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EXHIBIT 4.9


                                    RESTATED
                                     BYLAWS
                                       OF
                         AMERICAN TECHNOLOGY CORPORATION
                            (A DELAWARE CORPORATION)
                    (AS AMENDED AND RESTATED APRIL 13, 2004)

                                   ARTICLE I
                                     GENERAL

         1.01. APPLICABILITY. These Bylaws provide rules for conducting the
business of this corporation (the "COMPANY"). Every shareholder and person who
subsequently becomes a shareholder, the Board of Directors, Committees and
Officers of the Company shall comply with these Bylaws, as amended from time to
time. All Bylaws and resolutions heretofore adopted by the Board of Directors
are hereby repealed, to the extent in conflict with the provisions of these
Bylaws.

         1.02. OFFICES. The principal office of Company shall be selected by the
Board of Directors from time to time and may be within or without the State of
Delaware. The Company may have such other offices, within or without the State
of Delaware, as the Board of Directors may, from time to time, determine. The
registered office of the Company required by the General Corporation Law of
Delaware to be maintained in Delaware may be, but need not be, identical with
the principal office if in Delaware, and the address of the registered office
may be changed from time to time by the Board of Directors.

         1.03. DEFINITION OF TERMS. Terms defined in the Company's Certificate
of Incorporation, as amended and restated from time to time in effect (the
"CHARTER"), shall have the same meanings when used in these Bylaws.

                                   ARTICLE II
                         STOCK AND THE TRANSFER THEREOF

         2.01. STOCK CERTIFICATES. The shares of the Company's capital stock
shall be represented by consecutively numbered certificates signed by the
President or a Vice President and the Secretary or Assistant Secretary of the
Company, and sealed with the seal of the Company, or a facsimile thereof. If
certificates are signed by a transfer agent and registrar other than the Company
or an employee thereof, the signatures of the officers of the Company may be
facsimile. In case any officer who has signed (by real or facsimile signature) a
certificate shall have ceased to hold such office before the certificate is
issued it may be issued by the Company with the same effect as if he continued
to hold such office on the date of issue. Each certificate representing shares
shall state upon the face thereof: (i) that the Company is organized under the
laws of the State of Delaware; (ii) the name of the person to whom issued; (iii)
the number, class and series (if any) of shares which such certificate
represents; and (iv) the par value, if any, of the shares represented by such
certificate, or a statement that the shares have no par value.

         If any class or series of shares is subject to special powers,
designations, preferences or relative, participating or other special rights,
then such (together with all qualifications, limitations or restrictions of such
preferences or rights) shall be set forth in full or summarized on the
certificate representing such class or series. Moreover, each certificate shall
state that the Company will furnish, without charge, to the registered holder of
the shares represented by such certificate who so requests a statement setting
forth such information in full.

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         Each certificate also shall set forth restrictions upon transfer, if
any, or a reference thereto, as shall be adopted by the Board of Directors or by
the shareholders, or as may be contained in this Article II. Any shares issued
without registration under the Securities Act of 1933, as amended, shall bear a
legend restricting transfer unless such shares are registered under such act or
an exemption from registration is available for a proposed transfer.

         2.02. CONSIDERATION FOR SHARES. Shares shall be issued for such
consideration or considerations as shall be fixed from time to time by the Board
of Directors. Treasury shares may be disposed of by the Company for such
consideration as may be fixed from time to time by the Board of Directors. No
shares shall be issued for less than the par value thereof. The consideration
for the issuance of shares may be paid, in whole or in part, in money, in other
property, tangible or intangible, or in labor or services actually received by
or performed for the Company or for its benefit or in its formation or
reorganization, or as otherwise permitted in the Charter.

         2.03. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Company alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, and the Board of Directors when authorizing
such issue of a new certificate or certificates may in its discretion, and as a
condition precedent to the issuance thereof, require the owner of such lost or
destroyed certificate or certificates or his legal representative to advertise
the same in such manner as it shall require, and/or furnish to the Company a
bond in such sum as it may direct, as indemnity against any claim that may be
made against the Company. Except as hereinabove in this section provided, no new
certificate or certificates evidencing shares of stock shall be issued unless
and until the old certificate or certificates, in lieu of which the new
certificate or certificates are issued, shall be surrendered for cancellation.

         2.04. REGISTERED HOLDER AS OWNER. The Company shall be entitled to
treat the registered holder of any shares of the Company as the owner of such
shares, and shall not be bound to recognize any equitable or other claim to, or
interest in, such shares or rights deriving from such shares, unless and until
such purchaser, assignee, transferee or other person becomes the registered
holder of such shares, whether or not the Company shall have either actual or
constructive notice of the interests of such purchaser, assignee, or transferee
or other person. The purchaser, assignee, or transferee of any of the shares of
the Company shall not be entitled to receive notice of the meetings of the
shareholders; to vote at such meetings; to examine a list of the shareholders;
to be paid dividends or other sums payable to shareholders; or to own, enjoy and
exercise any other property or rights deriving from such shares against the
Company, until such purchaser, assignee, or transferee has become the registered
holder of such shares.


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         2.05. REVERSIONS. Cash, property or share dividends, shares issuable to
shareholders in connection with a reclassification of stock, and the redemption
price of redeemed shares, which are not claimed by the shareholders entitled
thereto within TWO years after the dividend or redemption price became payable
or the shares became issuable, despite reasonable efforts by the Company to pay
the dividend or redemption price or deliver the certificate(s) for the shares to
such shareholders within such time shall, at the expiration of such time, revert
in full ownership to the Company, and the Company's obligation to pay any such
dividend or redemption price or issue such shares, as the case may be, shall
thereupon cease; provided, that the Board of Directors may at any time and for
any reason satisfactory to it, but need not, authorize (i) payment of the amount
of cash or property dividend or (ii) issuance of any shares, ownership of which
has reverted to the Company pursuant to this Section of Article II, to the
person or entity who or which would be entitled thereto had such reversion not
occurred.

         2.06. RETURNED CERTIFICATES. All certificates for shares changed or
returned to the Company for transfer shall be marked by the Secretary
"CANCELLED," with the date of cancellation, and the transaction shall be
immediately recorded in the certificate book opposite the memorandum of their
issue. The returned certificate may be inserted in the certificate book.

         2.07. TRANSFER OF SHARES. Upon surrender to the Company or to a
transfer agent of the Company of a certificate of stock endorsed or accompanied
by proper evidence of succession, assignment or authority to transfer, and such
documentary stamps as may be required by law, it shall be the duty of the
Company to issue a new certificate, upon payment by the transferree of such
nominal charge therefor as the Company or its transfer agent may impose. Each
such transfer of stock shall be entered on the stock book of the Company.
Respecting any securities issued in reliance upon Rule 903 of Regulation S of
the Securities and Exchange Commission at any time when the Company is not a
"reporting issuer" as defined in Regulation S, no transfer of such securities
shall be registered unless made in accordance with the provisions of Regulation
S, except where foreign law prevents the Company from refusing to register the
securities.

         At any time when the Company has appointed a transfer agent for its
shares, this paragraph shall apply. A transfer of shares evidenced by a
certificate bearing a standard form of legend which restricts transfer of the
shares (except in the event of registration or the availability of an exemption
under the Securities Act of 1933) shall not require the Company's consent if the
shares to be sold are proposed to be sold in compliance with either Rule 144,
Rule 701 or Rule 904 of Regulation S of the Securities and Exchange Commission
and the transfer is accompanied by an opinion of counsel (which need not be the
Company's counsel) which states that the proposed transfer will comply with the
applicable rule or regulation being relied upon for transfer. In view of
potential liability to the Company and its officers and directors for
interfering without firm and clear legal grounds in the making of, or delaying,
any sale of the Company's shares pursuant to Rules 144, 701 or 904, it is
declared to be the Company's policy not to interfere with, object to or hinder,
in any way, any transfer proposed to be made pursuant to either of Rules 144,
701 or 904, if accompanied by an opinion of counsel which states that the
proposed sale will, in the manner proposed to be made, comply with the
applicable rule or regulation being relied upon for sale. The Company shall be
deemed automatically to have consented to any transfer which complies with the
immediately preceding sentence.


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         2.08. TRANSFER AGENT. The Board of Directors shall have power to
appoint one or more transfer agents and registrars for the transfer and
registration of certificates of stock of any class, and may require that stock
certificates shall be counter signed and registered by one or more of such
transfer Agents and registrars. Any powers or duties with respect to the
transfer and registration of certificates may be delegated to the transfer agent
and registrar.

                                  ARTICLE III
                          MEETINGS OF THE SHAREHOLDERS

         3.01. ANNUAL MEETING.

             (a) The annual meeting of the shareholders of the Company, for the
purpose of election of Directors and for such other business as may lawfully
come before it, shall be held on such date and at such time as may be designated
from time to time by the Board of Directors.

             (b) At an annual meeting of the shareholders, only such business
shall be conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be: (A) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (B) otherwise properly brought before the meeting by
or at the direction of the Board of Directors, or (C) otherwise properly brought
before the meeting by a shareholder. For business to be properly brought before
an annual meeting by a shareholder, the shareholder must have given timely
notice thereof in writing to the Secretary of the Company. To be timely, a
shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the Company not later than the close of business
on the sixtieth (60th) day nor earlier than the close of business on the
ninetieth (90th) day prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that no annual meeting was
held in the previous year or the date of the annual meeting has been changed by
more than thirty (30) days from the date contemplated at the time of the
previous year's proxy statement, notice by the shareholder to be timely must be
so received not earlier than the close of business on the ninetieth (90th) day
prior to such annual meeting and not later than the close of business on the
later of the sixtieth (60th) day prior to such annual meeting or, in the event
public announcement of the date of such annual meeting is first made by the
Company fewer than seventy (70) days prior to the date of such annual meeting,
the close of business on the tenth (10th) day following the day on which public
announcement of the date of such meeting is first made by the Company. A
shareholder's notice to the Secretary shall set forth as to each matter the
shareholder proposes to bring before the annual meeting: (i) 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, (ii) the name and address,
as they appear on the Company's books, of the shareholder proposing such
business, (iii) the class and number of shares of the Company which are
beneficially owned by the shareholder, (iv) any material interest of the
shareholder in such business and (v) any other information that is required to
be provided by the shareholder pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), in his capacity as a
proponent to a shareholder proposal. Notwithstanding the foregoing, in order to
include information with respect to a shareholder proposal in the proxy
statement and form of proxy for a shareholders' meeting, shareholders must
provide notice as required by the regulations promulgated under the 1934 Act.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
conducted at any annual meeting except in accordance with the procedures set
forth in this paragraph (b). The chairman of the annual meeting shall, if the
facts warrant, determine and declare at the meeting that business was not
properly brought before the meeting and in accordance with the provisions of
this paragraph (b), and, if he should so determine, he shall so declare at the
meeting that any such business not properly brought before the meeting shall not
be transacted.


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             (c) Only persons who are nominated in accordance with the
procedures set forth in this paragraph (c) shall be eligible for election as
Directors. Nominations of persons for election to the Board of Directors of the
Company may be made at a meeting of shareholders by or at the direction of the
Board of Directors or by any shareholder of the Company entitled to vote in the
election of Directors at the meeting who complies with the notice procedures set
forth in this paragraph (c). Such nominations, other than those made by or at
the direction of the Board of Directors or a duly authorized committee thereof,
shall be made pursuant to timely notice in writing to the Secretary of the
Company in accordance with the provisions of paragraph (b) of this Section 3.01.
Such shareholder's notice shall set forth (i) as to each person, if any, whom
the shareholder proposes to nominate for election or re-election as a Director:
(A) the name, age, business address and residence address of such person, (B)
the principal occupation or employment of such person, (C) the class and number
of shares of the Company that are beneficially owned by such person, (D) 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 nominations are to be made by the shareholder, and (E) any
other information relating to such person that is required to be disclosed in
solicitations of proxies for elections of Directors, or is otherwise required,
in each case pursuant to Regulation 14A under the 1934 Act (including without
limitation such person's written consent to being named in the proxy statement,
if any, as a nominee and to serving as a Director if elected); and (ii) as to
such shareholder giving notice, the information required to be provided pursuant
to paragraph (b) of this Section 3.01. At the request of the Board of Directors,
any person nominated by a shareholder for election as a Director shall furnish
to the Secretary of the Company that information required to be set forth in the
shareholder's notice of nomination which pertains to the nominee. No person
shall be eligible for election as a Director of the Company unless nominated in
accordance with the procedures set forth in this paragraph (c). The chairman of
the annual meeting shall, if the facts warrant, determine and declare at the
meeting that a nomination was not made in accordance with the procedures
prescribed by these Bylaws, and if he should so determine, he shall so declare
at the meeting, and the defective nomination shall be disregarded.

             (d) For purposes of this Section 301, "public announcement" shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Company with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the 1934 Act.

         3.02. SPECIAL MEETINGS.

             (a) Special meetings of the shareholders of the Company may be
called, for any purpose or purposes, by (i) the Chairman of the Board of
Directors, (ii) the Chief Executive Officer, (iii) the Board of Directors
pursuant to a resolution adopted by a majority of the total number of authorized
Directors (whether or not there exist any vacancies in previously authorized
directorships at the time any such resolution is presented to the Board of
Directors for adoption) or (iv) by the holders of shares entitled to cast not
less than 10 percent (10%) of the votes at the meeting, and shall be held at
such place, on such date, and at such time as the Board of Directors shall fix.


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             (b) If a special meeting is properly called by any person or
persons other than the Board of Directors, the request shall be in writing,
specifying the general nature of the business proposed to be transacted, and
shall be delivered personally or sent by registered mail or by telegraphic or
other facsimile transmission to the Chairman of the Board of Directors, the
Chief Executive Officer, or the Secretary of the Company. No business may be
transacted at such special meeting otherwise than specified in such notice. The
Board of Directors shall determine the time and place of such special meeting,
which shall be held not less than thirty-five (35) nor more than one hundred
twenty (120) days after the date of the receipt of the request. Upon
determination of the time and place of the meeting, the officer receiving the
request shall cause notice to be given to the shareholders entitled to vote, in
accordance with the provisions of Section 3.03 of these Bylaws. If the notice is
not given within sixty (60) days after the receipt of the request, the person or
persons properly requesting the meeting may set the time and place of the
meeting and give the notice. Nothing contained in this paragraph (b) shall be
construed as limiting, fixing, or affecting the time when a meeting of
shareholders called by action of the Board of Directors may be held.

         3.03. NOTICE OF MEETINGS. Except as otherwise provided by law, the
Charter or these Bylaws, written notice of any annual or special meeting of the
shareholders shall state the place, date, and time thereof and, in the case of a
special meeting, the purpose or purposes for which the meeting is called, shall
be given to each shareholder of record entitled to vote at such meeting not
fewer than 10 nor more than 60 days prior to the meeting by any means permitted
in Section 9.01 hereof. No business other than that specified in the notice of a
special meeting shall be transacted at any such special meeting.

         3.04. RECORD DATE. In order that the Company may determine shareholders
of record who are entitled (i) to notice of or to vote at any shareholders
meeting or adjournment thereof, (ii) to express written consent to corporate
action in lieu of a meeting, (iii) to receive payment of any dividend or other
distribution, or (iv) to allotment of any rights or to exercise any rights in
respect of any change, conversion or exchange of stock, or in order that the
Company may make a determination of shareholders of record for any other lawful
purpose, the Board of Directors may fix in advance a date as the record date for
any such determination. Such date shall not be more than 60 days, and in case of
a meeting of shareholders, not less than 10 days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken,
and in no event may the record date precede the date upon which the Directors
adopt a resolution fixing the record date.

         If no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is given (as defined in Section 9.01 hereof) or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of the
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this Section such
determination shall apply to any adjournment thereof, unless the Board of
Directors fixes a new record date for the adjournment. The record date for
determining shareholders entitled to consent to corporate actions without a
meeting shall be fixed as provided in Section 3.12 hereof.


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         3.05. VOTING LIST. At least 10 days but not more than 60 days before
any meeting of shareholders, the officer or transfer agent in charge of the
Company's stock transfer books shall prepare a complete alphabetical list of the
shareholders entitled to vote at such meeting, which list shows the address of
each shareholder and the number of shares registered in his or her name. The
list so prepared shall be maintained at the corporate offices of the Company and
shall be open to inspection by any shareholder, for any purpose germane to the
meeting, at any time during usual business hours during a period of no fewer
than 10 days prior to the meeting. The list shall also be produced and kept open
at any shareholders meeting and, except as otherwise provided by law, may be
inspected by any shareholder or proxy of a shareholder who is present in person
at the meeting. The original stock transfer books shall be PRIMA FACIE evidence
as to who are the shareholders entitled to examine the list of shareholders and
to vote at any meeting of shareholders.

         3.06. QUORUM; ADJOURNMENTS.

             (a) The holders of a majority of the total voting power at any
shareholders meeting present in person or by proxy shall be necessary to and
shall constitute a quorum for the transaction of business at all shareholders
meetings, except as otherwise provided by law or by the Charter.

             (b) If a quorum is not present in person or by proxy at any
shareholders meeting, a majority of the voting shares present or represented
shall have the power to adjourn the meeting from time to time to the same or
another place within 30 days thereof and no further notice of such adjourned
meeting need be given if the time and place thereof are announced at the meeting
at which the adjournment is taken.

             (c) Even if a quorum is present in person or by proxy at any
shareholders meeting, a majority of the voting shares present or represented
shall have the power to adjourn the meeting from time to time, for good cause,
without notice of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken, until a new date
which is not more than 30 days after the date of the original meeting.

             (d) Any business which might have been transacted at a shareholders
meeting as originally called may be transacted at any meeting held after
adjournment as provided in this Section 3.06 at which reconvened meeting a
quorum is present in person or by proxy. Anything in paragraph (b) of this
Section to the contrary notwithstanding, if an adjournment is for more than 30
days, or if after an adjournment a new record date is fixed for the adjourned
meeting, notice of the adjourned meeting shall be given to each shareholder of
record entitled to vote thereat.

             (e) The shareholders present at a duly called meeting may continue
to transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.


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         3.07. 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. Any proxyholder shall be authorized to sign, on the
shareholder's behalf, any written consent for shareholder action taken in lieu
of a meeting. Such proxy shall be filed with the Secretary of the Company before
or at the time of the meeting. No proxy shall be valid after three (3) years
from the date of its execution, unless otherwise provided in the proxy.

         3.08. VOTING OF SHARES. At any shareholders meeting every shareholder
having the right to vote shall be entitled to vote in person or by proxy. Except
as otherwise provided by law, by the Articles or in the Board resolution
authorizing the issuance of shares, each shareholder of record shall be entitled
to one vote (on each matter submitted to a vote) for each share of capital stock
registered in his, her or its name on the Company's books. Except as otherwise
provided by law or by the Articles, all matters submitted to the shareholders
for approval shall be determined by a majority of the votes cast (not counting
abstentions) at a legal meeting commenced with a quorum.

         3.09. VOTING OF SHARES BY CERTAIN HOLDERS. Neither treasury shares, nor
shares of its own stock held by the Company in a fiduciary capacity, nor shares
held by another corporation if the majority of the shares entitled to vote for
the election of directors of such other corporation is held by the Company,
shall be voted at any meeting or counted in determining the total number of
outstanding shares at any given time.

         Shares standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent, or proxy as the bylaws of such
corporation may prescribe, or, in the absence of such provision, as the board of
directors of such corporation may determine.

         Shares held by an administrator, executor, personal representative,
guardian, or conservator may be voted by him, either in person or by proxy,
without a transfer of such shares into his name. Shares standing in the name of
a trustee may be voted by him, either in person or by proxy, but no trustee
shall be entitled to vote shares hold by him without a transfer of such shares
into his name.

         Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority to do so
be contained in an appropriate order of the court by which such receiver was
appointed.

         A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

         3.10. CHAIRMAN. The Chairman of the Board of Directors of the Company,
if there is one, or is his absence, the President, shall act as chairman at all
meetings of shareholders.

         3.11. MANNER OF SHAREHOLDER VOTING. Voting at any shareholders meeting
shall be oral or by show of hands; PROVIDED HOWEVER, that voting shall be by
written ballot if such demand is made by any shareholder present in person or by
proxy and entitled to vote.

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         3.12. ACTION BY SHAREHOLDERS WITHOUT A MEETING RECORD DATE. Any action
required or permitted to be taken at a meeting of the shareholders 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 a majority of the
total voting power; PROVIDED, that where an action requires a greater proportion
of the total voting power, then the consent shall be signed by such greater
proportion. No written consent will be effective unless written consents, signed
by a sufficient proportion of shareholders to take action, are delivered to the
Company within sixty (60) days of the date of the earliest such consent. Such
consent shall have the same force and effect as a vote of the shareholders, and
may be stated as such in any document filed with the Secretary of State of
Delaware under the General Corporation Law of Delaware. Prompt notice of such
action by written consent of less than all shareholders entitled to vote shall
be given to all shareholders who have not consented in writing to the action
taken.

         The record date for determining shareholders entitled to consent to
corporate actions in writing without a meeting (the "CONSENT RECORD DATE") shall
not precede, and shall not be more than ten (10) days after, the date upon which
the resolution fixing the record date was adopted. However, if no consent record
date is fixed, the consent record date shall be, respectively, (i) if prior
action by the Board of Directors IS required under the General Corporation Law
of Delaware for the consent to be validly taken, the close of business on the
day on which the Board of Directors adopts the resolution taking such prior
action; and (ii) if prior action by the Board of Directors IS NOT so required,
the first date on which a properly signed and dated consent setting forth the
action taken or proposed to be taken is delivered as required above.

         3.13. PRESIDING OFFICERS; ORDER OF BUSINESS.

             (a) Shareholders meetings shall be presided over by the Chairman of
the Board; or if the Chairman (and Vice Chairman) is not present, by the
President; or if the President is not present, by a Vice President; or if a Vice
President is not present, by such person chosen by the Board of Directors; or if
none, by a chairperson to be chosen at the meeting by shareholders present in
person or by proxy who own a majority of the voting power present. The Secretary
of a shareholders meeting shall be the Secretary of the Company; or if the
Secretary is not present, an Assistant Secretary, or if an Assistant Secretary
is not present, such person as may be chosen by the Board of Directors; or if
none, by such person who is chosen by the chairperson at the meeting.

             (b) The following order of business, unless otherwise ordered at
the shareholders meeting by the chairperson thereof, shall be observed as far as
practicable and consistent with the purposes of the meeting:

             1.   Calling of the shareholders' meeting to order.

             2.   Presentation of proof of mailing of the notice of the meeting
                  and, if a special meeting the call thereof.

             3.   Presentation of proxies.

             4.   Determination and announcement that a quorum is present.


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             5.   Reading and approval (or waiver thereof) of the minutes of the
                  previous meeting of shareholders.

             6.   Reports, if any, of officers.

             7.   Election of directors, if the meeting is an annual meeting or
                  a meeting called for such purpose.

             8.   Consideration of the specific purpose or purposes for which
                  the meeting has been called, other than election of directors.

             9.   Transaction of such other business as may properly come before
                  the meeting.

             10.  Adjournment.

         3.14. ANNUAL REPORT. The President of the Company shall prepare an
annual report which will set forth a statement of affairs of the Company as of
the end of its last fiscal year, including a balance sheet, an income statement
and a statement of changes in financial position, which need not be audited, and
present them at the annual meeting of shareholders. Failure to prepare or
present an annual report shall not affect the validity of any shareholder
meeting. No such report need be prepared or presented for any fiscal year in
which the Company was inactive, beyond a statement reflecting the inactive
status. This Section shall not apply as to any fiscal year if the Company (i)
was at the year end subject to the reporting requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, and subsequently furnishes to the
shareholders an annual report or report on Form 10-K under such Act covering
such fiscal year, or (ii) furnishes to shareholders an Information Statement
which conforms to the requirements of Rule 15e2-11 of the Securities and
Exchange Commission.

                                   ARTICLE IV
                         DIRECTORS, POWERS AND MEETINGS

         4.01. GENERAL POWERS. All corporate powers shall be exercised, and the
business and affairs of the Company shall be managed, by or under the authority
of its Board of Directors, except as otherwise provided in the General
Corporation Law of Delaware or the Charter.

         4.02. NUMBER, TENURE AND QUALIFICATIONS. The Company's Board of
Directors shall consist of not less than three (3) and not more than seven (7)
Directors, as resolved from time to time by the Board of Directors. If such
number is not so fixed, the Company shall have THREE Directors. Directors shall
be elected at each annual meeting of shareholders, except as otherwise provided
below. Each Director shall hold office until the next annual meeting of
shareholders and thereafter until his successor shall have been elected and duly
qualified. Directors need not be residents of Delaware or shareholders of the
Company. Directors shall be elected by plurality vote. No decrease in the number
of Directors shall shorten the term of any incumbent Director.


                                      -10-


<PAGE>

         4.03. VACANCIES; RESIGNATION.

             (a) Any vacancy occurring is the Board of Directors, except
resulting from an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining Directors, though less than a
quorum, or by a sole remaining Director. A Director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor in office. Any
directorship to be filled by reason of an increase in the number of Directors
shall be filled by the affirmative vote of a majority of the entire board or by
a majority of the total voting power at any annual meeting or at a special
meeting of shareholders called for that purpose, or by means of written
shareholder consents taken in lieu of a meeting. Every director chosen to fill a
vacancy as provided in this Section shall hold office until the next annual
meeting of shareholders or until his successor has been elected and qualified.

             (b) Any Director may resign at any time by giving written notice to
the Board, the Chairman of the Board, the President or the Secretary of the
Company. Unless otherwise specified in such written notice, a resignation shall
take effect upon delivery to the Board or the designated officer. A resignation
need not be accepted in order for it to be effective.

         4.04. REMOVAL OF DIRECTORS. Any Director may be removed only by the
shareholders in the manner provided in the Company's Charter and, if no such
provision appears therein, then as provided by law. Such action may be taken at
any special meeting called for that purpose or by means of written shareholder
consents. In case any vacancy so treated shall not be filled by the shareholders
at such meeting or in the written consent effecting removal, such vacancy may be
filled by a majority of the Board of Directors.

         4.05. PLACE OF MEETINGS. The Board of Directors may hold both regular
and special meetings either within or without the State of Delaware, at such
place as the Board of Directors from time to time deems advisable.

         4.06. REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without other notice than these Bylaws immediately after and at
the same place as the annual meeting of shareholders. The Board of Directors may
provide by resolution the time and place for the holding of additional regular
meetings without other notice than such resolution; PROVIDED, that any Director
not present when any such resolution is passed is given notice of the
resolution.

         4.07. SPECIAL MEETINGS. A special meeting of the Board of Directors
shall be held without other notice than these Bylaws immediately after and at
the same place as every special meeting of shareholders. Special meetings of the
Board of Directors also may be called by or at the request of the Chairman of
the Board, the President, or any two Directors upon two days' notice to each
director if such notice is delivered personally or sent by telegram, or upon
five days' notice if sent by mail.

         4.08. TELEPHONIC MEETINGS. One or more members of the Board of
Directors or any committee designated by the Board may participate in a meeting
of the Board of Directors or committee by means of conference telephone or
similar communications equipment by which all persons participating in the
meeting can hear one another at the same time. Such participation shall
constitute presence in person at the meeting. All participants in any meeting of
Directors, by virtue of their participation and without further action on their
part shall be deemed to have consented to the recording of such meeting by
electronic device or otherwise, and to the making of a written transcript
thereof, in order that minutes thereof shall be available for the Company's
records.


                                      -11-


<PAGE>

         4.09. NOTICE. Except as otherwise provided above, notice of the time,
date and place, of every special meeting of Directors or any committee thereof
shall be given. Any Director may waive notice of any meeting. The attendance of
a Director at a meeting shall constitute a waiver of notice of such meeting,
except where a Director attends a meeting for the express purpose of objecting
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 Board of Directors need be specified in the
notice or waiver of notice of such meeting.

         4.10. QUORUM; ADJOURNMENTS. A majority of the number of directors then
in office, present in person or by means of conference telephone or similar
equipment, shall constitute a quorum for the transaction of business at every
Board meeting, and the act of the majority of the Directors present at a meeting
at which a quorum is present shall be the act of the Board of Directors, except
as may otherwise specifically be provided by law, the Charter or these Bylaws.
If a quorum is not present at any Board meeting, the directors present may
adjourn the meeting, from time to time, without notice other than announcement
of the meeting, until a quorum is present.

         4.11. COMPENSATION. Directors shall be entitled to such compensation
for their services as directors as from time to time may be fixed by the Board
and shall be entitled to reimbursement of all reasonable expenses incurred by
them in attending Board meetings. A director may waive compensation for any
Board meeting. No director who receives compensation as a director shall be
barred from serving the Company in any other capacity or from receiving
compensation and reimbursement of reasonable expenses for any or all such other
services.

         4.12. PRESUMPTION OF ASSENT. A Director of the Company who is present
at a meeting of the Board of Directors at which action on any corporate matter
is taken shall be presumed to have assented to the action taken unless his
dissent shall be entered in the minutes of the meeting or unless he shall file
his written dissent to such action with the person acting as the Secretary of
the meeting before the adjournment thereof, or shall forward such dissent by
registered or certified mail, first class, postage prepaid, to the Secretary of
the Company, provided such mailing is postmarked within ten calendar days after
the adjournment of the meeting. Such right to dissent shall not apply to a
Director who voted in favor of such action.

         4.13. ACTION BY DIRECTORS WITHOUT MEETING. Any action required to be
taken at a meeting of the Directors of the Company or of a committee of
Directors or any action which may be taken at such a meeting, may be taken
without a meeting 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 thereof. A consent shall be sufficient for this Section if it is
executed in counterparts, in which event all of such counterparts, when taken
together, shall constitute one and the same consent.


                                      -12-


<PAGE>

         4.14. BANK ACCOUNTS, ETC. Anything herein to the contrary
notwithstanding, the Board of Directors may, except as may otherwise be required
by law, authorize any officer or officers, agent or agents, in the name of and
on behalf of the Company, to sign checks, drafts, or other orders for the
payment of money or notes or other evidences of indebtedness, to endorse for
deposit, deposit to the credit of the Company at any bank or trust company or
banking institution in which the Company may maintain an account or to cash
checks, notes, drafts, or other bankable securities or instruments, and such
authority may be general or confined to specific instances, as the Board of
Directors may elect.

         4.15. INSPECTION OF RECORDS. Every Director shall have the absolute
right at any reasonable time to inspect all books, records, documents of every
kind, and the physical properties of the Company and of its subsidiaries. Such
inspection may be made personally or by an agent and includes the right to make
copies and extracts.

         4.16. EXECUTIVE COMMITTEE.

             (a) The Board of Directors may, by resolution adopted by a majority
of the whole Board, appoint two or more of its members to constitute an
Executive Committee. One of such directors shall be designated as Chairman of
the Executive Committee. Each member of the Executive Committee shall continue
as a member thereof until the expiration of his term as a director, or until his
earlier resignation from the Executive Committee, in either case unless sooner
removed as a director or member of the Executive Committee by any means
authorized by the Charter or herein.

             (b) The Executive Committee shall have and may exercise, to the
extent provided in such resolution and except as prohibited by law, all of the
rights, power and authority of the Board of Directors.

             (c) The Executive Committee shall fix its own rules of procedure
and shall meet at such times and at such place or places as may be provided by
its rules. The Chairman of the Executive Committee, or in the absence of the
Chairman, a member of the Executive Committee chosen by a majority of the
members present, shall preside at all meetings of the Executive Committee, and
another member thereof chosen by the Executive Committee shall act as Secretary.
A majority of the Executive Committee shall constitute a quorum for the
transaction of business, and the affirmative vote of a majority of the members
thereof shall be required for any action of the Executive Committee. The
Executive Committee shall keep minutes of its meetings and deliver such minutes
to the Board of Directors.

         4.17. OTHER COMMITTEES. The Board of Directors may, by resolution duly
adopted by a majority of directors at a meeting at which a quorum is present,
appoint an audit committee, compensation committee, and such other committee or
committees as it shall deem advisable and with such limited authority as the
Board of Directors shall from time to time determine.


                                      -13-


<PAGE>

         4.18. OTHER PROVISIONS REGARDING COMMITTEES.

             (a) The Board of Directors shall have the power at any time to fill
vacancies in, change the membership of, or discharge any Committee. The members
of any committee present at any meeting of a committee, whether or not they
constitute a quorum, may appoint a director to act in the place of as absent
member.

             (b) Members of any committee shall be entitled to such compensation
for their services as such as from time to time may be fixed by the Board of
Directors and in any event shall be entitled to reimbursement of all reasonable
expenses incurred in attending committee meetings. Any member of a committee may
waive compensation for any meeting. No member of a committee who receives
compensation as a member of one or more committees shall be barred from serving
the Company in any other capacity or from receiving compensation and
reimbursement of reasonable expenses for any or all such other services.

             (c) Unless otherwise prohibited by law, the provisions above
concerning action by written consent of directors and meetings of directors by
telephonic or similar means shall apply to all committees from time to time,
created by the Board of Directors.

                                   ARTICLE V
                                    OFFICERS

         5.01. POSITIONS. The Company's officers generally shall be chosen by
the Board of Directors and shall consist of a Chairman of the Board, a
President, one or more Vice Presidents if desired, a Secretary and a Treasurer.
The Board of Directors may appoint one or more other officers, assistant
officers and agents as it from time to time deems necessary or appropriate, who
shall be chosen in such manner and hold their offices for such terms and have
such authority and duties as from time to time may be determined by the Board of
Directors. The Board may delegate to the Chairman of the Board the authority to
appoint any officer or agent of the Company and to fill a vacancy other than the
Chairman of the Board or President. Any two or more offices may be held by the
same person, except that no person may simultaneously hold the offices of
President and Secretary and of President and Vice President. In all cases where
the duties of any officer, agent or employee are not prescribed by these bylaws
or by the Board of Directors, such officer, agent or employee shall follow the
orders and instructions of the President.

         5.02. TERM OF OFFICE; REMOVAL. Each officer of the Company shall hold
office at the pleasure of the Board and any officer may be removed, with or
without cause, at any time by the affirmative vote of a majority of the
directors then office; PROVIDED, that any officer appointed by the Chairman of
the Board pursuant to authority delegated by the Board may be removed, with or
without cause, at any time by the Chairman whenever the Chairman in his or her
absolute discretion shall consider that the Company's best interests shall be
served by such removal. Removal of an officer by the Board (or the Chairman, as
the case may be) shall not prejudice the contract rights, if any, of the person
so removed. Election or appointment of an officer or agent shall not in itself
create contract rights.


                                      -14-


<PAGE>

         5.03. VACANCIES. A vacancy in any office, however occurring; may be
filled by the Board or the Executive Committee, for the unexpired portion of the
term by majority vote of its members, or by the Chairman of the Board in the
case of a vacancy occurring in an office to which the Chairman has been
delegated authority to make appointments.

         5.04. COMPENSATION. The salaries of all officers of the Company shall
be fixed from time to time by the Board, and no officer shall be prevented from
receiving a salary by reason of the fact that he also receives compensation from
the Company in any other capacity.

         5.05. CHAIRMAN OF THE BOARD. The Chairman of the Board ("CHAIRMAN"), if
such officer shall be chosen by the Board of Directors, shall preside at all
meetings of the Board of Directors and meetings of shareholders at which he is
present and shall exercise general supervision and direction over the
implementation of Board policy affecting the affairs of the Company. Any act
which may be performed by the Chief Executive Officer or President may be
performed by the Chairman.

         5.06. CHIEF EXECUTIVE OFFICER, CHIEF OPERATING OFFICER. The Chairman of
the Board shall, unless the Board determines otherwise, serve as the Chief
Executive Officer ("CEO") of the Company. If the Chairman is not designated the
CEO, then the President shall serve as CEO. The Board may, from time to time,
designate from among the executive officers of the Company an officer to serve
as Chief Operating Officer ("COO") of the Company. If the Chairman serves as the
CEO, then the President shall serve as COO. If the President is designated CEO,
then the Executive Vice President (or if there is none, then the next most
senior Vice President) shall serve is COO. A person designated to serve in the
capacity of CEO or COO shall serve at the pleasure of the Board.

         A person designated Chief Executive Officer (CEO) shall have primary
responsibility for and active charge of the management and supervision of the
Company's business and affairs. The CEO may execute in the name of the Company
authorized corporate obligations and other instruments, shall perform such other
duties as may be prescribed by the Board (or Chairman, as the case may be) from
time to time and, in the absence or disability of the President, shall exercise
all of the duties and powers of the President. In the event that the President
is not the CEO, then the CEO shall supervise the performance of the President
and shall be responsible for the execution of the policies and directives of the
Board. The CEO shall report directly to the Board. The CEO shall perform such
other duties as may be assigned by the Board (or Chairman, as the case may be).
The CEO may perform any act which, might be performed by the President.

         A person designated Chief Operating Officer (COO) shall be responsible
for the day-to-day management of the Company's operations, subject to the
authority of the COO. The COO shall report directly to the CEO of the Company
and shall consult with the CEO on all matters of corporate policy and material
business activities of the Company. The COO shall perform such other duties as
may be assigned by the Board or the CEO.

         5.07. PRESIDENT. The President shall have general active management of
the business of the Company, subject to the authority of the Chief Executive
Officer if the President it not designated as such, and general supervision of
its officers, agents and employees. In the absence of the Chairman and Chief
Executive Officer, he shall preside at all meetings of the shareholders and of
the Board. In the absence of a designated Chief Executive Officer he shall see
that all policies and directives of the Board are carried into effect.


                                      -15-


<PAGE>

         He shall, unless otherwise directed by the Board of Directors, attend
in person or by substitute appointed by him, or shall execute in behalf of the
Company written instruments appointing a proxy or proxies to represent the
Company, at all meetings of the stockholders of any other company in which the
Company shall hold any stock. He may, on behalf of the Company, in person or by
substitute or by proxy, execute written waivers of notice and consents with
respect to any such meetings. At all such meetings and otherwise, the President,
in person or by substitute or proxy as aforesaid, may vote the stock so held by
the Company and may execute written consent and other instruments and power
incident to the ownership of said stock, subject however to the instructions, if
any, of the Chairman or the Board of Directors. The President shall have custody
of the Treasurer's bond, if any.

         5.08. EXECUTIVE VICE PRESIDENT. The Executive Vice President shall
assist the President in the discharge of supervisory, managerial and executive
duties and functions. In the absence of the President or in the event of his
death, or inability or refusal to act, the Executive Vice President shall
perform the duties of the President and when so acting shall have the duties and
powers of the President. He shall perform such ether duties as from time to time
may be assigned to him by the President, Chairman or Board of directors.

         5.09. VICE PRESIDENTS. The Vice Presidents, if any, shall assist the
President and Executive Vice President and shall perform such duties as may be
prescribed by the Board, the Chairman or the President. Vice Presidents in the
order of their seniority shall, in the absence or disability of the Chairman and
President, exercise all of the duties and powers of such officers. The Executive
Vice president, if any, shall be the most senior of Vice Presidents, and the
Senior Vice President, if any, shall be the next most senior of Vice President.
In regard to other Vice Presidents, they shall have the respective ranks
designated by the Board of Directors, or if none has been so designated, as
designated by the Chairman, or if none has been so designated by the Chairman,
they shall rank is the order of their respective elections to such office. The
execution of any instrument on the Company's behalf by a Vice President shall be
conclusive evidence, as to third parties, of his authority to act in the stead
of the President and Executive Vice President.

         5.10. SECRETARY. The Secretary shall: (i) keep the minutes of the
proceedings of the shareholders and the Board of Directors and record all votes
and proceedings thereof in a book kept for that purpose; (ii) see that all
notices are duly given in accordance with the provisions of these Bylaws or as
required by law; (iii) be custodian of the corporate records and of the seal of
the Company and affix the seal to all documents when authorized by the Board of
Directors; (iv) keep at its registered office or principal place of business
within or outside Delaware a record containing the names and addresses of all
shareholders and the number and class of shares held by each, unless such a
record shall be kept at the office of the Company's transfer agent or registrar,
(v) sign with the President, or a Vice President, certificates for shares of the
Company, the issuance of which shall have been authorized by resolution of the
Board of Directors; (vi) have general charge of the stock transfer books of the
Company, unless the Company has a transfer agent; and (vii) in general, perform
all duties incident to the office of Secretary and such other duties as from
time to time may be assigned to him by the President or the Board of Directors.
The Board of Directors may give general authority to officers other than the
Secretary or any Assistant Secretary to affix the Company's seal and to attest
the fixing thereof by his or her signature.


                                      -16-


<PAGE>

         5.11. ASSISTANT SECRETARY. The Assistant Secretary, if any (or if there
is more than one, the Assistant Secretaries in the order designated, or in the
absence of any designation, in the order of their appointment), in the absence
or disability of the Secretary, shall perform the duties and exercise the powers
of the Secretary. The Assistant Secretary(ies) shall perform such other duties
and have such other powers as from time to time may be prescribed by the Board,
the Chairman or the Chief Executive Officer. The Chairman may appoint one or
more Assistant Secretary(ies) to office.

         5.12. TREASURER. The Treasurer shall, unless the Board otherwise
resolves, be the principal financial officer and principal accounting officer of
the Company and shall have the care and custody of all funds, securities,
evidence of indebtedness and other valuable effects of the Company, shall keep
full and accurate accounts of receipts and disbursements in books belonging to
the Company and shall deposit all money and other valuable effects of the
Company in the name and to the credit of the Company in such depositories as
from time to time may be designated by the Board. The Treasurer shall disburse
the funds of the Company in such manner as may be ordered by the Board from time
to time and shall render to the Chairman of the Board, the President and the
Board; at regular Board meetings or whenever any of them may so require, an
account of all transactions and of the Company's financial condition.

         5.13. ASSISTANT TREASURER. The Assistant Treasurer, if any (or if there
is more than one, the Assistant Treasurers in the order designated, or in the
absence of any designation, in the order of their appointment), in the absence
or disability of the Treasurer, shall perform the duties and exercise the powers
of the Treasurer. The Assistant Treasurer(s) shall perform such other duties and
have such other powers as from time to time may be prescribed by the Board, the
Chairman or the Chief Executive Officer. The Chairman may appoint one or more
Assistant Treasurer(s) to office.

         5.14. RESIGNATIONS. Any officer may resign at my time by giving written
notice to the Board or to the Chairman. Such resignation shall take effect at
the time specified therein and, unless specified therein, no acceptance of the
resignation shall be required for the resignation to be effective.

         5.15. DELEGATION OF DUTIES. In the event of the absence or disability
of any officer of the Company, or for any other reason the Board shall deem
sufficient, the Board may temporarily designate the powers and duties, or
particular powers and duties, of such officer to any other officer, or to any
director.

         5.16. FIDELITY BONDS. The Board of Directors shall have the power, to
the extent permitted by law, to require any officer, agent or employee of the
Company to give bond for the faithful discharge of his duties in such form and
with such surety or sureties as the Board deems advisable.


                                      -17-


<PAGE>

                                   ARTICLE VI
                                 INDEMNIFICATION

         Every Director, officer, employee and agent of the Company, and every
person serving at the Company's request as a director, officer (or in a position
functionally equivalent to that of officer or director), employee or agent of
another corporation, partnership, joint venture, trust or other entity, shall be
indemnified to the extent and in the manner provided by the Company's Charter,
as it may be amended, and if no such provision appears therein, then in
accordance with the laws of the State of Delaware.

                                  ARTICLE VII
                                  MISCELLANEOUS

         7.01. DECLARATION OF DIVIDENDS. The Board of Directors at any regular
or special meeting may declare dividends payable, whenever in the exercise of
its discretion it may deem such declaration advisable and such is permitted by
law. Such dividends may be paid in cash property, or shares of the Company.

         7.02. BENEFIT PROGRAMS. Directors shall have the power to install and
authorize any pension, profit sharing, stock option, insurance, welfare,
educational, bonus, health and accident or other benefit program which the Board
deems to be in the interest of the Company, at the expense of the Company, and
to amend or revoke any plan so adopted.

         7.03. SEAL. The corporate seal of the Company shall be circular in form
and shall contain the name of the Company, the year of its incorporation and the
words "Seal, Delaware".

         7.04. FISCAL YEAR. The Board of Directors may fix; and from time to
time change, the fiscal year of the Company. Any such adoption of or change in a
fiscal year shall not constitute or require an amendment to these Bylaws.

                                  ARTICLE VIII
                              AMENDMENTS TO BYLAWS

         These Bylaws may be amended or repealed in the manner provided for in
the Charter, or if none is there provided by majority vote of the Board of
Directors, taken at any meeting or by written consent, subject to the
shareholders' right to change or repeal any Bylaws so made or adopt new Bylaws
by vote of at least two thirds (2/3) of the total voting power. Bylaws
amendments may be proposed by any Director or shareholder. Any action, duly
taken by the Board or the shareholders which conflicts or is inconsistent with
these Bylaws (as they may be amended) shall constitute an amendment of the
Bylaws, if the action was taken by such number of directors or shares voting as
would be sufficient for amendment of the Bylaws.

                                   ARTICLE IX
                                     NOTICES

         9.01. GIVING OF NOTICE. Except as otherwise provide by the General
Corporation Law of Delaware, these Bylaws, the Charter, or resolution of the
Board of Directors, every meeting notice or other notice, demand, bill,
statement or other communication (collectively, "NOTICE") to or from the Company
from or to a Director, Officer or shareholder shall be duly given if it is
written or printed and is (i) sent by first class or express mail, postage


                                      -18-


<PAGE>

prepaid, (ii) sent by any commercial overnight air courier service, such as DHL,
Federal Express, Emery, Airborne, UPS or similar service, (iii) sent by
telegraph, cablegram, telex, telecopier or other facsimile transmission, (iv)
delivered by any commercial messenger service which regularly retains its
receipts, or (v) personally delivered, provided a receipt is obtained reflecting
the date of delivery. Notice shall not be duly given unless all delivery,
postage, or other charges are prepaid. Notice shall be given to an addressee's
most recent address as it appears on the Company's records or to such other
address as has been provided in writing to the Secretary. A Notice shall be
deemed "given" when dispatched for delivery, when personally delivered, when
transmitted electronically, or if mailed, on the date postmarked. This Section
shall not have the effect of shortening any notice period provided for in these
Bylaws.

         9.02. WAIVER OF NOTICE. Any Notice required or permitted by the General
Corporation Law of Delaware, the Charter or these Bylaws may be waived in
writing at any time by the person entitled to the Notice, and such waiver shall
be equivalent to the giving of notice. Notice of any shareholder meeting shall
be waived by attendance, in person or by proxy, at the meeting, unless any
question of lack of or defect in a Notice is raised prior to conclusion of a
meeting. No waiver of notice of a meeting need specify the purpose of the
meeting or the business to be transacted thereat.

         APPROVED AND ADOPTED by the board of Directors as of March 9, 1992,
amended and restated April 13, 2004.




                                      -19-