Exhibit 3.1      AMENDED AND RESTATED BYLAWS OF LIBERATE
TECHNOLOGIES A DELAWARE
CORPORATION AS
ADOPTED:  JULY 18, 2002 AS
AMENDED:  MAY 8, 2003  
   TABLE OF
CONTENTS PageARTICLE I  OFFICE AND RECORDS
  1Section 1.1  Delaware Office
  1Section
  1.2  Other Offices
  1Section 1.3  Books and Records
  1ARTICLE II  STOCKHOLDERS
  1Section 2.1  Annual Meeting
  1Section 2.2  Special Meeting
  1Section 2.3  Place of Meeting
  1Section 2.4  Notice of Meeting
  1Section 2.5  Quorum and Adjournment
  2Section
  2.6  Proxies
  2Section
  2.7  Notice of Stockholder Business
  and Nominations
  2Section
  2.8  Procedure for Election of
  Directors
  4Section
  2.9  Inspectors of Elections; Opening
  and Closing the Polls
  5Section
  2.10  Consent of Stockholders in Lieu
  of Meeting
  5ARTICLE III  BOARD OF DIRECTORS
  5Section 3.1  General Powers
  5Section
  3.2  Number, Tenure and Qualifications
  5Section 3.3  Regular Meetings
  5Section 3.4  Special Meetings
  5Section 3.5  Notice
  6Section
  3.6  Conference Telephone Meeting
  6Section 3.7  Quorum
  6Section
  3.8  Vacancies
  6Section
  3.9  Committee
  7Section
  3.10  Removal
  7Section
  3.11  Action by Unanimous Consent of
  Directors
  7ARTICLE IV  OFFICERS
  7Section 4.1  Elected Officers
  7Section
  4.2  Election and Term of Office
  7Section 4.3  Chairman of the Board
  8Section
  4.4  President and Chief Executive
  Officer
  8Section
  4.5  Secretary
  8Section
  4.6  Treasurer
  8Section
  4.7  Removal
  8Section
  4.8  Vacancies
  9ARTICLE
  V  STOCK CERTIFICATES AND TRANSFERS
  9Section
  5.1  Stock Certificates and Transfers
  9  
   ARTICLE VI  INDEMNIFICATION
  9Section 6.1  Right to Indemnification
  9Section
  6.2  Right to Advancement of Expenses
  10Section
  6.3  Right of Indemnitee to Bring Suit
  10Section 6.4  Non-Exclusivity of Rights
  11Section
  6.5  Insurance
  11Section
  6.6  Indemnification of Employees and
  Agents of the Corporation
  11ARTICLE VII  MISCELLANEOUS PROVISIONS
  11Section
  7.1  Fiscal Year
  11Section
  7.2  Dividends
  11Section 7.3  Seal
  11Section 7.4  Waiver of Notice
  11Section 7.5  Audits
  11Section
  7.6  Resignations
  12Section
  7.7  Contracts
  12Section
  7.8  Proxies
  12ARTICLE VIII  AMENDMENTS
  12Section
  8.1  Amendments
  12   
   ARTICLE I
OFFICES AND RECORDS Section 1.1             Delaware
Office.  The registered office of the Corporation in
the State of Delaware will be located in the City of Wilmington, County of New
Castle. Section 1.2             Other
Offices.  The Corporation may have such other offices,
either within or without the State of Delaware, as the Board of Directors may
designate or as the business of the Corporation may from time to time require. Section 1.3             Books
and Records.  The books and records of the Corporation may
be kept at the Corporations headquarters in San Carlos, California or at such
other locations outside the State of Delaware as may from time to time be
designated by the Board of Directors. ARTICLE II
STOCKHOLDERS Section 2.1             Annual
Meeting.The annual meeting of the
stockholders of the Corporation will be held at such date, place and/or time as
may be fixed by resolution of the Board of Directors. Section 2.2             Special
Meeting.  Special meetings of stockholders of the
Corporation may be called only by the Chairman of the Board, the President or
by the Board of Directors acting pursuant to a resolution adopted by a majority
of the Whole Board.  For purposes of
these Amended and Restated Bylaws, the term Whole Board shall mean the total
number of authorized directors whether or not there exist any vacancies in
previously authorized directorships. Section 2.3             Place
of Meeting.The Board of Directors may
designate the place of meeting for any meeting of the stockholders.  If no designation is made by the Board of
Directors, the place of meeting will be the principal office of the
Corporation. Section 2.4             Notice
of Meeting.  Except as otherwise required by law,
written, printed, or electronic notice, stating the place, day and hour of the
meeting and the purposes for which the meeting is called, will be prepared and
delivered by the Corporation not less than ten days nor more than sixty days
before the date of the meeting, either personally, by mail, or in the case of
stockholders who have consented to such delivery, by electronic transmission
(as such term is defined in the Delaware General Corporation Law), to each
stockholder of record entitled to vote at such meeting.  If mailed, such notice will be deemed to be
delivered when deposited in the United States mail with postage thereon
prepaid, addressed to the stockholder at his or her address as it appears on
the stock transfer books of the Corporation. 
Notice given by electronic transmission will be effective (A) if by
facsimile, when faxed to a number where the stockholder has consented to
receive such notice; (B) if by electronic mail, when mailed electronically to
an electronic mail address at which the stockholder has consented to receive
such notice; (C) if by posting on an electronic network together with a
separate notice of such posting, upon the later to     occur of (1) the posting or (2) the giving of separate
notice of the posting; or (D) if by other form of electronic communication,
when directed to the stockholder in the manner consented to by the
stockholder.  Such further notice will
be given as may be required by law. 
Meetings may be held without notice if all stockholders entitled to vote
are present (except as otherwise provided by law), or if notice is waived by those
not present.  Any previously scheduled
meeting of the stockholders may be postponed and (unless the Corporationss
Amended and Restated Certificate of Incorporation (the Certificate of
Incorporation) otherwise provides) any special meeting of the stockholders may
be cancelled, by resolution of the Board of Directors upon public notice given
prior to the time previously scheduled for such meeting of stockholders. Section 2.5             Quorum
and Adjournment.  Except as otherwise provided by law or by
the Certificate of Incorporation, the holders of a majority of the voting power
of the outstanding shares of the Corporation entitled to vote generally in the
election of directors (the Voting Stock), represented in person or by proxy,
will constitute a quorum at a meeting of stockholders, except that when
specified business is to be voted on by a class or series voting separately as
a class or series, the holders of a majority of the voting power of the shares
of such class or series will constitute a quorum for the transaction of such
business.  The chairman of the meeting
or a majority of the shares of Voting Stock so represented may adjourn the
meeting from time to time, whether or not there is such a quorum (or, in the case
of specified business to be voted on by a class or series, the chairman or a
majority of the shares of such class or series so represented may adjourn the
meeting with respect to such specified business).  No notice of the time and place of adjourned meetings need be
given except as required by law.  The
stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum. Section 2.6             Proxies. 
At all meetings of stockholders, a stockholder may vote by proxy
executed in writing by the stockholder or as may be permitted by law, or by his
or her duly authorized attorney-in-fact. 
Such proxy must be filed with the Secretary of the Corporation or his or
her representative, or otherwise delivered telephonically or electronically as
set forth in the applicable proxy statement, at or before the time of the
meeting. Section 2.7             Notice
of Stockholder Business and Nominations. A.            Nominations of persons for election
to the Board of Directors and the proposal of business to be transacted by the
stockholders may be made at an annual meeting of stockholders (1) pursuant to
the Corporations notice with respect to such meeting, (2) by or at the
direction of the Board of Directors or (3) by any stockholder of record of the
Corporation who was a stockholder of record at the time of the giving of the
notice provided for in the following paragraph, who is entitled to vote at the
meeting and who has complied with the notice procedures set forth in this Section
2.7. B.            For nominations or other business to
be properly brought before an annual meeting by a stockholder pursuant to
paragraph (A)(3) of this Section 2.7, (1) the stockholder must have given
timely notice thereof in writing to the Secretary of the Corporation, (2) such
business must be a proper matter for stockholder action under the Delaware
General Corporation Law, (3) if the stockholder, or the beneficial owner on
whose behalf any such proposal or nomination is made, has provided the
Corporation with a  2    Solicitation Notice, as
that term is defined in subclause (c)(iii) of this paragraph, such stockholder
or beneficial owner must, in the case of a proposal, have delivered a proxy
statement and form of proxy to holders of at least the percentage of the
Corporations voting shares required under applicable law to carry any such
proposal, or, in the case of a nomination or nominations, have delivered prior
to the meeting a proxy statement and form of proxy to holders of a percentage
of the Corporations voting shares reasonably believed by such stockholder or
beneficial holder to be sufficient to elect the nominee or nominees proposed to
be nominated by such stockholder, and must, in either case, have included in
such materials the Solicitation Notice and (4) if no Solicitation Notice
relating thereto has been timely provided pursuant to this section, the
stockholder or beneficial owner proposing such business or nomination must not
have solicited a number of proxies sufficient to have required the delivery of
such a Solicitation Notice under this section. 
To be timely, a stockholders notice will be delivered to the Secretary
at the principal executive offices of the Corporation not less than 45 or more
than 75 days prior to the first anniversary (the Anniversary) of the date on
which the Corporation first mailed its proxy materials for the preceding years
annual meeting of stockholders; provided, however, that if no proxy materials
were mailed by the Corporation in connection with the preceding years annual
meeting, or if the date of the annual meeting is advanced more than 30 days
prior to or delayed by more than 30 days after the anniversary of the preceding
years annual meeting, notice by the stockholder to be timely must be so
delivered not later than the close of business on the later of (x) the 90th day
prior to such annual meeting or (y) the 10th day following the day on which
public announcement of the date of such meeting is first made.  Such stockholders notice will set forth (a)
as to each person whom the stockholder proposes to nominate for election or
reelection as a director all information relating to such person as would be
required to be disclosed in solicitations of proxies for the election of such
nominees as directors pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the Exchange Act), and such persons written consent
to serve as a director if elected; (b) as to any other business that the stockholder
proposes to bring before the meeting, a brief description of such business, the
reasons for conducting such business at the meeting and any material interest
in such business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the stockholder giving the notice
and the beneficial owner, if any, on whose behalf the nomination or proposal is
made (i) the name and address of such stockholder, as they appear on the
Corporations books, and of such beneficial owner, (ii) the class and number of
shares of the Corporation that are owned beneficially and of record by such
stockholder and such beneficial owner, and (iii) whether either such
stockholder or beneficial owner intends to deliver a proxy statement and form
of proxy to holders of, in the case of a proposal, at least the percentage of
the Corporations voting shares required under applicable law to carry the
proposal or, in the case of a nomination or nominations, a sufficient number of
holders of the Corporations voting shares to elect such nominee or nominees
(an affirmative statement of such intent, a Solicitation Notice). C.            Notwithstanding anything in the
second sentence of paragraph (B) of this Section 2.7 to the contrary, in the
event that the number of directors to be elected to the Board of Directors is
increased and there is no public announcement naming all of the nominees for
director or specifying the size of the increased Board made by the Corporation
at least 55 days prior to the Anniversary, a stockholders notice required by
this Bylaw will also be considered timely, but only with respect to nominees
for any new positions created by such increase, if it will be delivered to the
Secretary at the principal executive offices of the  3    Corporation not later
than the close of business on the 10th day following the day on which such
public announcement is first made by the Corporation. D.            Only persons nominated in accordance
with the procedures set forth in this Section 2.7 will be eligible to serve as
directors and only such business will be conducted at an annual meeting of
stockholders as will have been brought before the meeting in accordance with
the procedures set forth in this Section 2.7. 
The chair of the meeting will have the power and the duty to determine
whether a nomination or any business proposed to be brought before the meeting
has been made in accordance with the procedures set forth in these Bylaws and,
if any proposed nomination or business is not in compliance with these Bylaws,
to declare that such defective proposed business or nomination will not be
presented for stockholder action at the meeting and will be disregarded. E.             Only such business will be
conducted at a special meeting of stockholders as will have been brought before
the meeting pursuant to the Corporations notice of meeting.  Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporations notice of meeting (1)
by or at the direction of the Board of Directors or (2) by any stockholder of
record of the Corporation who is a stockholder of record at the time of giving
of notice provided for in this paragraph, who will be entitled to vote at the
meeting and who complies with the notice procedures set forth in this Section
2.7.  Nominations by stockholders of
persons for election to the Board of Directors may be made at such a special
meeting of stockholders if the stockholders notice required by paragraph (B)
of this Section 2.7 will be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on
the later of the 90th day prior to such special meeting or the 10th day
following the day on which public announcement is first made of the date of the
special meeting and of the nominees proposed by the Board to be elected at such
meeting. F.             For purposes of this Section 2.7,
public announcement will mean disclosure in a press release reported by the
Dow Jones News Service, Associated Press or a comparable national news service
or in a document publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. G.            Notwithstanding the foregoing
provisions of this Section 2.7, a stockholder will also comply with all
applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to matters set forth in this Section 2.7.  Nothing in this Section 2.7 will be deemed
to affect any rights of stockholders to request inclusion of proposals in the
Corporations proxy statement pursuant to Rule 14a-8 under the Exchange Act. Section 2.8             Procedure
for Election of Directors.  Election of
directors at all meetings of the stockholders at which directors are to be
elected will be by written ballot, and, except as otherwise set forth in the
Certificate of Incorporation with respect to the right of the holders of any series
of Preferred Stock or any other series or class of stock to elect additional
directors under specified circumstances, a plurality of the votes cast thereat
will elect directors.  Except as
otherwise provided by law, the Certificate of Incorporation or these Bylaws,
all matters other than the election of directors submitted to the stockholders
at any meeting will be  4    decided by the affirmative vote of a majority of the
voting power of the outstanding Voting Stock present in person or represented
by proxy at the meeting and entitled to vote thereon. Section 2.9             Inspectors
of Elections; Opening and Closing the Polls. A.            The Board of Directors by resolution
will appoint one or more inspectors, which inspector or inspectors may include
individuals who serve the Corporation in other capacities, including, without
limitation, as officers, employees, agents or representatives of the
Corporation, to act at the meeting and make a written report thereof.  One or more persons may be designated as
alternate inspectors to replace any inspector who fails to act.  If no inspector or alternate has been
appointed to act, or if all inspectors or alternates who have been appointed are
unable to act, at a meeting of stockholders, the chairman of the meeting will
appoint one or more inspectors to act at the meeting.  Each inspector, before discharging his or her duties, will take
and sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his or her ability.  The inspectors will have the duties
prescribed by the Delaware General Corporation Law. B.            The chairman of the meeting will fix
and announce at the meeting the date and time of the opening and the closing of
the polls for each matter upon which the stockholders will vote at a meeting. Section 2.10           Consent
of Stockholders in Lieu of Meeting.  Any action
required or permitted to be taken by the stockholders of the Corporation must
be effected at a duly called annual or special meeting of stockholders of the
Corporation and may not be effected by any consent in writing by such
stockholders. ARTICLE III
BOARD OF DIRECTORS Section 3.1             General
Powers.  The business and affairs of the Corporation
will be managed by or under the direction of the Board of Directors.  In addition to the powers and authority
expressly conferred upon them by statute or by the Certificate of Incorporation
or by these Bylaws, the directors are hereby empowered to exercise all such
powers and do all such acts and things as may be exercised or done by the
Corporation. Section 3.2             Number,
Tenure and Qualifications.  Subject to
the rights of the holders of any series of Preferred Stock to elect additional
directors under specified circumstances, the number of directors will be fixed
from time to time exclusively by the Board of Directors, and each director
elected will hold office until his or her successor is elected and qualified. Section 3.3             Regular
Meetings.  The Board of Directors may, by resolution,
provide the time and place for the holding of regular meetings without notice
other than such resolution. Section 3.4             Special
Meetings.  Special meetings of the Board of Directors
will be called at the request of the Chairman of the Board, the Chief Executive
Officer, the President,  5    the Lead Independent Director, or a majority of the
Board of Directors.  The person or
persons authorized to call special meetings of the Board of Directors may fix
the place and time of the meetings.  The
Lead Independent Director is the Chairman of the Corporate Governance
Committee of the Board of Directors. Section 3.5             Notice. 
Notice of any special meeting will be given to each director at his or
her business or residence in writing or by facsimile transmission, telephone
communication, electronic transmission (provided, with respect to electronic
transmission, that the director has consented to receive the form of
transmission at the address to which it is directed), or overnight
courier.  If mailed, such notice will be
deemed adequately delivered when deposited in the United States mails so
addressed, with postage thereon prepaid, at least five days before such
meeting.  If by facsimile transmission
or other electronic transmission, such notice will be transmitted at least
twenty-four hours before such meeting. 
If by telephone, the notice will be given at least twelve hours prior to
the time set for the meeting.  If by
overnight courier, the notice will be given to a nationally recognized
overnight courier, with delivery costs prepaid and delivery scheduled for the
business day preceding the day of the meeting. 
Neither the business to be transacted at, nor the purpose of, any regular
or special meeting of the Board of Directors need be specified in the notice of
such meeting, except for amendments to these Bylaws as provided under
Section 8.1 of Article VIII hereof. 
A meeting may be held at any time without notice if all the directors
are present (except as otherwise provided by law) or if those not present waive
notice of the meeting in writing, either before or after such meeting. Section 3.6             Conference
Telephone Meetings.  Members of the Board of
Directors, or any committee thereof, may participate in a meeting of the Board
of Directors or such 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 will
constitute presence in person at such meeting. Section 3.7             Quorum. 
A whole number of directors equal to at least a majority of the  elected and qualified directors of the
Corporation who are currently serving as such will constitute a quorum for the
transaction of business, provided that a quorum may never be less than 1/3 of
the total number of directors authorized (including any vacancies). If at any
meeting of the Board of Directors there is less than a quorum present, a
majority of the directors present may adjourn the meeting from time to time
without further notice.  The act of the
majority of the directors present at a meeting at which a quorum is present
will be the act of the Board of Directors. Section 3.8             Vacancies. 
Subject to the rights of the holders of any series of Preferred Stock
then outstanding, newly created directorships resulting from any increase in
the authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause will, unless otherwise provided by law or by resolution
of the Board of Directors, be filled only by a majority vote of the directors
then in office, though less than a quorum, and directors so chosen will hold
office until their respective successors are elected and qualified.  No decrease in the authorized number of
directors will shorten the term of any incumbent director.  6    Section 3.9             Committees. A.            The Board of Directors may designate
one or more committees, each committee to consist of one or more of the
directors of the Corporation.  The Board
of Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee.  In the absence or
disqualification of a member of the committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
she or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in place of any such absent or
disqualified member.  Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, will have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; provided, however, that no committee
will have power or authority in reference to the following matters:  (1) approving, adopting, or recommending to
stockholders any action or matter required by law to be submitted to
stockholders for approval or (2) adopting, amending, or repealing any bylaw. B.            Unless the Board of Directors
otherwise provides, each committee designated by the Board of Directors may
make, alter and repeal rules for the conduct of its business.  In the absence of such rules each committee
will conduct its business in the same manner as the Board of Directors conducts
its business pursuant to these Bylaws. Section 3.10           Removal. 
Subject to the rights of the holders of any series of Preferred Stock
then outstanding, any director, or the entire Board of Directors, may be
removed, with or without cause, by the holders of a majority of shares then
entitled to vote at an election of directors. Section 3.11           Action
by Unanimous Consent of Directors.  The Board of
Directors may take action without the necessity of a meeting by unanimous
consent of directors.  Such consent may
be in writing or given by electronic transmission, as such term is defined in
the Delaware General Corporation Law. ARTICLE IV
OFFICERS Section 4.1             Elected
Officers.  The elected officers of the Corporation will
be a Chairman of the Board, a President, a Secretary, a Treasurer, and such
other officers as the Board of Directors from time to time may deem
proper.  The Chairman of the Board will
be chosen from the directors.  All
officers chosen by the Board of Directors will each have such powers and duties
as generally pertain to their respective offices, subject to the specific
provisions of this Article IV. 
Such officers will also have powers and duties as from time to time may
be conferred by the Board of Directors or by any committee thereof. Section 4.2             Election
and Term of Office.  The elected officers of the
Corporation will be elected annually by the Board of Directors at the regular
meeting of the  7    Board of Directors held after each annual meeting of
the stockholders.  If the election of
officers will not be held at such meeting, such election will be held as soon
thereafter as convenient.  Subject to
Section 4.7 of these Bylaws, each officer will hold office until his or
her successor is duly elected and qualified or until his or her death or until
he or she resigns. Section 4.3             Chairman
of the Board.  The Chairman of the Board will preside at
all meetings of the Board. Section 4.4             President
and Chief Executive Officer.  The
President and Chief Executive Officer will be the general manager of the
Corporation, subject to the control of the Board of Directors, and as such will
preside at all meetings of stockholders, will have general supervision of the
affairs of the Corporation, will sign or countersign or authorize another
officer to sign all certificates, contracts, and other instruments of the
Corporation as authorized by the Board of Directors, will make reports to the
Board of Directors and stockholders, and will perform all such other duties as
are incident to such office or are properly required by the Board of
Directors.  If the Board of Directors
creates the office of Chief Executive Officer as a separate office from
President, the President will be the chief operating officer of the corporation
and will be subject to the general supervision, direction, and control of the
Chief Executive Officer unless the Board of Directors provides otherwise. Section 4.5             Secretary. 
The Secretary will give, or cause to be given, notice of all meetings of
stockholders and directors and all other notices required by law or by these
Bylaws, and in case of his or her absence or refusal or neglect so to do, any
such notice may be given by any person thereunto directed by the Chairman of
the Board or the President, or by the Board of Directors, upon whose request
the meeting is called as provided in these Bylaws.  The Secretary will record all the proceedings of the meetings of
the Board of Directors, any committees thereof and the stockholders of the
Corporation in a book to be kept for that purpose, and will perform such other
duties as may be assigned to him by the Board of Directors, the Chairman of the
Board or the President.  He or she will
have custody of the seal of the Corporation and will affix the same to all
instruments requiring it, when authorized by the Board of Directors, the
Chairman of the Board or the President, and attest to the same. Section 4.6             Treasurer. 
The Treasurer will have the custody of the corporate funds and
securities and will keep full and accurate receipts and disbursements in books
belonging to the Corporation.  The
Treasurer will deposit all moneys and other valuables in the name and to the credit
of the Corporation in such depositaries as may be designated by the Board of
Directors.  The Treasurer will disburse
the funds of the Corporation as may be ordered by the Board of Directors the
Chairman of the Board, or the President, taking proper vouchers for such
disbursements.  The Treasurer will
render to the Chairman of the Board, the President and the Board of Directors,
whenever requested, an account of all his or her transactions as Treasurer and
of the financial condition of the Corporation. 
If required by the Board of Directors, the Treasurer will give the
Corporation a bond for the faithful discharge of his or her duties in such
amount and with such surety as the Board of Directors will prescribe. Section 4.7             Removal. 
Any officer elected by the Board of Directors may be removed by the
Board of Directors whenever, in their judgment, the best interests of the
Corporation would be served thereby.  No
elected officer will have any contractual rights against  8    the Corporation for compensation by virtue of such
election beyond the date of the election of his or her successor or his or her
death,resignation, or removal, whichever event will first occur, except as
otherwise provided in an employment contract or an employee plan. Section 4.8             Vacancies. 
A newly created office and a vacancy in any office because of death,
resignation, or removal may be filled by the Board of Directors for the
unexpired portion of the term at any meeting of the Board of Directors. ARTICLE V
STOCK CERTIFICATES AND TRANSFERS Section 5.1             Stock
Certificates and Transfers. A.            The interest of each stockholder of
the Corporation will be evidenced by certificates for shares of stock in such
form as the appropriate officers of the Corporation may from time to time prescribe.  The shares of the stock of the Corporation
will be transferred on the books of the Corporation by the holder thereof in
person or by his or her attorney, upon surrender for cancellation of
certificates for the same number of shares, with an assignment and power of
transfer endorsed thereon or attached thereto, duly executed, and with such
proof of the authenticity of the signature as the Corporation or its agents may
reasonably require. B.            The certificates of stock will be
signed, countersigned and registered in such manner as the Board of Directors
may by resolution prescribe, which resolution may permit all or any of the
signatures on such certificates to be in facsimile.  In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed 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 that person were
such officer, transfer agent or registrar at the date of issue. ARTICLE VI
INDEMNIFICATION Section 6.1             Right
to Indemnification.  Each person who was or is
made a party or is threatened to be made a party to or is otherwise involved in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a proceeding), by reason of the fact that he or
she is or was a director or officer of the Corporation or, while a director,
officer, or employee of the Corporation, is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (hereinafter an
indemnitee), where the basis of such proceeding is alleged action within the
course and scope of his or her duties as a director, officer, employee or
agent, will be indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the same exists
or may hereafter be amended (but, in the case of any such amendment, only to
the extent that such amendment permits the Corporation to provide broader  9    indemnification rights than permitted prior thereto),
against all expense, liability and loss (including attorneys fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid in settlement)
reasonably incurred or suffered by such indemnitee in connection therewith and
such indemnification will continue as to an indemnitee who has ceased to be a
director, officer, employee or agent and will inure to the benefit of the
indemnitees heirs, executors and administrators; provided, however,
that, except as provided in Section 6.3 hereof with respect to proceedings to
enforce rights to indemnification, the Corporation will indemnify any such indemnitee
in connection with a proceeding (or part thereof) initiated by such indemnitee
only if such proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation. Section 6.2             Right
to Advancement of Expenses.  The right to
indemnification conferred in Section 6.1 will include the right to be paid by
the Corporation the expenses incurred in defending any proceeding for which
such right to indemnification is applicable in advance of its final disposition
(hereinafter an advancement of expenses); provided, however,
that, if the Delaware General Corporation Law requires, an advancement of
expenses incurred by an indemnitee in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an employee benefit
plan) will be made only upon delivery to the Corporation of an undertaking
(hereinafter an undertaking), by or on behalf of such indemnitee, to repay
all amounts so advanced if it is ultimately determined by final judicial
decision from which there is no further right to appeal (hereinafter a final
adjudication) that such indemnitee is not entitled to be indemnified for such
expenses under this Section or otherwise. Section 6.3             Right
of Indemnitee to Bring Suit.  The rights
to indemnification and to the advancement of expenses conferred in Section 6.1
and Section 6.2, respectively, will be contract rights.  If a claim under Section 6.1 or Section 6.2
is not paid in full by the Corporation within sixty days after a written claim
has been received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period will be twenty
days, the indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim.  If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the indemnitee will be
entitled to be paid also the expense of prosecuting or defending such
suit.  In (A) any suit brought by the indemnitee
to enforce a right to indemnification hereunder (but not in a suit brought by
the indemnitee to enforce a right to an advancement of expenses) it will be a
defense that, and (B) in any suit by the Corporation to recover an advancement
of expenses pursuant to the terms of an undertaking the Corporation will be
entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met any applicable standard for indemnification set forth in
the Delaware General Corporation Law. 
Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders)  to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the circumstances because the indemnitee has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the indemnitee has not met such
applicable standard of conduct, will create a presumption that the indemnitee
has not met the applicable standard of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit.  In any suit brought by the indemnitee to enforce a right to
indemnification or to an advancement of  10    expenses hereunder, or by the Corporation to recover
an advancement of expenses pursuant to the terms of an undertaking, the burden
of proving that the indemnitee is not entitled to be indemnified, or to such advancement
of expenses, under this Section or otherwise will be on the Corporation. Section 6.4             Non-Exclusivity
of Rights.  The rights to indemnification and to the advancement
of expenses conferred in this Section will not be exclusive of any other right
which any person may have or hereafter acquire under the Certificate of
Incorporation, these Amended and Restated Bylaws, or any statute, agreement,
vote of stockholders or disinterested directors or otherwise. Section 6.5             Insurance. 
The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law. Section 6.6             Indemnification of Employees and Agents of the
Corporation.  The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification, and to the advancement of expenses,
to any employee or agent of the Corporation to the fullest extent of the
provisions of this Article VI regarding the indemnification and advancement of
expenses of directors and officers of the Corporation. ARTICLE VII
MISCELLANEOUS PROVISIONS Section 7.1             Fiscal
Year.  The fiscal year of the Corporation will begin
on the first day of June and end on the thirty-first day of May of each year. Section 7.2             Dividends. 
The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its Certificate of Incorporation. Section 7.3             Seal. 
The corporate seal will have inscribed the name of the Corporation
thereon and will be in such form as may be approved from time to time by the
Board of Directors. Section 7.4             Waiver
of Notice.  Whenever any notice is required to be given
to any stockholder or director of the Corporation under the provisions of the
Delaware General Corporation Law, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, will be deemed equivalent to the giving of such notice.  Neither the business to be transacted at,
nor the purpose of, any annual or special meeting of the stockholders of the
Board of Directors need be specified in any waiver of notice of such meeting. Section 7.5             Audits. 
The accounts, books and records of the Corporation will be audited upon
the conclusion of each fiscal year by an independent certified public
accountant  11    selected by the Board of Directors, and it will be the
duty of the Board of Directors to cause such audit to be made annually. Section 7.6             Resignations. 
Any director or any officer, whether elected or appointed, may resign at
any time by serving written notice of such resignation on the Chairman of the
Board, the President or the Secretary, or by submitting such resignation by
electronic transmission (as such term is defined in the Delaware General
Corporation Law), and such resignation will be deemed to be effective as of the
close of business on the date said notice is received by the Chairman of the
Board, the President, or the Secretary or at such later date as is stated
therein.  No formal action will be
required of the Board of Directors or the stockholders to make any such
resignation effective. Section 7.7             Contracts. 
Except as otherwise required by law, the Certificate of Incorporation or
these Bylaws, any contracts or other instruments may be executed and delivered
in the name and on the behalf of the Corporation by such officer or officers of
the Corporation as the Board of Directors may from time to time direct.  Such authority may be general or confined to
specific instances as the Board may determine. 
The Chairman of the Board, the President or any Vice President may
execute bonds, contracts, deeds, leases and other instruments to be made or
executed for or on behalf of the Corporation. 
Subject to any restrictions imposed by the Board of Directors or the
Chairman of the Board, the President or any Vice President of the Corporation
may delegate contractual powers to others under his or her jurisdiction, it
being understood, however, that any such delegation of power will not relieve
such officer of responsibility with respect to the exercise of such delegated
power. Section 7.8             Proxies. 
Unless otherwise provided by resolution adopted by the Board of
Directors, the Chairman of the Board, the President or any Vice President may
from time to time appoint any attorney or attorneys or agent or agents of the
Corporation, in the name and on behalf of the Corporation, to cast the votes
which the Corporation may be entitled to cast as the holder of stock or other
securities in any other corporation or other entity, any of whose stock or
other securities may be held by the Corporation, at meetings of the holders of
the stock and other securities of such other corporation or other entity, or to
consent in writing, in the name of the Corporation as such holder, to any action
by such other corporation or other entity, and may instruct the person or
persons so appointed as to the manner of casting such votes or giving such
consent, and may execute or cause to be executed in the name and on behalf of
the Corporation and under its corporate seal or otherwise, all such written
proxies or other instruments as he or she may deem necessary or proper in the
premises. ARTICLE VIII AMENDMENTS Section 8.1             Amendments. 
Subject to the provisions of the Certificate of Incorporation, these Bylaws
may be amended, altered, added to, rescinded or repealed at any meeting of the
Board of Directors or of the stockholders, provided notice of the proposed
change was given in the notice of the meeting and, in the case of a meeting of
the Board of Directors, in a notice given no less than twenty-four hours prior
to the meeting.  12