Exhibit
3.8




AMENDED
AND RESTATED BY-LAWS




OF




EMPIRE
RESORTS, INC.




(as most
recently amended on February 25, 2008)




ARTICLE
I




STOCKHOLDERS




SECTION
1.1.            ANNUAL
MEETINGS.  An annual meeting of stockholders to elect directors and
transact such other business as may properly be presented to the meeting shall
be held at such place as the Board of Directors may from time to time fix, if
that day shall be a legal holiday in the jurisdiction in which the meeting is to
be held, then on the next day not a legal holiday or as soon thereafter as may
be practical, determined by the Board of Directors.




SECTION
1.2.            SPECIAL
MEETINGS.  A special meeting of stockholders may be called at any time
by the Board of Directors or the Chairman and shall be called by any of them or
by the Secretary upon receipt of a written request to do so specifying the
matter or matters, appropriate for action at such a meeting, proposed to be
presented at the meeting and signed by holders of record of a majority of the
shares of stock that would be entitled to be voted on such matter or matters if
the meeting were held on the day such request is received and the record date
for such meeting were the close of business on the preceding day. Any such
meeting shall be held at such time and at such place, within or without the
State of Delaware, as shall be determined by the body or person calling such
meeting and as shall be stated in the notice of such meeting.




SECTION
1.3.            NOTICE
OF MEETING.  For each meeting of stockholders written notice shall be
given stating the place, date and hour and, in the case of a special meeting,
the purpose or purposes for which the meeting is called.  Except as
otherwise provided by Delaware law, the written notice of any meeting shall be
given not less than 10 or more than 60 days before the date of the meeting to
each stockholder entitled to vote at such meeting.  If mailed, notice
shall be deemed to be given when deposited in the United States mail, postage
prepaid, directed to the stockholder at his address as it appears on the records
of the Corporation.




SECTION
1.4.            QUORUM.  Except
as otherwise required by Delaware law or the Certificate of Incorporation, the
holders of record of a majority of the shares of stock entitled to be voted
present in person or represented by proxy at a meeting shall constitute a quorum
for the transaction of business at the meeting, but in the absence of a quorum
the holders of record present or represented by proxy at such meeting may vote
to adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum is obtained. At any such adjourned session of the
meeting at which there shall be present or represented the holders of record of
the requisite number of shares, any business may be transacted that might have
been transacted at the meeting as originally called.









SECTION
1.5.            CHAIRMAN
AND SECRETARY AT MEETING.  At each meeting of stockholders the
Chairman, or in his absence the person designated in writing by the Chairman, or
if no person is so designated, then a person designated by the Board of
Directors, shall preside as chairman of the meeting; if no person is so
designated, then the meeting shall choose a chairman by plurality
vote.  The Secretary, or in his absence a person designated by the
chairman of the meeting, shall act as secretary of the meeting.




SECTION
1.6.            VOTING;
PROXIES.  Except as otherwise provided by Delaware law or the
Certificate of Incorporation, and subject to the provisions of Section
1.10:




(a)           Each
stockholder shall at every meeting of the stockholders be entitled to one vote
for each share of capital stock held by him.




(b)           Each
stockholder entitled to vote at a meeting of stockholders or to express consent
or dissent to corporate action in writing without a meeting may authorize
another person or persons to act for him by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period.




(c)           Directors
shall be elected by a plurality vote.




(d)           Each
matter, other than election of directors, properly presented to any meeting
shall be decided by a majority of the votes cast on the matter.




(e)           Election
of directors and the vote on any other matter presented to a meeting shall be by
written ballot only if so ordered by the chairman of the meeting or if so
requested by any stockholder present or represented by proxy at the meeting
entitled to vote in such election or on such matter, as the case may
be.




SECTION
1.7.            ADJOURNED
MEETINGS.  A meeting of stockholders may be adjourned to another time
or place as provided in Section 1.4.  Unless the Board of Directors
fixes a new record date, stockholders of record for an adjourned meeting shall
be as originally determined for the meeting from which the adjournment was
taken.  If the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote.  At the adjourned meeting any business may be transacted that
might have been transacted at the meeting as originally called.




SECTION
1.8.            CONSENT
OF STOCKHOLDERS IN LIEU OF MEETING.  Any action that may be taken at
any annual or special meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted.  Notice of the taking of such action shall be
given promptly to each stockholder that would have been entitled to vote thereon
at a meeting of stockholders and that did not consent thereto in
writing.




2




SECTION
1.9.            LIST
OF STOCKHOLDERS ENTITLED TO VOTE.  At least 10 days before every
meeting of stockholders a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order and showing the address of each
stockholder and the number of shares registered in the name of each stockholder,
shall be prepared and shall be open to the examination of any stockholder for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least 10 days prior to the meeting, at a place within the city where the
meeting is to be held. Such list shall be produced and kept at the time and
place of the meeting during the whole time thereof and may be inspected by any
stockholder who is present.




SECTION
1.10.            FIXING
OF RECORD DATE.  In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than 60 or less than 10 days before the date of such
meeting, nor more than 60 days prior to any other action. If no record date is
fixed, the record date for determining stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
next preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held; the record date for determining stockholders entitled to express consent
to corporate action in writing without a meeting, when no prior action by the
Board of Directors is necessary, shall be the day on which the first written
consent is expressed; and the record date for any other purpose shall be at the
close of business on the day on which the Board of Directors adopts the
resolution relating thereto.




SECTION
1.11.            ADVANCE
NOTICE OF STOCKHOLDER PROPOSALS AND DIRECTOR
NOMINATIONS.  Stockholders of record may nominate one or more persons
for election as directors at the annual meeting of stockholders or propose
business to be brought before the annual meeting of stockholders, or both, only
if (i) such business is a proper matter for stockholder action under Delaware
law and (ii) the stockholder has given timely notice in proper written form of
such stockholder’s intent to make such nomination or nominations or to propose
such business.




To be
timely, a stockholder’s notice relating to the annual meeting shall be delivered
to the Secretary at the principal executive offices of the Corporation not less
than 120 or more than 180 days prior to the first anniversary (the
“Anniversary”) of the date on which the Corporation first mailed its proxy
materials for the preceding year’s annual meeting of
stockholders.  However, if the date of the annual meeting is advanced
more than 30 days prior to or delayed by more than 30 days after the Anniversary
of the preceding year’s annual meeting, then notice by the stockholder to be
timely must be delivered to the Secretary at the principal executive offices of
the Corporation not later than the close of business on the later of (i) the
90th day prior to such annual meeting or (ii) the 15th day following the day on
which public announcement of the date of such meeting is first made. With
respect to the annual meeting of stockholders to be held in 2008, notice by the
stockholder to be timely must be so delivered not later than the close of
business on the 10th day following the date on which notice of this amendment to
the by-laws was made public.




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To be in
proper form a stockholder’s notice to the Secretary shall be in writing and
shall set forth (i) the name and address of the stockholder who intends to make
the nomination(s) or propose the business and, as the case may be, of the person
or persons to be nominated or of the business to be proposed, (ii) a
representation that the stockholder is a holder of record of stock of the
Corporation, that the stockholder intends to vote such stock at such meeting
and, in the case of nomination of a director or directors, intends to appear in
person or by proxy at the meeting to nominate the person or persons specified in
the notice, (iii) in the case of nomination of a director or directors, a
description of all arrangements or understandings between the stockholder and
each nominee or any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
stockholder, (iv) such other information regarding each nominee or each matter
of business to be proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to Regulation 14A promulgated by
the Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), had the nominee been nominated, or
intended to be nominated, or the matter been proposed, or intended to be
proposed, by the Board of Directors of the Corporation, (v) the class and number
of shares of the Corporation which are owned of record and beneficially owned by
the stockholder and (vi) in the case of nomination of a director or directors,
the written consent of each nominee to serve as a director of the Corporation if
so elected.




The
Chairman or presiding officer of an annual meeting of stockholders may refuse to
acknowledge the nomination of any person or the proposal of any business not
made in compliance with the foregoing procedures.  The business to be
conducted at a special meeting of stockholders shall be limited to the business
set forth in the notice of meeting sent by the Corporation.




Notwithstanding
the foregoing provisions of this Section 1.11, a stockholder shall also comply
with all applicable requirements of the Exchange Act and the rules and
regulations thereunder with respect to matters set forth in this Section
1.11.  Nothing in this Section 1.11 shall affect any rights of
stockholders to request inclusion of proposals in the Corporation’s proxy
statement pursuant to Rule 14a-8 under the Exchange Act nor grant any
stockholder a right to have any nominee included in the Corporation’s proxy
statement.




For
purposes of this Section 1.11, “public announcement” and “was made public” shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 and 15(d) of the Exchange Act.




ARTICLE
II




DIRECTORS




SECTION
2.1.            NUMBER.  The
number of directors that shall constitute the whole Board of Directors shall
initially be nine, which number may be changed from time to time as determined
by action of the Board of Directors taken by the affirmative vote of a majority
of the whole Board of Directors.




4




SECTION
2.2.            ELECTION
AND TERM OF DIRECTOR.  The directors of this Corporation shall be
divided into three classes, with respect to the time that they severally hold
office, as nearly equal in number as possible, with the initial term of office
of the first class of directors to expire at the 2004 annual meeting of
stockholders of the Corporation and until their respective successors are
elected and qualified, the initial term of office of the second class of
directors to expire at the 2005 annual meeting of stockholders of the
Corporation and until their respective successors are elected and qualified and
the initial term of office of the third class of directors to expire at the 2006
annual meeting of stockholders of the Corporation and until their respective
successors are elected and qualified. Commencing with the 2004 annual meeting of
stockholders of the Corporation, directors elected to succeed those directors
whose terms have thereupon expired shall be elected for a term of office to
expire at the third succeeding annual meeting of stockholders of the Corporation
after their election and until their respective successors are elected and
qualified.




SECTION
2.3.            NEWLY
CREATED DIRECTORSHIPS AND VACANCIES.




(a)             If
the number of directors is changed, any increase or decrease shall be
apportioned among the classes so as to maintain or attain, if possible, the
equality of the number of directors in each class, but in no case will a
decrease in the number of directors shorten the term of any incumbent
director.  If such equality is not possible, the increase or decrease
shall be apportioned among the classes in such a way that the difference in the
number of directors in any two classes shall not exceed one.




(b)           Vacancies
and newly created directorships resulting from any increase in the authorized
number of directors may be filled only by a majority of the directors then in
office, although less than a quorum, and a director so chosen shall hold office,
subject to Sections 2.4 and 2.5, for the unexpired portion of the term of the
class in which such director was chosen to serve and until his successor is
elected and qualified.




SECTION
2.4.            RESIGNATION.  Any
director of the Corporation may resign at any time by giving written notice of
such resignation to the Board of Directors, the Chairman or the Secretary of the
Corporation.  Any such resignation shall take effect at the time
specified therein or, if no time be specified, upon receipt thereof by the Board
of Directors or one of the above-named officers; and, unless specified therein,
the acceptance of such resignation shall not be necessary to make it
effective.  When one or more directors shall resign from the Board of
Directors effective at a future date, a majority of the directors then in
office, including those who have so resigned, shall have power to fill such
vacancy or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold
office as provided in these By-Laws in the filling of other
vacancies.




SECTION
2.5.            REMOVAL.  Unless
these By-Laws or the Certificate of Incorporation otherwise provides, where the
Board of Directors is classified as provided in Section 141(d) the Delaware
General Corporation Law, any director or the entire Board of Directors may be
removed by stockholders only for cause, and the affirmative vote of eighty
percent (80%) of the voting power of all of the then outstanding shares of the
capital stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, or the affirmative vote of at
least a majority of the Whole Board, shall be required to effect such
removal.




5




SECTION
2.6.            REGULAR
AND ANNUAL MEETINGS; NOTICE.  Regular meetings of the Board of
Directors shall be held at such time and at such place, within or without the
State of Delaware, as the Board of Directors may from time to time
prescribe.  No notice need be given of any regular meeting, and a
notice, if given, need not specify the purposes thereof.  A meeting of
the Board of Directors may be held without notice immediately after an annual
meeting of stockholders at the same place as that at which such meeting was
held.




SECTION
2.7.            SPECIAL
MEETINGS: NOTICE.  A special meeting of the Board of Directors may be
called at any time by the Board of Directors, its Chairman, the Executive
Committee, the President or any person acting in the place of the President and
shall be called by any one of them or by the Secretary upon receipt of a written
request to do so specifying the matter or matters, appropriate for action at
such a meeting, proposed to be presented at the meeting and signed by at least
two directors.  Any such meeting shall be held at such time and at
such place, within or without the State of Delaware, as shall be determined by
the body or person calling such meeting.  Notice of such meeting
stating the time and place thereof shall be given (a) by deposit of the notice
in the United States mail, first class, postage prepaid, at least two days
before the day fixed for the meeting addressed to each director at his address
as it appears on the Corporation’s records or at such other address as the
director may have furnished the Corporation for that purpose, or (b) by delivery
of the notice similarly addressed for dispatch by telegraph, cable or radio or
by delivery of the notice by telephone or in person, in each case at least 24
hours before the time fixed for the meeting.




SECTION
2.8.            CHAIRMAN
OF THE BOARD: PRESIDING OFFICER AND SECRETARY AT MEETINGS.  The Board
of Directors may elect one of its members to serve at its pleasure as Chairman
of the Board.  Each meeting of the Board of Directors shall be
presided over by the Chairman of the Board or in his absence by the President,
if a director, or if neither is present by such member of the Board of Directors
as shall be chosen at the meeting.  The Secretary, or in his absence
an Assistant Secretary, shall act as secretary of the meeting, or if no such
officer is present, a secretary of the meeting shall be designated by the person
presiding over the meeting.




SECTION
2.9.            QUORUM.  A
majority of the whole Board of Directors shall constitute a quorum for the
transaction of business, but in the absence of a quorum a majority of those
present (or if only one be present, then that one) may adjourn the meeting,
without notice other than announcement at the meeting, until such time as a
quorum is present.  Except as otherwise required by the Certificate of
Incorporation or the By-Laws, the vote of the majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors.




SECTION
2.10.            MEETING
BY TELEPHONE.  Members of the Board of Directors or of any committee
thereof may participate in meetings of the Board of Directors or of such
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation shall constitute presence in person at such
meeting.




SECTION
2.11.            ACTION
WITHOUT MEETING.  Unless otherwise restricted by the Certificate of
Incorporation, any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee thereof may be taken without a
meeting if all members of the Board of Directors or of such committee, as the
case may be, consent thereto in writing and the writing or writings are filed
with the minutes of proceedings of the Board of Directors or of such
committee.




6




SECTION
2.12.            EXECUTIVE
AND OTHER COMMITTEES.  The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate an Executive
Committee and one or more other committees, each such committee to consist of
one or more directors as the Board of Directors may from time to time
determine.  Any such committee, to the extent provided in such
resolution or resolutions, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation, including the power to authorize the seal of the
Corporation to be affixed to all papers that may require it but no such
committee shall have such power of authority in reference to amending the
Certificate of Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation’s property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of a dissolution,
or amending the By-Laws; and unless the resolution shall expressly so provide,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. In the absence or disqualification of a member
of a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.  Each
such committee other than the Executive Committee shall have such name as may be
determined from time to time by the Board of Directors.




SECTION
2.13.            COMPENSATION.  Any
individual who serves as a director shall be entitled to receive such salary and
other compensation (including stock options pursuant to a stock option plan
approved by the stockholders of the Corporation or otherwise) for his or her
services as a director or as a member of any committee of the Board of Directors
as may, from time to time, be determined by the Board of Directors (or any duly
delegated committee thereof), without any separate consent or approval by the
stockholders of the Corporation.




ARTICLE
III




OFFICERS




SECTION
3.1.            ELECTION;
QUALIFICATION.  The officers of the Corporation shall be a Chairman of
the Board, a President, one or more Vice Presidents, a Secretary and a
Treasurer, each of whom shall be selected by the Board of
Directors.  The Board of Directors may elect a Controller, one or more
Assistant Secretaries, one or more Assistant Treasurers, one or more Assistant
Controllers and such other officers as it may from time to time
determine.  Two or more offices may be held by the same
person.




SECTION
3.2.            TERM
OF OFFICE.  Each officer shall hold office from the time of his
election and qualification to the time at which his successor is elected and
qualified, unless he shall die or resign or shall be removed pursuant to Section
3.4 at any time sooner.




7




SECTION
3.3.            RESIGNATION.  Any
officer of the Corporation may resign at any time by giving written notice of
such resignation to the Board of Directors, the President or the Secretary of
the Corporation.  Any such resignation shall take effect at the time
specified therein or, if no time be specified, upon receipt thereof by the Board
of Directors or one of the above-named officers; and, unless specified therein,
the acceptance of such resignation shall not be necessary to make it
effective.




SECTION
3.4.            REMOVAL.  Any
officer may be removed at any time, with or without cause, by the vote of two
directors if there are three directors or less, or the vote of a majority of the
whole Board of Directors if there are more than three directors.




SECTION
3.5.            VACANCIES.  Any
vacancy however caused in any office of the Corporation may be filled by the
Board of Directors.




SECTION
3.6.            COMPENSATION.  The
compensation of each officer shall be such as the Board of Directors may from
time to time determine.




SECTION
3.7.            CHAIRMAN
OF THE BOARD.  The Chairman of the Board shall be the co-chief
executive officer of the Corporation and the chairman of all meetings of the
Board of Directors.  He shall keep in close touch with the
administration of the affairs of the Corporation and supervise its general
policies.  He shall see that the acts of the executive officers
conform to the policies of the Corporation as determined by the Board and shall
perform such other duties as may from time to time be designated to him by the
Board.




SECTION
3.8.            PRESIDENT.  The
President shall be the co-chief executive officer of the Corporation and shall
have general charge of the business and affairs of the Corporation, subject
however to the right of the Board of Directors to confer specified powers on
officers and subject generally to the direction of the Board of Directors and
the Executive Committee, if any.




SECTION
3.9.            VICE
PRESIDENT.  Each Vice President shall have such powers and duties as
generally pertain to the office of Vice President and as the Board of Directors
or the President may from time to time prescribe.  During the absence
of the president or his inability to act, the Vice President, or if there shall
be more than one Vice President, then that one designated by the Board of
Directors, shall exercise the powers and shall perform the duties of the
President, subject to the direction of the Board of Directors and the Executive
Committee, if any.




SECTION
3.10.            SECRETARY.  The
Secretary shall keep the minutes of all meetings of stockholders and of the
Board of Directors.  He shall be custodian of the corporate seal and
shall affix it or cause it to be affixed to such instruments as require such
seal and attest the same and shall exercise the powers and shall perform the
duties incident to the office of Secretary, subject to the direction of the
Board of Directors and the Executive Committee, if any.




SECTION
3.11.            OTHER
OFFICERS.  Each other officer of the Corporation shall exercise the
powers and shall perform the duties incident to his office, subject to the
direction of the Board of Directors and the Executive Committee, if
any.




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ARTICLE
IV




CAPITAL
STOCK




SECTION
4.1.            STOCK
CERTIFICATES.  The Corporation’s stock may be certificated or
uncertificated, as provided under the General Corporation Law of the State of
Delaware, and shall be entered in the books and records of the Corporation and
registered as they are issued.  Any certificates representing shares
of stock shall be in such form as the Board of Directors prescribes, and shall
certify the number and class of shares of the Corporation owned by the
stockholder.  Each certificate shall be signed by or in the name of
the Corporation by the Chairman, the President or a Vice President and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary.  Any of or all the signatures appearing on such certificate
or certificates may be a facsimile.  If any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
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.




SECTION
4.2.            TRANSFER
OF STOCK.  Shares of stock shall be transferable on the books of the
Corporation pursuant to applicable law and such rules and regulations as the
Board of Directors shall from time to time prescribe.




SECTION
4.3.            HOLDERS
OF RECORD.  Prior to due presentment for registration of transfer the
Corporation may treat the holder of record of a share of its stock as the
complete owner thereof exclusively entitled to vote, to receive notifications
and otherwise entitled to all the rights and powers of a complete owner thereof,
notwithstanding notice to the contrary.




SECTION
4.4.            LOST,
STOLEN, DESTROYED OR MUTILATED CERTIFICATES.  The Corporation shall
issue a new certificate of stock to replace a certificate theretofore issued by
it alleged to have been lost, destroyed or wrongfully taken, if the owner or his
legal representative (i) requests replacement, before the Corporation has notice
that the stock certificate has been acquired by a bona fide purchaser; (ii)
files with the Corporation a bond sufficient to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss or
destruction of any such stock certificate or the issuance of any such new stock
certificate; and (iii) satisfies such other terms and conditions as the Board of
Directors may from time to time prescribe.




ARTICLE
V




MISCELLANEOUS




SECTION
5.1.            INDEMNITY.  (a)
The Corporation shall indemnify, subject to the requirements of subsection (d)
of this Section, any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Corporation), by reason of the fact that he is or was
a director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys’ fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  The termination
of any action, suit or proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.




9




(b)           The
Corporation shall indemnify, subject to the requirements of subsection (d) of
this Section, any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys’ fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery of the State of Delaware
or such other court shall deem proper.




(c)           To
the extent that a director, officer, employee or agent of the Corporation, or a
person serving in any other enterprise at the request of the Corporation, has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsection (a) and (b) of this Section, or in defense
of any claim, issue or matter therein, the Corporation shall indemnify him
against expenses (including attorneys’ fees) actually and reasonably incurred by
him in connection therewith.




(d)           Any
indemnification under subsections (a) and (b) of this Section (unless ordered by
a court) shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
Section.  Such determination shall be made (1) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors, or (3)
by independent legal counsel in a written opinion, or (4) by the
stockholders.




(e)           Expenses
incurred by a director, officer, employee or agent in defending a civil or
criminal action, suit or proceeding may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding as authorized by the
Board of Directors upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the Corporation as
authorized in this Section.




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(f)           The
indemnification and advancement of expenses provided by or granted pursuant to,
the other subsections of this Section shall not limit the Corporation from
providing any other indemnification or advancement of expenses permitted by law
nor shall it be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.




(g)           The
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Corporation, or who is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him 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 liability under
the provisions of this Section.




(h)           The
indemnification and advancement of expenses provided by, or granted pursuant to
this section shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.




(i)           For
the purposes of this Section, references to “the Corporation” shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers, employees or agents, so that any person who
is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.




(j)           This
Section 5.1 shall be construed to give the Corporation the broadest power
permissible by the Delaware General Corporation Law, as it now stands and as
heretofore amended.




SECTION
5.2.            WAIVER
OF NOTICE.  Whenever notice is required by the Certificate of
Incorporation, the By-Laws or any provision of the General Corporation Law of
the State of Delaware, a written waiver thereof, signed by the person entitled
to notice, whether before or after the time required for such notice, shall be
deemed equivalent to notice.  Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when the person
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened.  Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders, directors or
members of a committee of directors need be specified in any written waiver of
notice.




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SECTION
5.3.            FISCAL
YEAR.  The fiscal year of the Corporation shall start on such date as
the Board of Directors shall from time to time prescribe.




SECTION
5.4.            CORPORATE
SEAL.  The corporate seal shall be in such form as the Board of
Directors may from time to time prescribe, and the same may be used by causing
it or a facsimile thereof to be impressed or affixed or in any other manner
reproduced.




ARTICLE
VI




AMENDMENT
OF BY-LAWS




SECTION
6.1.            AMENDMENT.  The
By-Laws may be altered, amended or repealed by the stockholders or by the Board
of Directors by a majority vote.






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