitled to vote at any meeting, the vote upon any question before such meeting
shall be by written ballot. All elections of directors shall be decided by
plurality vote. All other questions shall be decided by a majority vote, unless
otherwise required by these By-laws, the Corporation's Certificate of
Incorporation or law.

SECTION 6. VOTING LISTS. A complete list of the stockholders entitled to vote at
any meeting of stockholders, arranged in alphabetical order, with the address of
each, and the number of shares held by each, 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 (10) days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not 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.

SECTION 7. INSPECTORS. The Chairman presiding at any meeting of stockholders
shall have power, in his discretion, to appoint one or more persons to act as
inspectors to receive, canvass and report the votes cast by the stockholders at
such meeting, but no candidate for the office of director shall be appointed as
inspector at any meeting for the election of directors.

SECTION 8. CHAIRMAN OF MEETINGS. The Chairman of the Board of Directors of the
Corporation shall preside at all meetings of stockholders and of the Board of
Directors, at which he is present. In the event of his absence or disability,
the Vice Chairman, if any be elected, or, in the event of the absence or
disability of the Vice Chairman, the President of the Corporation shall preside
at any such meetings.

SECTION 9. ACTION WITHOUT A MEETING. Unless otherwise provided by the
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of stockholders, or any action which may be taken at any annual
or special meeting, 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 were present and voted. Prompt
notice of corporate action taken without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.

SECTION 10. ADJOURNMENT. At any meeting of stockholders of the Corporation, if
less than a quorum be present, a majority of the stockholders entitled to vote
at the meeting, present in person or by proxy, shall have the power to adjourn
the meeting to another time, place and date without notice other than by
announcement at the meeting so adjourned. Any business may be transacted at any
adjourned meeting that could have been transacted at the meeting originally
noticed, but only those stockholders entitled to vote at the meeting originally
noticed shall be entitled to vote at any adjourned meeting. If the adjournment
is for more than thirty (30) days from the date of the meeting originally
noticed, or if after the adjournment a new record date, as provided for in
Section 5 of Article V of these By-laws is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the adjourned meeting.

SECTION 11. NOMINATIONS. Nominations for the election of directors may be made
by the Board of Directors or by any stockholder to vote in the election of
directors generally. However, any stockholder entitled to vote in the election
of directors generally may nominate one or more persons for election as
directors of a meeting only if written notice if such stockholders intend to
make such nomination or nominations have been given, either by personal delivery
or by United States mail, postage prepaid, to the Secretary of the Corporation
not later than (i) with respect to an election to be held at an annual meeting
of stockholders (other than the 1994 Annual Meeting), 120 days in advance of the
anniversary date of the Corporation's proxy statement (or information statement
in lieu thereof) in connection with the previous year's Annual Meeting of
Stockholders and (ii) with respect to an election to be held at the 1994 annual
meeting or a special meeting of stockholders for the election of directors, the
close of business on the seventh day following the date on which notice of such
meeting is first given to stockholders.

         Each such notice shall set forth: (a) the name and address of the
stockholder who intends to make the nomination and of the person or persons to
be nominated; (b) a representation that the stockholder is a holder of record of
stock 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; (c) a description of all arrangements or understandings between
the 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 the stockholders; (d) 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 Securities and Exchange
Commission, had the nominee been nominated, or intended to be nominated, by the
Board of Directors; and (e) the consent of each nominee to serve as a director
of the Corporation if so elected. The Chairman of the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure.
ARTICLE III
                               BOARD OF DIRECTORS

SECTION 1. POWERS. The property, business and affairs of the Corporation shall
be managed and controlled by its Board of Directors. The Board shall exercise
all of the powers of the Corporation except as are by law, the Corporation's
Certificate of Incorporation or these By-laws conferred upon or reserved to the
stockholders.

SECTION 2. NUMBER AND TERM. The number of directors shall be at least one (1).
The number of directors shall be fixed from time to time by the Board. The
number of directors so fixed by the Board of Directors shall, for purposes of
these By-laws, be deemed the number of directors constituting the entire Board
of Directors. The Board of Directors shall be elected by the stockholders in the
manner and for such terms as specified in the Company's Certificate of
Incorporation. Directors need not be stockholders.

SECTION 3. RESIGNATIONS. Any director or member of a committee of the Board may
resign at any time. Such resignation shall be made in writing, and shall take
effect at the time specified therein, and if no time is specified, at the time
of its receipt by the Chairman or Secretary. The acceptance of a resignation
shall not be necessary to make it effective.

SECTION 4. REMOVAL. Any director or the entire Board of Directors may be removed
for cause at any time by the affirmative vote of the holders of a majority of
all the shares of stock outstanding and entitled to vote for the election of
directors at any annual or special meeting of the stockholders called for that
purpose. Vacancies thus created may be filled by a majority vote of the
directors then in office, although less than a quorum, or by a sole remaining
director.

SECTION 5. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Vacancies in the office of
any director or member of a committee of the Board of Directors and newly
created directorships may be filled by a majority vote of the remaining
directors in office, although less than a quorum or by a remaining sole
director. Any director so chosen shall hold office for the unexpired term of his
predecessor and until his successor shall be elected and qualified or until his
earlier death, resignation or removal. However, the directors may not fill the
vacancy created by removal of a director by electing the director so removed.

SECTION 6. MEETINGS. The newly elected directors shall hold their first meeting
to organize the Corporation, elect officers and transact any other proper
business. An annual organizational meeting of the Board of Directors shall be
held immediately after each annual meeting of the stockholders, or at such time
and place as may be noticed for such meeting.

                  Regular meetings of the directors may be held without notice
at such places and times as shall be determined from time to time by resolution
of the directors.
                  Special meetings of the board may be called by the Chairman
and shall be called by the Secretary on the written request of any two (2)
directors with at least one (1) day's notice of each director. A special meeting
shall be held at such place or places as may be determined by the directors or
as shall be stated in the notice of the meeting. SECTION 7. QUORUM, VOTING AND
ADJOURNMENT. The presence of at least a majority of the total number of
directors or of any committee of the Board shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors or committee of
the Board, as the case may be. At any meeting of the Board or any committee of
the Board, if less than a quorum be present, a majority of the directors or
committee members present may adjourn the meeting from time to time until a
quorum is present. No notice of such adjourned meeting need be given other than
the announcement at the meeting so adjourned. The vote of a majority of the
directors or committee members present at the meeting at which a quorum is
present shall be the act of the Board or any committee of the Board as the case
may be.

SECTION 8. COMMITTEES. The Board of Directors may, by resolution or resolutions
passed by a majority of the entire Board, designate one or more committees,
including but not limited to an Executive Committee and an Audit Committee, each
such 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, to replace any absent or disqualified member at any meeting of the
committee. Any such committee, to the extent specified by the resolution of the
Board, may have and exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation and may authorize the
seal of the Corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to amending the
Certificate of Incorporation of the Corporation, adopting an agreement of merger
or consolidation, recommending to the stockholders the sale, lease or exchange
of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending these By-laws; and, unless the enabling
resolution of the Board expressly so provides, not such committee shall have the
power or authority to declare a dividend or to authorize the issuance of stock
of the Corporation. All committees of the Board shall report their proceedings
to the Board when required.

SECTION 9. ACTION WITHOUT A MEETING. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee of the Board
may be taken without notice and without a meeting if all members of the Board or
committee, as the case may be, consent to the action is writing.

                  Members of the Board of Directors or of any committee of the
Board, may participate in a meeting of the Board or committee by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this section shall constitute presence in person at such
meeting. SECTION 10. COMPENSATION. The Board of Directors may from time to time,
in its discretion, fix the amounts which shall be payable to directors and to
members of any committee of the Board for attendance at the meetings of the
Board of Directors or of such committee and for services rendered to the
Corporation. Any director may serve the Corporation in any other capacity as an
officer, agent or otherwise, and receive compensation therefor.

SECTION 11. CORPORATE BOOKS. The books of the Corporation, except such as are
required by law to be kept within the state, may be maintained outside the State
of Delaware, at such places as the Board of Directors may from time to time
determine.

ARTICLE IV
                                    OFFICERS

SECTION 1. The officers of the Corporation shall be a Chairman of the Board,
President, one or more Vice Presidents, a Treasurer and a Secretary, all of whom
shall be elected by the Board of Directors and who shall hold office for a term
of one (1) year and until their successors are elected and qualified or until
their earlier death, resignation or removal. In addition, the Board of Directors
may elect a Vice Chairman of the Board and additional Vice Presidents, including
an Executive Vice President, one or more Assistant Treasurers and one or more
Assistant Secretaries, who shall hold their office for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors. The initial officers shall be elected at the
first meeting of the Board of Directors and, thereafter, at the annual
organizational meeting of the Board held after each annual meeting of the
stockholders. Any number of offices may be held by the same person.

SECTION 2. OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such
other officers and agents as it deems advisable, who shall hold their office for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.

SECTION 3. CHAIRMAN. The Chairman of the Board of Directors shall be the Chief
Executive Officer and a director of the Corporation. The Chairman shall preside
at all meetings of the Board of Directors and of the stockholders and shall have
such powers and perform such other duties as from time to time may be assigned
to him by the Board of Directors.

SECTION 4. VICE-CHAIRMAN. The Vice Chairman of the Board of Directors, if any be
elected, shall generally aid and assist the Chairman of the Board and shall have
such powers and shall perform such duties of the Chairman of the Board, in the
absence or disability of such officer. In addition, the Vice Chairman of the
Board shall have such powers and perform such other duties as from time to time
may be assigned to him by the Board of Directors.
SECTION 5. PRESIDENT. The President shall be the Chief Operating Officer of the
Corporation and shall, in connection with the performance of his duties, report
directly to the Chairman of the Board. He shall perform such other duties as may
be prescribed from time to time by the Chairman, the Board or these By-laws.
                  In the absence, disability or failure of the Chairman of the
Board or Vice-Chairman of the Board, if any be elected, to act, or a vacancy in
such offices, the President shall preside at all meetings of the stockholders
and of the Board of Directors. Except as the Board of Directors shall authorize
the execution thereof in some other manner, the President shall execute bonds,
mortgages and other contracts on behalf of the Corporation, and shall cause the
seal to be affixed to any instrument requiring it and, when so affixed, the seal
shall be attested by the signature of the Secretary or the Treasurer or an
Assistant Secretary or an Assistant Treasurer.
SECTION 6. VICE PRESIDENTS. Each Vice President (of whom one or more may be
designated an Executive Vice President) shall generally aid and assist the
President in such manner as the President shall direct. Each Vice President
shall have such powers and shall perform such duties as shall be assigned to him
by the President or the Board of Directors.

SECTION 7. TREASURER. The Treasurer shall have the custody of the corporate
funds, securities, evidences of indebtedness and other valuables of the
Corporation and shall keep full and accurate account of receipts and
disbursements in books belonging to the Corporation. He shall deposit all moneys
and other valuables in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors.

                   The Treasurer shall disburse the funds of the Corporation as
may be ordered by the Board of Directors or the President. He shall render to
the President and Board of Directors, upon their request, a report of the
financial conditions of the Corporation. If required by the Board of Directors,
he shall give the Corporation a bond for the faithful discharge of his duties in
such amount and with such surety as the board shall prescribe.
SECTION 8. SECRETARY. The Secretary will cause minutes of all meetings of the
stockholders and directors to be recorded and kept; cause all notices required
by these By-laws or otherwise to be given properly and see that the minute
books, stock books, and other non-financial books of the Corporation are kept
properly. In addition, the Secretary shall have such powers and shall perform
such duties as shall be assigned to him by the Board of Directors.

SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. Each Assistant
Treasurer and each Assistant Secretary, if any be elected, shall be vested with
all the powers and shall perform all the duties of the Treasurer and Secretary,
respectively, in the absence or disability of such officer, unless or until the
Board of Directors shall otherwise determine. In addition, Assistant Treasurers
and Assistant Secretaries shall have such powers and shall perform such duties
as shall be assigned to them by the Board of Directors.

SECTION 10. CORPORATE FUNDS AND CHECKS. The funds of the Corporation shall be
kept in such depositories as shall from time to time be prescribed by the Board
of Directors. All checks or other orders for the payment of money shall be
signed by such officers, employees or agents as may from time to time be
authorized by the Board of Directors, with such countersignature, if any, as may
be required by the Board of Directors.

SECTION 11. CONTRACTS AND OTHER DOCUMENTS. The Chairman of the Board, the
President, any Vice President or the Treasurer, or such other officer or
officers as may from time to time be authorized by the Board of Directors, shall
have the power to sign and execute on behalf of the Corporation deeds,
conveyances and contracts, and any and all other documents requiring execution
by the Corporation.

SECTION 12. OWNERSHIP OF STOCK OF ANOTHER CORPORATION. The Chairman of the
Board, the President, any Vice President, the Treasurer, the Secretary, or such
other officer or person as shall be authorized by the Board of Directors, shall
have power and authority on behalf of the Corporation to attend and to vote at
any meeting of the stockholders of any corporation in which this Corporation may
hold stock; may exercise on behalf of this Corporation any and all of the rights
and powers incident to the ownership of such stock at any such meeting; and
shall have power and authority to execute and deliver proxies and consents on
behalf of this Corporation in connection with the exercise by this Corporation
of the rights and powers incident to the ownership of such stock.

SECTION 13. DELEGATION OF DUTIES. The Board of Directors may delegate to another
officer or director, the powers or duties of any officer, in case of such
officer's absence, disability or refusal to exercise such powers or perform such
duties.

SECTION 14. RESIGNATION AND REMOVAL. Any officer of the Corporation may be
removed from office for or without cause at any time by the Board of Directors.
Any officer may resign at any time in the same manner prescribed for the
resignation of directors of the Corporation and as set forth in Section 3 of
Article III of these By-laws.

SECTION 15.       VACANCIES.  In case any office shall become vacant, the Board
of Directors shall have power to fill such vacancy.

ARTICLE V
                                      stock

SECTION 1. CERTIFICATES OF STOCK. Certificates for stock of the Corporation
shall be numbered and shall be in such form as the Board of Directors may, from
time to time, prescribe; shall be signed by the Chairman of the Board, the
President or a Vice President, and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary (or shall bear the facsimile
signatures of such officers); and shall be issued to each stockholder to
evidence the number and class of shares of stock in the Corporation owned by
him. The Board of Directors shall have power to appoint one or more transfer
agents and/or registrars for the transfer and/or registration of certificates of
stock of any class, and may require that stock certificates shall be
countersigned and/or registered by one or more of such transfer agents and/or
registrars.

SECTION 2. TRANSFER OF SHARES. The shares of stock of the Corporation shall be
transferable only upon its books by the holders thereof in person or by their
duly authorized attorneys or legal representatives, and upon such transfer the
old certificates shall be surrendered to the Corporation by the delivery thereof
to the person in charge of the stock and transfer books and ledgers, or to such
person as the Board of Directors may designate, by whom they shall be cancelled,
and new certificates shall be thereupon be issued. A record shall be made of
each transfer and whenever a transfer shall be made for collateral security, and
not absolutely, it shall be so expressed in the entry of the transfer. The Board
of Directors shall have power and authority to make all such rules and
regulations as it may deem necessary or proper concerning the issue, transfer
and registration of all or any certificates for shares of stock of the
Corporation.

SECTION 3. LOST CERTIFICATES. A new certificate of stock may be issued in the
place of any certificate previously issued by the Corporation, alleged to have
been lost, stolen, destroyed or mutilated, and the Board of Directors may, in
its discretion, require the owner of the lost, stolen, destroyed or mutilated
certificate, or his legal representatives, to give the Corporation a bond, in
such sum as it may direct, not exceeding double the value of the stock, to
indemnify the Corporation against any claim that may be made against it on
account of the alleged loss or mutilation of any such certificate, or the
issuance of any such new certificate.

SECTION 4. STOCKHOLDERS OF RECORD. The Corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder thereof, in
fact, and shall not be bound to recognize any equitable or other claim to or
interest in such shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise expressly provided by
law.

SECTION 5. STOCKHOLDERS RECORD DATE. In order that the Corporation may determine
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 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 Board of Directors may fix a record date, which shall
not be more than sixty (60) nor less than ten (10) days before the date of the
holding of such meeting or the date of the taking of any of the aforementioned
actions, nor more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

SECTION 6. DIVIDENDS. Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may at any regular or special meeting, out
of funds legally available therefor, declare dividends upon the stock of the
Corporation as and when it deems appropriate. Before declaring any dividend
there may be set apart, out of any funds of the Corporation available for
dividends, such sum or sums as the Board of Directors from time to time in its
discretion deems proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
Board shall deem conducive to the interests of the Corporation.

ARTICLE VI
                           notice and waiver of notice

SECTION 1. NOTICE. Whenever any written notice is required to be given by law,
the Certificate of Incorporation of the Corporation or these By-laws, such
notice, if mailed, shall be deemed to be sufficiently given if it is written or
printed and deposited in the United States mail, postage prepaid, addressed to
the person entitled to such notice at his address as it appears on the books and
records of the Corporation. Such notice may also be sent by telegram. The
mailing of such notice or posting of such telegram, as the case may be, shall
constitute due notice, which shall be deemed to have been given on the day of
such mailing or posting.

SECTION 2. WAIVER OF NOTICE. Whenever any notice is required to be given by law,
the Certificate of Incorporation of the Corporation or these By-laws, a written
waiver of notice signed by the person entitled to notice, whether before or
after the time stated in the notice, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, unless prior to the end of the meeting the person objects to the
transaction of any business because the meeting is not lawfully noticed or
convened. Neither the business to be transacted at, nor the purpose of, any
meeting of the stockholders, directors, or members of a committee of the Board
need be specified in any written waiver of notice.

ARTICLE VII
                              AMENDMENT OF BY-LAWS

SECTION 1. AMENDMENTS. These By-laws may be amended or repealed or new By-laws
may be adopted by the affirmative vote of a majority of the Board of Directors
at any regular or special meting of the Board. If any By-law regulating an
impending election of directors is adopted, amended or repealed by the Board,
there shall be set forth in the notice of the next meeting of stockholders for
the election of directors the By-law(s) so adopted, amended, or repealed,
together with a precise statement of the changes made. By-laws adopted by the
Board of Directors may be amended or repealed by stockholders.

ARTICLE VIII
                                  miscellaneous

SECTION 1.        SEAL.  The seal of the Corporation shall be circular in form
and shall have the name of the Corporation "Stanley Furniture Company, Inc." on
the circumference and the words and numerals "Delaware 1984" in the center.

SECTION 2.        FISCAL YEAR.  The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

SECTION 3. INDEMNIFICATION. The Corporation shall, to the fullest extent
permitted by the laws of the State of Delaware (both currently in effect as
hereafter enacted), including, without limitation, Section 145 of the Delaware
General Corporation Law, indemnify those persons permitted to be so indemnified
under such laws.

SECTION 4.        BUSINESS COMBINATIONS.  The provisions of Section 203 of the
General Corporation Law of the State of Delaware shall apply to the Corporation.