AMENDED
AND RESTATED BY-LAWS


OF


APOGEE
ROBOTICS, INC.





ARTICLE
I


MEETINGS
OF STOCKHOLDERS





Section 1. The Annual
Meeting.  The annual meeting of the stockholders of Apogee
Robotics, Inc. (the "Corporation") for the election of directors and for the
transaction of such other business as may come before the meeting shall be held
within one hundred and fifty days after the close of the Corporation's Fiscal
Year at such date, time, and location as the Board of Directors shall
designate.





Section 2. Special Meetings.
Special meetings of the stockholders, unless otherwise prescribed by statute,
may be called at any time by the Board of Directors or the President and shall
be called by the President or Secretary at the request in writing of
stockholders of record owning at least twenty-five per centum (25%) of the
shares of stock of the Corporation outstanding and entitled to
vote.





Section 3. Notice of
Meetings.  Notice of the place, date and time of the holding of
each annual and special meeting of the stockholders and, in the case of a
special meeting, the purpose or purposes thereof, shall be given personally or
by mail in a postage prepaid envelope to each stockholder entitled to vote at
such meeting, not less than ten nor more than sixty days before the date of such
meeting, and, if mailed, shall be directed to such stockholder at his address as
it appears on the  records of the  Corporation, unless he
shall have filed with the Secretary of the Corporation a written request that
notices to him be mailed to some other address, in which case it shall be
directed to him at such other address. Notice of any meeting of stockholders
shall not be required to be given to any stockholder who shall attend such
meeting in person or by proxy and shall not, at the beginning of such meeting,
object to the transaction of any business because the meeting is not lawfully
called or convened, or who shall, either before or after the meeting, submit a
signed waiver of notice, in person or by proxy.  Unless the Board of
Directors shall fix, after the adjournment, a new record date for an adjourned
meeting, notice of such adjourned meeting need not be given if the time and
place to which the meeting shall be adjourned were announced at the meeting at
which the adjournment is taken.  At the adjourned meeting, the
Corporation may transact any business which might have been transacted at the
original meeting.  If the adjournment is for more than thirty 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 meeting.





Section 4. Place of Meetings.
Meetings of the stockholders may be held at such place, within or without the
State of Delaware, as the Board of Directors or the officer calling the same
shall specify in the notice of such meeting, or in a duly executed waiver of
notice hereof.








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Section 5.
Quorum.  At all meetings of the stockholders the holders of a
majority of the votes of the shares of stock of the  Corporation
issued and outstanding and entitled to vote shall be  present in
person or by proxy to constitute a quorum for
the  transaction  of
any  business,  except as otherwise provided by statute or
in the Certificate of Incorporation.  In the absence of a quorum, the
holders of a majority of the shares of stock present in person or by proxy and
entitled to vote, or if no stockholder entitled to vote is present, then
any  officer of the Corporation may adjourn
the  meeting.  At any such adjourned meeting at which a
quorum may be present, any business may be transacted which might have been
transacted at the meeting as originally called.





Section  6.  Organization.  At each meeting
of the stockholders,  the President, or in his  absence or
inability to act, any person  chosen by a majority of those
stockholders present, in person or by proxy and entitled to vote, shall act as
chairman of the meeting. The Secretary, or in his absence or inability to act,
any person appointed by the chairman of the meeting, shall act as secretary of
the meeting and keep the minutes thereof.





Section 7. Order of
Business.  The order of business at all meetings of the
stockholders shall be as determined by the chairman of the meeting.





Section
8.  Voting.  Except as otherwise
provided  by statute,  by the Certificate
of  Incorporation, or by any certificate duly filed in the State of
Delaware pursuant to Section 151 of the Delaware General  Corporation
Law, each holder of record of shares of stock of the Corporation having voting
power shall be entitled at each meeting of the stockholders  to one
vote for every share of such stock standing in his name on the record of
stockholders of the Corporation on
the  date  fixed  by
the  Board  of  Directors as
the  record  date  for the determination of the
stockholders who shall be entitled to notice of and to vote at
such  meeting; or if such record date shall not have been so fixed,
then at the close of business on the day next preceding the date on which notice
thereof shall be given, or if notice is waived, at the close of business on the
day next preceding the day on which the meeting is held; or each
stockholder  entitled to vote at any meeting of
stockholders  may authorize  another person or persons to
act for him by a proxy signed by such stockholder or
his  attorney-in-fact.  Any such proxy shall be delivered to
the secretary of such meeting at or prior to the time designated in the order of
business for so delivering such proxies.  No proxy shall be valid
after the expiration of three years from the date thereof, unless otherwise
provided in the proxy.  Every proxy shall be revocable at the pleasure
of the stockholder executing it, except in those cases where an irrevocable
proxy is permitted by law. Except as otherwise provided by statute, these
By-Laws,  or the Certificate
of  incorporation,  any corporate action to be taken by vote
of the stockholders shall be authorized by a majority of the total
votes,  cast at a meeting of  stockholders  by the
holders of shares  present in person
or  represented  by proxy
and  entitled  to vote on
such  action.  Unless required by statute, or determined by
the chairman of the meeting to be advisable, the vote on any question need not
be by written ballot. On a vote by written ballot, each ballot shall be signed
by the stockholder voting, or by his proxy, if there be such proxy, and shall
state the number of shares voted.








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Section 9. List of
Stockholders.  The officer who has charge of the stock ledger
of the Corporation shall prepare and make, at least ten 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.
Such list 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 10. Action by Written
Consent. Any action which is required to be or may be taken at any annual
or special meeting of  stockholders of the Corporation may be taken
without a meeting, without prior notice to stockholders and without a vote if
consents in writing,  setting forth the action so taken, shall have
been signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or to take such action at a
meeting at which all shares  entitled to vote thereon were present and
voted.





Section 11.  Duration and
Revocation of Consents.  Consents to corporate action shall be
valid for a maximum of sixty (60) days after the date of the earliest dated
consent delivered to the Corporation in the manner provided in Section 228(c) of
the Delaware General Corporation Law. Consents may be revoked by
written  notice (i) to the  Corporation, (ii) to the
stockholder or stockholders soliciting  consents or soliciting
revocations in opposition to action by consent proposed by the Corporation (the
"Soliciting  Stockholders"), or (iii) to a proxy solicitor or other
agent designated by the Corporation or the Soliciting Stockholders.





Section 12.  Notice of
Action by Consent.  The Corporation shall give prompt notice of
the taking of corporate action without a meeting by less than unanimous written
consent to stockholders who have not consented in writing and who, if the action
had been taken at a meeting, would have been entitled to notice of the meeting
if the record date for such meeting had been the date that written consents
signed by a sufficient number of stockholders to take the Action were delivered
to the Corporation in the manner provided in Section 228(c) of the Delaware
General Corporation Law.





ARTICLE
II


BOARD
OF DIRECTORS





Section 1. General
Powers.  The business and affairs of the Corporation shall be
managed by the Board of Directors.  The Board of Directors may
exercise all such authority and powers of the Corporation and do all such lawful
acts and things as are not by statute or the Certificate of Incorporation
directed or required to be exercised or done by the stockholders.








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Section 2.  Number,
Qualifications, Election, and Term of Office. The number of directors of
the Corporation shall be as determined by vote of a majority of the entire Board
of Directors. All of the directors shall be of full age. Directors need not be
stockholders. Except as otherwise provided by statute or these
By-Laws,  the directors shall be elected at the annual meeting of the
stockholders for the election of directors at which a quorum is present, and the
persons  receiving a plurality of the votes  cast at such
election shall be elected.  Each director shall hold office until the
next annual meeting of the stockholders and until his successor shall have been
duly elected and qualified or until his death, or until he shall have resigned,
or have been removed, as hereinafter provided in these By-Laws, or as otherwise
provided by statute or the Certificate of Incorporation.





Section 3. Place of
Meeting.  Meetings of the Board of Directors may be held at
such place, within or without the State of Delaware, as the Board of Directors
may from time to time determine or shall be specified in the notice or waiver of
notice of such meeting.





Section
4.  First Meeting.  The Board of Directors shall meet
for the purpose of organization, the election of the officers of the
Corporation, and the transaction of other business, as soon as practicable after
each annual meeting of the stockholders.  Notice of such meeting need
not be given.  Such meeting may be held at any other time or place
(within or without the State of Delaware) which shall be specified in a notice
thereof given as hereinafter Provided in Section 7 of this Article
II.





Section 5. Regular
Meetings.  Regular meetings of the Board of Directors shall be
held at such time and at such place as the Board of Directors may from time to
time determine. If any day fixed for a regular meeting shall be a legal holiday
at the place where the meeting is to be held, then the meeting  which
would  otherwise be held on that day shall be held at the same hour on
the next succeeding  business day.  Notice of regular
meetings of the Board of Directors need not be given except as otherwise
required by statute or these By-Laws.





Section 6. Special
Meetings.  Special meetings of the Board of Directors may be
called by one or more directors of the Corporation or by the
President.





Section
7.  Notice of Meetings.  Notice of each special
meeting of the Board of Directors (and of each regular meeting for
which  notice shall be required) shall be given by the Secretary
as  hereinafter provided in this Section 7, in which notice shall be
stated the time and place of the  meeting. Notice of each such meeting
shall be delivered to each director either personally or by telephone, telegraph
cable or wireless, at least twenty-four hours before the time at which such
meeting is to be held or by first-class ail, postage prepaid, addressed to him
at his residence, or usual place of business, at least three days before the day
on which such meeting is to beheld.  Notice of any such meeting need
not be given to any director who shall, either before or after the meeting,
submit a signed waiver of notice or who shall attend such meeting without
protesting, prior to or at its commencement, the lack of notice to him. Except
as otherwise specifically required by these By-Laws, a notice or waiver of
notice of any regular or special meeting need not state the purpose of such
meeting.








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Section 8. Quorum and Manner of
Acting. A majority of the entire Board of Directors shall be present in
person at any meeting of the Board of Directors in order to constitute a quorum
for the transaction of business at such meeting, and, except as otherwise
expressly required by statute or the Certificate of Incorporation, the act of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors.  In the absence of a
quorum at any meeting of the Board of Directors, a majority of the directors
present thereat, or if no director be present, the Secretary may adjourn such
meeting to another time and place, or such meeting, unless it be the first
meeting of the Board of Directors, need not be held. At any adjourned meeting at
which a quorum is present, any business may be transacted which might have been
transacted at the meeting as originally called.  Except as provided in
Article III of these By-Laws, the directors shall act only as a Board and the
individual directors shall have no power as such.





Section 9.
Organization.  At each meeting of the Board of Directors, the
President, or, in his absence or inability to act, another director chosen by a
majority of the directors present shall act as chairman of the meeting and
preside thereat.  The Secretary (or, in his absence or inability to
act any person appointed by the chairman) shall act as secretary of the meeting
and keep the minutes thereof.





Section
10.  Resignations.  Any director of the Corporation
may resign at any time by giving written notice of his resignation to the Board
of Directors or the President or the Secretary. Any such resignation shall take
effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon its receipt; and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to


make it
effective.





Section  11.  Vacancies.  Vacancies
may be filled by a majority  of the directors then in office, though
less than a quorum, or by a sole remaining director, and the directors so chosen
shall hold office until the next annual election and until their successors are
duly elected and shall qualify, unless sooner displaced. If there are no
directors in office, then an election of directors may be held in the manner
provided by statute. If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall  constitute less than
a majority of the whole Board (as constituted immediately prior to any such
increase), the Court of Chancery may,  upon application of any
stockholder or holders of at least ten percent of the votes of the shares at the
time outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in
office.  Except as otherwise provided in these By-Laws, 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 the 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 this
section in the filling of other vacancies.








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Section 12.  Removal of
Directors.  Except as otherwise provided in the Certificate of
Incorporation or in these By-Laws, any director may be removed, either with or
without cause, at any time, by the affirmative vote of a majority of the votes
of the issued and outstanding stock entitled to vote for the election of
directors of the  Corporation given at a special meeting of the
stockholders called and held for the  purpose; and the vacancy in the
Board of Directors caused by any such removal may be filled by
such  stockholders at such meeting, or, if the stockholders shall fail
to fill such vacancy, as in these By-Laws provided.





Section 13.
Compensation.  The Board of Directors shall have authority to
fix the compensation, including fees and reimbursement of expenses, of directors
for services to the Corporation in any capacity, provided no such payment shall
preclude any director from serving the  Corporation in any other
capacity and receiving compensation therefor.





Section 14. Action Without
Meeting 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 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 committee.





ARTICLE
III


COMMITTEES





Section
1.  Committees.  The Board of Directors may designate
one or more committees, each committee to consist of one or more of the
directors of the Corporation.  The Board of Directors may designate
one or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee.  In the
absence or disqualification of a member of the 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 place of any such absent or
disqualified member. Any such committee, to the extent permitted by law and to
the extent provided in the resolution of the Board of Directors, 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, and may authorize the
seal of the Corporation to be affixed to all papers which may require
it.





Section  2.  Committee
Rules.  Unless the Board of Directors otherwise provides, each
committee designated by the Board of Directors may make, alter and repeal rules
for the conduct of its business.  In the absence of such rules each
committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these
by-laws.








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ARTICLE
IV


OFFICERS





Section
1. Number and Qualifications.  The officers of the Corporation
shall be the President, Secretary, and Treasurer. Any two or more offices may be
held by the same person. Such officers shall be elected from time to time by the
Board of Directors, each to hold office until the meeting of the Board of
Directors following the next annual meeting of the stockholders, or until his
successor shall have been duly elected and shall have qualified, or until his
death, or until he shall have resigned, or have been removed, as hereinafter
provided in these By-Laws. The Board of Directors may from time to time elect,
or the President may appoint, such other officers (including, but not limited
to, one or more Vice Presidents, Assistant Vice Presidents, Assistant
Secretaries, and Assistant Treasurers), and such agents, as may be necessary or
desirable for the business of the  Corporation.  Such other
officers and agents shall have such duties and shall hold their offices for such
terms as may be prescribed by the Board of Directors or by the appointing
authority.





Section 2. Resignations. Any
officer of the Corporation may resign at any time by giving written notice of
his resignation to the Board of Directors, the President or the Secretary. Any
such resignation shall take effect at the time specified therein or, if the time
when it shall become effective shall not be specified therein, immediately upon
its receipt; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.





Section  3.  Removal.  Any
officer or agent of the Corporation may be removed, either with or without
cause, at any time, by the vote of the majority of the entire Board of Directors
at any meeting of the Board of Directors, or, except in the case of an officer
or agent elected or appointed by the Board of Directors, by the
President.  Such removal shall be without prejudice to the contractual
rights, if any, of the person so removed.





Section
4.  Vacancies.  A vacancy in any office, whether
arising from death, resignation, removal or any other cause, may be filled for
the unexpired portion of the term of the office which shall be vacant, in the
manner prescribed in these By-Laws for the regular election or appointment of
such office.





Section 5. Officers' Bonds or Other
Security. If required by the Board of Directors, any officer of the
Corporation shall give a bond or other security for the faithful performance of
his duties, in such amount and with such surety or sureties as the Board of
Directors may require.





Section  6.  Compensation.  The
compensation of the officers of the Corporation for their services as such
officers shall be fixed from time to time by the Board of Directors; provided,
however, that the Board of Directors may delegate to the President the power to
fix the  compensation of officers and agents appointed by the
President.  An officer of the Corporation shall not be prevented from
receiving compensation by reason of the fact that he is also a director of the
Corporation.








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Section 7.
President.  The President shall be the Chief Executive Officer
of the Corporation and shall have the general and active management of the
business of the Corporation and general and active supervision and direction
over the other officers, agents and employees and shall see that their duties
are properly performed.  He shall, if present, preside at each meeting
of the stockholders and of the Board of Directors and shall be an ex-officio
member of all committees of the Board of Directors.  He shall perform
all duties incident to the office of President and Chief Executive Officer and
such other duties as may from time to time be assigned to him by the Board of
Directors.





Section
8.  Secretary.  The Secretary shall:





(a)    Keep
or cause to be kept in one or more books provided for that purpose, the minutes
of the meetings of the Board of Directors, the committees of the Board of
Directors and the stockholders;





(b)    See
that all notices are duly given in accordance with the provisions of these
By-Laws and as required by law;





(c)    Be
custodian of the records and the seal of the Corporation and affix and attest
the seal to all stock certificates of the Corporation (unless the seal of the
Corporation on such certificates shall be a facsimile, as hereinafter
provided) and affix and attest the seal to all other documents to be
executed on behalf of the Corporation under its seal;





(d)    See
that the books, reports, statements, certificates and other documents and
records required by law to be kept and filed are properly kept and filed;
and





(e)    In
general, perform all the duties incident to the office of Secretary and such
other duties as from time to time may be assigned to him by the Board of
Directors or the President.





Section 9.
Treasurer.  The Treasurer shall be the chief financial officer
of the Corporation and shall exercise general supervision over the receipt,
custody, and disbursements of corporate funds. The Treasurer shall sign, make
and indorse in the name of the corporation, all checks, drafts, warrants and
orders for the payment of money, and pay out and dispose of same and receipts
for such, and, in general, perform all the duties incident to the office of
Treasurer. He shall have such further powers and duties as may be conferred upon
him from time to time by the President or the Board of Directors.








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ARTICLE
V


INDEMNIFICATION





To
the fullest extent permitted by law, the Corporation shall indemnify any
director or officer of the Corporation who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suitor
proceeding, whether civil, criminal, administrative or investigative by reason
of the fact that he is or was a director or officer of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, agent or
employee of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees),
liability,  loss, judgment, 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
reasonably  believed to be in or not opposed to the best interests of
the  Corporation, and, with respect to any criminal action or
proceedings,  had no reasonable  cause to believe his
conduct was unlawful.  The termination of any action, upon a plea of
nolo contendere or 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 of any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.





Such
indemnity shall inure to the benefit of the heirs, executors and administrators
of any director or officer so indemnified pursuant to this
Article.  The right to indemnification under this Article shall be a
contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its
disposition; provided however, that, if the Delaware General Corporation Law
requires, the payment of such expenses incurred in advance of the final
disposition of a proceeding   shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such director or officer
to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to  be
indemnified  under this Article
or  otherwise.   Such indemnification and advancement
of expenses shall be in addition to any other rights to which those directors
and officers seeking indemnification and advancement of expenses may be entitled
under any law, agreement, vote of stockholders, or otherwise.





Any
repeal or amendment of this Article by the stockholders of the Corporation or by
changes in applicable law shall, to the extent permitted by applicable law, be
prospective only, and shall not adversely affect any right to indemnification or
advancement of expenses of a director or officer of the Corporation existing at
the time of such repeal or amendment. In addition to the foregoing, the right to
indemnification and advancement of expenses shall be to the fullest extent
permitted by the General Corporation Law of the State of Delaware
or any other applicable law and all amendments to such laws as hereafter enacted
from time to time.








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ARTICLE
VI


STOCK





Section
1. Certificates.  Every holder of stock shall be entitled to
have a certificate signed by or in the name of the Corporation by the Chairman
of the Board of Directors, if any, or the President, and by the Secretary or an
Assistant Secretary, of the Corporation, certifying the number of shares owned
by him in the Corporation.  Any of or all the signatures on the
certificate may be a facsimile. In case 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 2. Lost, Stolen or Destroyed
Stock Certificates; Issuance of New Certificates.  The
Corporation may issue a new certificate of stock in the place of any certificate
theretofore issued by it, alleged to have been lost, stolen or destroyed, and
the Corporation may require the owner of the lost, stolen or destroyed
certificate, or his legal representative, to give the Corporation a bond
sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.





ARTICLE
VII


MISCELLANEOUS





Section
1. Fiscal Year.The fiscal year of the Corporation shall begin on the
first day of January of each year and end on the last day of December of each
year.





Section 2. Waiver of Notice of
Meetings of Stockholders, Directors and Committees.  Any
written waiver of notice, signed by the person entitled to notice, whether
before or after the time stated therein, 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
3.  Interested  Directors;  Quorum.  No
contract or transaction between the Corporation and one or more of its directors
or officers, or between the Corporation and any other Corporation, partnership,
association, or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose, if: (l) the material facts as to
his  relationship or interest and as to the contract or transaction
are disclosed or are known to the Board of Directors or the
committee,  and the Board of Directors or committee in good faith
authorizes the contract or transaction by the affirmative votes of a majority of
the disinterested directors, even though the disinterested directors be less
than a quorum; or (2) the material  facts as to
his  relationship  or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or  transaction is specifically approved in
good faith by vote of the  stockholders; or (3) the contract or
transaction is fair as to the  Corporation as of the time it is
authorized, approved or ratified,  by the Board of Directors, a
committee thereof, or the stockholders.  Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or of a committee which authorizes the contract or
transaction.





Section 4. Form of
Records.  Any records maintained by the Corporation in the
regular course of its business, including its stock ledger, books of account,
and minute books, may be kept on, or be in the form of, punch cards, magnetic
tape, photographs, microphotographs, or any other information storage device,
provided that the records so kept can be converted into clearly legible form
within a reasonable time. The Corporation shall so convert any records so kept
upon the request of any person entitled to inspect the same.





Section 5.
Amendments.  These By-Laws may be amended or repealed, or new
By-Laws may be adopted, (1) at any annual or special meeting of the
stockholders, by a majority of the total votes of the stockholders, present or
in person or represented by proxy and entitled to vote on such action; provided,
however, that the notice of such meeting shall have been given as provided in
these By-Laws, which notice shall mention that amendment or repeal of these
By-Laws, or the adoption of new By-Laws, is one of the purposes of such meeting;
(2) by written consent of the stockholders  pursuant to Section 10 of
Article I; or (3) by action of the Board of Directors.





I,
the undersigned, Secretary of the Corporation, do hereby certify that the
foregoing is a true, complete, and accurate copy of the By-laws of Apogee
Robotics, Inc., duly adopted by unanimous written consent of the Board of
Directors on the 14th day of December, 2007, and I do further certify that these
By-laws have not since been altered, amended, repealed, or rescinded, and are
now in full force and effect.








/s/ Michael
      AnthonyMichael
      Anthony Secretary





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