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                                                                    Exhibit 3(B)
                                                                    ------------

                             AMENDED AND RESTATED
                                   BY- LAWS
                                      OF
                            LIFE TECHNOLOGIES, INC.
                                   ARTICLE I
                                    OFFICES

          Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

          Section 2. The Corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.

                                  ARTICLE II
                           MEETINGS OF STOCKHOLDERS

          Section 1. All meetings of the stockholders for the election of
directors shall be held in the City of Gaithersburg, State of Maryland, at such
place as may be fixed from-time to time by the board of directors, or at such
other place either within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting. Meetings of stockholders for any other purpose may be held at
such time and place, within or without the State of Delaware, as shall be stated
in the notice of the meeting or in a duly executed waiver of notice thereof.

          Section 2. Annual meetings of stockholders shall be held on the first
Tuesday after the last Thursday in April in each year if not a legal holiday,
and if a legal holiday, then on the next business day following, at 10:00 A.M.,
Eastern Daylight Time, or at such other date and time as shall be

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designated from time to time by the board of directors and stated in the notice
of the meeting, at which they shall elect by a plurality vote a board of
directors, and transact such other business as may properly be brought before
the meeting.

          Section 3. Written notice of the annual meeting stating the place,
date and hour of the meeting shall be given to each stockholder entitled to vote
at such meeting not less than ten nor more than sixty days before the date of
the meeting.

          Section 4. 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 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
chairman of the board or the president or a vice president or by a majority of
the directors by action at a meeting, or by a majority of the directors acting
without a meeting or by the person or persons who hold of record not less than
thirty percent of all the shares outstanding and entitled to be voted on any

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proposal to be submitted at said meeting. Such request shall state the purpose
or purposes of the proposed meeting.

          Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten nor more than sixty days before the
date of the meeting, to each stockholder entitled to vote at such meeting.

          Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

          Section 8. The holders of not less than fifty percent of the stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the certificate of incorporation. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been transacted at
the meeting as originally notified. 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 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which

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case such express provision shall govern and control the decision of such
question.

          Section 10. Unless otherwise provided in the certificate of
incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.

          Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                  ARTICLE III
                                   DIRECTORS

          Section 1. The directors of the corporation shall be divided into
three classes. Each class of directors shall consist of not fewer than three nor
more than five directors. The number of directors in each class may from time to
time be determined by the vote of at least seventy-five percent (75%) of the
directors. The number of directors in any class shall not exceed the number of
directors of any other class by more than one. The term of each class shall
expire in different years. At each annual meeting, the successors

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to the directors of each class whose term shall expire in that year shall be
elected to hold office for a term of three years from the date of their election
and until the election of their successors. In case of any increase in the
number of directors of any class, any additional directors elected to such class
shall hold office for a term which shall coincide with the term of such class.
Directors need not be stockholders.

          Section 2. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors 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
election of the class for which such directors shall have been chosen 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
stockholders holding at least ten percent of the total number 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.

          Section 3. The business of the corporation shall be managed by or
under the direction of its board of directors which may exercise all such powers
of the corporation and do all such lawful acts and things as are not by statute
or by the certificate of incorporation or by these by-laws directed or required
to be exercised or done by the stockholders.

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          Section 4. The board of directors may appoint a chairman of the board
and a vice chairman of the board. The chairman of the board, if any, and vice
chairman of the board, if any, shall not be officers of the corporation.

                             CHAIRMAN OF THE BOARD

          Section 5. The chairman of the board, if any, shall preside at all
meetings of the board of directors and shall have such other powers and perform
such other duties as may from time to time be assigned to him by the board of
directors.

                                 VICE CHAIRMAN

          Section 6. The vice chairman, if any, shall have such powers and
duties as from time to time may be assigned to him by the board of directors.

                      MEETINGS OF THE BOARD OF DIRECTORS

          Section 7. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

          Section 8. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.

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          Section 9. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

          Section 10. Special meetings of the board may be called by the
chairman of the board or by the president or by a vice president or by the
secretary of the company on 2 days' notice to each director, either personally
or by mail or by telegram; special meetings may be called by the chairman of the
board or by the president or by a vice president or by the secretary of the
Company in like manner and on like notice on the written request of not less
than one-third of the directors.

          Section 11. At all meetings of the board a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

          Section 12. Unless otherwise restricted by the certificate of
incorporation or these by-laws, 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 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 or committee.

          Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of conference telephone

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or similar communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

                            COMMITTEES OF DIRECTORS

          Section 14. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation.  Without limitation,
such committees may include an executive committee, an audit committee and a
compensation and organization committee. The board 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 a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in these bylaws or 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; but no such committee shall have the
power or authority in reference to amending the certificate of incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
by-laws of the corporation; and, unless the resolution or the certificate of
incorporation expressly so provide, no such committee shall have the power or
authority to declare a

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dividend or to authorize the issuance of stock. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the board of directors.

          Section 15. Subject to the provisions of Section 14, when the board of
directors is not in session, the executive committee 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 16. Subject to the provisions of Section 14, the audit
committee shall monitor the corporation's policy on ethics and business conduct,
the integrity of officers, accounting policies and internal controls and the
quality of published financial statements. The audit committee shall recommend
to the full board of directors the selection of independent auditors and shall
monitor the scope and quality of audits and quarterly reviews performed by the
independent auditors as well as other services provided to the corporation by
the independent auditors.

          Section 17. Subject to the provisions of Section 14, the compensation
and organization committee shall approve and report to the full board with
respect to the corporation's compensation policy, including matters relating to
pension and other remuneration plans and arrangements and the compensation of
officers. The compensation and organization committee shall also monitor and
report to the full board with respect to organizational matters with respect to
the corporation and the board of directors. The compensation and organization
committee shall administer the corporation's stock option plans, and in
connection therewith, shall have all the authority of the board of directors
under such plans to the extent permitted by such plans and subject to the
provisions of Section 14.

          Section 18. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

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                           COMPENSATION OF DIRECTORS

          Section 19. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

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                             REMOVAL OF DIRECTORS

          Section 20. The affirmative vote of the holders of not less than
eighty percent (80%) of the Common Stock of the corporation shall be required to
remove from office any or all of the directors, or all of the directors of a
particular class. A director may be removed from office only for cause. As used
in this Section 20, the term "cause" means fraud, criminal conduct or gross
abuse of office amounting to a breach of trust. Any stockholder proposing to
remove a director shall (i) request, in accordance with the requirements of the
by-laws of the corporation, that a special meeting of the stockholders be
called, or notify the corporation that such proposal shall be presented at the
annual meeting of stockholders, and (ii) state, in the request for such meeting
or in such notification, in detail all the particular reasons and circumstances
as a result of which such removal for cause is justified. Any director proposed
to be so removed shall be permitted an opportunity to be heard by the
stockholders to rebut such charges before any vote for removal is taken.

                                  ARTICLE IV
                                    NOTICES

          Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

          Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled

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to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                   ARTICLE V
                                   OFFICERS

          Section 1. The officers of the corporation shall be chosen by the
board of directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers. Any number of
offices may be held by the same person, unless the certificate of incorporation
or these by-laws otherwise provide.

          Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more vice-
presidents, a secretary and a treasurer.

          Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board. The board of directors may delegate to the chief
executive officer the authority to appoint such officers and the chief executive
officer shall notify the board of directors of such appointments at the meeting
following any such appointment.

          Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

          Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer may be removed at any time
by the affirmative vote of a majority of the board of directors and any officer
appointed by the chief executive officer may be removed at any time by the chief
executive officer. Any vacancy occurring in any office of the corporation may be
filled by the board of directors.

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                                 THE PRESIDENT

          Section 6. The president shall be the chief executive officer of the
corporation and, subject to the control of the board of directors, shall
supervise and control all the business and affairs of the corporation and see
that all orders and resolutions of the board of directors are carried into
effect.

          Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.

                              THE VICE-PRESIDENTS

          Section 8. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting shall
have all the powers of and be subject to all the restrictions upon the
president. The vice-presidents shall perform such other duties and have such
other powers as the chief executive officer or the board of directors may from
time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARY

          Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the committees of the
board of directors when required. The secretary shall give, or cause to be
given, notice of all meetings of the stockholders and special

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meetings of the board of directors, and shall perform such other duties as may
be prescribed by the board of directors or chief executive officer, under whose
supervision he shall be. The secretary shall have custody of the corporate seal
of the corporation and the secretary, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.

          Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                    THE TREASURER AND ASSISTANT TREASURERS

          Section 11. 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 designated by the board of directors.

          Section 12. The treasurer shall disburse the funds of the corporation
as may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so

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requires, an account of all his transactions as treasurer and of the financial
condition of the corporation.

          Section 13. If required by the board of directors, the treasurer shall
give the corporation a bond (which shall be renewed every six years) in such sum
and with such surety or sureties as shall be satisfactory to the board of
directors for the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation.

          Section 14. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election),
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

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                                  ARTICLE VI
                                INDEMNIFICATION

          Section 1. 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, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee, member of a
committee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee, member of a committee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys, fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not,, of itself, create a
        ----------------
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

          Section 2. 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, employee, member of a committee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee,
member of a committee or agent of another corporation, partnership,

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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 not opposed to the best interests of the corporation
and except that no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

          Section 3. To the extent that a director, officer, employee, member of
a committee or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Sections 1
or 2 of this Article VI 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. Any indemnification under Sections 1 and 2 of this Article
VI (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee, member of a committee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Sections 1 or 2 of this Article VI. Such determination shall be made (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceedings, or (b) if such a quorum is
not obtainable, or, even if obtainable a quorum of

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disinterested directors so directs, by independent legal counsel in a written
opinion, or (c) by the stockholders.

          Section 5. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director, officer, employee, member of a committee or agent
to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in this Article VI.

          Section 6. The indemnification and advancement of expenses provided
by, or granted pursuant to, the other sections of this Article shall not be
deemed exclusive of any other rights to which a person seeking indemnification
or advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

          Section 7. The corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee, member of a committee or agent of the corporation, or is or was
serving at the request of the corporation, as a director, officer, employee,
member of a committee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this Article VI.

          Section 8. For purposes of this Article VI, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the corporation"

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shall include any service as a director, officer, employee, member of a
committee or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee, member of a committee or agent
with respect to an employee benefit plan, its participants, or beneficiaries;
and a person who acted in good faith and in a manner he reasonably believed to
be in the interest of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not opposed to the best
interests of the corporation" as referred to in Article VI.

          Section 9. The indemnification and advancement of expenses provided
by, or granted pursuant to, this Article shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

                                  ARTICLE VII
                             CERTIFICATE OF STOCK

          Section 1. Every holder of stock in the corporation shall be entitled
to have a certificate, signed by, or in the name of the corporation by, the
chairman or vice-chairman of the board of directors, or the president or a vice-
president and the treasurer or an assistant treasurer, or the secretary or an
assistant secretary of the corporation, certifying the number of shares owned by
him in the corporation.

          Section 2. Any of or all the signatures on the certificate may be
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.

                               LOST CERTIFICATES

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          Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

                              TRANSFERS OF STOCK

          Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

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                              FIXING RECORD DATE

          Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meetings, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to, vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

                            REGISTERED STOCKHOLDERS

          Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

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                                 ARTICLE VIII
                              GENERAL PROVISIONS
                                   DIVIDENDS

          Section 1. Dividends upon the capital stock of the corporation subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

          Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                               ANNUAL STATEMENT

          Section 3. The board of directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the corporation.

                                    CHECKS

          Section 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

                                  FISCAL YEAR

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          Section 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.

                                     SEAL

          Section 6. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                  ARTICLE IX
                                  AMENDMENTS

          Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the affirmative vote or written consent of the
stockholders of record entitled to exercise sixty-seven percent (67%) of the
voting power of the Company on such proposal, provided however, that if the by-
laws are amended or new by-laws are adopted by written consent without a meeting
of the stockholders, the secretary shall mail a copy of-such amendment or such
new by-laws to each stockholder of record who would have been entitled to vote
thereon and did not participate in the adoption thereof.

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