EXHIBIT 3.11




                                   ARTICLE IX

                                 INDEMNIFICATION
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Section 1.    Actions by or in the Right of the Corporation
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Any person made a party to an action by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he, his testator or
intestate, is or was a Director or officer of the Corporation shall be
indemnified by the Corporation against the reasonable expenses, including
attorneys, fees, actually and necessarily incurred by him in connection with the
defense of such action or in connection with an appeal thereof, to the fullest
extent permitted by the laws of State of New Jersey.


Section 2.    Action or Proceeding Other than by or in the Right of the
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              Corporation
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Any person made or threatened to be made a party to an action or proceeding
other than one by or in the right of the Corporation to procure a judgment in
its favor, whether civil or criminal, including an action by or in the right of
any other corporation of any type or kind, domestic or foreign, 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 in any
capacity, shall be indemnified by the Corporation 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, if such Director or officer acted in good faith for a
purpose which he reasonably believed to be in the best interests of the
Corporation and, in criminal actions or proceedings, in which he had no
reasonable cause to believe that his conduct was unlawful. The termination of
any such civil or criminal action or proceeding by judgment, settlement,
conviction or upon a plea of nolo contendere, or its equivalent, shall not in
itself create a presumption that any such Director or officer did not act in
good faith for a purpose which he reasonably believed to be in the best
interests of the Corporation or that he had reasonable cause to believe that his
conduct was unlawful.


Section 3.    Opinion of Counsel
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In taking any action or making any determination pursuant to this Article, the
Board of Directors and each Director, officer or employee, whether or not
interested in any such action or determination, may rely upon an opinion of
counsel selected by the Board.


Section 4.    Other Indemnification; Limitation
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Officers and Directors shall also be indemnified to the fullest extent permitted
under Section 14A: 3-5 of the Business Corporation Act of the State of New
Jersey, as amended from time to time. The Corporation's obligations under this
Article shall not be exclusive or in limitation of but shall be in addition to
any other rights to which any such person may be entitled under any other
Provision of these By-Laws, or by contract, or as a matter of law, or otherwise.
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All of the provisions of this Article IX of the By-Laws shall be valid only to
the extent permitted by the Certificate of Incorporation and the laws of the
State of New Jersey.


Section 5.    Insurance; Deductible
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The Corporation may purchase and maintain insurance on behalf of any officer or
Director against any expenses incurred in any proceeding and any liabilities
asserted against him by reason of his being or having been an officer or
Director, whether or not the Corporation would have the power to indemnify him
against such expenses and liabilities under the provisions of this Article IX.
The Corporation may purchase insurance from, or such insurance may be reinsured
in whole or in part by, an insurer owned by or otherwise affiliated with the
Corporation, whether or not such insurer does business with other insureds. In
the event the Corporation purchases and maintains insurance on behalf of any
officer or Director, the Corporation shall be solely responsible for payment of
any deductible(s) required under or in connection with such insurance.

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