BY-LAWS

                               OF

                       DATARAM CORPORATION



                            ARTICLE I

                          STOCKHOLDERS



     Section 1.     Annual Meeting.  The annual meeting of the
stockholders of the Corporation shall be held either within or
without the State of New Jersey, at such time and place as the
Board of Directors may designate in the call or in a waiver of
notice thereof, or in the absence of Board action designating
the time for such meeting, on the second Tuesday in October or
each year beginning with the year 1976 (or if such day be a
legal holiday, then on the next succeeding day not a holiday) at
1:30 o'clock in the afternoon, for the purpose of electing
directors and for the transaction of such other business as may
properly be brought before the meeting.

     Section 2.     Delayed Annual Meeting.  If for any reason
the annual meeting of the stockholders shall not be held on the
day designated pursuant to Section 1 of this Article, or on any
subsequent day to which it shall have been duly adjourned, such
meeting may be called and held as a special meeting, and the
same proceedings may be had and the same business may be
transacted at such meeting as at any annual meeting.

     Section 3.     Special Meetings.  Special meetings of the


stockholders may be called by the Board of Directors or by the
President, at such times and at such place either within or
without the State of New Jersey as may be stated in the call or
in a waiver of notice thereof.

     Section 4.     Notice of Meetings.  Notice of the time,
place and purpose of every meeting of stockholders shall be
delivered personally or mailed not less than ten days nor more
than sixty days previous thereto to each stockholder of record
entitled to vote, at his post office address appearing upon the
records of the Corporation or at such other address as shall be
furnished in writing by him to the Corporation for such purpose.
Such further notice shall be given as may be required by law or
by these By-Laws.  Any meeting may be held without notice if all
stockholders entitled to vote either are present in person or by
proxy, or waive notice in writing, either before or after the
meeting.

     Section 5.     Quorum.  The holders of record of a least a
majority of the shares of the stock of the Corporation issued
and outstanding and entitled to vote, present in person or by
proxy, shall, except as otherwise provided by law or by these
By-Laws, constitute a quorum at all meetings of the
stockholders; if there be no such quorum, the holders of a
majority of such shares so present or represented may adjourn
the meeting from time to time until a quorum shall have been
obtained.



                               -2-


     Section 6.     Organization of Meetings.  Meetings of the
stockholders shall be presided over by the Chairman of the
Board, if there be one, or if he is not present by the
President, or if he is not present, by a chairman to be chosen
at the meeting.  The Secretary of the Corporation, or in his
absence an Assistant Secretary, shall act as Secretary of the
meeting, if present.

     Section 7.     Voting.  At each meeting of stockholders,
except as otherwise provided by statute or the Certificate of
Incorporation, every holder of record of stock entitled to vote
shall be entitled to one vote in person or by proxy for each
share of such stock standing in his name or by proxy for each
share of such stock standing in his name on the records of the
Corporation.  Elections of directors shall be determined by a
plurality of the votes cast thereat and, except as otherwise
provided by statute, the Certificate of Incorporation, or these
By-Laws, all other action shall be determined by a majority of
the votes cast at such meeting.  Each proxy to vote shall be
either in writing and signed, or given by telegram, radio,
radiogram, cable or equivalent communication made by the
stockholder or by his duly authorized agent.

     At all elections of directors, the voting shall be in such
other manner as may be determined by the Board of Directors,
unless a shareholder present in person or by proxy entitled to
vote at such election demands election by ballot.  With respect
to any other matter presented to the stockholders for their
consideration at a meeting, any stockholder entitled to vote
may,


                               -3-


on any question, demand a vote by ballot.

     A complete list of the stockholders entitled to vote at
each such meeting, arranged in alphabetical order (within each
class, series or group of shareholders maintained by the
Corporation for convenience of reference) with the address of
each, and the number of shares registered in the name of each
stockholder, shall be prepared by the Secretary 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 ten days prior to the meeting, either at a
place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or if not
so specified, at the place where the meeting is to be held.  The
list shall also 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 8.     Inspectors of Election.  The Board of
Directors in advance of any meeting of stockholders may appoint
one or more Inspectors of Election to act at the meeting or any
adjournment thereof.  If Inspectors of Election are not so
appointed, the chairman of the meeting may, and on the request
of any stockholder entitled to vote, shall appoint one or more
Inspectors of Election.  Each Inspector of Election, before
entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of Inspector of
Election at such meeting with strict impartiality and according
to the best


                               -4-


of his ability.  If appointed, Inspectors of Election shall take
charge of the polls and, when the vote is completed, shall make
a certificate of the result of the vote taken and of such other
facts as may be required by law.

     Section 9.     Action by Consent.  Any action required or
permitted to be taken at any meeting of stockholders may be
taken without a meeting, if, prior to such action, a written
consent or consents thereto, setting forth such action, is or
are signed by the holders of record of all of the shares of
stock of the Corporation or, in the alternative, by the holders
of record of so many of the shares of the stock of the
Corporation as are required by law for the taking of such action
by written consent, if, either the Corporation solicits for such
consents or proxies for consents from the holders of all of the
shares of stock of the Corporation, issued, outstanding and
entitled to vote, or promptly notifies all non-consenting
holders of stock of the Corporation as required by law.  Any
such solicitation or notice to non-consenting stockholders
hereunder shall specify at least the action to which the consent
relates, its proposed effective date, any conditions precedent
to such action, the date of tabulation of consents, and the
rights of all stockholders who are entitled to dissent from such
action, if any, together with the requisite procedure for
assertion and enforcement of those rights.  In the case of a
merger, consolidation, or sale, lease, exchange or other
disposition of substantially all of the assets of the
Corporation, any required or permitted stockholder action


                               -5-


may be taken by a prior written consent or consents to such
action, setting forth the action to be taken, signed either by
the holders of all the shares of every class of issued and
outstanding stock of the Corporation, or by the holders of all
of the shares of stock of the Corporation, issued, outstanding
and entitled to vote, with the same notice to all other holders
of stock of the Corporation as is required hereunder to be sent
to non-consenting stockholders.


                           ARTICLE II
                           DIRECTORS

     Section 1.     Number, Quorum, Term, Vacancies, Removal.
The Board of Directors of the Corporation shall consist of at
least three but not more than fifteen persons.  The number of
directors may be determined by a resolution passed by a majority
of the whole Board or by a vote of the holders of record of at
least a majority of the shares of stock of the Corporation,
issued and outstanding and entitled to vote.

     A majority of the members of the Board of Directors then
holding office (but not less than one-third of the total number
of directors nor less than two directors) shall constitute a
quorum for the transaction of business, but if at any meeting of
the Board there shall be less than a quorum present, a majority
of those present may adjourn the meeting from time to time until
a quorum shall have been obtained.

     Directors shall hold office until the next annual election


                               -6-


and until their successors shall have been elected and shall
have qualified, unless sooner displaced.

     Whenever any vacancy shall have occurred in the Board of
Directors, by reason of death, resignation, increase in the
number of directors, or otherwise, other than removal of a
director with or without cause by a vote of the stockholders, or
is scheduled to occur pursuant to a resignation tendered to the
Board effective at a future date, it shall be filled by a
majority of the directors then holding office though less than a
quorum (except as otherwise provided by law), or in the case of
a subsequently effective resignation, by such a majority of the
directors including the resignee, or by the stockholders, and
the person so chosen shall hold office until the next annual
election and until his successor is duly elected and has
qualified.

     Any one or more of the directors of the Corporation may be
removed either with or without cause at any time by a vote of
the holders of record of at least a majority of the shares of
stock of the Corporation, issued and outstanding and entitled to
vote, or removed with cause at any time by a majority of the
whole Board, and thereupon the term of the director or directors
who shall have been so removed shall forthwith terminate and
there shall be a vacancy or vacancies in the Board of Directors,
to be filled as provided in these By-Laws.  A majority of the
whole Board may suspend any one or more of the directors of the
corporation pending a final determination that cause for removal
exists.


                               -7-


     Section 2.     Meetings, Notice.  Meetings of the Board of
Directors shall be held at such place either within or without
the State of New Jersey, as may from time to time be fixed by
resolution of the Board, or as may be specified in the call or
in a waiver of notice thereof.  Regular meetings of the Board of
Directors shall be held at such times as may from time to time
be fixed by resolution of the Board, and special meetings may be
held at any time upon the call of two directors, the Chairman of
the Board, if one be elected, or the President, by oral,
telegraphic or written notice, duly served on or sent or mailed
to each director not less than two days before such meeting.  A
meeting of the Board may be held without notice immediately
after the annual meeting of stockholders at the same place at
which such meeting was held.  Notice need not be given of
regular meetings of the Board or of any special meeting when its
time and place are determined in advance by a quorum of the
Board.  Any meeting may be held without notice, if all directors
are present, or if notice is waived in writing, either before or
after the meeting, by those not present.  Any meeting of the
Board may be held by means of conference telephone or any other
means of communication by which all persons participating in the
meeting are able to hear each other.

     Section 3.     Committees.  The Board of Directors may, in
its discretion, by resolution passed by a majority of the whole
Board, designate from among its members one or more committees
which shall consist of two or more directors.  The Board may


                               -8-


designate one or more directors as alternate members of any such
committee, who may replace any absent or disqualified member at
any meeting of the committee.  Such committees shall have and
may exercise such powers as shall be conferred or authorized by
the resolution appointing them.  A majority of any such
committee may determine its action and fix the time and place of
its meetings, including meetings by telephone conference call or
similar means of communication, unless the Board of Directors
shall otherwise provide.  The Board shall have power at any time
to change the membership of any such committee, to fill
vacancies in it, or to dissolve it.

     Section 4.     Action by Consent.  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
prior to such action a written consent or consents thereto is
signed by all members of the Board, or of such committee as the
case may be, and such written consent or consents is filed with
the minutes of proceedings of the Board or committee.

     Section 5.     Compensation.  The Board of Directors may
determine, from time to time, the amount of compensation which
shall be paid to its members.  The Board of Directors shall also
have power, in its discretion, to allow a fixed sum and expenses
for attendance at each regular or special meeting of the Board,
or of any committee of the Board; in addition the Board of
Directors shall also have power, in its discretion, to provide


                               -9-


for any pay to directors rendering services to the Corporation
not ordinarily rendered by directors, as such, special
compensation appropriate to the value of such services, as
determined by the Board from time to time.


                            ARTICLE III
                             OFFICERS

     Section 1.     Titles and Election.  The officers of the
Corporation, who shall be chosen by the Board of Directors at
its first meeting after each annual meeting of stockholders,
shall be a President, a Treasurer and a Secretary.  The Board of
Directors from time to time may elect a Chairman of the Board,
one or more Vice Presidents, Assistant Secretaries, Assistant
Treasurers and such other officers and agents as it shall deem
necessary, and may define their powers and duties.  Any number
of offices may be held by the same person.

     Section 2.     Terms of Office.  The officers shall hold
office until their successors are chosen and qualify.

     Section 3.     Removal.  Any officer may be removed, either
with or without cause, at any time, by the affirmative vote of a
majority of the Board of Directors.



                               -10-


     Section 4.     Resignations.  Any officer may resign at any
time by giving written notice to the Board of Directors or to
the Secretary.  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 5.     Vacancies.  If the office of any officer or
agent becomes vacant by reason of death, resignation,
retirement, disqualification, removal from office or otherwise,
the directors may choose a successor, who shall hold office for
the unexpired term in respect of which such vacancy occurred.

     Section 6.     Chairman of the Board.  The Chairman of the
Board of Directors, if one be elected, shall preside at all
meetings of the Board of Directors and of the stockholders, and
he shall have and perform such other duties as from time to time
may be assigned to him by the Board of Directors.

     Section 7.     President.  The President shall be the chief
executive officer of the Corporation and, in the absence of the
Chairman, shall preside at all meetings of the Board of
Directors, and of the stockholders.  He shall exercise the
powers and perform the duties usual to the chief executive
officer and, subject to the control of the Board of Directors,
shall have general management and control of the affairs and
business of the Corporation; he shall appoint and discharge
employees and agents



                               -11-


of the Corporation (other than officers elected by the Board of
Directors) and fix their compensation; and he shall see that all
orders and resolutions of the Board of Directors are carried
into effect.  He shall have the power to execute bonds,
mortgages and other contracts, agreements and instruments of the
Corporation, and shall do and perform such other duties as from
time to time may be assigned to him by the Board of Directors.

     Section 8.     Vice Presidents.  If chosen, the Vice
Presidents, in the order of their seniority, shall, in the
absence or disability of the President, exercise all of the
powers and duties of the President.  Such Vice Presidents shall
have the power to execute bonds, notes, mortgages and other
contracts, agreements and instruments of the Corporation, and
shall do and perform such other duties incident to the office of
Vice President and as the Board of Directors, or the President
shall direct.

     Section 9.     Secretary.  The Secretary shall attend all
sessions of the Board and all meetings of the stockholders and
record all votes and the minutes of proceedings in a book to be
kept for that purpose.  He shall give, or cause to be given,
notice of all meetings of the stockholders and of the Board of
Directors, and shall perform such other duties as may be
prescribed by the Board of Directors.  The Secretary shall affix
the corporate seal to any instrument requiring it, and when so
affixed, it shall be attested by the signature of the Secretary



                               -12-


or an Assistant Secretary or the Treasurer or an Assistant
Treasurer who may affix the seal to any such instrument in the
event of the absence or disability of the Secretary.  The
Secretary shall have and be the custodian of the stock records
and all other books, records and papers of the Corporation
(other than financial) and shall see that all books, reports,
statements, certificates and other documents and records
required by law are property kept and filed.

     Section 10.     Treasurer.  The Treasurer shall have the
custody of the corporate funds and securities and shall keep
full and accurate accounts of receipts and disbursements in
books belonging to the Corporation and shall deposit all moneys,
and other valuable effects in the name and to the credit of the
Corporation, in such depositories as may be designed by the
Board of Directors.  He shall disburse the funds of the
Corporation as may be ordered by the Board, taking proper
vouchers for such disbursements, and shall render to the
directors whenever they may require it, an account of all his
transactions as Treasurer and of the financial condition of the
Corporation.

     Section 11.     Duties of Officers may be Delegated.  In
case of the absence or disability of any officer of the
Corporation, or for any other reason that the Board may deem
sufficient, the Board may delegate, for the time being, the
powers or duties, or any of them, of such officer to any other
officer, or to any director.



                               -13-



                            ARTICLE IV
                         INDEMNIFICATION

     Section 1.     Actions by Others.  The Corporation (1)
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, 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 or trustee of the Corporation or of
any constituent corporation absorbed by the Corporation in a
consolidation or merger and (2) except as otherwise required by
Section 3 of this Article, may indemnify 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 (a) is or was an employee or agent or the
legal representative of a director, officer, trustee, employee
or agent of the Corporation or of any absorbed constituent
corporation, or (b) is or was serving at the request of the
Corporation or of any absorbed constituent corporation as a
director, officer, employee, agent of or participant in another
corporation, partnership, joint venture, trust or other
enterprise, or the legal representative of such a person against
expenses, costs, disbursements (including attorneys' fees),
judgments, fines and amounts actually and reasonably incurred by
him in connection with such



                               -14-


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, he had no reasonable cause to
believe that 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 meet the applicable standard of conduct.

     Section 2.     Actions by or in the Right of the
Corporation.  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 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,
trustee, employee or agent of the Corporation or of any
constituent corporation absorbed by the Corporation by
consolidation or merger, or the legal representative of any such
person, or is or was serving at the request of the Corporation
or of any absorbed constituent corporation, as a director,
officer, trustee, employee, agent of or participant, or the
legal representative of any such person in 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



                               -15-


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 for
negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the New Jersey
Superior Court 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 New Jersey Superior Court
or such other court shall deem proper.

     Section 3.     Successful Defense.  To the extent that a
person who is or was a director, officer, trustee, employee or
agent of the Corporation or of any constituent corporation
absorbed by the Corporation by consolidation or merger, or the
legal representative of any such person, has been successful on
the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 1 of this Article, or in
defense of any claim, issue, or matter therein, he shall be
indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.

     Section 4.     Specific Authorization.  Any indemnification
under Section 1 or Section 2 of this Article (unless ordered by
a court) shall be made by the Corporation only as authorized in
the



                               -16-


specific case upon a determination that indemnification of the
director, officer, trustee, employee, agent, or the legal
representative thereof, is proper in the circumstances because
he has met the applicable standard of conduct set forth in said
Sections 1 and 2.  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 so directs,
by independent legal counsel in a written opinion, or (3) by the
stockholders.

     Section 5.     Advance of Expenses.  Expenses incurred by
any person who may have a right of indemnification under this
Article in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the
final distribution of such action, suit or proceeding as
authorized in the specific case, in the same manner as a
determination that indemnification is proper under Section 4 of
this Article upon receipt of an undertaking by or on behalf of
the director, officer, trustee, employee, or the legal
representative thereof, to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified
by the Corporation pursuant to this Article.

     Section 6.     Right of Indemnity not Exclusive.  The
indemnification provided by this Article shall not exclude any



                               -17-


other rights to which those seeking indemnification may be
entitled under the certificate of incorporation of the
Corporation or any By-Law agreement, vote of stockholders or
otherwise, and shall continue as to a person who has ceased to
be a director, officer, trustee, employee, agent or the legal
representative thereof, and shall inure to the benefit of the
heirs, executors, and administrators of such a person.

     Section 7.     Insurance.  The Corporation may purchase and
maintain insurance on behalf of any person who is or was a
director, officer, trustee, employee or agent of the Corporation
or of any constituent corporation absorbed by the Corporation by
consolidation or merger or the legal representative of such
person or is or was serving at the request of the Corporation or
of any absorbed constituent corporation as a director, officer,
trustee, employee or agent of or participant in another
corporation, partnership, joint venture, trust or other
enterprise, or the legal representative of any such person
against any liability asserted against him and incurred by him
in any such capacity, arising out of his status as such or by
reason of his being or having been such, whether or not the
Corporation would have the power to indemnify him against such
liability under the provisions of this Article, Section 14A:3-5
of the New Jersey Business Corporation Act, or otherwise.

     Section 8.     Invalidity of any Provision of this Article.
The invalidity or unenforceability of any provision of this



                               -18-


Article shall not affect the validity or enforceability of the
remaining provisions of this Article.


                             ARTICLE V
                           CAPITAL STOCK

     Section 1.     Certificates.  The interest of each
stockholder of the Corporation shall be evidenced by
certificates for shares of stock in such form (including punch
cards, magnetically coded or otherwise treated forms to
facilitate machine or automatic processing) as the Board of
Directors may from time to time prescribe.  Each certificate of
stock shall in any event state upon its face all matters
required by law.  Each certificate of stock issued at any time
the Corporation is authorized to issue shares of more than one
class of stock shall set out on it the designations, rights,
preferences and limitations of each class and series then
authorized and the power of the Board of Directors to divide any
such shares and to change such designations, rights, preferences
and limitations.  The certificates of stock shall be signed by
the Chairman of the Board, if any, or by the President or a Vice
President and by the Secretary, or the Treasurer, or an
Assistant Secretary, or an Assistant Treasurer, sealed with the
seal of the Corporation or a facsimile thereof, and
countersigned and registered in such manner, if any, as the
Board of Directors may by resolution prescribe.  Where any such
certificate is countersigned by a transfer agent other than the
Corporation or its employee, or



                               -19-


registered by a registrar other than the Corporation or its
employee, the signature of any such officer may be a facsimile
signature.  In case any officer or officers who shall have
signed, or whose facsimile signature or signatures shall have
been used on, any such certificate or certificates shall cease
to be such officer or officers of the Corporation, whether
because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the
Corporation, such certificate or certificates may nevertheless
be adopted by the Corporation and be issued and delivered as
though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures shall
have been used thereon had not ceased to be such officer or
officers of the Corporation.

     Section 2.     Transfer.  The shares of stock of the
Corporation shall be transferred only upon the books of the
Corporation by the holder thereof in person or by his attorney,
upon surrender for cancellation of certificates for the same
number of shares, with an assignment and power of transfer
endorsed thereon or attached thereto, duly executed, with such
proof of the authenticity of the signature as the Corporation or
its agents may reasonably require.

     Section 3.     Record Dates.  The Board of Directors may
fix in advance a date, not less than ten nor more than sixty
days preceding the date of any meeting of stockholders, or the
date for the payment of any dividend, or the date for the
distribution



                               -20-


or allotment of any rights, or the date when any change,
conversion or exchange of capital stock shall go into effect, as
a record date for the determination of the stockholders entitled
to notice of, and to vote at, any such meeting, or entitled to
receive payment of any such dividend, or to receive any
distribution or allotment of such rights, or to exercise the
rights in respect of any such change, conversion or exchange of
capital stock, and in such case only such stockholders as shall
be stockholders of record on the date so fixed shall be entitled
to such notice of, and to vote at, such meeting, or to receive
payment of such dividend, or to receive such distribution or
allotment or rights or to exercise such rights, as the case may
be, notwithstanding any transfer of any stock on the books of
the Corporation after any such record date fixed as aforesaid.

     Section 4.     Lost Certificate.  In the event that any
certificate of stock is lost, stolen, destroyed or mutilated,
the Board of Directors may authorize the issuance of a new
certificate of the same tenor and for the same number of shares
in lieu thereof.  The Board may in its discretion, before the
issuance of such new certificate, require the owner of the lost,
stolen, destroyed or mutilated certificate, or the legal
representative of the owner, to make an affidavit or affirmation
setting forth such facts as to the loss, destruction or
mutilation as it deems necessary, and to give the Corporation a
bond in such reasonable sum as it directs to indemnify the
Corporation.



                               -21-


                            ARTICLE VI
                CONTRACTS AND FINANCIAL TRANSACTIONS

     Section 1.     Contracts.  When the execution of any
contract, conveyance, or other instrument, has been authorized
by the Board of Directors, or in the case of such contract,
conveyance or other instrument, between the Corporation and any
director or any corporation, firm, association or entity in
which a director of the Corporation has a direct or indirect
interest, has been authorized as set out in the New Jersey
Business Corporation Act, without specification as to the
executing officer, the President, or a Vice President may
execute the same in the name and on behalf of the Corporation,
and the Secretary, an Assistant Secretary or the Secretary-
Treasurer may attest to that execution and affix the corporate
seal thereto.

     Section 2.     Checks, Notes, Etc.  All checks and drafts
on the Corporation's bank accounts and all bills of exchange and
promissory notes, and all acceptances, obligations and other
instruments for the payment of money, may be signed by the
President or any Vice President and may also be signed by such
other officer or officers, agent or agents, as shall be
thereunto authorized from time to time by the Board of
Directors.

     Section 3.     Loans to Officers and Employees.  The Board
of Directors may authorize the loaning of money, guaranteeing of
obligations or other assistance to any officer or employee of
the



                               -22-


Corporation or of any subsidiary whenever in judgment of the
Board such loan, guarantee or assistance may reasonably be
expected to benefit the Corporation.  Any such loan, guarantee
or assistance may be made with or without interest, and may be
unsecured, or secured in such manner as the Board shall approve.

                            ARTICLE VII
                     MISCELLANEOUS PROVISIONS

     Section 1.     Offices.  The registered office of the
Corporation shall be located at c/o Norris, McLaughlin, Trucker
& Marcus, Esqs., 2 Park Avenue, Somerville, New Jersey 08876.
The Corporation may have other offices either within or without
the State of New Jersey at such places as shall be determined
from time to time by the Board of Directors or the business of
the Corporation may require.

     Section 2.  Fiscal Year.  The fiscal year of the
Corporation shall be determined by the Board of Directors.

     Section 3.     Corporate Seal.  The seal of the Corporation
shall be circular in form and contain the name of the
Corporation, and the year and state of its incorporation.  Such
seal may be altered from time to time at the discretion of the
Board of Directors.



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     Section 4.     Books.  There shall be kept at such office
of the Corporation as the Board of Directors shall determine,
within or without the State of New Jersey, correct books and
records of account of all its business and transactions, minutes
of the proceedings of its stockholders, Board of Directors and
committees, and the stock book, containing the names and
addresses of the stockholders, the number of shares held by
them, respectively, and the dates when they respectively became
the owners of record thereof, and in which the transfer of stock
shall be registered, and such other books and records as the
Board of Directors may from time to time determine.

     Section 5.     Voting of Stock.  Unless otherwise
specifically authorized by the Board of Directors, all rights
and powers, including any right to vote, incident to any stock
owned by the Corporation, other than stock of the Corporation,
shall be exercised in person or by proxy, by the President or
any Vice President of the Corporation on behalf of the
Corporation in no more restricted manner or limited extent than
would apply to any owner thereof.


                          ARTICLE VIII
                           AMENDMENTS

     Section 1.     Amendments.  The vote of the holders of at
least a majority of the shares of stock of the Corporation,
issued and outstanding and entitled to vote, shall be necessary



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at any meeting of stockholders to amend or repeal these By-Laws
or to adopt new by-laws.  These By-Laws may also be amended or
repealed, or new by-laws adopted, at any meeting of the Board of
Directors by the vote of at least a majority of the entire
Board; provided that any by-law adopted by the Board may be
amended or repealed by the stockholders in the manner set forth
above.

     Any proposal to amend or repeal these By-Laws or to adopt
new by-laws shall be stated in the notice of the meeting of the
Board of Directors or the stockholders, or in the waiver of
notice thereof, as the case may be, unless all of the directors
or the holders of record of all of the shares of stock of the
Corporation, issued and outstanding and entitled to vote, are
present at such meeting.



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