EXHIBIT
      3.1


BY-LAWS


OF


MEDIWARE
      INFORMATION SYSTEMS, INC.


(Restated
      as of December 6, 2007)








ARTICLE
      I





OFFICES





The
      principal offices of the Corporation shall be located at such place within
      the
      United States as the Board of Directors shall, from time to time,
      determine.  The Corporation may also maintain offices at such other
      places within or without the United States as the Board of Directors may, from
      time to time, determine.








ARTICLE
      II





MEETING
      OF
      SHAREHOLDERS





Section
      1. Annual
      Meetings. The annual meeting of the shareholders of the Corporation shall
      be held each year on such date as the Board of Directors, from time to time,
      shall determine, for the purpose of electing directors and transacting such
      other business as may properly come before the meeting.





Section
      2. Special
      Meetings. Special meetings of the shareholders may be called at any time
      by the Board of Directors or by the President, and shall be called by the
      President or the Secretary at the written request of the holders of ten percent
      (10%) of the shares then outstanding and entitled to vote thereat, or as
      otherwise required under the provisions of the Business Corporation
      Law.





Section
      3. Place of
      Meetings. All meetings of shareholders shall be held at the principal
      office of the Corporation, or at such other places within or without the State
      of New York as shall be designated in the notices or waivers of notice of such
      meetings.





Section
      4. Notice of
      Meetings. (a) Written notice of each meeting of shareholders, whether
      annual or special, stating the time when and place where it is to be held,
      shall
      be served either personally or by mail, not less than ten nor more than sixty
      days before the meeting, upon each shareholder of record entitled to vote at
      such meeting, and to any other shareholder to whom the giving of notice may
      be
      required by law.  Notice of a special meeting shall also state the
      purpose or purposes for which the meeting is called, and shall indicate that
      it
      is being issued by, or at the direction of, the person or persons calling the
      meeting.  If, at any meeting, action is proposed to be taken that
      would, if taken, entitle shareholders to receive payment for their shares
      pursuant to the Business Corporation Law, the notice of such meeting shall
      include a statement of that purpose and to that effect.  If mailed,
      such notice shall be directed to each such shareholder at his address, as it
      appears on the records of the shareholders of the Corporation, unless he shall
      have previously filed with the Secretary of the Corporation a written request
      that notices intended for him be mailed to some other address, in which case,
      it
      shall be mailed to the address designated in such request.





(b)
      Notice of any meeting need not be given to any shareholder who attends such
      meeting, in person or by proxy, or to any shareholder who, in person or by
      proxy, submits a signed waiver of notice either before or after such
      meeting.  Notice of any adjourned meeting of shareholders need not be
      given, unless otherwise required by statute.





Section
      5. Quorum. (a)
      Except as otherwise provided herein, or by statute, or in the Certificate of
      Incorporation (such Certificate and any amendments thereof being hereinafter
      collectively referred to as the “Certificate of Incorporation”), at all meetings
      of shareholders of the Corporation, the presence at the commencement of such
      meetings in person or by proxy of shareholders holding of record a majority
      of
      the total number of shares of the Corporation then issued and outstanding and
      entitled to vote, shall be necessary and sufficient to constitute a quorum
      for
      the transaction of any business. The withdrawal of any shareholder after the
      commencement of a meeting shall have no effect on the existence of a quorum
      after a quorum has been established at such meeting.





(b)
      Despite the absence of a quorum at any annual or special meeting of
      shareholders, the shareholders, by a majority of the votes cast by the holders
      of shares entitled to vote thereon, may adjourn the meeting. At any such
      adjourned meeting at which a quorum is present, any business may be transacted
      which might have been transacted at the meeting as originally called if a quorum
      had been present.





Section
      6.  Voting.  (a)
      Except as otherwise provided by statute or by the Certificate of Incorporation,
      any corporate action, other than the election of directors, to be taken by
      vote
      of the shareholders, shall be authorized by a majority of votes cast at a
      meeting of shareholders by the holders of shares entitled to vote
      thereon.





(b)
      Except as otherwise provided by statute or by the Certificate of Incorporation,
      at each meeting of shareholders, each holder of record of stock of the
      Corporation entitled to vote thereat shall be entitled to one vote for each
      share of stock registered in his name on the books of the
      Corporation.





(c)
      Each
      shareholder entitled to vote or to express consent or dissent without a meeting,
      may do so by proxy; provided, however, that the instrument authorizing such
      proxy to act shall have been executed in writing by the shareholder himself,
      or
      by his attorney-in-fact thereunto duly authorized in writing. No proxy shall
      be
      valid after the expiration of eleven months from the date of its execution,
      unless the person executing it shall have specified therein the length of time
      it is to continue in force. Such instrument shall be exhibited to the Secretary
      at the meeting.





(d)
      Any
      resolution in writing, signed by all of the shareholders entitled to vote
      thereon, shall be and constitute action by such shareholders to the effect
      therein expressed, with the same force and effect as if the same had been duly
      passed by unanimous vote at a duly called meeting of shareholders.








ARTICLE
      III





BOARD
      OF
      DIRECTORS





Section
      1. Number, Election
      and Term of Office. (a) The Board of Directors of the Corporation shall
      consist of such number of Directors, but not less than three, as is set by
      the
      Board of Directors by resolution from time to time.  The Directors of
      the Corporation shall be divided into three classes, designated Class I, Class
      II and Class III. All classes shall be as nearly equal as possible.





(b)
      The
      terms of office of the Directors initially classified shall be as follows:
      at
      the annual meeting of share­holders on January 17, 1992, Class I Directors
      shall be elected for a one-year term expiring at the next succeeding annual
      meeting of shareholders, Class II Directors for a two-year term expiring at
      the
      second succeeding annual meeting of shareholders and Class III Directors for
      a
      three-year term expiring at the third succeeding annual meeting of shareholders.
      At each annual meeting of shareholders after the January 17, 1992 annual
      meeting, Directors so classified who are elected to replace those whose terms
      expire at each suchannual meeting shall
      be
      elected to hold office for a three-year term until the third succeeding annual
      meeting following suchDirector’s election.
      Each Director so classified shall hold office until the annual meeting at which
      his term expires and until his successor has been elected and
      qualified.





Section
      2. Duties and
      Powers. The Board of Directors shall be responsible for the control and
      management of the affairs, property and interests of the Corporation, and may
      exercise all powers of the Corporation, except as are in the Certificate of
      Incorporation or by statute expressly conferred upon or reserved to the
      shareholders.





Section
      3. Annual and Regular
      Meetings; Notice. (a) A regular annual meeting of the Board of Directors
      shall be held immediately following the annual meeting of the shareholders,
      at
      the place of such annual meeting of shareholders.





(b)
      The
      Board of Directors, from time to time, may provide by resolution for the holding
      of other regular meetings of the Board of Directors, and may fix the time and
      place thereof.





(c)
      Notice of any regular meeting of the Board of Directors shall not be required
      to
      be given and, if given, need not specify the purpose of the meeting; provided,
      however, that in case the Board of Directors shall fix or change the time or
      place of any regular meeting, notice of such action shall be given to each
      Director who shall not have been present at the meeting at which such action
      was
      taken within the time limited, and in the manner set forth in paragraph (b)
      of
      Section 4 of this Article III, with respect to special meetings, unless such
      notice shall be waived in the manner set forth in paragraph (c) of such Section
      4.





Section
      4. Special Meetings;
      Notice. (a) Special meetings of the Board of Directors shall be held
      whenever called by the President or by one of the Directors, at such time and
      place as may be specified in the respective notices or waivers of notice
      thereof.





(b)
      Notice of special meetings shall be mailed directly to each Director, addressed
      to him at his residence or usual place of business, at least two (2) days before
      the day on which the meeting is to be held, or shall be sent to him at such
      place by telegram, radio or cable, or shall be delivered to him personally
      or
      given to him orally, not later than the day before the day on which the meeting
      is to be held. A notice, or waiver of notice, except as required by Section
      8 of
      this Article III, need not specify the purpose of the meeting.





(c)           
      Notice of any special meeting shall not be required to be given to any Director
      who shall attend such meeting without protesting prior thereto or at its
      commencement, the lack of notice to him, or who submits a signed waiver of
      notice, whether before or after the meeting.





Section
      5. Chairman. At
      all meetings of the Board of Directors, the Chairman of the Board, if any and
      if
      present, shall preside. If there shall be no Chairman, or he shall be absent,
      then the President shall preside, and in his absence, a Chairman chosen by
      the
      Directors shall preside.





Section
      6. Quorum and
      Adjournments. (a) At all meetings of the Board of Directors, the presence
      of a majority of the entire Board shall be necessary and sufficient to
      constitute a quorum for the transaction of business, except as otherwise
      provided by law, by the Certificate of Incorporation, or by these
      By-Laws.





(b)
      A
      majority of the Directors present at the time and place of any regular or
      special meeting, although less than a quorum, may adjourn the same from time
      to
      time without notice.





Section
      7. Manner of
      Acting. (a) At all meetings of the Board of Directors, each Director
      present shall have one vote, irrespective of the number of shares of stock,
      if
      any, which he may hold.





(b)
      Except as otherwise provided by statute, by the Certificate of Incorporation,
      or
      by these By-Laws, the action of a majority of the Directors present at any
      meeting at which a quorum is present shall be the act of the Board of
      Directors.





Section
      8. Vacancies.
      Newly created directorships resulting from an increase in the number of
      Directors and vacancies occurring on the Board of Directors for any reason
      may
      be filled by vote of the Directors (including a majority of Directors then
      in
      office if less than a quorum exists), provided, however, that if the number
      of
      Directors is changed, (i) any newly created directorships or any decrease in
      directorships shall be apportioned by the Board among the classes so as to
      make
      all classes as nearly equal as possible, and (ii) when the number of Directors
      is increased by the Board and any newly created directorships are filled by
      the
      Board, there shall be no classification of the additional Directors until the
      next annual meeting of shareholders. Any Director elected by the Board to fill
      a
      newly created directorship shall hold office until the next annual meeting
      of
      shareholders and until his successor, classified in accordance with Section
      1 of
      this Article III, has been elected and qualified. Any Director elected to fill
      a
      vacancy of an existing directorship shall hold office for the remainder of
      the
      term of that directorship. No decrease in the number of Directors constituting
      the Board shall shorten the term of any incumbent Director.





Section
      9. Resignation.
      Any Director may resign at any time by giving written notice to the Board of
      Directors, the President or the Secretary of the Corporation. Unless otherwise
      specified in such written notice, such resignation shall take effect upon
      receipt thereof by the Board of Directors or such officer, and the acceptance
      of
      such resignation shall not be necessary to make it effective.





Section
      10. Removal of
      Directors. Except as otherwise provided in the Certificate of
      Incorporation or in these By-Laws, any Director may be removed, but only for
      cause, at any time, by the affirmative vote of the holders of a majority of
      the
      outstanding shares of stock entitled to vote for the election of Directors
      of
      the Corporation at a meeting of the shareholders called and held for that
      purpose. Directors may also be removed, but only for cause, by a majority vote
      of the entire Board of Directors.





Section
      11. Salary. No
      stated salary shall be paid to Directors, as such, for their services, but
      by
      resolution of the Board of Directors a fixed sum and expenses of attendance,
      if
      any, may be allowed for attendance at each regular or special meeting of the
      Board; provided, however, that nothing herein contained shall be construed
      to
      preclude any Director from serving the Corporation in any other capacity and
      receiving compensation therefor.





Section
      12. Committees.
      The Board of Directors, by resolution adopted by a majority of the entire Board,
      may from time to time designate from among its members an executive committee
      and such other committees, and alternate members thereof, as they may deem
      desirable, each consisting of one or more members, with such powers and
      authority (to the extent permitted by law) as may be provided in such
      resolution. Each such committee shall serve at the pleasure of the
      Board.





Section
      13. Meetings by
      Conference Telephone. Members of the Board of Directors may participate
      in a meeting of the Board by means of conference telephone or similar
      communications equipment allowing all persons participating in the meeting
      to
      hear each other at the same time. Participation by such means shall constitute
      presence in person at a meeting.








ARTICLE
      IV





OFFICERS





Section
      1. Number,
      Qualifications, Election and Term of Office. (a) The officers of the
      Corporation may consist of a President, a Secretary, a Treasurer, and such
      other
      officers, including a Chairman of the Board of Directors, and one or more Vice
      Presidents, as the Board of Directors may from time to time deem advisable.
      Any
      officer other than the Chairman of the Board of Directors may be, but is not
      required to be, a Director of the Corporation. Any twoor more offices may
      be
      held by the same person.





(b)
      The
      officers of the Corporation shall be elected by the Board of Directors at the
      regular annual meeting of the Board following the annual meeting of
      shareholders.





(c)
      Each
      officer shall hold office until the annual meeting of the Board of Directors
      next succeeding his election, and until his successor shall have been elected
      and qualified, or until his death, resignation or removal.





Section
      2. Resignation.
      Any officer may resign at any time by giving written notice of such resignation
      to the Board of Directors, or to the President or the Secretary of the
      Corporation. Unless otherwise specified in such written notice, such resignation
      shall take effect upon receipt thereof by the Board of Directors or by such
      officer, and the acceptance of such resignation shall not be necessary to make
      it effective.





Section
      3. Removal. Any
      officer may be removed, either with or without cause, and a successor elected
      by
      the Board at any time.





Section
      4. Vacancies. A
      vacancy in any office by reason of death, resignation, inability to act,
      disqualification, or any other cause, may at any time be filled for the
      unexpired portion of the term by the Board of Directors.





Section
      5. Duties of
      Officers. Officers of the Corporation shall, unless otherwise provided by
      the Board of Directors, each have such powers and duties as generally pertain
      to
      their respective offices as well as such powers and duties as may be set forth
      in these By-Laws, or may from time to time be specifically conferred or imposed
      by the Board of Directors. The President shall be the chief executive officer
      of
      the Corporation.





Section
      6. Sureties and
      Bonds. In case the Board of Directors shall so require, any officer,
      employee or agent of the Corporation shall execute to the Corporation a bond
      in
      such sum, and with such surety or sureties as the Board of Directors may direct,
      conditioned upon the faithful performance of his duties to the Corporation,
      including responsibility for negligence and for the accounting for all property,
      funds or securities of the Corporation which may come into his
      hands.





Section
      7. Shares of Other
      Corporations. Whenever the Corporation is the holder of shares of any
      other corporation, any right or power of the Corporation as such shareholder
      (including the attendance, acting and voting at shareholders’ meetings and
      execution of waivers, consents, proxies or other instruments) may be exercised
      on behalf of the Corporation by the President, any Vice President, or such
      other
      person as the Board of Directors may authorize.








ARTICLE
      V





SHARES
      OF
      STOCK





Section
      1. Stock Certificates
      and Uncertificated Shares. (a) The shares of stock of the Corporation may
      be represented by certificates or may be uncertificated.  Each holder
      of stock in the Corporation shall be entitled to have a certificate signed
      by,
      or in the name of the Corporation by, the Chairman of the Board, President
      or
      any Vice President and by the Treasurer or Assistant Treasurer or the Secretary
      or Assistant Secretary, certifying the number of shares owned by him in the
      Corporation.  Where any such certificate is countersigned by a
      transfer agent other than the Corporation or its employee, or by a registrar
      other than the Corporation or its employee, any other signature on the
      certificate may be a facsimile.  In case any officer, transfer agent,
      or registrar who has signed or whose facsimile signature has been placed upon
      any such certificate shall have ceased to be such officer, transfer agent,
      or
      registrar before such certificate is issued, it may be issued by the Corporation
      with the same effect as if he were such officer, transfer agent, or registrar
      at
      the date of issue.  Absent a specific request for such a certificate
      by the registered owner or transferee thereof, all shares may be uncertificated
      upon the original issuance thereof by the Corporation or upon surrender of
      the
      certificate representing such shares to the Corporation or its transfer
      agent.





(b)             
      No certificate or entry representing uncertificated shares shall be issued
      or
      made, as the case may be, until the full amount of consideration therefor has
      been paid, except as otherwise permitted by law.





(c)
      The
      Board of Directors may authorize the issuance of certificates for fractions
      of a
      share which shall entitle the holder to exercise voting rights, receive
      dividends and participate in liquidating distributions, in proportion to the
      fractional holdings; or it may authorize the payment in cash of the fair value
      of fractions of a share as of the time when those entitled to receive such
      fractions are determined; or it may authorize the issuance, subject to such
      conditions as may be permitted by law, of scrip in registered or bearer form
      over the signature of an officer or agent of the Corporation, exchangeable
      as
      therein provided for full shares, but such scrip shall not entitle the holder
      to
      any rights of a shareholder, except as therein provided.





Section
      2. Lost or Destroyed
      Certificates. The Board of Directors may direct uncertificated shares or,
      if requested by the registered owner, a new certificate or certificates to
      be
      issued in place of any certificate or certificates theretofore issued by the
      Corporation 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 or destroyed.  When authorizing such issue of uncertificated
      shares or a new certificate or certificates, the Board of Directors 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
      to give the Corporation a bond in such sum as it may direct as indemnity against
      any claim that may be made against the Corporation with respect to the
      certificate alleged to have been lost or destroyed.  A new certificate
      or entry representing uncertificated shares may be issued or made, as the case
      may be, without requiring any such evidence or bond when, in the judgment of
      the
      Board of Directors, it is proper to do so.





Section
      3. Transfers of
      Shares. (a) Transfers of shares of the Corporation shall be made on the
      share records of the Corporation only by the holder of record thereof, in person
      or by his duly authorized attorney, upon (i) surrender for cancellation of
      the
      certificate or certificates representing such shares, with an assignment or
      power of transfer endorsed thereon or delivered therewith, duly executed or
      (ii)
      upon presentation of proper transfer instructions from the holder of record
      of
      uncertificated shares, with such proof of the authenticity of the signature
      and
      of authority to transfer and of payment of transfer taxes as the Corporation
      or
      its agents may require.





(b)
      The
      Corporation shall be entitled to treat the holder of record of any share or
      shares as the absolute owner thereof for all purposes and, accordingly, shall
      not be bound to recognize any legal, equitable or other claim to, or interest
      in, such share or 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
      4. Record Date.
      In lieu of closing the share records of the Corporation, the Board of Directors
      may fix, in advance, a date not exceeding sixty days, nor less than ten days,
      as
      the record date for the determination of shareholders entitled to receive notice
      of, or to vote at, any meeting of shareholders, or to consent to any proposal
      without a meeting, or for the purpose of determining shareholders entitled
      to
      receive payment of any dividends, or allotment of any rights, or for the purpose
      of any other action. If no record date is fixed, the record date for the
      determination of shareholders entitled to notice of or to vote at a meeting
      of
      shareholders shall be at the close of business on the day next preceding the
      day
      on which notice is given, or, if no notice is given, the day on which the
      meeting is held; the record date for determining shareholders for any other
      purpose shall be at the close of business on the day on which the resolution
      of
      the Directors relating thereto is adopted. When a determination of shareholders
      of record entitled to notice of or to vote at any meeting of shareholders has
      been made as provided for herein, such determination shall apply to any
      adjournment thereof, unless the Directors fix a new record date for the
      adjourned meeting.





Section
      5. Regulations.  Except
      to the extent that the exercise of such power shall be prohibited or
      circumscribed by these By-Laws, by the Certificate of Incorporation, or other
      certificate filed pursuant to law, or by statute, the Board of Directors shall
      have power to make such rules and regulations concerning the issuance,
      registration, transfer and cancellation of stock certificates and uncertificated
      shares as it shall deem appropriate.





ARTICLE
      VI





DIVIDENDS





Subject
      to applicable law, dividends may be declared and paid out of any funds available
      therefor, as often, in such amounts, and at such time or times as the Board
      of
      Directors may determine.








ARTICLE
      VII





FISCAL
      YEAR





The
      fiscal year of the Corporation shall be fixed by the Board of Directors from
      time to time, subject to applicable law.





ARTICLE
      VIII





CORPORATE
      SEAL





The
      corporate seal, if any, shall be in such form as shall be approved from time
      to
      time by the Board of Directors.





ARTICLE
      IX





AMENDMENTS





Section
      1. By
      Shareholders. All By-Laws of the Corporation shall be subject to
      alteration or repeal, and new By-Laws may be made, by a majority vote of the
      shareholders at the time entitled to vote in the election of
      Directors.





Section
      2. By
      Directors. The Board of Directors shall have power to make, adopt, alter,
      amend and repeal, from time to time, By-Laws of the Corporation; provided,
      however, that the shareholders entitled to vote with respect thereto as in
      this
      Article IX above-provided may alter, amend or repeal By-Laws made by the Board
      of Directors, except that the Board of Directors shall have no power to change
      the quorum for meetings of shareholders. If any By-Law regulating an impending
      election of Directors is adopted, amended or repealed by the Board of Directors,
      there shall be set forth in the notice of the next meeting of shareholders
      for
      the election of Directors, the By-Law so adopted, amended or repealed, together
      with a concise statement of the changes made.





Section
      3. Certain
      Amendments. Notwithstanding anything in this Article IX to the contrary,
      the provisions of these By-Laws with respect to the number, classification,
      term
      of office, quorum for meetings, qualifications, election and removal of
      Directors and the filling of vacancies and newly created directorships, and
      the
      amendment thereof, that is, Sections 1, 6, 8 and 10 of Article III and this
      Article IX, may be amended or repealed or new By-Laws affecting such provisions
      may be adopted only by the unanimous resolution of the entire Board of Directors
      or by the affirmative vote of the holders of at least 80% of the outstanding
      shares of stock of the Corporation entitled to vote for the election of
      Directors (except that if such proposed amendment or repeal or adoption of
      new
      By-Laws shall be submitted to the shareholders with the unanimous recommendation
      of the entire Board of Directors, such provisions may be amended or repealed
      or
      such new By-Laws may be adopted by the affirmative vote of the holders of a
      majority of the outstanding shares, and except that if such proposed amendment
      or repeal or adoption shall not take effect for a period of three years from
      the
      date of such action, such provisions may be amended or repealed or such new
      By-Laws may be adopted by the affirmative vote of the holders of a majority
      of
      such stock or by the majority vote of the entire Board of
      Directors).








ARTICLE
      X





INDEMNIFICATION
      OF DIRECTORS
      AND OFFICERS





Section
      1. Right of
      Indemnification. The Corporation shall indemnify to the fullest extent
      permitted by the Business Corporation Law any person (an “indemnitee”) made, or
      threatened to be made, a party to an action or proceeding, whether civil or
      criminal, including an action by or in the right of the Corporation or any
      other
      corporation of any type or kind, domestic or foreign, or any partnership, joint
      venture, trust, employee benefit plan or other enterprise (a “Proceeding”),
      which any Director or officer of the Corporation served in any capacity at
      the
      request of the Corporation, by reason of the fact that he, his testator or
      intestate, was a Director or officer of the Corporation, or served such other
      corporation, partnership, joint venture, trust, employee benefit plan or other
      enterprise in any capacity, against judgments, fines, amounts paid in settlement
      and reasonable expenses, including attorneys’ fees actually and necessarily
      incurred as a result of such action or proceeding, or any appeal
      therein.





The
      right
      of indemnification conferred by this By-Law shall not be deemed exclusive of
      any
      other rights to which an indemnitee may be entitled, whether provided by law
      or
      contained in the Certificate of Incorporation or By-Laws, or a resolution of
      shareholders, a resolution of Directors, or an agreement providing for such
      indemnification or otherwise.





Section
      2. Deleted as of April 16, 1990.





Section
      3. Advancement of
      Expenses. All reasonable expenses incurred by or on behalf of the
      indemnitee in connection with any Proceeding shall be advanced from time to
      time
      to the indemnitee by the Corporation promptly after the receipt by the
      Corporation of a statement from the indemnitee requesting such advance, whether
      prior to or after final disposition of such Proceeding. The advancement or
      reimbursement of expenses to an indemnitee shall be made within 20 days after
      the receipt by the Corporation of a request therefor from the indemnitee. Such
      request shall reasonably evidence the expenses incurred or about to be incurred
      by the indemnitee and, if required by law at the time of such advance, shall
      include or be accompanied by an undertaking by or on behalf of the indemnitee
      to
      repay the amounts advanced if it should ultimately be determined that the
      indemnitee is not entitled to be indemnified against such expenses or to retain
      the sums so advanced.





Section
      4. Insurance Contracts
      and Funding. The Corporation may purchase and maintain insurance to
      protect itself and any person who is, or may become, an officer, Director,
      employee, agent, attorney, trustee or representative (any of the foregoing
      being
      herein referred to as a “Representative”) of the Corporation or, at the request
      of the Corporation, a Representative of another corporation or entity, against
      any expenses, liability or loss asserted against him or incurred by him in
      connection with any Proceeding in any such capacity or arising out of his status
      as such, whether or not the Corporation would have the power to indemnify him
      against such expenses, liability or loss under the provisions of this By-Law
      or
      otherwise. The Corporation may enter into contracts with any Representatives
      of
      the Corporation, or any person serving as such at the request of the Corporation
      for an other corporation or entity, in furtherance of the provisions of this
      By-Law. Such contracts shall be deemed specifically approved and authorized
      by
      the shareholders of the Corporation and not subject to invalidity by reason
      of
      any interested Directors. The Corporation may create a trust fund, grant a
      security interest or use other means (including, without limitation, a letter
      of
      credit) to ensure the payment of such amounts as may be necessary to effect
      indemnification of any person entitled thereto.





Section
      5. Severability;
      Statutory Alternative. If any provisions or provisions of this By-Law
      shall be held to be invalid, illegal or unenforceable for any reason whatsoever
      (a) the validity, legality and enforceability of all of the remaining provisions
      of this By-Law shall not in any way be affected or impaired thereby; and (b),
      to
      the fullest extent possible, the remaining provisions of this By-Law shall
      be
      construed so as to give effect to the intent manifested by the provision held
      invalid, illegal or unenforceable. In the event that the indemnitee elects,
      as
      an alternative to the procedures specified in this By-Law, to follow one of
      the
      procedures authorized by applicable corporate law or statute to enforce his
      right to indemnification and notifies the Corporation of his election, the
      Corporation agrees to follow the procedure so elected by the indemnitee. If
      in
      accordance with the preceding sentence, the procedure therefor contemplated
      herein or the procedure elected by the indemnitee in any specific circumstances
      (or such election by the indemnitee) shall be invalid or ineffective in bringing
      about a valid and binding determination of the entitlement of the indemnitee
      to
      indemnification, the most nearly comparable procedure authorized by applicable
      corporate law or statute shall be followed by the Corporation and the
      indemnitee.





Section
      6. Procedure for
      Determination of Entitlement to Indemnification. (a) To obtain
      indemnification (except with respect to the advancement of expenses), an
      indemnitee shall submit to the President or Secretary of the Corporation a
      written request, including such documentation and information as isreasonably available
      to
      the indemnitee and reasonably necessary to determine whether and to what extend
      the indemnitee is entitled to indemnification (the “Supporting Documentation”).
      The Secretary of the Corporation shall promptly advise the Board of Directors
      in
      writing that the indemnitee has requested indemnification. The determination
      of
      the indemnitee’s entitlement to indemnification shall be made not later than 60
      days after receipt by the Corporation of the written request and Supporting
      Documentation.





(b)
      The indemnitee’s entitlement to
      indemnification shall be determined in one of the following ways:





(i)
      by a majority vote of the
      Disinterested Directors (as hereinafter defined) (which term shall mean the
      Disinterested Director, if there is only one); (ii) by a written opinion of
      the
      Independent Counsel (as hereinafter defined) if (x) a majority of the
      Disinterested Directors so directs; (y) there is no Disinterested Director;
      or
      (z) a Change of Control (as hereinafter defined) shall have occurred and the
      indemnitee so requests, in which case the Disinterested Directors shall be
      deemed to have so directed; (iii) by the shareholders of the Corporation (but
      only if a majority of the Disinterested Directors determines that the issue
      of
      entitlement of indemnification should be submitted to the shareholders for
      their
      determination); or (iv) as provided in Section 7 of this
      By-Law.





(c)
      In
      the event the determination of entitlement to indemnification is to be made
      by
      Independent Counsel pursuant to Section 6(b) of this By-Law, a majority of
      the
      Disinterested Directors shall select the Independent Counsel, but only an
      Independent Counsel to which the indemnitee does not reasonably object;
      provided, however, that if a Change of Control shall have occurred, the
      indemnitee shall select such Independent Counsel, but only an Independent
      Counsel to which the Board of Directors does not reasonably object.





(d)
      To
      the extent required by law or statute, the Corporation shall notify shareholders
      or any other persons of expenses or other amounts paid by way of indemnification
      in a timely manner.





Section
      7. Presumptions and
      Effect of Certain Proceedings. Except as otherwise expressly provided in
      this By-Law, the indemnitee shall be presumed to be entitled to indemnification
      upon submission of a request for indemnification together with the Supporting
      Documentation, and thereafter in any determination or review of any
      determination, and in any arbitration, proceeding or adjudication, the
      Corporation shall have the burden of proof to overcome that presumption in
      reaching a contrary determination. In any event, if the person or persons
      empowered under Section 6(b) of this By-Law to determine entitlement to
      indemnification shall not have been appointed or shall not have made a
      determination within 60 days after receipt by the Corporation of the request
      therefor together with the Supporting Documentation, the indemnitee shall be
      deemed to be entitled to indemnification, In either case, the indemnitee shall
      be entitled to such indemnification, unless (a) the indemnitee misrepresented
      or
      failed to disclose a material fact in making the request for indemnification
      or
      in the Supporting Documentation or (b) such indemnification is prohibited by
      law, in either case as finally determined by adjudication or, at the
      indemnitee’s sole option, arbitration (as provided in Section 8 of this By-Law).
      The termination of any Proceeding, or of any claim, issue or matter therein,
      by
      judgment, order, settlement or conviction, or upon a plea of nolo contendere
      or
      its equivalent, shall not, of itself, adversely affect the right of the
      indemnitee to indemnification or create any presumption with respect to any
      standard of conduct or belief or any other matter which might form a basis
      for a
      determination that the indemnitee is not entitled to indemnification. With
      regard to the right to indemnification for expenses, (a) if and to the extent
      that the indemnitee has been successful on the merits or otherwise in any
      Proceeding, or (b) if a Proceeding was terminated without a determination of
      liability on the part of the indemnitee with respect to any claim, issue or
      matter therein or without any payments in settlement or compromise being made
      by
      the indemnitee with respect to a claim, issue or matter therein, or (c) if
      and
      to the extent that the indemnitee was not a party to the Proceeding, the
      indemnitee shall be deemed to be entitled to indemnification, which entitlement
      shall not be defeated or diminished by any determination which may be made
      pursuant to clauses (i), (ii) or (iii) of Section 6(b). The indemnitee shall
      be
      presumptively entitled to indemnification in all respects for any act, omission
      or conduct taken or occurring which (whether by condition or otherwise) is
      required, authorized or approved by any order issued or other action by any
      commission or governmental body pursuant to any federal statute or state statute
      regulating the Corporation.





Section
      8. Remedies of
      Indemnitee. (a) In the event that a determination is made pursuant to
      Section 6 of this By-Law that the indemnitee is not entitled to indemnification
      under this By-Law, (i) the indemnitee shall be entitled to seek an adjudication
      of his entitlement to such indemnification either, at the indemnitee’s sole
      option, in an appropriate court of the State of New York or any other court
      of
      competent jurisdiction or, to the extent consistent with law, arbitration to
      be
      conducted by three arbitrators (or, if the dispute involves less than $100,000,
      by a single arbitrator) pursuant to the rules of the American Arbitration
      Association; (ii) any such judicial Proceeding or arbitration shall be de novo
      and the indemnitee shall not be prejudiced by reason of such adverse
      determination; and (iii) in any such judicial Proceeding or arbitration the
      Corporation shall have the burden of proof that the indemnitee is not entitled
      to indemnification under this By-Law.





(b)           If
      a determination shall have been made or deemed to have been made, pursuant
      to
      Sections 6 or 7 of this By-Law, that the indemnitee is entitled to
      indemnification, the Corporation shall be obligated to pay the amounts
      constituting such indemnification within five days after such determination
      has
      been made or deemed to have been made and shall be conclusively bound by such
      determination, unless (i) the indemnitee misrepresented or failed to disclose
      a
      material fact in making the request for indemnification or in the Supporting
      Documentation or (ii) such indemnification is prohibited by law, in either
      case
      as finally determined by adjudication or, at the indemnitee’s sole option,
      arbitration (as provided in Section 8 (a) of this By-Law). In the event that
      advancement of expenses is not timely made by the Corporation pursuant to this
      By-Law or payment of indemnification has been made or deemed to have been made
      pursuant to Section 6 or 7 of this By-Law, the indemnitee shall be entitled
      to
      seek judicial enforcement of the Corporation’s obligations to pay to the
      indemnitee such advancement of expense of indemnification. Notwithstanding
      the
      foregoing, the Corporation may bring an action, in an appropriate court in
      the
      State of New York or any other court of competent jurisdiction, contesting
      the
      right of the indemnitee to receive indemnification hereunder due to an
      occurrence or circumstance described in subclause (i) of this Section or a
      prohibition of law (both of which are herein referred to as a “Disqualifying
      Circumstance”). In either instance, if the indemnitee shall elect, at his sole
      option, that such dispute shall be determined by arbitration (as provided in
      Section 8(a) of this By-Law), the indemnitee and the Corporation shall submit
      the controversy to arbitration. In any such enforcement action or other
      proceeding, whether brought by the indemnitee or the Corporation, the indemnitee
      shall be entitled to indemnification unless the Corporation can satisfy the
      burden or proof that indemnification is prohibited by reason of a Disqualifying
      Circumstance.





(c)           
      The Corporation shall be precluded from asserting in any judicial Proceeding
      or
      arbitration commenced pursuant to this Section 8 that the procedures and
      presumptions of this By-Law are not valid, binding and enforceable and shall
      stipulate in any such court or before any such arbitrator or arbitrators that
      the Corporation is bound by all the provisions of this By-Law.





(d)           
      In the event that the indemnitee, pursuant to this By-Law, seeks a judicial
      adjudication of or an award in arbitration to enforce his rights under, or
      to
      recover damages for breach of, this By-Law, or is otherwise involved in any
      adjudication or arbitration with respect to his right to indemnification, the
      indemnitee shall be entitled to recover from the Corporation, and shall be
      indemnified by the Corporation against, any expenses actually and reasonably
      incurred by him if the indemnitee prevails in such judicial adjudication or
      arbitration and such expenses as are allowed by a court or arbitration or
      otherwise on an interim basis. If it shall be determined in such judicial
      adjudication or arbitration that the indemnitee is entitled to receive part
      but
      not all of the indemnification or advancement of expenses sought, the expenses
      incurred by the indemnitee in connection with such judicial adjudication or
      arbitration shall be prorated accordingly.





Section
      9. Definitions.
      For purposes of indemnification under this By-Law or otherwise:





(a)                   
      A “Change in Control” shall be deemed to have occurred if (i) any “person”, as
      such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act
      of
      1934, as amended (the “Act”), is or becomes the “beneficial owner” (as defined
      in Rule l3d-3 under the Act), directly or indirectly, of securities of the
      Corporation representing 20% or more of the combined voting power of the
      Corporation’s then outstanding securities without the prior approval of at least
      two-thirds of the members of the Board of Directors in office immediately prior
      to such acquisition; (ii) the Corporation is a party to a merger, consolidation,
      sale of assets or other reorganization, or a proxy contest, as a consequence
      of
      which, members of the Board of Directors in office immediately prior to such
      transaction or event constitute less than a majority of the Board of Directors
      thereafter; or (iii) during any period of two consecutive years, individuals
      who
      at the beginning of such period constituted the Board of Directors (including
      for this purpose any new Director whose election or nomination for election
      by
      the Corporation’s shareholders was approved by a vote of at least two-thirds of
      the Directors then still in office who were Directors at the beginning of such
      period) cease for any reason to constitute at least a majority of the Board
      of
      Directors.





(b)           
      “Disinterested Director” means a Director of the Corporation who is not or was
      not a material party to the Proceeding in respect of which indemnification
      is
      sought by the indemnitee.





(c)           
      “Independent Counsel” means a law firm or a member of a law firm that neither
      presently is, nor in the past five years has been, retained to represent (i)
      the
      Corporation or the indemnitee in any matter or (ii) any other party to the
      Proceeding giving rise to a claim for indemnification under this By-Law.
      Notwithstanding the foregoing, the term “Independent Counsel” shall not include
      any person who, under the applicable standards of professional conduct then
      prevailing under the law of the State of New York, would have a conflict of
      interest in representing either the Corporation or the indemnitee in an action
      to determine the indemnitee’s rights under this By-Law.





Section
      10. Amendments.
      Article X of the By-Laws may be amended by action of the Board of Directors,
      without action of the shareholders, but only in a manner consistent with the
      policy of the Company set forth in the Certificate of Incorporation to indemnify
      its Directors and officers to the fullest extent.