By-Laws of
                                  iVoice, inc.
                           (a New Jersey Corporation)

                                    Article 1

                  Law, Certificate of Incorporation and By-Laws

                    1.1. These by-laws are subject to the certificate of
incorporation of the Corporation. In these by-laws, references to law, the
certificate of incorporation and by-laws shall mean the law of the State of New
Jersey and the provisions of the certificate of incorporation and the by-laws as
from time to time in effect.

                                    Article 2

                                  Shareholders

                    2.1. Annual Meeting. Except as may otherwise be provided for
specifically by law, the annual meeting of shareholders shall be held at such
date and time as shall be designated from time to time by the board of directors
and stated in the notice of the meeting, at which they shall elect a board of
directors and transact such other business as may be required by law or these
by-laws or as may properly come before the meeting.

                    2.2. Special Meetings. A special meeting of the shareholders
may be called at any time by the chairman of the board, if any, the president or
the board of directors. A special meeting of the shareholders shall be called by
the secretary, or in the case of the death, absence, incapacity or refusal of
the secretary, by an assistant secretary or some other officer, upon application
of a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purpose(s) of the meeting.

                    2.3. Place of Meeting. All meetings of the shareholders for
the election of directors or for any other purpose shall be held at such place
as may be determined from time to time by the board of directors. Any adjourned
session of any meeting of the shareholders shall be held at the place designated
in the vote of adjournment.

                    2.4. Notice of Meetings. Except as otherwise provided by
law, a written notice of each meeting of shareholders stating the place, day and
hour thereof and, in the case of a special meeting, the purpose(s) for which the
meeting is called, shall be given not less then ten nor more than sixty days
before the meeting, to each shareholder entitled to vote thereat, and to each
shareholder who, by law, by the certificate of incorporation or by these
by-laws, is entitled to notice, by leaving such notice with him or at his
residence or usual place of business, or by depositing it in the United States
mail, postage prepaid, and addressed to such shareholder at his address as it
appears in the records of the Corporation. Such notice shall be given by the
secretary, or by an officer or person designated by the board of directors, or
in the case of a special meeting by the officer calling the meeting. As to any
adjourned session of any meeting of shareholders, notice of the adjourned
meeting need not be given if the time and place thereof are announced at the
meeting at which the adjournment was taken except that if after the adjournment
a new record date is set for the adjourned session, notice of any such adjourned
session of the meeting shall be given in the manner heretofore described. No
notice of any meeting of shareholders or any adjourned session thereof need be
given to a shareholder if a written waiver of notice, executed before or after
the meeting or such adjourned session by such shareholder, in person or by
proxy, is filed with the records of the meeting or if the shareholder attends
such meeting, in person or by proxy, without 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 meeting of shareholders or any adjourned session thereof need be
specified in any written waiver of notice.

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                    2.5. Quorum of Shareholders. At any meeting of the
shareholders a quorum as to any matter shall consist of a majority of the votes
entitled to be cast on the matter, except where a larger quorum is required by
law, by the certificate of incorporation or by these by-laws. Any meeting may be
adjourned from time to time by a majority of the votes properly cast upon the
question, whether or not a quorum is present. If a quorum is present at an
original meeting, a quorum need not be present at an adjourned session of that
meeting. Shares of its own stock belonging to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors of such other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of any
corporation to vote stock, including but not limited to its own stock, held by
it in a fiduciary capacity.

                    2.6. Action by Vote. When a quorum is present at any
meeting, a plurality of the votes properly cast for election to any office shall
elect to such office and a majority of the votes properly cast upon any question
other than an election to an office shall decide the question, except when a
larger vote is required by law, by the certificate of incorporation or by these
by-laws. No ballot shall be required for any election unless requested by a
shareholder present or represented at the meeting and entitled to vote in the
election.

                    2.7. Action without Meetings. Unless otherwise provided in
the certificate of incorporation or by applicable law, any action required or
permitted to be taken by shareholders for or in connection with any corporate
action, including the election of directors, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, upon the written consent of shareholders who would have
been entitled to cast the minimum number of votes which would be necessary to
authorize such action at a meeting at which all shareholders entitled to vote
thereon were present and voting. The writing or writings comprising such written
consent shall be filed with the records of the meetings of shareholders.

                    2.8. Proxy Representation. Every shareholder may authorize
another person or persons to act for him by proxy in all matters in which a
shareholder is entitled to participate, whether by waiving notice of any
meeting, objecting to or voting or participating at a meeting, or expressing
consent or dissent without a meeting. Every proxy must be signed by the


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shareholder or by his attorney-in-fact, except that a proxy may be given by a
shareholder or his agent by telegram, cable, telephonic transmission or by any
other means of electronic communication so long as that telegram, cable,
telephonic transmission or other means of electronic communication either sets
forth or is submitted with information from which it can be determined that the
proxy was authorized by the shareholder or his agent. No proxy shall be voted or
acted upon after eleven months from its date unless such proxy provides for a
longer period. A duly executed proxy shall be irrevocable if it states that it
is irrevocable and, if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the Corporation generally. The
authorization of a proxy may but need not be limited to specified action,
provided, however, that if a proxy limits its authorization to a meeting or
meetings of shareholders, unless otherwise specifically provided such proxy
shall entitle the holder thereof to vote at any adjourned session but shall not
be valid after the final adjournment thereof.

                    2.9. Inspectors. The directors or the person presiding at
the meeting may, but need not, appoint one or more inspectors of election and
any substitute inspectors to act at the meeting or any adjournment thereof. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability. The inspectors, if
any, shall determine the number of shares of stock outstanding and the voting
power of each, the shares of stock represented at the meeting, the existence of
a quorum, the validity and effect of proxies, and shall receive votes, ballots
or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all shareholders. On request of the person
presiding at the meeting, the inspectors shall make a report in writing of any
challenge, question or matter determined by them and execute a certificate of
any fact found by them.

                    2.10. List of Shareholders. The secretary shall prepare and
make, at least ten days before every meeting of shareholders, a complete list of
the shareholders entitled to vote at such meeting, arranged in alphabetical
order and showing the address of each shareholder and the number of shares
registered in his name. The stock ledger shall be the only evidence as to who
are shareholders entitled to examine such list or to vote in person or by proxy
at such meeting.

                                    Article 3

                               Board of Directors

                    3.1. Number. The number of directors which shall constitute
the whole board shall not be less than one nor more than five (5) in number.
Thereafter, within the foregoing limits, the shareholders at the annual meeting
shall determine the number of directors and shall elect the number of directors
as determined. Directors need not be shareholders.

                    3.2. Tenure. Except as otherwise provided by law, by the
certificate of incorporation or by these by-laws, each director shall hold


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office until the next annual meeting of shareholders and until his successor is
elected and qualified, or until he sooner dies, resigns, is removed or becomes
disqualified.

                    3.3. Powers. The business and affairs of the Corporation
shall be managed by or under the direction of the board of directors who shall
have and may exercise all the powers of the Corporation and do all such lawful
acts and things as are not by law, the certificate of incorporation or these
by-laws directed or required to be exercised or done by the shareholders.

                    3.4. Vacancies. Vacancies and any newly created
directorships resulting from any increase in the number of directors may be
filled by vote of the shareholders at a meeting called for the purpose, or by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director. When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have resigned, shall have power to fill such vacancy or
vacancies, the vote or action by writing thereon to take effect when such
resignation or resignations shall become effective. The directors shall have and
may exercise all their powers notwithstanding the existence of one or more
vacancies in their number, subject to any requirements of law or of the
certificate of incorporation or of these by-laws as to the number of directors
required for a quorum or for any vote or other actions.

                    3.5. Committees. The board of directors may, by vote of a
majority of the whole board, (a) designate, change the membership of or
terminate the existence of any committee or committees, each committee to
consist of one or more of the directors; (b) designate one or more directors as
alternate members of any such committee who may replace any absent or
disqualified member at any meeting of the committee; and (c) determine the
extent to which each such committee shall have and may exercise the powers of
the board of directors in the management of the business and affairs of the
Corporation, including the power to authorize the seal of the Corporation to be
affixed to all papers which require it and the power and authority to declare
dividends or to authorize the issuance of stock; excepting, however, such powers
which by law, by the certificate of incorporation or by these by-laws they are
prohibited from so delegating. In the absence or disqualification of any member
of such committee and his alternate, if any, the member or members thereof
present at any meeting and not disqualified from voting, whether or not
constituting 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. Except as the board of directors may otherwise determine, any committee
may make rules for the conduct of its business, but unless otherwise provided by
the board or such rules, its business shall be conducted in the same manner as
is provided by these by-laws for the conduct of business by the entire board of
directors. Each committee shall keep regular minutes of its meetings and report
the same to the board of directors upon request.

                    3.6. Regular Meetings. Regular meetings of the board of
directors may be held without call or notice at such places within or without
the state of incorporation of the Corporation and at such times as the board may
from time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent


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directors. A regular meeting of the directors may be held without call or
notice immediately after and at the same place as the annual meeting of
shareholders.

                    3.7. Special Meetings. Special meetings of the board of
directors may be held at any time and at any place within or without the state
of incorporation of the Corporation designated in the notice of the meeting,
when called by the chairman of the board, if any, the president, or by one-third
or more in number of the directors, reasonable notice thereof being given to
each director by the secretary or by the chairman of the board, if any, the
president or any one of the directors calling the meeting.

                    3.8. Notice. It shall be reasonable and sufficient notice to
a director to send notice by mail at least forty-eight hours or by telegram or
telephone facsimile transmission at least twenty-four hours before the meeting
addressed to him at his usual or last known business or residence address or to
give notice to him in person or by telephone at least twenty-four hours before
the meeting. Notice of a meeting need not be given to any director if a written
waiver of notice, executed by him before or after the meeting, is filed with the
records of the meeting, or to any director who attends the meeting without
protesting prior thereto or at its commencement the lack of notice to him.
Neither notice of a meeting nor a waiver of a notice need specify the purposes
of the meeting.

                    3.9. Quorum. Except as may be otherwise provided by law, by
the certificate of incorporation or by these by-laws, at any meeting of the
directors a majority of the directors then in office shall constitute a quorum;
a quorum shall not in any case be less than one-third of the total number of
directors constituting the whole board. Any meeting may be adjourned from time
to time by a majority of the votes cast upon the question, whether or not a
quorum is present, and the meeting may be held as adjourned without further
notice.

                    3.10. Action by Vote. Except as may be otherwise provided by
law, by the certificate of incorporation or by these by-laws, when a quorum is
present at any meeting the vote of a majority of the directors present shall be
the act of the board of directors.

                    3.11. Action Without a Meeting. Any action required or
permitted to be taken at any meeting of the board of directors or a committee
thereof may be taken without a meeting if all the members of the board or of
such committee, as the case may be, consent thereto in writing, and such writing
or writings are filed with the records of the meetings of the board or of such
committee. Such consent shall be treated for all purposes as the act of the
board or of such committee, as the case may be.

                    3.12. Participation in Meetings by Conference Telephone.
Members of the board of directors, or any committee designated by such board,
may participate in a meeting of such board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other or by any other means permitted
by law. Such participation shall constitute presence in person at such meeting.

                    3.13. Compensation. In the discretion of the board of
directors, each director may be paid such fees for his services as director and



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be reimbursed for his reasonable expenses incurred in the performance of his
duties as director as the board of directors from time to time may determine.
Nothing contained in this section shall be construed to preclude any director
from serving the Corporation in any other capacity and receiving reasonable
compensation therefor.

                    3.14. Interested Directors and Officers.

                    (a) No contract or transaction between the Corporation and
one or more of its directors or officers, or between the Corporation and any
other corporation, partnership, association, or other organization in which one
or more of the Corporation's directors or officers are directors or officers, or
have a financial interest, shall be void or voidable solely for this reason, or
solely because the director or officer is present at or participates in the
meeting of the board or committee thereof which authorizes the contract or
transaction, or solely because his or their votes are counted for such purpose,
if any one of the following is true:

                                (1) The material facts as to his relationship or
interest and as to the contract
or transaction are disclosed or are known to the board of directors or the
committee, and the board or committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum; or

                                (2) The material facts as to his relationship or
interest and as to the contract
or transaction are disclosed or are known to the shareholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the shareholders; or

                                (3) The contract or transaction is fair as to
the Corporation as of the time it is authorized, approved or ratified, by the
board of directors, a committee thereof, or the shareholders.

                    (b) Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of directors or
of a committee which authorizes the contract or transaction.

                                    Article 4

                               Officers and Agents

                    4.1. Enumeration; Qualification. The officers of the
Corporation shall be a president, a treasurer, a secretary and such other
officers, if any, as the board of directors from time to time may in its
discretion elect or appoint including without limitation a chairman of the board
and one or more vice presidents. The Corporation may also have such agents, if
any, as the board of directors from time to time may in its discretion choose.
Any officer may be but none need be a director or shareholder. Any two or more
offices may be held by the same person.


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                    4.2. Powers. Subject to law, to the certificate of
incorporation and to the other provisions of these by-laws, each officer shall
have, in addition to the duties and powers herein set forth, such duties and
powers as are commonly incident to his office and such additional duties and
powers as the board of directors may from time to time designate.

                    4.3. Election. The officers may be elected by the board of
directors at their first meeting following the annual meeting of the
shareholders or at any other time. At any time or from time to time the
directors may delegate to any officer their power to elect or appoint any other
officer or any agents.

                    4.4. Tenure. Each officer shall hold office until the first
meeting of the board of directors following the next annual meeting of the
shareholders and until his respective successor is chosen and qualified unless a
shorter period shall have been specified by the terms of his election or
appointment, or in each case until he sooner dies, resigns, is removed or
becomes disqualified. Each agent shall retain his authority at the pleasure of
the directors, or the officer by whom he was appointed or by the officer who
then holds agent appointive power.

                    4.5. Chairman of the Board of Directors, President and Vice
President. The chairman of the board, if any, shall have such duties and powers
as shall be designated from time to time by the board of directors. Unless the
board of directors otherwise specifies, the chairman of the board, or if there
is none the chief executive officer, shall preside, or designate the person who
shall preside, at all meetings of the shareholders and of the board of
directors.

                    Unless the board of directors otherwise specifies, the
president shall be the chief executive officer and shall have direct charge of
all business operations of the Corporation and, subject to the control of the
directors, shall have general charge and supervision of the business of the
Corporation.

                    Any vice presidents shall have such duties and powers as
shall be designated from time to time by the board of directors or by the
president.

                    4.6. Treasurer and Assistant Treasurers. The treasurer shall
be the chief financial officer of the Corporation and shall be in charge of its
funds and valuable papers, and shall have such other duties and powers as may be
designated from time to time by the board of directors or by the president.

                    Any assistant treasurers shall have such duties and powers
as shall be designated from time to time by the board of directors, the
president or the treasurer.

                    4.7. Secretary and Assistant Secretaries. The secretary
shall record all proceedings of the shareholders, of the board of directors and
of committees of the board of directors in a book or series of books to be kept
therefor and shall file therein all actions by written consent of shareholders
or directors. In the absence of the secretary from any meeting, an assistant
secretary, or if there be none or he is absent, a temporary secretary chosen at
the meeting, shall record the proceedings thereof. Unless a transfer agent has
been appointed the


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secretary shall keep or cause to be kept the stock and transfer records of
the Corporation, which shall contain the names and record addresses of all
shareholders and the number of shares registered in the name of each
shareholder. He shall have such other duties and powers as may from time to time
be designated by the board of directors or the president.

                    Any assistant secretaries shall have such duties and powers
as shall be designated from time to time by the board of directors, the
president or the secretary.

                                    Article 5

                             Resignation and Removal

                    5.1. Any director or officer may resign at any time by
delivering his resignation in writing to the chairman of the board, if any, the
president, or the secretary or to a meeting of the board of directors. Such
resignation shall be effective upon receipt unless specified to be effective at
some other time, and without in either case the necessity of its being accepted
unless the resignation shall so state. A director (including persons elected by
directors to fill vacancies in the board) may be removed from office with or
without cause by the vote of the holders of a majority of the shares issued and
outstanding and entitled to vote in the election of directors. The board of
directors may at any time remove any officer either with or without cause. The
board of directors may at any time terminate or modify the authority of any
agent.

                                    Article 6

                                    Vacancies

                    6.1. If the office of the president or the treasurer or the
secretary becomes vacant, the directors may elect a successor by vote of a
majority of the directors then in office. If the office of any other officer
becomes vacant, any person or body empowered to elect or appoint that officer
may choose a successor. Each such successor shall hold office for the unexpired
term, and in the case of the president, the treasurer and the secretary until
his successor is chosen and qualified or in each case until he sooner dies,
resigns, is removed or becomes disqualified. Any vacancy of a directorship shall
be filled as specified in Section 3.4 of these by-laws.

                                    Article 7

                                  Capital Stock

                    7.1. Stock Certificates. Each shareholder shall be entitled
to a certificate stating the number and the class and the designation of the
series, if any, of the shares held by him, in such form as shall, in conformity
with law, the certificate of incorporation and these by-laws, be prescribed from
time to time by the board of directors. Such certificate shall be signed by the
chairman or vice chairman of the board, if any, or the president or a vice
president and may be countersigned by the treasurer or an assistant treasurer or
by the secretary or an assistant secretary. Any of or all the signatures on the
certificate may be a facsimile. In case an officer, transfer agent, or registrar
who has signed or whose facsimile signature has been placed on such


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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 time of its issue.

                    7.2. Loss of Certificates. In the case of the alleged theft,
loss, destruction or mutilation of a certificate of stock, a duplicate
certificate may be issued in place thereof, upon such terms, including receipt
of a bond sufficient to indemnify the Corporation against any claim on account
thereof, as the board of directors may prescribe.

                                    Article 8

                                Transfer of Stock

                    8.1. Transfer on Books. Subject to the restrictions, if any,
stated or noted on the stock certificate, shares of stock may be transferred on
the books of the Corporation by the surrender to the Corporation or its transfer
agent of the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the Corporation may reasonably
require. Except as may be otherwise required by law, by the certificate of
incorporation or by these by-laws, the Corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the Corporation.

                    It shall be the duty of each shareholder to notify the
Corporation of his post office address.

                    8.2. Record Date and Closing Transfer Books. In order that
the Corporation may determine the shareholders entitled to notice of or to vote
at any meeting of shareholders 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 (or such longer period as may be required by law) before the date of such
meeting, nor more than sixty days prior to any other action.

                    If no record date is fixed:

                    (a) The record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders 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 close of business on the day next preceding the day on
which the meeting is held.


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                    (b) The record date for determining shareholders 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.

                    (c) The record date for determining shareholders 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 shareholders of record entitled to notice
of or to vote at a meeting of shareholders 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.


                                    Article 9

                             Execution of Documents

                    9.1. Except as the board of directors may generally or in
particular cases authorize the execution thereof in some other manner, all
deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other
obligations made, accepted or endorsed by the Corporation shall be signed by the
chairman of the board, if any, the president, a vice president or the treasurer.

                                   Article 10

                                   Fiscal Year

                    10.1. The fiscal year of the Corporation shall be determined
from time to time by the board of directors.

                                   Article 11

                                 Indemnification

                    11.1. Indemnification of Directors and Officers. The
Corporation shall, to the fullest extent permitted by applicable law, indemnify
any person (and the heirs, executors and administrators thereof) who was or is
made, or threatened to be made, a party to an action, suit or proceeding,
whether civil, criminal, administrative or investigative, whether involving any
actual or alleged breach of duty, neglect or error, any accountability, or any
actual or alleged misstatement, misleading statement or other act or omission
and whether brought or threatened in any court or administrative or legislative
body or agency, including an action by or in the right of the Corporation to
procure a judgment in its favor and an action by or in the right of any other
corporation of any type or kind, domestic or foreign, or any partnership, joint
venture, trust, employee benefit plan or other enterprise, which any director or
officer of the Corporation is serving or has served in any capacity at the
request of the Corporation, by reason of the fact that he, his testator or
intestate is or was a director or officer of the Corporation, or is serving or
has served such other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise in any capacity, against judgments, fines,
amounts paid in settlement, and costs, charges and expenses, including
attorneys' fees, incurred therein or in any appeal thereof.


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                    11.2. Indemnification of Others. The Corporation shall
indemnify other persons and reimburse the expenses thereof, to the extent
required by the applicable law, and may indemnify any other person to whom the
Corporation is permitted to provide indemnification or the advancement of
expenses, whether pursuant to rights granted pursuant to, or provided by, such
law or otherwise.

                    11.3. Advances or Reimbursement of Expenses. The Corporation
shall, from time to time, reimburse or advance to any person referred to in
Section 11.1 the funds necessary for payment of expenses, including attorneys'
fees, incurred in connection with any action, suit or proceeding referred to in
Section 11.1, upon receipt of a written undertaking by or on behalf of such
person to repay such amount(s) if a judgment or other final adjudication adverse
to the director or officer establishes that his acts or omissions (i) constitute
a breach of his duty of loyalty to the Corporation or its shareholders, (ii)
were not in good faith, (iii) involved a knowing violation of law, (iv) resulted
in his receiving an improper personal benefit, or (v) were otherwise of such a
character that New Jersey law would require that such amount(s) be repaid.

                    11.4. Service of Certain Entities Deemed Requested. Any
director or officer of the Corporation serving (i) another corporation, of which
a majority of the shares entitled to vote in the election of its directors is
held by the Corporation, or (ii) any employee benefit plan of the Corporation or
any corporation referred in clause (i), in any capacity shall be deemed to be
doing so at the request of the Corporation.

                    11.5. Interpretation. Any person entitled to be indemnified
or to the reimbursement or advancement of expenses as a matter of right pursuant
to this Article may elect to have the right to indemnification (or advancement
of expense) interpreted on the basis of the applicable law in effect at the time
of the occurrence of the event or events giving rise to the action, suit or
proceeding, to the extent permitted by applicable law, or on the basis of the
applicable law in effect at the time indemnification is sought.

                    11.6. Indemnification Right. The right to be indemnified or
to the reimbursement or advancement of expenses pursuant to this Article (i) is
a contract right pursuant to which the person entitled thereto may bring suit as
if the provisions hereof were set forth in a separate written contract between
the Corporation and the director or officer, (ii) is intended to be retroactive
and shall be available with respect to events occurring prior to the adoption
hereof, (iii) shall continue to exist after any elimination of or amendment to
this Article 11 hereof with respect to events occurring prior thereto, and (iv)
and shall not be deemed exclusive of any other rights to which any person
claiming indemnification hereunder may be entitled.

                    11.7. Indemnification Claims. If a request to be indemnified
or for the reimbursement or advancement of expenses pursuant hereto is not paid
in full by the Corporation


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within thirty days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled also to be paid the expenses of
prosecuting such claim. Neither the failure of the Corporation (including its
Board of Directors, independent legal counsel, or its shareholders) to have made
a determination prior to the commencement of such action that indemnification of
or reimbursement or advancement of expenses to the claimant is proper in the
circumstances, nor an actual determination by the Corporation (including its
Board of Directors, independent legal counsel, or its shareholders) that the
claimant is not entitled to indemnification or to the reimbursement or
advancement of expenses, shall be a defense to the action or create a
presumption that the claimant is not so entitled.

                                   Article 12

                                   Amendments

                    12.1. These by-laws may be adopted, amended or repealed by
vote of a majority of the directors then in office or by vote of a majority of
the stock outstanding and entitled to vote. Any by-law, whether adopted, amended
or repealed by the shareholders or directors, may be amended or reinstated by
the shareholders or the directors.



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