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.

     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, 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 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 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 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.

     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 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 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.

     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 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 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.

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

                              ARTICLE V
                              _________

                            CAPITAL STOCK
                            _____________

     Section 1.     Certificates.  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 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 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.

                              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 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 -Si 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.

     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 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.