EXHIBIT 3.1

                     CERTIFICATE OF AMENDMENT
                                TO
             RESTATED CERTIFICATE OF INCORPORATION OF

                            IMGE, INC.


     The Restated Certificate of Incorporation of IMGE, Inc. was
filed with the Secretary of State of the State of Delaware on July
21, 1987, under the name Communications & Cable Inc.  An Amendment
to the Restated Certificate of Incorporation was filed with the
Secretary of State of the State of Delaware on March 21, 1989, and
an additional Certificate of Amendment was filed with the Secretary
of State of the State of Delaware on October 7, 1992.  A
Certificate of Renewal and Revival of Charter was filed with the
Secretary of State of the State of Delaware on November 8, 1995. 
IMGE, Inc. does hereby certify that the within Amendment to the
Restated Certificate of Incorporation was duly adopted on November
4, 1996, in accordance with Section 242 of the Delaware General
Corporation Law by unanimous written consent in accordance with
Section 228 of the Delaware General Corporation Law.

     1.  Article 1 of the Restated Certificate of Incorporation, as
amended, is hereby deleted in its entirety and amended to read as
follows:

          "1.  The name of this corporation is nStor   
          Technologies, Inc."


     IN WITNESS WHEREOF, IMGE, Inc. has caused this Certificate of
Amendment to the Restated Certificate of Incorporation of IMGE,
Inc. to be signed by its President and attested by its Secretary
this 5th day of November, 1996.


                         IMGE INC., a Delaware corporation


                         By:    /s/ Mark F. Levy         
                              Mark F. Levy, President


ATTEST:

   /s/ Joseph Weingard
__________________________
Joseph Weingard
Secretary




              RESTATED CERTIFICATE OF INCORPORATION
                                OF
                   COMMUNICATIONS & CABLE INC.


     The original Certificate of Incorporation of Communications &
Cable Inc. (at the time known as Pacific Coast Properties, Inc.)
was filed with the Secretary of State of the State of Delaware on
November 23, 1959.  Such Certificate of Incorporation, as
previously amended, is hereby restated in full to read as follows:

     1.  The name of the corporation is Communications & Cable Inc.
(the "Corporation").

     2.  The address of the Corporation's registered office in the
State of Delaware is 1209 Orange Street, City of Wilmington, 19801,
County of New Castle.  The name of its registered agent at such
address is The Corporation Trust Company.

     3.  The nature of the business or purposes to be conducted or
promoted by the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General
Corporation Law of Delaware.

     4.  (a)  The total number of shares which this Corporation is
authorized to issue is twenty-five million (25,000,000).  The
Corporation is authorized to issue two classes of shares to be
designated, respectively, "Preferred Stock" and "Common Stock". 
The number of shares of Preferred Stock authorized to be issued is
one million (1,000,000) and the number of shares of Common Stock
authorized to be issued is twenty-four million (24,000,000).  The
Preferred Stock shall have a par value of $.01 per share and the
Common Stock shall have a par value of $.05 per share.  The
aggregate par value of all shares of Preferred Stock is $10,000 and
the aggregate par value of all shares of Common Stock is
$1,200,000.  Each currently authorized, issued and outstanding
share of the Corporation's stock shall remain outstanding at one
share of Common Stock.

         (b)  The shares of Preferred Stock may be issued from time
to time in one or more series.  The Board of Directors is
authorized, subject to limitations prescribed by law and the
provisions of this Article 4 to provide for the issuance of the
shares of Preferred Stock in series, and by filing a certificate
pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be included in
each such series, and to fix the designation, powers, preferences
and the rights of the shares of each such series and the
qualifications, limitations or restrictions thereof.

         (c)  The authority of the Board with respect to each
series shall include, but not be limited to, determination of the
following:

          (i)    The number of shares constituting that series and
the distinctive designation of that series;

          (ii)   The dividend rate on the shares of that series,
whether dividends shall be cumulative, and, if so, from which date
or dates, and the relative rights of priority, if any, of payment
of dividends on shares of that series;

          (iii)  whether that series shall have voting rights, in
addition to any voting rights provided by law, and, if so, the
terms of such voting rights and whether the series shall have the
right to vote cumulatively;

          (iv)   Whether that series shall have conversion
privileges, and, if so, the terms and conditions of such
conversion, including a provision for adjustment of the conversion
rate in such events as the Board of Directors shall determine;

          (v)    Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such
redemption, including the date or dates upon or after which they
shall be redeemable, and the amount per share payable in case of
redemption, which amount may vary under different conditions and at
different redemption dates;

          (vi)   Whether that series shall have a sinking fund for
the redemption or purchase of shares of that series, and, if so,
the terms and amount of such sinking fund;

          (vii)   The rights of the shares of that series in the
event of voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, and the relative rights of priority,
if any, of payment of shares of that series;

          (viii)  Any other relative or participating rights,
preferences and limitations of that series.


     4.  (d)  The number of authorized shares of Preferred Stock
may be increased or decreased by the affirmative vote of the
holders of a majority of the stock of the Corporation that is
entitled to vote without a class vote of the Preferred Stock or any
class or series thereof, except as may otherwise be provided in the
resolution or resolutions affixing the voting rights of such class
or series.

     5.  The Corporation shall have perpetual existence.

     6.  In furtherance and not in limitation of the powers
conferred by statue, the Board of Directors is expressly authorized
to make, alter, amend or repeal the By-Laws of the Corporation,
except to the extent that the By-Laws or this Certificate of
Incorporation otherwise provide.

     7.  The number of directors of the Corporation shall be fixed
and may be altered from time to time in the manner provided in the
By-Laws, and vacancies in the Board of Directors and newly created
directorships resulting from any increase in the authorized number
of directors may be filled, and directors may be removed, as
provided in the By-Laws.

     8.  At all elections of directors of the Corporation, each
holder of Common Stock shall be entitled to as many votes as shall
equal the number of votes which (except for such provision as to
cumulative voting) he would be entitled to cast for the election of
directors with respect to his shares of Common Stock multiplied by
the number of directors to be elected by him, and he may cast all
of such votes for a single director or may distribute them among
the number to be voted for, or for any two or more of them as he
may see fit.

     9.  Meetings of stockholders may be held without the State of
Delaware, as the By-Laws may provide.  The books of the Corporation
may be kept (subject to any provision contained in the statutes)
outside the State of Delaware at such place or places as may be
designated from time to time by the Board of Directors or in the
By-Laws of the Corporation.

     10. To the fullest extent permitted by the Delaware General
Corporation Law, as the same exists or as may hereafter be amended,
a director of the Corporation shall not be personally liable to the
Corporation of its stockholders for monetary damages for breach of
fiduciary duty as a director. Neither any amendment nor repeal of
this Article 10, nor the adoption of any provision of this
Certificate of Incorporation inconsistent with this Article 10,
shall eliminate or reduce the effect of this Article 10 in respect
of any matter occurring, or any cause of action, suit or claim
that, but for this Article 10, would accrue or arise, prior to such
amendment, repeal or adoption of any inconsistent provision.

     11. The election of directors need not be by written ballot
unless a stockholder demands election by written ballot as a
meeting of stockholders before the voting begins.

     12. The Corporation reserves the right to amend, alter, change
or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.


     IN WITNESS WHEREOF, this Restated Certificate of
Incorporation, which restates and integrates but also further
Amends the Certificate of Incorporation of Communications & Cable
Inc., was adopted by the Board of Directors and the stockholders of
the Corporation pursuant to Sections 242 and 245 of the Delaware
General Corporation Law, and has been executed by its duly
authorized officers this 13th day of July, 1987.


                         Communications & Cable Inc.,
                           a Delaware Corporation

                               /s/ Joseph Weingard
                         By________________________________
                              Joseph Weingard, President


Attest:

      /s/ Mark F. Levy
By___________________________
    Mark F. Levy, Secretary

   



EXHIBIT 3.2


                         RESTATED BY-LAWS
                                OF
                     nStor Technologies, Inc.


                        TABLE OF CONTENTS



ARTICLE I      CORPORATE OFFICES . . . . . . . . . . . . . . .  1

     1.1       REGISTERED OFFICE . . . . . . . . . . . . . . . .1
     1.2       OTHER OFFICES . . . . . . . . . . . . . . . . .  1

ARTICLE II     MEETINGS OF STOCKHOLDERS. . . . . . . . . . . .  1

     2.1       PLACE OF MEETINGS . . . . . . . . . . . . . . .  1
     2.2       ANNUAL MEETINGS . . . . . . . . . . . . . . . . .1
     2.3       SPECIAL MEETING . . . . . . . . . . . . . . . .  1
     2.4       NOTICE OF STOCKHOLDERS' MEETINGS. . . . . . . .  2
     2.5       MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. .  2
     2.6       QUORUM. . . . . . . . . . . . . . . . . . . . .  2
     2.7       ADJOURNED MEETING; NOTICE . . . . . . . . . . .  3
     2.8       CONDUCT OF BUSINESS . . . . . . . . . . . . . .  3
     2.9       VOTING. . . . . . . . . . . . . . . . . . . . .  3
     2.10      WAIVER OF NOTICE. . . . . . . . . . . . . . . .  3
     2.11      STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A
               MEETING . . . . . . . . . . . . . . . . . . . .  4
     2.12      RECORD DATE FOR STOCKHOLDER NOTICE; VOTING;
               GIVING CONSENTS . . . . . . . . . . . . . . . . .4
     2.13      PROXIES . . . . . . . . . . . . . . . . . . . .  5
     2.14      LIST OF STOCKHOLDERS ENTITLED TO VOTE . . . . .  5

ARTICLE III    DIRECTORS . . . . . . . . . . . . . . . . . . .  6

     3.1       POWERS. . . . . . . . . . . . . . . . . . . . .  6
     3.2       NUMBER OF DIRECTORS . . . . . . . . . . . . . .  6
     3.3       ELECTION, QUALIFICATION AND TERM OF OFFICE OF
               DIRECTORS . . . . . . . . . . . . . . . . . . .  6
     3.4       RESIGNATION AND VACANCIES . . . . . . . . . . .  6
     3.5       PLACE OF MEETINGS; MEETINGS BY TELEPHONE. . . .  7
     3.6       REGULAR MEETINGS. . . . . . . . . . . . . . . .  8
     3.7       SPECIAL MEETINGS; NOTICE. . . . . . . . . . . .  8
     3.8       QUORUM. . . . . . . . . . . . . . . . . . . . .  8
     3.9       WAIVER OF NOTICE. . . . . . . . . . . . . . . .  9
     3.10      BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING  9
     3.11      FEES AND COMPENSATION OF DIRECTORS. . . . . . .  9
     3.12      APPROVAL OF LOANS TO OFFICERS . . . . . . . . .  9
     3.13      REMOVAL OF DIRECTORS. . . . . . . . . . . . . . 10

ARTICLE IV     COMMITTEES. . . . . . . . . . . . . . . . . . . 10

     4.1       COMMITTEES OF DIRECTORS . . . . . . . . . . . . 10
     4.2       COMMITTEE MINUTES . . . . . . . . . . . . . . . 11
     4.3       MEETINGS AND ACTION OF COMMITTEES . . . . . . . 11

ARTICLE V      OFFICERS. . . . . . . . . . . . . . . . . . . . 11

     5.1       OFFICERS. . . . . . . . . . . . . . . . . . . . 11
     5.2       APPOINTMENT OF OFFICERS . . . . . . . . . . . . 11
     5.3       SUBORDINATE OFFICERS. . . . . . . . . . . . . . 12
     5.4       REMOVAL AND RESIGNATION OF OFFICERS . . . . . . 12
     5.5       VACANCIES IN OFFICES. . . . . . . . . . . . . . 12
     5.6       CHAIRMAN OF THE BOARD . . . . . . . . . . . . . 12
     5.7       CHIEF EXECUTIVE OFFICER . . . . . . . . . . . . 12
     5.8       PRESIDENT . . . . . . . . . . . . . . . . . . . 13
     5.9       VICE PRESIDENTS . . . . . . . . . . . . . . . . 13
     5.10      SECRETARY . . . . . . . . . . . . . . . . . . . 13
     5.11      TREASURER . . . . . . . . . . . . . . . . . . . 14
     5.12      REPRESENTATION OF SHARES OF OTHER CORPORATIONS. 14
     5.13      AUTHORITY AND DUTIES OF OFFICERS. . . . . . . . 15

ARTICLE VI     INDEMNITY . . . . . . . . . . . . . . . . . . . 15

     6.1       THIRD PARTY ACTIONS . . . . . . . . . . . . . . 15
     6.2       ACTIONS BY OR IN THE RIGHT OF THE CORPORATION . 15
     6.3       SUCCESSFUL DEFENSE. . . . . . . . . . . . . . . 16
     6.4       DETERMINATION OF CONDUCT. . . . . . . . . . . . 16
     6.5       PAYMENT OF EXPENSES IN ADVANCE. . . . . . . . . 17
     6.6       INDEMNITY NOT EXCLUSIVE . . . . . . . . . . . . 17
     6.7       INSURANCE INDEMNIFICATION . . . . . . . . . . . 17
     6.8       THE CORPORATION . . . . . . . . . . . . . . . . 17
     6.9       EMPLOYEE BENEFIT PLANS. . . . . . . . . . . . . 18
     6.10      CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF
               EXPENSES. . . . . . . . . . . . . . . . . . . . 18

ARTICLE VII    RECORDS AND REPORTS . . . . . . . . . . . . . . 18

     7.1       MAINTENANCE AND INSPECTION OF RECORDS . . . . . 18
     7.2       INSPECTION BY DIRECTORS . . . . . . . . . . . . 19
     7.3       ANNUAL STATEMENT TO STOCKHOLDERS. . . . . . . . 19

ARTICLE VIII   GENERAL MATTERS . . . . . . . . . . . . . . . . 19

     8.1       CHECKS. . . . . . . . . . . . . . . . . . . . . 19
     8.2       EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS 19
     8.3       STOCK CERTIFICATES; PARTLY PAID SHARES. . . . . 20
     8.4       SPECIAL DESIGNATION ON CERTIFICATES . . . . . . 20
     8.5       LOST CERTIFICATES . . . . . . . . . . . . . . . 21
     8.6       CONSTRUCTION; DEFINITIONS . . . . . . . . . . . 21
     8.7       DIVIDENDS . . . . . . . . . . . . . . . . . . . 21
     8.8       FISCAL YEAR . . . . . . . . . . . . . . . . . . 22
     8.9       SEAL. . . . . . . . . . . . . . . . . . . . . . 22
     8.10      TRANSFER OF STOCK . . . . . . . . . . . . . . . 22
     8.11      STOCK TRANSFER AGREEMENTS . . . . . . . . . . . 22
     8.12      REGISTERED STOCKHOLDERS . . . . . . . . . . . . 22

ARTICLE IX     AMENDMENTS. . . . . . . . . . . . . . . . . . . 22





                        RESTATED BY-LAWS
                               OF
                    nStor Technologies, Inc.


                           ARTICLE I
                       CORPORATE OFFICES


     1.1  REGISTERED OFFICE

     The registered office of the corporation shall be in the City
of Wilmington, State of Delaware. The name of the registered agent
of the corporation at such location is The Corporation Trust
Company.

     1.2  OTHER OFFICES

     The board of directors may at any time establish other offices
at any place or places where the corporation is qualified to do
business.

                           ARTICLE II
                    MEETINGS OF STOCKHOLDERS

     2.1  PLACE OF MEETINGS

     Meetings of stockholders shall be held at any place, within or
outside the State of Delaware, as may be designated by the board of
directors. In the absence of any such designation, stockholders'
meetings shall be held at the registered office of the corporation.

     2.2  ANNUAL MEETING

     The annual meeting of stockholders shall be held each year on
a date and at a time designated by the board of directors. At the
meeting, directors shall be elected and any other proper business
may be transacted.

     2.3  SPECIAL MEETING

     A special meeting of the stockholders may be called at any
time by the board of directors, or by the chairman of the board, or
by the chief executive officer, president or vice president, or by
one or more stockholders holding shares in the aggregate entitled
to cast not less than thirty five percent (35%) of the votes at the
meeting.

     If a special meeting is called by any person or persons other
than the board of directors, the request shall be in writing,
specifying the time of such meeting and the general nature of the
business proposed to be transacted, and shall be delivered
personally or sent by registered mail or by telegraphic or other
facsimile transmission to the chairman of the board, the chief
executive officer, the president, any vice president, or the
secretary of the corporation.  No business may be transacted at
such special meeting other than as specified in such notice. The
officer receiving the request shall cause notice to be promptly
given to the stockholders entitled to vote, in accordance with the
provisions of Section 2.4 and 2.5 hereof, that a meeting will be
held at the time requested by the person or persons calling the
meeting, not less than thirty-five (35) nor more than sixty (60)
days after the receipt of the request. If the notice is not given
within twenty (20) days after the receipt of the request, the
person or persons requesting the meeting may give the notice.
Nothing contained in this paragraph of this Section 23 shall be
construed as limiting, fixing, or affecting the time when a meeting
of stockholders called by action of the board of directors may be
held.

     2.4  NOTICE OF STOCKHOLDERS' MEETINGS

     All notices of meetings of stockholders shall be in writing
and shall be sent or otherwise given in accordance with Section 25
hereof not less than ten (10) nor more than sixty (60) days before
the date of the meeting to each stockholder entitled to vote at
such meeting. The notice shall specify the place, date and hour of
the meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called.

     2.5  MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

     Written notice of any meeting of stockholders, if mailed, is
given when deposited in the United States mail, postage prepaid,
directed to the stockholder at his address as it appears on the
records of the corporation.  An affidavit of the secretary or an
assistant secretary or of the transfer agent of the corporation
that the notice has been given shall in the absence of fraud, be
prima facie evidence of the facts stated therein.

     2.6  QUORUM

     The holders of a majority 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 is not present or represented at any meeting
of the stockholders, then either (i) the chairman of the meeting or
(ii) the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have the power to adjourn the
meeting from time to time, without notice other than announcement
at the meeting, until a quorum is present or represented. At such
adjourned meeting at which a quorum is present or represented, any
business may be transacted that might have been transacted at the
meeting as originally noticed.

     2.7  ADJOURNED MEETING; NOTICE

     When a meeting is adjourned to another time or place, except
as otherwise specified herein notice need not be given of the
adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the adjourned
meeting the corporation may transact any business that might have
been transacted at the original meeting.  If the adjournment is for
more than thirty (30) days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

     2.8  CONDUCT OF BUSINESS

     The chairman of any meeting of stockholders shall determine
the order of business and the procedure at the meeting, including
the regulation of the manner of voting and the conduct of business.

     2.9  VOTING

     The stockholders entitled to vote at any meeting of
stockholders shall be determined in accordance with the provisions
of Section 2.12 hereof, subject to the provisions of Sections 217
and 218 of the General Corporation Law of Delaware (relating to
voting rights of fiduciaries, pledgors and joint owners of stock
and to voting trusts and other voting agreements).

     The stockholders' vote may be conducted by voice vote or by
written ballot; provided, however, that the stockholders' vote in
an election of directors must be conducted by written ballot if any
shareholder so demands at any meeting before the voting has begun.

     Except as provided in the last paragraph of this Section 2.9
or as may be otherwise provided in the certificate of
incorporation, each stockholder shall be entitled to one vote for
each share of capital stock held by such stockholder. Stockholders
shall have such cumulative voting rights, if any, as shall be
provided in the certificate of incorporation.

     2.10 WAIVER OF NOTICE

     Whenever notice is required to be given under any provision of
the General Corporation Law of Delaware or of the certificate of
incorporation or these by-laws, a written waiver thereof, 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 persons 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
need be specified in any written waiver of notice unless so
required by the certificate of incorporation or these by-laws.

     2.11 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

     Unless otherwise provided in the certificate of incorporation,
any action required by applicable law to be taken at any annual or
special meeting of stockholders of a corporation, or any action
that 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, is 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 of the stockholders
shall be given to those stockholders who have not consented in
writing. If the action which is consented to is such as would have
required the filing of a certificate under any section of the
General Corporation Law of Delaware if such action had been voted
on by stockholders at a meeting thereof, then the certificate filed
under such section shall state, in lieu of any statement required
by such section concerning any vote of stockholders, that written
notice and written consent have been given as provided in Section
228 of the General Corporation Law of Delaware.

     2.12 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING
          CONSENTS

     In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of the stockholders
or any adjournment thereof, 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 less than ten (10) nor more sixty (60)
days before the date of such meeting.

     If the board of directors does not so fix a record date:

     (i) The record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice
is given, or, if notice is waived, at the dose of business on the
day next preceding the day on which the meeting is held.

     (ii) The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting,
when no prior action by the board of directors is necessary, shall
be the day on which the first written consent is expressed.

     (iii) The record date for determining stockholders for any
other purpose shall be at the close of business on the day on which
the board of directors adopts the resolution relating thereto.

     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.

     2.13 PROXIES

     Each stockholder entitled to vote at a meeting of stockholders
or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act
for him by a written proxy, signed by the stockholder and filed
with the secretary of the corporation, but no such proxy shall be
voted or acted upon after three (3) years from its date, unless the
proxy provides for a longer period. A proxy shall be deemed signed
if the stockholder's name is placed on the proxy (whether by manual
signature, typewriting, telegraphic transmission or otherwise) by
the stockholder or the stockholder's attorney-in-fact. The
revocability of a proxy that states on its face that it is
irrevocable shall be governed by the provisions of Section 212(c)
of the General Corporation Law of Delaware.

     2.14 LIST OF STOCKHOLDERS ENTITLED TO VOTE

     The officer who has charge of the stock ledger of a
corporation shall prepare and make, at least ten (10) days before
every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of
shares registered in the name of each stockholder. 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 (10) 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. Such list shall presumptively determine
the identity of the stockholders entitled to vote at the meeting
and the number of shares held by each of them.

                          ARTICLE III
                           DIRECTORS

     3.1  POWERS

     Subject to the provisions of the General Corporation Law of
Delaware and any limitations in the certificate of incorporation or
these by-laws relating to action required to be approved by the
stockholders or by the outstanding shares, the business and affairs
of the corporation shall be managed and all corporate powers shall
be exercised by or under the direction of the board of directors.

     3.2  NUMBER OF DIRECTORS

     Subject to any limitations in the certificate of
incorporation, the board of directors shall consist of not less
than three (3) members, the exact number of which shall bc fixed by
resolution of the board of directors from time to time.

     No reduction of the authorized number of directors shall have
the effect of removing any director before that director's term of
office expires.

     3.3  ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

     Except as provided in Section 3.4 of these by-laws, directors
shall bc elected at each annual meeting of stockholders to hold
office until the next annual meeting. Directors need not be
stockholders unless so required by the certificate of incorporation
or these by-laws, wherein other qualifications for directors may be
prescribed.  Each director, including a director elected to fill a
vacancy, shall hold office until his successor is elected and
qualified or until his earlier resignation or removal.

     Elections of directors need not be by written ballot.

     3.4  RESIGNATION AND VACANCIES

     Any director may resign at any time upon written notice to the
attention of the secretary of the corporation. When one or more
directors so resigns and the resignation is effective at a future
date, a majority of the directors then in office, including those
who have so resigned, prior to the effective date of their
resignations, 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.

     Unless otherwise provided in the certificate of incorporation
or these by-laws:

          (i)  Newly created directorships resulting from any
     increase in the authorized number of directors elected by all
     of the stockholders having the right to vote as a single class
     or other vacancies may be filled by the majority of the
     directors then in office, although less than a quorum, or by
     a sole remaining director.

          (ii) Whenever the holders of any class or classes of
     stock or series thereof are entitled to elect one or more
     directors by the provisions of the certificate of
     incorporation, vacancies and newly created directorships of
     such class or classes or series may be filled by a majority of
     the directors elected by such class or classes or series
     thereof then in office, or by a sole remaining director so
     elected.

     If at any time, by reason of death or resignation or other
cause, the corporation should have no directors in office, then any
officer or any stockholder or an executor, administrator, trustee
or guardian of a stockholder, or other fiduciary entrusted with
like responsibility for the person or estate of a stockholder, may
call a special meeting of stockholders in accordance with the
provisions of the certificate of incorporation or these by-laws, or
may apply to the Court of Chancery for a decree summarily ordering
an election as provided in Section 211 of the General Corporation
Law of Delaware.

     If, at the time of filling any vacancy or any newly created
directorship, the directors then in office constitute less than a
majority of the whole board (as constituted immediately prior to
any such increase), then the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten
(10) 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 as aforesaid, which election shall be
governed by the provisions of Section 211 of the General
Corporation Law of Delaware as far as applicable.

     3.5  PLACE OF MEETINGS; MEETINGS BY TELEPHONE

     The board of directors of the corporation may hold meetings,
both regular and special either within or outside the State of
Delaware.

     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 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.

     3.6  REGULAR MEETINGS

     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.

     3.7  SPECIAL MEETINGS; NOTICE

     Special meetings of the board of directors for any purpose or
purposes may be called at any time by the chairman of the board,
the chief executive officer, the president, or any two (2)
directors.

     Notice of the time and place of special meetings shall be
delivered personally or by telephone to each director or sent by
first-class mail or telegram, charges prepaid, addressed to each
director at that director's address as it is shown on the records
of the corporation. If the notice is mailed, it shall be deposited
in the United States mail at least four (4) days before the time of
the holding of the meeting. If the notice is delivered personally
or by telephone or by telegram, it shall be delivered personally or
by telephone or to the telegraph company at least forty-eight (48)
hours before the time of the holding of the meeting. Any oral
notice given personally or by telephone may be communicated either
to the director or to a person at the office of the director who
the person giving the notice has reason to believe will promptly
communicate it to the director. The notice need not specify the
purpose or the place of the meeting, if the meeting is to be held
at the principal executive office of the corporation.

     3.8  QUORUM

     At all meetings of the board of directors, a majority of the
authorized number of 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 is not present at any meeting of the board of directors,
then the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the
meeting, until a quorum is present.

     A meeting at which a quorum is initially present may continue
to transact business notwithstanding the withdrawal of directors,
if any action taken is approved by at least a majority of the
required quorum for that meeting.

     3.9  WAIVER OF NOTICE

     Whenever notice is required to be given under any provision of
the General Corporation Law of Delaware or of the certificate of
incorporation or these by-laws, a written waiver thereof, 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 directors, or
members of a committee of directors, need be specified in any
written waiver of notice unless so required by the certificate of
incorporation or these by-laws.

     3.10  BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

     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.

     3.11 FEES AND COMPENSATION OF DIRECTORS

     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.

     3.12 APPROVAL OF LOANS TO OFFICERS

     The corporation may lend money to, or guarantee any obligation
of, or otherwise assist any officer or other employee of the
corporation or of its subsidiaries, including any officer or
employee who is a director of the corporation or its subsidiaries,
whenever, in the judgment of the directors, such loan guaranty or
assistance may reasonably be expected to benefit the corporation.
The loan, guaranty or other assistance may be with or without
interest and may be unsecured or secured in such manner as the
board of directors shall approve, including, without limitation a
pledge of shares of stock of the corporation. Nothing in this
section contained shall be deemed to deny, limit or restrict the
powers of guaranty or warranty of the corporation at common law or
under any statute.

     3.13 REMOVAL OF DIRECTORS

     Unless otherwise restricted by statute, by the certificate of
incorporation or by these by-laws, any director or the entire board
of directors may be removed, with or without cause, by the holders
of a majority of the shares then entitled to vote at an election of
directors.

     No reduction of the authorized number of directors shall have
the effect of removing any director prior to the expiration of such
director's term of office.

                           ARTICLE IV
                           COMMITTEES

     4.1  COMMITTEES OF DIRECTORS

     The board of directors may, by resolution passed by a majority
of the whole board, designate one or more committees, with each
committee to consist of one or more of the directors of the
corporation. 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 the
resolution of the board of directors or in the by-laws of the
corporation 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 that may require it;
but no such committee shall have the power or authority to (i)
amend the certificate of incorporation (except that a committee
may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the board
of directors as provided in Section 151(a) of the General
Corporation Law of Delaware, fix the designations and any of the
preferences or rights of such shares relating to dividends,
redemption, dissolution, any distribution of assets of the
corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of
the same or any other class or classes of stock of the corporation
or fix the number of shares of any series of stock or authorize the
increase or decrease of the shares of any series), (ii) adopt an
agreement of merger or consolidation under Sections 251 or 252 of
the General Corporation Law of Delaware, (iii) recommend to the
stockholders the sale, lease or exchange of all or substantially
all of the corporation's property and assets, (iv) recommend to the
stockholders a dissolution of the corporation or the revocation of
a dissolution, or (v) amend the by-laws of the corporation; and,
unless the board resolution establishing the committee, the
by-laws, or the certificate of incorporation expressly so provide,
no such committee shall have the power or authority to declare a
dividend, to authorize the issuance of stock, or to adopt a
certificate of ownership and merger pursuant to Section 253 of the
General Corporation Law of Delaware.

     4.2  COMMITTEE MINUTES

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

     4.3  MEETINGS AND ACTION OF COMMITTEES

     Meetings and actions of committees shall be governed by, and
held and taken in accordance with, the provisions of Article III of
these by-laws, Section 35 (place of meetings and meetings by
telephone), Section 3.6 (regular meetings), Section 3.7 (special
meetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of
notice), and Section 3.10 (action without a meeting), with such
changes in the context of those by-laws as are necessary to
substitute the committee and its members for the board of directors
and its members; provided, however, that the time of regular
meetings of committees may be determined either by resolution of
the board of directors or by resolution of the committee, that
special meetings of committees may also be called by resolution of
the board of directors and that notice of special meetings of
committees shall also be given to all alternate members, who shall
have the right to attend all meetings of the committee. The board
of directors may adopt rules for the government of any committee
not inconsistent with the provisions of these by-laws.

                           ARTICLE V
                            OFFICERS

     5.1  OFFICERS

     The officers of the corporation shall be a chief executive
officer, a secretary and a treasurer. The corporation may also
have, at the discretion of the board of directors, a chairman of
the board, a president, one or more vice presidents, one or more
assistant secretaries, one or more assistant treasurers, and any
such other officers as may be appointed in accordance with the
provisions of Section 53 of these by-laws. Any number of offices
may be held by the same person.

     5.2  APPOINTMENT OF OFFICERS

     The officers of the corporation, except such officers as may
be appointed in accordance with the provisions of Sections 53 or 55
of these by-laws, shall be appointed by the board of directors,
subject to the rights, if any, of an officer under any contract of
employment.

     5.3  SUBORDINATE OFFICERS

     The board of directors may appoint, or empower the chief
executive officer to appoint, such other officers and agents as the
business of the corporation may require, each of whom shall hold
office for such period, have such authority, and perform such
duties as are provided in these by-laws or as the board of
directors may from time to time determine.

     5.4  REMOVAL AND RESIGNATION OF OFFICERS

     Subject to the rights, if any, of an officer under any
contract of employment, any officer may be removed, either with or
without cause, by an affirmative vote of the majority of the board
of directors at any regular or special meeting of the board or,
except in the case of an officer chosen by the board of directors,
by any officer upon whom such power of removal may be conferred by
the board of directors.

     Any officer may resign at any time by giving written notice to
the corporation. Any resignation shall take effect at the date of
the receipt of that notice or at any later time specified in that
notice; and, unless otherwise specified in that notice, the
acceptance of the resignation shall not be necessary to make it
effective. Any resignation is without prejudice to the rights, if
any, of the corporation under any contract to which the officer is
a party.

     5.5  VACANCIES IN OFFICES

     Any vacancy occurring in any office of the corporation may be
filled by the board of directors.

     5.6  CHAIRMAN OF THE BOARD

     The chairman of the board, if such an officer be elected,
shalL if present, preside at meetings of the board of directors and
exercise and perform such other powers and duties as may from time
to time be assigned to him by the board of directors or as may be
prescribed by these by-laws. If there is no chief executive
officer, then the chairman of the board shall also be the chief
executive officer of the corporation and shall have the powers and
duties prescribed in Section 5.7 of these bylaws.

     5.7  CHIEF EXECUTIVE OFFICER

     Subject to such supervisory powers, if any, as may be given by
the board of directors to the chairman of the board, if there be
such an officer, the chief executive officer shall be the senior
officer of the corporation and shall subject to the control of the
board of directors, have general supervision, direction, and
control of the business and the officers of the corporation. He
shall preside at all meetings of the stockholders and, in the
absence or nonexistence of a chairman of the board, at all meetings
of the board of directors. He shall have the general powers and
duties of management usually vested in the office of chief
executive officer of a corporation and shall have such other powers
and duties as may be presented by the board of directors or these
by-laws.

     5.8  PRESIDENT

     The president shall be the chief operating officer of the
corporation, subject to control and supervision of the board of
directors and the chief executive officer of the corporation. In
the absence or disability of the chief executive officer, the
president shall perform the duties of the chief executive officer
and when so acting shall have all the powers of and be subject to
all the restrictions upon, the chief executive officer. The
president shall have such other powers ant perform such other
duties as from time to time may be prescribed by the board of
directors, these by-laws or the chief executive officer.

     5.9  VICE PRESIDENTS

     In the absence or disability of the president, the vice
presidents, if any, in order of their rank as fixed by the board of
directors or, if not ranked, a vice president designated by the
board of directors, shall perform all 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
have such other powers and perform such other duties as from time
to time may be prescribed for them respectively by the board of
directors, these by-laws, the chief executive officer or president.

     5.10 SECRETARY

     The secretary shall keep or cause to be kept, at the principal
executive office of the corporation or such other place as the
board of directors may direct, a book of minutes of all meetings
and actions of directors, committees of directors and stockholders.
The minutes shall show the time and place of each meeting, whether
regular or special (and, if special, how authorized and the notice
given), the names of those present at directors' meetings or
committee meetings, the number of shares present or represented at
stockholders' meetings, and the proceedings thereof.

     The secretary shall keep, or cause to be kept, at the
principal executive office of the corporation or at the office of
the corporation's transfer agent or registrar, as determined by the
board of directors, a share register, or a duplicate share
register, showing the names of all stockholders and their
addresses, the number and classes of shares held by each, the
number and date of certificates evidencing such shares. and the
number and date of cancellation of every certificate surrendered
for cancellation.

     The secretary shall give, or cause to be given, notice of all
meetings of the stockholders and of the board of directors required
to be given by law or by these by-laws. He shall keep the seal of
the corporation, if one be adopted, in safe custody and shall have
such other powers and perform such other duties as may be
prescribed by the board of directors, these by-laws or the chief
executive officer.

     5.11 TREASURER

     The treasurer shall keep and maintain, or cause to be kept and
maintained, adequate and correct books and records of accounts of
the properties and business transactions of the corporation,
including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital retained earnings, and
shares. The books of account shall at all reasonable times be open
to inspection by any director.

     The treasurer shall deposit all moneys and other valuables in
the name and to the credit of the corporation with such
depositories as may be designated by the board of directors. He
shall disburse the funds of the corporation as may be ordered by
the board of directors, shall render to the president and
directors, whenever they request it, an account of all his
transactions as treasurer and of the financial condition of the
corporation, and shall have other powers and perform such other
duties as may be prescribed by the board of directors, these
by-laws or the chief executive officer.

     5.12 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

     The chairman of the board, the chief executive officer, the
president, any vice president, the treasurer, the secretary or
assistant secretary of this corporation, or any other person
authorized by the board of directors, or the chief executive
officer, or the president or a vice president, is authorized to
vote, represent and exercise on behalf of this corporation all
rights incident to any and all shares of any other corporation or
corporations standing in the name of this corporation. The
authority granted herein may be exercised either by such person
directly or by any other person authorized to do so by proxy or
power of attorney duly executed by such person having the
authority.

     5.13 AUTHORITY AND DUTIES OF OFFICERS

     In addition to the foregoing authority and duties, all
officers of the corporation shall respectively have such authority
and perform such duties in the management of the business of the
corporation as may be designated from time to time by the board of
directors or the stockholders.

                           ARTICLE VI
                           INDEMNITY

     6.1  THIRD PARTY ACTIONS

     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 or officer of the corporation, or is or was
serving at the request of the corporation as a director or officer
of another corporation, partnership, joint venture, trust or other
enterprise, and may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
contemplated 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
an employee or agent of the corporation, or is or was serving at
the request of the corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against all 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.

     6.2  ACTIONS BY OR IN THE RIGHT OF THE CORPORATION

     The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he is or was a director or officer of the corporation, or
is or was serving at the request of the corporation as a director
or officer of another corporation, partnership, joint venture,
trust or other enterprise, and 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 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 an employee or agent of the corporation, or
is or was serving at the request of the corporation as an employee
or agent of another corporation, partnership, joint venture, trust
or other enterprise against all expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with
the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
Delaware 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 Delaware Court of Chancery or
such other court shall deem proper.

     6.3  SUCCESSFUL DEFENSE

     To the extent that a director or officer of the corporation
has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 6.1 or 6.2, 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 and to the
extent that an employee 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 6.1 or 6.2, or in
defense of any claim, issue or matter therein, he may be
indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith.

     6.4  DETERMINATION OF CONDUCT

     Any indemnification under Sections 6.1 or 6.2 (unless ordered
by a court) shall be made by the corporation only as authorized in
the specific case upon a determination that the indemnification of
the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct
set forth in Sections 6.1 or 6.2. Such determination shall be made
(1) by the Board of Directors or by a majority vote of a quorum
consisting of directors who were not parties to such action, suit
or proceeding, or (2) if such quorum is not obtainable or, even if
obtainable, if a quorum of dis interested directors so directs, by
independent legal counsel in a written opinion, or (3) by the
stockholders.

     6.5  PAYMENT OF EXPENSES IN ADVANCE

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

     6.6  INDEMNITY NOT EXCLUSIVE

     The indemnification and advancement of expenses provided or
granted pursuant to the other sections of this Article shall not be
deemed exclusive of any other rights to which those 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.

     6.7  INSURANCE INDEMNIFICATION

     The corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving
at the request of the corporation, as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust
or other enterprise against 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.

     6.8  THE CORPORATION

     For purposes of this Article VI, references to "the
corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent
of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or
agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand
in the same position under and subject to the provisions of this
Article VI (including, without limitation the provisions of Section
6.4) with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its
separate existence had continued.

     6.9  EMPLOYEE BENEFIT PLANS

     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" shall include any service as a
director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer,
employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person woo 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 this Article VI.

     6.10 CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF
          EXPENSES

     The indemnification and advancement of expenses provided by,
or granted pursuant to, this Article VI 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
                      RECORDS AND REPORTS

     7.1  MAINTENANCE AND INSPECTION OF RECORDS

     The corporation shall either at its principal executive office
or at such place or places as designated by the board of directors,
keep a record of its stockholders listing their names and addresses
and the number ant class of shares held by each stockholder, a copy
of these by-laws as amended to date, accounting books, and other
records.

     Any stockholder of record, in person or by attorney or other
agent, shall upon written demand under oath stating the purpose
thereof, have the right during the usual hours for business to
inspect for any proper purpose the corporation's stock ledger, a
list of its stockholders, and its other books and records and to
make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a
stockholder. In every instance where an attorney or other agent is
the person who seeks the right to inspection, the demand under oath
shall be accompanied by a power of attorney or such other writing
that authorizes the attorney or other agent to so act on behalf of
the stockholder. The demand under oath shall be directed to the
corporation at its registered office in Delaware or at its
principal place of business.

     7.2  INSPECTION BY DIRECTORS

     Any director shall have the right to examine the corporation's
stock ledger, a list of its stockholders, and its other books and
records for a purpose reasonably refuted to his position as a
director. The Court of Chancery is hereby vested with the exclusive
jurisdiction to determine whether a director is entitled to the
inspection sought. The Court may summarily order the corporation to
permit the director to inspect any and all books and records, the
stock ledger, and the stock list and to make copies or extracts
therefrom. The Court may, in its discretion, prescribe any
limitations or conditions with reference to the inspection, or
award such other and further relief as the Court may deem just and
proper.

     7.3  ANNUAL STATEMENT TO STOCKHOLDERS

     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 dear statement of the business
and condition of the corporation.

                           ARTICLE VIII
                         GENERAL MATTERS

     8.1  CHECKS

     From time to time, the board of directors shall determine by
resolution which person or persons may sign or endorse all checks,
drafts, other orders for payment of money, notes or other evidences
of indebtedness that are issued in the name of or payable to the
corporation, and only the persons so authorized shall sign or
endorse those instruments.

     8.2  EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

     The board of directors, except as otherwise provided in these
by-laws, may authorize any officer or officers, or agent or agents,
to enter into any contract or execute any instrument in the name of
and on behalf of the corporation; such authority may be general or
confined to special instances. Unless so authorized or ratified by
the board of directors or within the agency power of an officer, no
officer, agent or employee shall have any power or authority to
bind the corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or for any amount.

     8.3  STOCK CERTIFICATES; PARTLY PAID SHARES

     The shares of the corporation shall be represented by
certificates, provided that the board of directors of the
corporation may provide by resolution or resolutions that some or
all of any or all classes or series of its stock shall be
uncertificated shares. Any such resolution shall not apply to
shares represented by a certificate until such certificate is
surrendered to the corporation. Notwithstanding the adoption of
such a resolution by the board of directors, every holder of stock
represented by certificates and upon request every holder of
uncertificated shares shall be entitled to have a certificate
signed by, or in the name of the corporation by the d~airman or
vice-d~airman of the board of directors or the chief executive
officer, or the president or vice-president, and by the treasurer
or an assistant treasurer, or the secretary or an assistant
secretary of such corporation representing the number of shares
registered in certificate form. Any or all of 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
pieced upon a certificate has 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.

     To the extent permitted by the General Corporation Law of
Delaware, the corporation may issue the whole or any part of its
shares as partly paid and subject to call for the remainder of the
consideration to be paid therefor. Upon the face or bade of each
stock certificate issued to represent any such partly paid shares,
upon the books and records of the corporation in the case of
uncertificated partly paid shares, the total amount of the
consideration to be paid therefor and the amount paid thereon shall
be stated. Upon the declaration of any dividend on fully paid
shares, the corporation shall declare a dividend upon partly paid
shares of the same class, but only upon the basis of the percentage
of the consideration actually paid thereon.

     8.4  SPECIAL DESIGNATION ON CERTIFICATES

     If the corporation is authorized to issue more than one class
of stock or more than one series of any class, then the powers, the
designations, the preferences and the relative, participating,
optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized
on the face or bade of the certificate that the corporation shall
issue to represent such class or series of stock; provided,
however, that, except as otherwise provided in Section 202 of the
General Corporation Law of Delaware, in lieu of the foregoing
requirements there may be set forth on the face or back of the
certificate that the corporation shall issue to represent such
class or series of stock a statement that the corporation will
furnish without charge to each stockholder who so requests the
powers, the designations, the preferences and the relative,
participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.

     8.5  LOST CERTIFICATES

     Except as provided in this Section 8.5, no new certificates
for shares shall be issued to replace a previously issued
certificate unless the latter is surrendered to the corporation and
cancelled at the same time.  The corporation may issue a new
certificate of stock or uncertificated shares 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 or
uncertificated shares.

     8.6  CONSTRUCTION; DEFINITIONS

     Unless the context requires otherwise, the general provisions,
rules of construction and definitions in the General Corporation
Law of Delaware shall govern the construction of these by-laws.
Without limiting the generality of this provision, the singular
number includes the plural the plural number includes the singular,
and the term "person" includes both a corporation and a natural
person.

     8.7  DIVIDENDS

     The directors of the corporation, subject to any restrictions
contained in (i) the General Corporation Law of Delaware or (ii)
the certificate of incorporation, may declare and pay dividends
upon the shares of its capital stock.  Dividends may be paid in
cash, in property, or in shares of the corporation's capital stock.

     The directors of the corporation may set apart out of any of
the funds of the corporation available for dividends a reserve or
reserves for any proper purpose and may abolish any such reserve.
Such purposes shall include but not be limited to equalizing
dividends, repairing or maintaining any property of the corporation
and meeting contingencies.

     8.8  FISCAL YEAR

     The fiscal year of the corporation shall be fixed by
resolution of the board of directors and may be changed by the
board of directors.

     8.9  SEAL

     The corporation may adopt a corporate seal, which may be
altered at pleasure, and may use the same by causing it or a
facsimile thereof to be impressed or affixed or in any other manner
reproduced.

     8.10 TRANSFER OF STOCK

     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 in its books.

     8.11 STOCK TRANSFER AGREEMENTS

     The corporation shall have power to enter into and perform any
agreement with any number of stockholders of any one or more
classes of stock of the corporation to restrict the transfer of
shares of stock of the corporation of any one or more classes owned
by such stockholders in any manner not prohibited by the General
Corporation Law of Delaware.

     8.12 REGISTERED STOCKHOLDERS

     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, shall be entitled to
hold liable for calls and assessments the 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 another person, whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws
of Delaware.

                            ARTICLE IX
                            AMENDMENTS

     The by-laws of the corporation may be adopted, amended or
repealed by the stockholders entitled to vote; provided, however,
that the corporation may, in its certificate of incorporation,
confer the power to adopt, amend or repeal by-laws upon the
directors.  The fact that such power has been so conferred upon the
directors shall not divest the stockholders of the power, nor limit
their power to adopt, amend or repeal by-laws.