As Amended through February 20, 2009


                          AMENDED AND RESTATED BY-LAWS

                                       OF

                         ESPEY MFG. & ELECTRONICS CORP.


                                    ARTICLE I

                                     OFFICES

         The office of Espey Mfg. & Electronics Corp. (the "Corporation")  shall
be located in the County of Saratoga,  State of New York.  The  Corporation  may
also have offices at such other  places  within or without the State of New York
as the Board of Directors  (the "Board") may from time to time  determine or the
business of the Corporation may require.

                                   ARTICLE II

                                  SHAREHOLDERS

Section 1. Place of  Meetings.  Meetings  of  shareholders  shall be held at the
           ------------------
office of the  Corporation or at such other place within or without the State of
New York as the Board shall authorize.

Section 2. Annual Meetings. A meeting of the shareholders shall be held annually
           ---------------
for the election of directors and the  transaction or such other business as may
properly  come before the meeting on any business day,  chosen by the Board.  In
the event the Board fails to determine  the date and time of the  meeting,  such
meeting  shall be held on the same day as the prior year's  meeting,  or if such
day is a Saturday, Sunday or holiday, on the next succeeding business day.

Section 3. Special Meetings.  Special meetings of the shareholders may be called
           ----------------
by the  Board  for any  purpose  or  purposes.  The time and  place at which any
special meeting of the  shareholders  shall be held shall be fixed by the Board.
Business  transacted at a special meeting of the shareholders  shall be confined
to the purpose or purposes  set forth in the notice of such  meeting.  Except as
required under Section 603 of the Business  Corporation  Law of the State of New
York (the  "BCL"),  shareholder  proposals  shall not be  considered  at special
meetings.

Section 4. Notice of Shareholders'  Meetings.  Written notice of each meeting of
           ---------------------------------
shareholders  shall  state the  purpose  or  purposes  for which the  meeting is
called,  the place,  date and hour of the meeting  and,  unless it is the annual
meeting,  shall  indicate  that it is being issued by or at the direction of the
person or persons calling the meeting.  Notice shall be given either  personally
or by mail to each shareholder  entitled to vote at such meeting,  not less than
ten nor more than sixty  days  before the date of the  meeting.  If mailed,  the
notice is given when deposited in the United States mail,  with postage  thereon
prepaid,  directed to the shareholder at his address as it appears on the record
of shareholders, or, if he shall have filed with the secretary a written request
that  notices to him be mailed to some other  address,  then  directed to him at
such other  address.  If, at any  meeting,  action is proposed to be taken which
would, if taken, entitle shareholders fulfilling the requirements of Section 623
of the BCL to receive payment for

                                       5
<PAGE>

their  shares,  the notice of such  meeting  shall  include a statement  of that
purpose and to that effect and shall be  accompanied by a copy of Section 623 of
the BCL or an  outline  of its  material  terms.  If any  by-law  regulating  an
impending  election of directors  is adopted,  amended or repealed by the Board,
there shall be set forth in the notice of the next meeting of  shareholders  for
the election of directors the by-law so adopted,  amended or repealed,  together
with a concise statement of the changes made.

Section 5. Waivers.  Notice of meeting need not be given to any  shareholder who
           -------
signs a waiver of  notice,  in person or by proxy,  whether  before or after the
meeting.  The attendance of any shareholder at a meeting, in person or by proxy,
without  protesting prior to the conclusion of the meeting the lack of notice of
such  meeting,  shall  constitute  a waiver of notice by such  shareholder.  Any
shareholder so waiving notice of such meeting shall be bound by the  proceedings
of any such meeting in all respects as if due notice thereof had been given.

Section 6.  Quorum of  Shareholders.  Unless the  certificate  of  incorporation
            -----------------------
provides  otherwise,  the holders of a majority  of the shares  entitled to vote
thereat  shall  constitute  a  quorum  at a  meeting  of  shareholders  for  the
transaction of any business,  provided that when a specified item of business is
required to be voted on by a class or series,  voting as a class, the holders of
a majority of the shares of such class or series  shall  constitute a quorum for
the  transaction  of such  specified  item of  business.  When a quorum  is once
present to organize a meeting, it is not broken by the subsequent  withdrawal of
any shareholders.

Section 7. Adjourned Meetings. The shareholders present at a meeting may adjourn
           ------------------
the  meeting  despite  the  absence  of  a  quorum.   When  a  determination  of
shareholders  of  record  entitled  to notice  of or to vote at any  meeting  of
shareholders  has been made, such  determination  shall apply to any adjournment
thereof,  unless the Board fixes a new record date for the adjourned  meeting in
which event a notice of the adjourned meeting shall be given to each shareholder
of record  entitled  to vote at the  meeting.  When a meeting  is  adjourned  to
another  time or place,  it shall  not be  necessary  to give any  notice of the
adjourned  meeting if the time and place to which the meeting is  adjourned  are
announced at the meeting at which the adjournment is taken, and at the adjourned
meeting any business may be  transacted  that might have been  transacted on the
original date of the meeting.  However, if after the adjournment the Board fixes
a new record date for the adjourned  meeting,  a notice of the adjourned meeting
shall be given to each  shareholder of record on the new record date entitled to
notice.

Section 8. List of  Shareholders  at Meeting.  A list of  shareholders as of the
           ---------------------------------
record  date,  certified by the  secretary  or an assistant  secretary or by the
Corporation's  transfer agent, if there be one, shall be produced at any meeting
of shareholders upon the request thereat or prior thereto of any shareholder. If
the right to vote at any meeting is challenged,  the inspectors of election,  or
person presiding thereat, shall require such list of shareholders to be produced
as evidence of the right of the persons challenged to vote at such meeting,  and
all  persons  who  appear  from such list to be  shareholders  entitled  to vote
thereat may vote at such meeting.

Section  9.  Advance  Notice of  Shareholder  Nominees  for  Director  and Other
             -------------------------------------------------------------------
Shareholder Proposals for Consideration at the Annual Meeting.
-------------------------------------------------------------

         (a) At the 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 the meeting, a matter,  including,  without  limitation,
any nomination for director, must be: (i) specified in the notice of meeting (or
any  supplement  thereto)  given  by or at  the  direction  of the  Board;  (ii)
otherwise  properly  brought  before the meeting by or at the  direction  of the
Board; or (iii)

                                       6
<PAGE>

otherwise properly brought before the meeting by a shareholder  entitled to vote
at such meeting who complies fully with the notice requirements set forth below.
Nothing in this  Section 9 shall be deemed to affect any rights of  shareholders
to request inclusion of proposals in the Corporation's  proxy statement pursuant
to Rule 14a-8 of the Securities and Exchange Commission. A proposal submitted by
a shareholder for inclusion in the  Corporation's  proxy statement for an annual
meeting that is appropriate  for inclusion  therein and otherwise  complies with
such Rule shall be deemed to have also been submitted on a timely basis pursuant
to this Section 9.

         (b) A notice of the intent of a  shareholder  to bring a matter  before
the meeting ("Notice of Intent"),  including, without limitation, any nomination
for  director,  shall be made in writing and  received by the  secretary  of the
Corporation  not more than one  hundred  and eighty  (180) days or less than the
later of one hundred and twenty  (120) days in advance of the first  anniversary
of the date on which the Corporation  held its annual meeting in the immediately
preceding  year;  provided,  however,  that in the case of an annual  meeting of
shareholders  that is called for a date that is not within  thirty (30) calendar
days  before  or after the  first  anniversary  date of the  annual  meeting  of
shareholders in the  immediately  preceding year, any such Notice of Intent must
be received by the secretary not less than five (5) business days after the date
the Corporation shall have issued a press release,  filed a periodic report with
the Securities and Exchange Commission or otherwise publicly disseminated notice
that an annual meeting of shareholders will be held.

     (c) Every Notice of Intent shall set forth:

         (i) the name and residence  address of the  shareholder  who intends to
make a nomination or bring up any other matter;

         (ii) the number of shares of stock held of record and  beneficially  by
such shareholder;

         (iii) the name in which all such shares of stock are  registered on the
stock transfer books of the Corporation;

         (iv)  a  representation  that  the  shareholder  is  a  holder  of  the
Corporation's  voting  stock and  intends to appear in person or by proxy at the
meeting to make the nomination or bring up the matter specified in the notice;

         (v) a brief  description of the business desired to be submitted at the
annual meeting,  including the complete text of any  resolutions  intended to be
presented at the annual meeting, and the reasons for conducting such business at
the annual meeting;

         (vi) any  personal  or  material  interest  of the  shareholder  in the
business to be submitted;

         (vii) all other information relating to the proposed business which may
be required to be disclosed under applicable law;

         (viii)  with  respect  to a Notice of Intent  to make a  nomination,  a
description of all arrangements or understandings among the shareholder and each
nominee and any other person or persons  (who shall be named)  pursuant to which
the nomination or nominations are to be made by the shareholder;

                                       7
<PAGE>

         (ix) such  other  information  regarding  the matter  proposed  by such
shareholder  as would be  required to be  included  in a proxy  statement  filed
pursuant to the proxy rules of the  Securities  and Exchange  Commission  if the
matter had been proposed for consideration by the Board; and

         (x) such other  information  regarding  each  nominee (in the case of a
Notice of Intent to make a nomination)  proposed by such shareholder as would be
required to be included in a proxy  statement  filed pursuant to the proxy rules
of the  Securities and Exchange  Commission,  had each nominee been nominated by
the Board.

Each Notice of Intent to make a nomination  shall be  accompanied by the written
consent of each nominee to serve as director of the Corporation if so elected.

         (d) In addition,  a shareholder  seeking to submit such business at the
meeting shall promptly provide any other information reasonably requested by the
Board.

         (e) If a timely  furnished  Notice of Intent fails,  in the  reasonable
judgment of the Board,  or the  Nominating  Committee in the case of a Notice of
Intent to make a nomination,  to contain the applicable information specified in
paragraph  (c)  above,  or is  otherwise  deficient,  the  Board  or  Nominating
Committee shall, as promptly as is practicable under the circumstances,  provide
written  notice to the  shareholder  who  submitted  the Notice of Intent of the
failure or deficiency  and such  shareholder  shall have five business days from
receipt of such notice to submit a revised  Notice of Intent that  corrects such
failure or deficiency in all material respects.

         (f) At the meeting of  shareholders,  the chairman shall declare out of
order and disregard  any  nomination or other matter not presented in accordance
with this Section 9.

Section  10.  Voting.  Except as  otherwise  required  by  applicable  law or as
              ------
provided in the certificate of  incorporation,  at each and every meeting of the
shareholders,  every registered  shareholder shall be entitled to vote in person
or by proxy appointed by an instrument in writing.  Every  shareholder of record
shall be entitled to one vote for every share standing in his name on the record
of shareholders. Except as otherwise agreed, shares standing in the names of two
or  more  persons  shall  be  voted  or  represented  in  accordance   with  the
determination  of the majority of such persons,  or, if only one of such persons
is present in person or represented  by proxy,  such person shall have the right
to vote such shares and such shares  shall be deemed to be  represented  for the
purpose of determining a quorum.  Only persons in whose names shares entitled to
vote  stand on the stock  records  of the  Corporation  on the  record  date for
determining the shareholders  entitled to vote at said meeting shall be entitled
to vote at such meeting.  Directors shall be elected by a plurality of the votes
cast at a meeting of the  shareholders by the holders of shares entitled to vote
in the  election,  and any  other  corporate  action  to be taken by vote of the
shareholders shall be authorized by a majority of the votes cast at a meeting of
shareholders by the holders of shares  entitled to vote thereon,  a quorum being
present.

Section  11.  Proxies.  Every  shareholder  entitled  to  vote at a  meeting  of
              -------
shareholders  or to express  consent or dissent  without a meeting may authorize
another  person or  persons  to act for him by  proxy.  Every  proxy  must be in
writing and signed by the shareholder or his attorney-in-fact. No proxy shall be
valid after  expiration of eleven months from the date thereof unless  otherwise
provided in the proxy.  Every proxy shall be  revocable  at the  pleasure of the
shareholder  executing  it,  except as otherwise  provided by law. In connection
with any proxy  statement  distributed by the Board,  the persons  designated as
proxies  shall  be  independent  directors,  as that  term is  defined  in these
by-laws.

                                       8
<PAGE>

Section 12. Inspectors at Shareholders'  Meetings.  The Board, in advance of any
            -------------------------------------
shareholders'  meeting, may appoint one or more inspectors to act at the meeting
or any  adjournment  thereof.  If inspectors  are not so  appointed,  the person
presiding at a shareholders'  meeting may, and on the request of any shareholder
entitled to vote thereat,  shall,  appoint one or more  inspectors.  In case any
person  appointed  fails  to  appear  or  act,  the  vacancy  may be  filled  by
appointment made by the Board in advance of the meeting or at the meeting by the
person presiding thereat. Each inspector,  before entering upon the discharge of
his  duties,  shall take and sign an oath  faithfully  to execute  the duties of
inspector at such meeting with strict  impartiality and according to the best of
his ability. The inspectors shall determine the number of shares outstanding and
the voting power of each, the shares  represented at the meeting,  the existence
of a quorum,  the  validity  and effect of  proxies,  and shall  receive  votes,
ballots or consents,  hear and determine all challenges and questions arising in
connection  with the right to vote,  count and  tabulate  all votes,  ballots or
consents,  determine  the result,  and do such acts as are proper to conduct the
election  or vote with  fairness to all  shareholders.  On request of the person
presiding  at the  meeting or any  shareholder  entitled  to vote  thereat,  the
inspectors  shall make a report in writing of any challenge,  question or matter
determined  by them and  execute a  certificate  of any fact found by them.  Any
report or  certificate  made by them shall be prima facie  evidence of the facts
stated and of the vote as certified by them.

Section 13. Organization. (a) At every meeting of the shareholders, the chairman
            ------------
of the meeting shall be the Chairman of the Board,  or, in his absence the Chief
Executive  Officer,  or in the absence of both, a majority of the members of the
Board  present  in person at such  meeting  may  appoint  any other  officer  or
director to act as chairman of the meeting.

         (b) The  Secretary  of the  Corporation  shall act as  secretary of all
meetings of the shareholders.  In the absence of the Secretary,  the chairman of
the meeting shall appoint any other person to act as of the meeting.

Section 14. Written Consent of Shareholders. Whenever under the BCL shareholders
            -------------------------------
are required or  permitted to take any action by vote,  such action may be taken
without a meeting on written consent,  setting forth the action so taken, signed
by the holders of all  outstanding  shares  entitled to vote  thereon or, if the
certificate of  incorporation  so permits,  signed by the holders of outstanding
shares having not less than the minimum  number of votes that would be necessary
to  authorize  or take such action at a meeting at which all shares  entitled to
vote  thereon  were  present  and  voted.  However,  this  section  shall not be
construed  to alter or modify  any  provision  of law or of the  certificate  of
incorporation  under which the  written  consent of the holders of less than all
outstanding shares is sufficient for corporate action.

                                       9
<PAGE>

                                   ARTICLE III

                                    DIRECTORS

Section 1.  General  Powers.  Subject to any  provision  in the  certificate  of
            ---------------
incorporation,  the business and  property of the  Corporation  shall be managed
under the direction of its Board.

Section 2. Qualifications. All of the directors shall be at least eighteen years
           --------------
of age, and at least one director  shall be a citizen of the United States and a
resident  of the  State  of New  York.  A  majority  of the  directors  shall be
"independent" as defined below.

Section 3. Number of Directors.
           -------------------

         (a) Generally.  The number of directors shall not be more than nine (9)
and not less than three (3).  Within the foregoing  range,  the actual number of
directors  shall be fixed from time to time,  and may be increased or decreased,
by a vote of the  shareholders  or by a majority  of the entire  Board.  "Entire
Board" shall mean the number of directors fixed at the applicable time.

         (b)  Definition  of  Independent  Director.  A person  qualifies  as an
"independent  director"  if such  person does not have a  relationship  with the
Corporation that would interfere with the exercise of independent judgment.  The
following  is a  non-exclusive  list of  persons  who  shall  not be  considered
independent:

                  (i) a person  who is  presently  an officer  or  employed,  or
during the period of three (3) years prior to the date such person's  membership
to the Board will be voted upon,  was an officer or employed by the  Corporation
or by any subsidiary of the Corporation;

                  (ii) a person who is (or is affiliated  with a firm or company
that  is) a  significant  advisor  or  consultant  to  the  Corporation  or  its
subsidiaries;

                  (iii) a person who is affiliated  with a significant  customer
or supplier of the Corporation or its subsidiaries;

                  (iv) a person who has a significant  personal service contract
with the Corporation or its subsidiaries;

                  (v) a person who is  affiliated  with a  tax-exempt  entity to
which the Corporation or its subsidiaries has made contributions that exceed, in
the  aggregate,  five  percent  (5%) of the  organization's  consolidated  gross
revenues for that year, or Two Hundred Thousand and 00/100  ($200,000)  Dollars,
whichever is less, in any of the  Corporation's  then three (3) previous  fiscal
years;

                  (vi) a person  who is  employed  as an  executive  officer  of
another  entity  where at any time  during  the  Corporation's  then  three  (3)
previous fiscal years any of the Corporation's executive officers served on that
entity's compensation committee;

                  (vii) a person who is a current  partner or shareholder of the
Corporation's outside auditor, or was a partner,  shareholder or employee of the
Corporation's  outside auditor

                                       10
<PAGE>

who  worked  on  the  Corporation's   audit  at  any  time  during  any  of  the
Corporation's then three (3) previous fiscal years; or

                  (viii) a  spouse,  parent,  sibling  or  child  of any  person
described in paragraphs (i) through (vii).

         (c) Additional Definitions.  Certain terms used in this Section 3 shall
have the meanings set forth below:

                  (i) "Affiliate" of a person, or a person  "affiliated with," a
specified person,  shall mean a person that directly,  or indirectly through one
or more  intermediaries,  controls,  or is  controlled  by,  or is under  common
control with, the specified person.

                  (ii) The term "control"  (including  the terms  "controlling,"
"controlled  by" and "under  common  control  with") shall mean the  possession,
direct  or  indirect,  of the power to  direct  or cause  the  direction  of the
management  and policies of a person,  whether  through the  ownership of voting
securities,  by contract, or otherwise;  provided,  however, that a person shall
not be deemed to control  another person solely because he is a director of such
other person.

                  (iii)  A  "subsidiary"  of  the  Corporation  shall  mean  any
corporation  a majority  of the  voting  shares of which is owned,  directly  or
indirectly through one or more other subsidiaries, by the Corporation.

                  (iv) A person shall be deemed to be, or to be affiliated with,
a  company  or  firm  that  is a  "significant  advisor  or  consultant  to  the
Corporation or its  subsidiaries"  if he, or it, as the case may be, received or
would receive fees or similar  compensation from the Corporation or a subsidiary
of the  Corporation  in excess of the  lesser of (A) three  percent  (3%) of the
consolidated gross revenues which the Corporation and its subsidiaries  received
for the sale of their  products and services  during the last fiscal year of the
Corporation;  (B) five percent (5%) of the gross  revenues of the person  during
the last calendar  year, if such person is a  self-employed  individual,  or (C)
five percent (5%) of the consolidated gross revenues received by such company or
firm for the sale of its products and services  during its last fiscal year,  if
the person is a company or firm;  provided,  however,  that  directors' fees and
expense  reimbursements,   payments  arising  solely  from  investments  in  the
Corporation's  securities and benefits  under a  tax-qualified  retirement  plan
shall not be included in the gross  revenues of an  individual  for  purposes of
this determination.

                  (v)  A  "significant  customer  of  the  Corporation  and  its
subsidiaries"  shall  mean  a  customer  from  which  the  Corporation  and  its
subsidiaries  collectively in the last fiscal year of the  Corporation  received
payments in  consideration  for the products and services of the Corporation and
its  subsidiaries  which are in excess of three percent (3%) of the consolidated
gross revenues of the Corporation and its subsidiaries during such fiscal year.

                  (vi) A  "significant  supplier  of  the  Corporation  and  its
subsidiaries"   shall  mean  a  supplier  to  which  the   Corporation  and  its
subsidiaries  made payments in  consideration  for the  supplier's  products and
services in excess of three percent (3%) of the consolidation  gross revenues of
the Corporation and its subsidiaries  during the  Corporation's  previous fiscal
year.

                  (vii) A person shall be deemed to have  "significant  personal
services  contract(s) with the Corporation or its  subsidiaries" if the fees and
other  compensation  received

                                       11
<PAGE>

by the person pursuant to personal services  contract(s) with the Corporation or
its  subsidiaries  exceeded  or would  exceed  five  percent  (5%) of his  gross
revenues during the last calendar year.

Section 4.  Election  and Term of  Directors.  The members of the Board shall be
            --------------------------------
elected at the annual meeting of  shareholders  by a plurality of the votes cast
at that meeting to serve for a term of three (3) years. Each director shall hold
office until the  expiration of the term for which he is elected,  and until his
successor  has been elected and  qualified,  or until his prior  resignation  or
removal.

Section  5.  Newly   Created   Directorships   and   Vacancies.   Newly  created
             -------------------------------------------------
directorships  resulting  from  an  increase  in the  number  of  directors  and
vacancies  occurring  in the Board for any  reason  may be filled by a vote of a
majority of the directors  then in office,  although less than a quorum  exists,
unless  otherwise  provided  in the  certificate  of  incorporation.  A director
elected  to  fill a  vacancy  shall  hold  office  until  the  next  meeting  of
shareholders  at which the election of the  directors is in the regular order of
business, and until his successor has been elected and qualified.

Section 6. Removal of Directors.  Any or all of the directors may be removed for
           --------------------
cause by vote of the shareholders or by action of the Board.

Section 7. Resignation of Directors. A director may resign at any time by giving
           ------------------------
written notice to the Board, the Chief Executive Officer or the Secretary of the
Corporation.  Unless otherwise  specified in the notice,  the resignation  shall
take effect upon receipt thereof by the Board or such officer. The acceptance of
a resignation  shall not be necessary to make it effective,  but no  resignation
shall discharge any accrued obligation or duty of a director.

Section 8. Quorum of Directors.  Unless otherwise provided in the certificate of
           -------------------
incorporation,  a majority of the entire board shall constitute a quorum for the
transaction of business or of any specified item of business.

Section  9.  Action  of  the  Board.  Unless  otherwise  required  by law or the
             ----------------------
certificate of incorporation, the vote of a majority of the directors present at
the time of the vote,  if a quorum is present at such time,  shall be the act of
the Board. Each director present shall have one vote regardless of the number of
shares, if any, which he may hold.

Section 10. First Meeting.  After each annual  election of directors,  the Board
            -------------
shall meet for the purpose of organization and the transaction of other business
on the same day on which such  annual  meeting is held.  Notice of such  meeting
need not be given.  If not so held,  such first meeting may be held at any other
time,  as soon as  practicable  after  such  annual  election,  which  shall  be
specified in a notice given as hereinafter  provided for special meetings of the
Board.

Section 11.  Regular  Meetings.  Regular  meetings of the Board,  other than the
             -----------------
first meeting,  may be held without notice at such times and places as the Board
may determine.

Section 12. Special Meetings. Special meetings of the Board may be called by the
            ----------------
Secretary  or an  assistant  secretary  upon the request of the  Chairman of the
Board,  if there be one,  or of the Chief  Executive  Officer or on the  written
request of any two members of the Board.  Except as  otherwise  specified in the
notice  thereof,  as required by statute,  the certificate of  incorporation  or
these by-laws, any and all business may be transacted at any special meeting.

                                       12
<PAGE>

Section 13. Place of Meetings. Meetings of the Board shall be held at the office
            -----------------
of the  Corporation  in the State of New York or at such other  place  within or
without the State of New York as may be designated by the Board.

Section 14. Notice of Meetings of the Board;  Adjournment.  Regular  meetings of
            ---------------------------------------------
the Board  may be held  without  notice at such time and place as it shall  from
time to time determine.  Special meetings of the Board shall be held upon notice
to the  directors by or at the  direction  of the person or persons  calling the
meeting by mail to each member at least  seventy two (72) hours before the start
of the meeting or by telegram,  telephone,  or personal delivery at least twenty
four (24) hours before the start of the meeting. Notice of a meeting need not be
given to any director who submits a waiver of notice whether before or after the
meeting, or who attends the meeting without protesting,  prior thereto or at its
commencement,  the lack of notice to him. A notice  need not specify the purpose
or purposes of any meeting. A majority of the directors present,  whether or not
a quorum is present,  may adjourn any meeting to another time and place.  Notice
of any adjourned meeting need not be given otherwise than by announcement at the
meeting at which the adjournment is taken.

Section 15.  Waiver of Notice.  Anything in these  by-laws or in any  resolution
             ----------------
adopted by the Board  notwithstanding,  any notice  required  to be given to any
director may be waived by him in writing,  including waiver by telegraph,  cable
or wireless  communication.  Any  meeting of the Board shall be a legal  meeting
without any notice  having been given or  regardless of the giving of any notice
or the adoption of any resolution in reference  thereto,  if every member of the
Board shall be present thereat or has signed a written waiver of notice.

Section 16. Action by Board by Written Consent. Any action required or permitted
            ----------------------------------
to be taken by the Board or any committee thereof may be taken without a meeting
if all members of the Board or the committee  consent in writing to the adoption
of a resolution authorizing the action.

Section 17. Director and Committee  Action by Conference  Telephone.  Any one or
            -------------------------------------------------------
more members of the Board or any committee  thereof may participate in a meeting
of such  Board or  committee  by  means of a  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.

                                       13
<PAGE>

Section 18. Committees of the Board.
            -----------------------

         (a) Generally.  As long as the  Corporation is subject to the reporting
requirements  under the Exchange  Act,  the Board,  by  resolution  adopted by a
majority of the entire Board,  shall  designate  from among its members an audit
committee,  and a nominating  committee.  The Board, by resolution  adopted by a
majority of the entire Board,  may designate from among its members an executive
committee and other  committees.  Each  committee of the Board shall have one or
more directors,  and shall have the authority  accorded to it in accordance with
the  resolution  providing  for  the  committee's  creation  or  the  applicable
committee  charter adopted by the Board, from time to time, except to the extent
inconsistent with Section 712 of the BCL, or successor statutory provision.  All
committees,  as applicable,  shall be in compliance with the applicable rules of
the  Securities  and  Exchange  Commission,  and the  listing  standards  of the
American  Stock   Exchange,   Inc.,  or  such  other  exchange  upon  which  the
Corporation's  securities are listed for trading. The Board may designate one or
more directors as alternate  members of any such committee,  who may replace any
absent member or members at any meeting of such  committee.  Each such committee
shall serve at the pleasure of the Board.

         (b)      The Nominating Committee

                  (i) The  Committee,  composed of three (3)  directors,  all of
whom  shall  be  "independent  directors"  as  defined  in  the  by-laws  of the
Corporation,   shall  identify  and  recommend  to  the  Board  individuals  for
nomination to fill vacancies in, and for renomination to, positions as directors
of the Corporation.

                  (ii)  The  members  of  the  nominating   committee  shall  be
appointed by the Board,  which shall also designate a chairman of the nominating
committee.  Nominating  committee members shall serve until their successors are
duly elected and qualified or until their resignation or removal. The members of
the nominating  committee may be removed,  with or without cause,  by a majority
vote of the Board.

                  (iii) The  nominating  committee  shall meet as  frequently as
circumstances dictate. Meetings may be called by the chairman of the Board or by
any member of the nominating committee. Meetings of the nominating committee may
be held telephonically.

                  (iv) The nominating  committee may invite to its meetings such
persons it deems  appropriate  in order to carry out its  responsibilities.  The
nominating committee may also exclude from meetings of the committee any persons
it deems appropriate in order to carry out its responsibilities.

                  (v)  The   nominating   committee   may   consult   with   the
Corporation's  attorneys in carrying out its responsibilities and shall have the
authority to retain experts and search firms as it deems appropriate,  including
the  authority  to approve  the fees  payable to such  parties.  The  nominating
committee   shall   have  the   following   functions   in   carrying   out  its
responsibilities as set forth in Section I of this Charter:

         1. Establishing criteria for the selection of directors to serve on the
Board.

         2.  Identifying  individuals  believed to be qualified as candidates to
         serve on the Board and recommending to the Board the candidates for all
         directors positions to be filled by the Board or by the shareholders at
         an annual or  special  meeting  in  accordance  with the  Corporation's
         by-laws.  In  identifying  candidates  for the  Board,  the  nominating

                                       14
<PAGE>

         committee   may  take  into  account  all  factors  that  it  considers
         appropriate, including, without limitation: (a) ensuring that the Board
         consists of individuals  with various and relevant  career  experience,
         relevant technical skills, industry knowledge and experience, financial
         expertise  (including  experience  that could  qualify a director  as a
         "financial  expert"  as that term is defined by the rules of the United
         States  Securities  and  Exchange  Commission  (the  "SEC")),  local or
         community  ties,  (b)  individual  qualifications  such as  strength of
         character,  familiarity with the  Corporation's  business and industry,
         independence and ability to work collegially,  (c) recommendations from
         the   Corporation's   chief  executive   officer,   which  may  include
         recommendations  for  Board  membership  by  other  senior  members  of
         management.  It is  anticipated  that  the  nominating  committee  will
         consider  the  extent  to which a  particular  candidate  would  fill a
         present need on the Board.

         3. Making  recommendations  to the Board as to whether the Board should
         adopt age or term limits or other retirement policies.

         4. Evaluating  candidates for nomination to the Board,  including those
         recommended by shareholders.

         5.   Conducting   appropriate   inquiries  into  the   backgrounds  and
         qualifications of possible candidates.

         6. Considering matters of independence,  possible conflicts of interest
         of members of the Board and executive  officers and whether  candidates
         for the Board have special interests that might impair their ability to
         represent the  interests of all  shareholders  or interact  collegially
         with the other directors.

         7.  Maintaining  minutes or other records of meetings and activities of
         the  nominating   committee  and  reporting   regularly  to  the  Board
         concerning the meetings and activities of the nominating committee.

                  (vi) The nominating committee shall,  periodically,  perform a
self-review  and  evaluation as to its  performance  and the  performance of its
members.  The  nominating  committee  shall  make  recommendations  to the Board
concerning such improvements to and amendments of this Corporation's certificate
of incorporation as the nominating committee considers necessary, appropriate or
valuable to the Corporation.


Section 19. Compensation of Directors. The Board shall have the power to fix and
            -------------------------
from  time  to  time  adjust  the  compensation,  if any,  to be  paid,  and the
travelling and incidental expenses to be reimbursed, to directors for attendance
at any regular or special  meeting of the Board,  or any committee of the Board.
The Board shall also have the power to fix or adjust the  compensation,  if any,
to be paid, and the  reimbursement  of any expenses  incurred in connection with
any special  services  rendered by a director or  directors.  Nothing  contained
herein shall be construed to preclude any director from serving the  Corporation
in any other capacity and receiving compensation therefor.

Section 20. Interested  Directors.  (a) No contract or other transaction between
            ---------------------
the Corporation and one or more of its directors, or between the Corporation and
any other corporation, firm, association or other entity in which one or more of
its  directors  are  directors  or  officers,  or have a  substantial  financial
interest,  shall be either void or voidable  for this reason  alone or by reason
alone that such  director or directors  are present at the meeting of the Board,
or of a committee

                                       15
<PAGE>

thereof, which approves such contract or transaction, or that his or their votes
are counted for such purpose:

                  (1) If the material  facts as to such  director's  interest in
such contract or transaction and as to any such common directorship, officership
or  financial  interest  are  disclosed  in good  faith or known to the Board or
committee, and the Board or committee approves such contract or transaction by a
vote  sufficient for such purpose  without  counting the vote of such interested
director or, if the votes of the  disinterested  directors are  insufficient  to
constitute  an act of the  Board  as  defined  in  section  708 of the  BCL,  by
unanimous vote of the disinterested directors; or

                  (2) If the material  facts as to such  director's  interest in
such contract or transaction and as to any such common directorship, officership
or financial  interest are disclosed in good faith or known to the  shareholders
entitled to vote thereon,  and such contract or  transaction is approved by vote
of such shareholders.

         (b) If such  good  faith  disclosure  of the  material  facts as to the
director's  interest in the  contract or  transaction  and as to any such common
directorship,  officership  or  financial  interest is made to the  directors or
shareholders,  or known to the Board or committee or shareholders approving such
contract or  transaction,  as provided in paragraph  (a) above,  the contract or
transaction  may not be avoided by the  Corporation for the reasons set forth in
said paragraph (a). If there was no such disclosure or knowledge, or if the vote
of such  interested  director was necessary for the approval of such contract or
transaction at a meeting of the Board or committee at which it was approved, the
Corporation  may avoid the contract or  transaction  unless the party or parties
thereto shall establish  affirmatively that the contract or transaction was fair
and reasonable as to the Corporation at the time it was approved by the Board, a
committee or the shareholders.

         (c) Common or interested  directors may be counted in  determining  the
presence of a quorum at a meeting of the Board or of a committee  which approves
such contract or transaction.

Section 21.  Organization.  At every  meeting of the Board,  the Chairman of the
             ------------
Board, or in his absence, the

 Chief  Executive  Officer,  shall preside.  The Secretary of the Corporation or
such assistant secretary as the Board shall designate, shall act as secretary of
the Board,  or in the absence of such officer at any  meeting,  the Chairman may
appoint any person to act as secretary of the meeting.


                                       16
<PAGE>

                                   ARTICLE IV

                                    OFFICERS

Section 1. Offices;  Election;  Term. The officers of the Corporation shall be a
           -------------------------
chief executive  officer,  a secretary and a treasurer,  and such other officers
(including a chairman of the Board, a president,  a chief financial officer, and
one or more vice presidents, assistant secretaries, and assistant treasurers) as
the Board may determine, each of whom shall be elected or appointed by the Board
and shall perform such duties in the conduct and  management of the business and
property of the Corporation as may be determined by the Board and as hereinafter
provided.  Any two or more offices may be held by the same person.  Each officer
shall hold office for the term for which he is elected or  appointed,  and until
his successor has been elected or appointed and qualified,  or until his earlier
resignation or removal.

Section 2. Chairman of the Board. The Chairman of the Board (if there be such an
           ---------------------
officer  appointed)  shall preside at all meetings of the  shareholders  and the
Board.  The Chairman of the Board shall  perform such other duties and have such
other powers as the Board shall designate from time to time.

Section 3. Chief Executive  Officer.  The Chief  Executive  Officer shall be the
           ------------------------
chief executive  officer of the  Corporation and shall have general  supervision
over the business of the  Corporation  subject,  however,  to the control of the
Board, and shall be responsible for the implementation of all resolutions of the
Board. The Chief Executive Officer shall preside, if there be no Chairman of the
Board, or if there be one, then, in his absence, at all meetings of shareholders
and of the Board and shall have all the powers generally appertaining to a chief
executive officer of a corporation in its daily operations.

Section 4. President. The President, if there is one, shall have the duties of a
           ---------
president of a corporation in accordance with law, if not otherwise  assigned by
the Board to the Chief  Executive  Officer,  and shall have such other duties as
are  assigned to such  office by the Board from time to time.  At the request of
the Chief  Executive  Officer,  or in the event of a vacancy or his inability to
act, the President will perform the duties of the Chief Executive  Officer,  and
when so acting,  will have all the powers of and be subject to all  restrictions
upon the Chief Executive Officer.

Section 5. Vice President.  The Vice  President,  or, if there be more than one,
           --------------
the Executive Vice President, if there is one, or such Vice President designated
by the Board, shall, in the absence or disability of the Chief Executive Officer
or the  President,  perform  the  duties  and  exercise  the powers of the Chief
Executive Officer. The vice president(s) shall have such powers and perform such
duties as may be delegated to him by the Chief  Executive  Officer or prescribed
by the Board.

Section 6.  Secretary.  The Secretary shall keep or cause to be kept the minutes
            ---------
of  all  meetings  of  the  Board,  and  the  minutes  of  all  meetings  of the
shareholders,  and also, unless otherwise directed,  the minutes of all meetings
of committees in books provided for that purpose.  He shall give, or cause to be
given,  notice of all  meetings of  shareholders  and  directors,  and all other
notices  required  by law or by these  by-laws,  and in case of his  absence  or
refusal so to do, any such notice may be given by any person thereunto  directed
by the Chief Executive  Officer or by the directors or  shareholders  upon whose
request the meeting is called.  He shall have charge of the corporate  books and
records. He shall have custody of the seal of the Corporation and

                                       17
<PAGE>

affix the same to all instruments  requiring it when authorized by the directors
or the Chief Executive Officer,  and attest the same. He shall file, or cause to
be filed,  all written  requests  that notices be mailed to  shareholders  at an
address  other than that which appears on the record of  shareholders.  He shall
sign  with  the  Chief  Executive  Officer,  President  or  Vice  President  all
certificates  representing shares of the Corporation.  And he shall, in general,
perform all the duties incident to the office of Secretary.

Section 7. Treasurer;  Chief Financial Officer. The Treasurer shall have control
           -----------------------------------
of all funds, securities, evidences of indebtedness and other valuable documents
of the  Corporation;  when necessary or proper he shall endorse on behalf of the
Corporation for collection checks, notes and other obligations and shall deposit
the same to the credit of the Corporation in such bank or banks or depository as
the Board may designate. He shall receive and give or cause to be given receipts
and  acquittances for moneys paid in on account of the Corporation and shall pay
out of the funds on hand all just debts of the  Corporation  of whatever  nature
upon maturity of the same; he shall enter or cause to be entered in books of the
Corporation to be kept for that purpose full and accurate accounts of all moneys
received and paid out on account of the  Corporation,  and whenever  required by
the Chief Executive Officer or the directors, he shall render a statement of his
accounts. He shall keep or cause to be kept such other books as will show a true
record  of  the  expenses,   losses,   gains,  assets  and  liabilities  of  the
Corporation;  he shall at all reasonable times exhibit his books and accounts to
any  director  of  the  Corporation  upon  application  at  the  office  of  the
Corporation  during  business  hours;  he shall  sign with the  Chief  Executive
Officer, the President or a vice president  certificates  representing shares of
the  Corporation;  he shall  perform all other  duties and acts  incident to the
office of treasurer.  He shall,  if required by the Board,  give the Corporation
security  for the faithful  performance  of his duties in such sum and with such
surety as the Board may determine. At the discretion of the Board, the Treasurer
may also be given the title Chief Financial Officer.

Section 8.   Assistant  Secretaries  and  Assistant  Treasurers.  The  assistant
             --------------------------------------------------
secretaries  and the  assistant  treasurers,  if there be any, may sign with the
Chief Executive Officer, President or Vice President,  certificates representing
shares  of  the  Corporation.   The  assistant  secretaries  and  the  assistant
treasurers  shall have such other powers and shall  perform such other duties as
may be  assigned  to them by the Board,  the Chief  Executive  Officer or by the
Secretary  or  Treasurer,  respectively.  In the  absence or  disability  of the
secretary or the treasurer,  the assistant secretary or the assistant treasurer,
respectively,  shall perform all their duties and exercise all their powers. The
assistant   treasurer  may  be  required  to  give  security  for  the  faithful
performance  of his  duties  in such sum and with  such  surety as the Board may
require.

Section 9.   Removal  and  Resignations  of  Officers.  Any  officer  elected or
             ----------------------------------------
appointed  by the  Board may be  removed  by the Board  with or  without  cause.
Subject to the provisions of any contract of employment,  any officer may resign
as such at any time by giving written notice to the Chief  Executive  Officer or
Secretary. Any such resignation shall take effect at the time specified therein;
and, unless  otherwise  specified  therein,  the acceptance of such  resignation
shall not be necessary to make it effective.

Section 10.   Vacancies.  If the  office  of any  officer  becomes  vacant,  the
              ---------
directors may appoint any qualified person to fill such vacancy,  who shall hold
office for the  unexpired  term of his  predecessor  and until his  successor is
elected or appointed and qualified.

Section 11. Compensation of Officers.  The officers shall receive such salary or
            ------------------------
compensation  as may be determined  by the Board.  No officer shall be precluded
from receiving any compensation by reason of the fact that he is also a director
of the Corporation.

                                       18
<PAGE>

                                    ARTICLE V

                            VOTING UPON STOCK HELD IN
                               OTHER CORPORATIONS

         Unless otherwise  ordered by the Board, any shares of stock held by the
Corporation in any other  corporation  may be voted on behalf of the Corporation
by the  Chief  Executive  Officer  of the  Corporation  at any  meetings  of the
shareholders  of such other  corporation,  and at any such meetings or otherwise
the Chief  Executive  Officer  of the  Corporation  shall  have  full  power and
authority on behalf of the Corporation to possess and exercise in respect of the
shares of stock so held all of the rights,  powers and  privileges of individual
owners or holders of such stock, either in person or by attorney or attorneys in
fact duly appointed by him. The Board may by resolution from time to time confer
such power and authority upon any other person or persons.



                                   ARTICLE VI

                   CONTRACTS, BORROWINGS, BANK ACCOUNTS, ETC.

Section 1.  Execution  of  Contracts.  The Board may  authorize  any  officer or
            ------------------------
officers,  agent or  agents,  in the name and on behalf of the  Corporation,  to
enter into any  contract or execute and deliver any deeds,  mortgages,  bonds or
other  instruments  and such  authority  may be general or  confined to specific
instances.

Section 2.  Borrowings.  No money shall be borrowed on behalf of the Corporation
            ----------
unless the borrowing of such money shall have been authorized by the vote of the
Board.  Any officer duly  authorized so to do may effect  borrowings at any time
for the Corporation from any bank, trust company, or other institution,  or from
any firm,  corporation or individual,  and for such borrowings may make, execute
and  deliver  promissory  notes,  bonds or other  certificates  or  evidence  of
indebtedness of the Corporation, and, when duly authorized so to do, may pledge,
hypothecate or transfer any  securities or other property of the  Corporation as
security for any such  borrowings.  Such authority may be general or confined to
specific instances.

Section 3. Checks,  Drafts,  Etc. All checks and drafts and other orders for the
           ---------------------
payment of money out of the funds of the  Corporation and all bills of exchange,
promissory notes,  acceptances,  obligations and other evidences of indebtedness
of the Corporation, shall be signed on behalf of the Corporation by such officer
or  officers,  agent or agents and in such  manner as shall from time to time be
determined by resolution of the Board.

Section 4. Deposits.  All funds of the Corporation not otherwise  employed shall
           --------
be deposited  from time to time to the credit of the  Corporation in such banks,
trust  companies,  or other  depositaries  as the Board may  select or as may be
selected by any officer or officers,  agent or agents of the Corporation to whom
such power may from time to time be delegated by the Board.


                                       19
<PAGE>

                                   ARTICLE VII

                                     SHARES


Section 1. Certificates Representing Shares. The shares of the Corporation shall
           --------------------------------
be represented by  certificates in such form as shall be prepared or approved by
the Board and shall be numbered consecutively.  The certificates shall be signed
by the Chief Executive Officer,  President or a Vice President and the Secretary
or an  assistant  secretary or the  treasurer  or an assistant  treasurer of the
Corporation, and shall be sealed with the seal of the Corporation or a facsimile
thereof.  The signatures of the officers upon a certificate may be facsimiles if
the  certificate  is  countersigned  by a  transfer  agent  or  registered  by a
registrar other than the Corporation itself or its employee. In case any officer
who has signed or whose  facsimile  signature has been placed upon a certificate
shall have ceased to be an officer before such certificate is issued,  it may be
issued by the Corporation with the same effect as if he were such officer at the
date of issue. Each certificate shall state upon the face thereof:  (i) that the
Corporation is formed under the laws of the State of New York;  (ii) the name of
the person or persons to whom issued;  and (iii) the number and class of shares,
and the designation of the series, if any, which such certificate represents.

Section 2. Lost, Destroyed and Stolen Share Certificates.  Any person claiming a
           ---------------------------------------------
certificate  representing shares to be lost,  apparently destroyed or wrongfully
taken shall make an affidavit or affirmation  of that fact,  and, if required by
the Board, shall give the Corporation an indemnity bond in such form and in such
amount as the Board may  determine,  to protect it or any person  injured by the
issue of the new certificate  from any liability or expense which it or they may
incur by reason of the original certificate remaining  outstanding,  whereupon a
new  certificate  may be  issued of the same  tenor  and for the same  number of
shares as the one  alleged  to be lost,  destroyed  or  wrongfully  taken if the
claimant  so  requests  prior  to  notice  to the  Corporation  that  the  lost,
apparently destroyed or wrongfully taken certificate has been acquired by a bona
fide purchaser.

Section 3. Transfer of Shares. The certificated  shares of the Corporation shall
           ------------------
be transferable only upon its books by the holders thereof in person or by their
duly authorized attorneys or legal  representatives,  and upon such transfer the
old  certificates  duly  endorsed or  accompanied  by  evidence  of  succession,
assignment or authority to transfer shall be  surrendered to the  Corporation by
the delivery thereof to the person in charge of the list of shareholders and the
transfer books and ledgers,  or the transfer  agent,  or to such other person as
the Board may designate,  by whom they shall be cancelled,  and new certificates
shall thereupon be issued. A record shall be made of each transfer, and whenever
a transfer shall be made for collateral security,  and not absolutely,  it shall
be so expressed in the entry of the  transfer on the record of  shareholders  of
the Corporation.

Section 4. Record of Shareholders.  The Corporation  shall keep at its office in
           ----------------------
this state or at the office of its transfer  agent or registrar in this state, a
record  containing the names and addresses of all  shareholders,  the number and
class of shares  held by each and the dates  when they  respectively  became the
owners of record  thereof in written  form or in any other form capable of being
converted into written form within a reasonable  time. The Corporation  shall be
protected  in treating  the persons in whose names shares stand on the record of
shareholders as the owners thereof for all purposes, and, accordingly, shall not
be bound to recognize any equitable or other claim to or interest in such shares
on the part of any other  person  whether or

                                       20
<PAGE>

not it shall have express or other notice thereof,  except as expressly provided
by the laws of the State of New York.

Section 5. Fixing Record Date. For the purpose of determining  the  shareholders
           ------------------
entitled  to  notice  of or to  vote  at  any  meeting  of  shareholders  or any
adjournment  thereof,  or to express  consent to or  dissent  from any  proposal
without a meeting,  or for the purpose of determining  shareholders  entitled to
receive  payment of any  dividend or the  allotment  of any  rights,  or for the
purpose of any other action, the Board may fix, in advance, a date as the record
date for any such  determination  of  shareholders.  Such date shall not be more
than sixty nor less than ten days before the date of such meeting, nor more than
sixty days prior to any other  action.  If no record date is fixed,  it shall be
determined  in  accordance  with the  provisions of the laws of the State of New
York.

Section 6.   Registered  Stockholders.  The  Corporation  shall be  entitled  to
             ------------------------
recognize the exclusive  right of a person  registered on its books as the owner
of shares to  receive  dividends,  and to vote as such  owner,  and shall not be
bound to recognize  any 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  provided by the laws of the State of
New York.


                                  ARTICLE VIII

                                    DIVIDENDS

         The  Board  may,  but  shall  not be  required  to,  declare,  and  the
Corporation may pay,  dividends in cash or its bonds or its property,  including
the  shares or bonds of other  corporations,  on its  outstanding  shares.  Such
dividends  may be declared  or paid out of surplus  only and upon such terms and
conditions  provided by the certificate of  incorporation  or by law. Before the
declaration  and  payment  of any  dividend,  there  may be set aside out of the
surplus available for dividends such sum or sums as the directors,  from time to
time, in their  absolute  discretion,  think  proper,  as a reserve fund to meet
contingencies,  or for equalizing dividends, or for repairing or maintaining any
property of the  Corporation,  or for such other purposes as the directors shall
think conducive to the interests of the Corporation.


                                   ARTICLE IX

                         AMENDMENT AND REPEAL OF BY-LAWS

         Except as provided in the certificate of incorporation, the by-laws may
be adopted, amended or repealed by vote of the holders of the shares at the time
entitled to vote  thereon.  By-laws may also be adopted,  amended or repealed by
the Board, but any by-law adopted by the Board may be amended or repealed by the
shareholders entitled to vote thereon as herein provided.


                                       21
<PAGE>

                                    ARTICLE X

                                 INDEMNIFICATION

Section 1. Right to Indemnification.  The Corporation shall indemnify any person
           ------------------------
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or completed  action,  proceeding  or suit  (including  one by or in the
right of the  Corporation to procure a judgment in its favor),  whether civil or
criminal,  by reason of the fact that he, his  testator or intestate is or was a
director  or  officer  of  the  Corporation,  or is or  was  serving  any  other
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise in any capacity at the request of the Corporation, against judgments,
fines,  amounts paid in settlement  and  expenses,  including  attorneys'  fees,
actually  incurred  as a  result  of or in  connection  with  any  such  action,
proceeding or suit, or any appeal  therefrom,  if such director or officer acted
in good faith for a purpose which he reasonably believed to be in or not opposed
to  the  best  interests  of  the  Corporation   and,  in  criminal  actions  or
proceedings,  in addition,  had no reasonable  cause to believe that his conduct
was unlawful;  provided, however, that no indemnification shall be made to or on
behalf of any  director  or officer if a judgment  or other  final  adjudication
adverse to the director or officer  establishes  that his acts were committed in
bad faith or were the  result  of  active  and  deliberate  dishonesty  and were
material to the cause of action so adjudicated,  or that he personally gained in
fact a financial profit or other advantage to which he was not legally entitled.
The foregoing right of indemnification shall not be exclusive of other rights to
which he may be entitled or the Corporation shall provide.

Section 2.   Authority  to  Advance  Expenses.   The  foregoing   provision  for
             --------------------------------
indemnification  of directors and officers shall not limit or restrict the power
and right of the Corporation (i) to provide for  indemnification and advancement
of expenses  and  allowances  to any  officer or director to the fullest  extent
authorized or permitted by the BCL,  including  Sections 721 through 725 of such
law as presently in effect and as same may be amended and expanded  from time to
time,  and (ii) to purchase and maintain  insurance for  indemnification  of the
Corporation  and directors and officers to the fullest extent  authorized by the
BCL, including Section 726 of such law as presently in effect and as same may be
amended and expanded from time to time.

Section 3.  Authority  to Insure.  The  Corporation  may  purchase  and maintain
            --------------------
insurance to protect  itself and any agent  against any expense,  whether or not
the Corporation would have the power to indemnify the agent against such expense
under applicable law or the provisions of this Article.

Section  4.  Survival  of Rights.  The rights  provided  by this  Article  shall
             -------------------
continue  as to a person  who has  ceased  to be an agent  with  regard  to acts
undertaken  during  the  period  in  which  such  person  was  an  agent  of the
Corporation  and  shall  inure  to the  benefit  of the  heirs,  executors,  and
administrators of such a person.

Section 5.   Settlement  of  Claims.  The  Corporation  shall  not be  liable to
             ----------------------
indemnify any agent under this Article (i) for any amounts paid in settlement of
any action of claim effected without the  Corporation's  written consent,  which
consent shall not be  unreasonably  withheld,  or (ii) for any judicial award if
the  Corporation  was not given a  reasonable  and  timely  opportunity,  at its
expense, to participate in the defense of such action.

Section 6. Effect of Amendment.  Any amendment,  repeal, or modification of this
           -------------------


                                       22
<PAGE>

Article shall not adversely affect any right or protection of any agent existing
at the time of such amendment, repeal, or modification.

Section 7.   Subrogation.  In the  event of  payment  under  this  Article,  the
             -----------
Corporation  shall be  subrogated  to the  extent of such  payment to all of the
rights of recovery of the agent, who shall execute all papers required and shall
do  everything  that may be  necessary  to secure  such  rights,  including  the
execution of such documents  necessary to enable the Corporation  effectively to
bring suit to enforce such rights.

Section 8. No Duplication of Payments. The Corporation shall not be liable under
           --------------------------
this Article to make any payment in  connection  with any claim made against the
agent to the extent the agent has otherwise actually received payment (under any
insurance  policy,  agreement,  vote,  or  otherwise)  of the amounts  otherwise
indemnifiable hereunder.


                                       23
<PAGE>

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

1. Fiscal Year. The fiscal year of the  Corporation  shall be fixed,  and may be
   -----------
changed from time to time, by resolution of the Board.

2. Seal of Corporation.  The seal of the  Corporation  shall be circular in form
   -------------------
and  have  inscribed  thereon  the  name  of the  Corporation,  the  year of its
organization,  and the words  "Corporate Seal" and "New York". The seal shall be
in the  charge of the  secretary.  If and when so  directed  by the Board or the
Chief  Executive  Officer,  a duplicate  of the seal may be kept and used by the
secretary,  assistant secretary,  treasurer or assistant treasurer. The seal may
be used by causing it or a facsimile to be affixed or impressed or reproduced in
any other manner.

3. Reference to Certificate of Incorporation. References in these by-laws to the
   -----------------------------------------
certificate of  incorporation  shall include all  amendments  thereto or changes
thereof unless specifically excepted.




As Adopted by the Board of Directors
April 23, 2004

Amendments approved February 20, 2009:
(i) Article I,  Section 9; (ii)  Article  III,  Section 3; (iii)  Article IV (to
provide for separate persons holding the offices of Chief Executive  Officer and
President and the  Treasurer to hold title Chief  Financial  Officer);  and (iv)
miscellaneous changes of "president" to "chief executive officer".



                                       24