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Exhibit 3.1 - Arrhythmia Research Technology, Inc.  By-laws

                         AMENDED AND RESTATED BY-LAWS OF
                      ARRHYTHMIA RESEARCH TECHNOLOGY, INC.
                                November 11, 2002
                                    ARTICLE I
                                     OFFICES

     1.   Principal  office.  The  principle  office of the  corporation  in the
State of Delaware  shall be in the City of  Wilmington, County of New Castle.

     2.   Other offices. The corporation may also establish offices in other
places, both within and without the State of Delaware, as the Board of Directors
may from time to time determine, or the business of the corporation may require.

                                   ARTICLE II

                                  SHAREHOLDERS

     3.   Annual Meeting.

     A.   The annual meeting of the shareholders of the Company shall be held on
such date in each year and at such time and place as may be determined by the
Board of Directors, for the purpose of electing Directors and for the
transaction of such other proper business as may come before the meeting. Should
the shareholders fail to elect Directors on the day designated for their annual
meeting or before an adjournment thereof, the Board of Directors shall call a
special meeting of the shareholders as soon thereafter as practical.

     B.   Special meetings of the stockholders of the Corporation may be called
by the Board of Directors or by the Chairman to be held on such date as the
Board or the Chairman shall determine. The Secretary shall call a special
meeting of the stockholders, to be held on such date as the Secretary shall
determine, on the request in writing of the holders of shares of capital stock
of the Corporation entitled to vote at such meeting which represent a majority
of the total votes entitled to be cast at such meeting. Such notice shall set
forth: (a) the action proposed to be taken at the meeting and the reasons for
the action; (b) the name and address of each of such holders who intends to
propose action to be taken at the meeting; (c) a representation that each is a
holder of record of stock of the Corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to propose the action
specified in the request; (d) any material interest of any stockholder in such
action; and (e) in the event that any proposed action constitutes or includes a
proposal to amend either the Certificate of Incorporation or the By-laws of the
Corporation, the language of the proposed amendment. The Secretary may refuse to
call a special meeting unless the request is made in compliance with the
foregoing procedure.

     C.   At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be (i) specified in the notice
of the meeting (or any supplement thereto) given by or at the direction of the
Board of Directors, (ii) otherwise brought before the meeting by or at the
direction of the Board of Directors or (iii) brought before the meeting by a
stockholder in accordance with the procedure set forth below. For business to be
properly brought before an annual meeting by a stockholder, the stockholder must
have given written notice thereof, either by personal delivery or by United
States mail, postage prepaid, to the Secretary of the Corporation, not later
than 90 days in advance of such meeting, provided, however, that if such annual
meeting of stockholders is held on a date other than the second Tuesday on the
fifth month following the close of the Corporation's fiscal year, such written
notice must be given within ten days after the first public disclosure, which
may include any public filing by the Corporation with the Securities and
Exchange Commission, of the date of the annual meeting. Any such notice shall
set forth as to each matter the stockholder proposes to bring before the annual
meeting (a) a brief description of the business desired to be brought before the
meeting and the reasons for conducting such business at the meeting and in the
event that such business includes a proposal to amend either the Certificate of
Incorporation or By-laws of the Corporation, the language of the proposed
amendment, (b) the name and address of the stockholder proposing such business,
(c) a representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to propose such business and (d) any

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material interest of any stockholder in such business. No business shall be
conducted at an annual meeting except in accordance with this paragraph, and the
chairman of any annual meeting of stockholders may refuse to permit any business
to be brought before such annual meeting without compliance with the foregoing
procedures.

     D.  Subject to the rights of the holders of any class or series of stock
having a preference over the Common Stock of the Corporation as to dividends or
upon liquidation, nominations for the election of directors may be made by the
Board of Directors or by any stockholder entitled to vote for the election of
directors. Any stockholder entitled to vote for the election of directors may
nominate at a meeting persons for election as directors only if written notice
of such stockholder's intent to make such nomination is given, either by
personal delivery or by United States mail, postage prepaid, to the Secretary of
the Corporation not later than (i) with respect to an election to be held at an
annual meeting of stockholders, 90 days in advance of such meeting (provided
that if such annual meeting of stockholders is held on a date other than the
second Tuesday on the fifth month following the close of the Corporation's
fiscal year, such written notice must be given within ten days after the first
public disclosure, which may include any public filing of the Corporation with
the Securities and Exchange Commission, of the date of the annual meeting), and
(ii) with respect to an election to be held at a special meeting of stockholders
for the election of directors, the close of business on the seventh day
following the date on which notice of such meeting is first given to
stockholders. Each such notice shall set forth: (a) the name and address of the
stockholder who intends to make the nomination and of each person to be
nominated: (b) a representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice as directors; (c) a description of all arrangements or
understandings between the stockholder and each proposed nominee and any other
person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder; (d) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission were such nominee to be nominated by
the Board of Directors; and (e) and consent of each proposed nominee to serve as
a director of the Corporation if so elected. The chairman of any meeting of
stockholders to elect directors may refuse to permit the nomination of any
person to be made without compliance with the foregoing procedure.

     4.   Place of meetings. The Board of Directors may designate a place,
either within or without the state of Delaware, as the place of meeting for the
annual meeting or for a special meeting called by the Board of Directors;
provided, however, that special meetings called at the written request of
shareholders shall be held at the corporation's registered office. A waiver of
notice signed by all shareholders entitled to vote at the meeting may designate
a place, either within or without the State of Delaware, as the place for
holding such meetings. Absent a designation, the shareholders will conduct their
meeting at the corporation's registered office in the State of Delaware.

     5.   Notice of meetings. The corporation's secretary or corporate counsel,
shall deliver to each shareholder of record entitled to vote at a meeting, not
less than ten nor more than fifty days before the meeting date, a written or
printed notice stating the place, day, and hour of the meeting and, in case of a
special meeting, the purpose or purposes of the meeting. If mailed, the notice
shall be deemed to be delivered when deposited in the United States mail,
postage prepaid, addressed to the shareholder at his address as it appears on
the stock transfer books of the corporation.

     6.   Record dates. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders or an adjournment thereof,
or for the purpose of determining shareholders entitled to receive payment of a
dividend, or in order to make a determination of shareholders for another
corporate purpose, the Board of Directors may fix, in advance, a date as the
record date for such determination. The Board of Directors shall fix this date
as one not more than sixty days and not less than ten days, prior to the date of
the particular action requiring determination. Absent a record date fixed by the
Board of Directors, shareholders of record shall be fixed at the time the
Secretary or corporate counsel, delivers the first notice of the meeting. Absent
a record date fixed by the Board of Directors, shareholders entitled to receive
payment of dividends shall be those of record on the date the Directors declare
the dividend.

     7.   List of stockholders. Prior to every election of Directors, the
Secretary shall prepare a complete list of shareholders entitled to vote at the
election, arranged in alphabetical order, with the residence of each and the
number of voting shares held by each. Any shareholder may examine this list at
the corporation's principal office

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during the ten days immediately preceding the election. This list shall be
produced and kept at the place of election during the whole time thereof, and
subject to inspection by any shareholder.

     8.   Business. The President shall preside at the shareholders' meeting,
confine the business to the objects stated in the call, and, when in order,
approve all minutes prepared by the Secretary. The President may specify a
manual or other authority of parliamentary procedure as a guide for conducting
the meeting; provided, that once a manual is selected, that manual shall control
for all meetings. The President may rely upon the interpretations of corporate
counsel in matters of parliamentary law.

     9.   Quorum. The holders of a majority of the shares of the stock issued
and outstanding and entitled to vote there at, present or represented by proxy,
shall be requisite for and shall constitute a quorum at all shareholders'
meetings for the transaction of business, except as otherwise provided by
statute, by the Certificate of Incorporation, or by these By-laws. If less than
a majority of the outstanding shares are represented at a meeting, however, a
majority of the shares so represented may adjourn the meeting, from time to time
without notice other than by announcement at the meeting, until a quorum shall
be present or represented. At such adjourned meeting, where a quorum shall be
present or represented, all business may be transacted which might have been
transacted at the meeting originally called.

     10.  Vote. When a quorum is present at a meeting, the vote of the holders
of a majority of the stock having voting power present or represented by proxy
shall decide questions brought before the meeting, unless the question is one
which, by express provisions of the Delaware Statutes, the Certificate of
Incorporation or by these By-laws, a different vote is required, in which case
such express provision shall govern and control the decision of the question.

     11.  Proxy. At all shareholders' meetings, each shareholder having the
right to vote shall be entitled to vote in person or by proxy appointed by a
written instrument subscribed by the shareholder and bearing a date not more
than three years prior to the meeting, unless the instrument specifically
provides for a longer period.

     12.  Written consents. Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, the shareholders may authorize action otherwise
regarding the shareholders meeting by signing a unanimous consent to that
effect, certified by the corporation's Secretary

                                   ARTICLE III

                                    DIRECTORS

     1.   General. The business, affairs and property of the Corporation shall
be managed and controlled by a Board of directors, which, except as otherwise
provided by law or the Certificate of Incorporation, shall exercise all the
powers of the Corporation. The number, qualifications, term of office, manner of
election, time and place of meeting, compensation and powers and duties of the
directors of the Corporation shall be fixed from time to time by or pursuant to
these By-laws.

     2.   Number of Directors.

     A.   The number of directors which shall constitute the Board of Directors
shall be fixed from time to time by a vote of a majority of the Board of
Directors, provided, however, that the number of directors of the Corporation
shall be not less than two or more than six. The directors shall be classified
with respect to the time for which they shall severally hold office, by dividing
them into three classes, as nearly equal in number as possible. Each class shall
be elected at the annual meeting of stockholders held in 1988 for terms which
will expire as follows: one class of directors to be originally elected for a
term expiring at the annual meeting of stockholders to be held in 1989, the
second class of directors to be originally elected for a term expiring at the
annual meeting of stockholders to be held in 1990; and the third class of
directors to be originally elected for a term expiring at the annual meeting of
stockholders to be held in 1991.

     B.   At each annual meeting of stockholders beginning in 1988, successors
to the class of directors whose term just expired shall be elected to serve for
a term expiring at the annual meeting of stockholders held in the third year
following the year of their election and until their successors shall have been
elected and qualified. The Board


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of Directors shall increase or decrease the number of directors in one or more
classes as may be appropriate whenever it increases or decreases the number of
directors in order to ensure that those classes remain as nearly equal in number
as possible. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

     3.  Removal. Except as the law may otherwise provide, the stockholders
shall not remove any director from office without cause prior to the expiration
of his term of office unless holders of at least sixty-six and two-thirds
percent (66-2/3%) of the shares of capital stock of the Corporation entitled to
vote thereon, vote to remove the director from office.

     4.   Vacancy. In case of any vacancy in any class of directors through
death, resignation, disqualification, removal, increase in the number of
directors or other cause, the remaining directors, through less than a quorum,
by affirmative vote of a majority thereof or by a sole remaining director, may
fill such vacancy by the election of a director to hold office for the remainder
of the full term of the class of directors in which the new directorship was
created or the vacancy occurred and until the election and qualification of his
successor. Each election of directors by the stockholders shall be conducted by
three judges appointed by the Board of Directors, or such lesser number (but not
less than one) as the Board shall determine. If any or all of such appointees
shall fail to appear or to act at the meeting, the vacancy or vacancies shall be
filled by the chairman of the meeting or by the Board of Directors. No person
who is candidate for office shall act as judge.

                              MEETINGS OF THE BOARD

     5.   Place. Directors may hold their meetings, both regular and special,
either within or without the State of Delaware.

     6.   First meeting. The first meeting of each newly elected Board shall be
held at the time and place fixed by vote of the stockholders at the annual
meeting, and no notice of such meeting shall be necessary to the newly elected
Directors in order to legally constitute the meeting provided a quorum shall be
present; or, the Directors may meet in such place and at such time as shall be
fixed by written consent of all Directors.

     7.   Regular meetings. Regular Board meetings may be held, without notice,
at such time and place as shall be, from time to time, determined by the Board.

     8.   Special meetings. Special Board meetings may be called by the
President on 48 hours notice to each director, either personally or by mail or
telegram. Special meetings shall be called by the President or Secretary in like
manner and on like notice, on written request of two Directors.

     9.   Quorum. At all Board meetings, a majority of Directors shall
constitute a quorum for transaction of business, except as otherwise provided by
statute or in the Certificate of Incorporation. If less than a majority is
present at a meeting, a majority of Directors present may adjourn the meeting
without further notice until a majority is present.

     10.  Vote. The affirmative vote of a majority of Directors shall be
required for Board action.

     11.  Deliberations. The Chairman of the Board shall conduct Directors'
meetings, may designate a parliamentary manual or authority as a guide and may
rely upon the parliamentary interpretations of corporate counsel. Upon demand of
a Director, the Chairman shall exclude from the meeting all persons other than
Directors, Shareholders, the corporation's Secretary and Corporate Counsel.

     12.  Compensation. By resolution of the Board, the Directors may receive
reimbursement for their expenses, if any, for attendance at each Board meeting
and may receive a regular sum fixed by them for attendance at each Board
meeting, or a stated salary as Director. No such payment shall preclude
directors from serving the corporation in other capabilities and receiving
compensation thereof.

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     13.  Written consent. Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, action required or permitted to be taken at
Board meetings or of Board committees may be taken without a meeting, if all
members of the Board or Board 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.

     14.  Telephonic meetings. The members of the Board of Directors may
participate in and hold a meeting of the Board by means of a conference
telephone or similar communications equipment provided that all persons
participating in the meeting can hear and communicate with each other.
Participation by a person in the above manner shall constitute presence in
person at the meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.

                             COMMITTEES OF DIRECTORS

     15.  Designation. The Board may, by resolution passed by a majority of the
entire Board, designate one or more committees, each committee to consist of two
or more corporate Directors, which, to the extent provided in the resolution,
shall have and may exercise the powers of the Board in managing the corporate
business and affairs, and may have power to authorize the seal of the
corporation to be fixed to all papers which may require it. The committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors.

     16.  Minutes. The committees shall keep regular minutes of their
proceedings and report same to the Board when required.

                                   ARTICLE IV

                                     NOTICE

     1.   Method. Whenever notice is required to be given to a Director or
shareholder under provisions of the statutes, Certificate of Incorporation, or
of these By-laws, notice shall not be construed to mean personal notice, but may
be given in writing, by mail or telegram, addressed to the Director or
stockholder to the address which appears on the corporate books, and notice
shall be deemed to be given at the time mailed or transmitted.

     2.   Waiver of notice. Whenever notice is required to be give under
provisions of the statutes, Certificate of Incorporation, or of these By-laws, a
waiver thereof in writing, signed by the person or persons entitled to the
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto, and the waiver need not specify the purpose of or the
business to be transacted at the meeting.

                                    ARTICLE V

                                    OFFICERS

     1.   Designation. The corporation officers shall be a Chairman of the
Board, a President, one or more Vice-Presidents, a Secretary and a Treasurer,
each of whom shall be elected by the Board of Directors. Any two offices may be
held by the same person except that no one may hold the offices of President and
Treasurer at the same time if the corporation has more than one shareholder of
record.

     2.   Election. The Board of Directors, at its first meeting after each
annual meeting of shareholders, shall choose a President and Chairman of the
Board from among its members, and shall choose one or more Vice-Presidents, a
Secretary and a Treasurer, none of whom need be a member of the Board.

     3.   Agents. The Board may appoint such agents on behalf of the Corporation
as it shall deem necessary, for such terms and to exercise such powers and
perform such duties as shall be determined from time to time by the Board, and
not conflicting with these By-laws or the Certificate of Incorporation.

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     4.   Salaries. Officers of the Corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Directors.

     5.   Term. The officers of the Corporation shall hold office until their
successors are chosen and qualified, unless sooner removed or displaced. An
officer elected or appointed by the Board may be removed at any time by
affirmative vote of a majority of the entire Board whenever, in their judgment,
the best interest of the Corporation would be served thereby.

     6.   Vacancy. Vacancy in an office because of death, resignation, removal,
disqualification or otherwise may be filled by the Board for the unexpired
portion of the term.

     7.   Chairman. It shall be the duty of the Chairman of the Board, if
present, to preside at all meetings of the Board of Directors and the Executive
Committee, and to exercise and perform such other powers and duties as may, from
time to time, be assigned to him by the Board or prescribed by the By-laws.

     8.   President. The President shall be the chief executive officer of the
corporation. Unless otherwise provided by the Directors, the President shall
preside, when present, at all meetings of stockholders and of the Directors
(except as provided in Section 7 above). The President shall perform such other
duties and shall have such other powers as the Directors may from time to time
prescribe.

     9.   Vice-President. The Vice-President, or if there shall be more than
one, the Vice Presidents in the order determined by the Directors, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President, and shall perform such other duties and shall have such
other powers as the Directors or the President may from time to time prescribe.
The Directors may assign any Vice President the title of Executive Vice
President, Senior Vice President, or any other title determined by the
Directors.

     10.  Secretary and Assistant Secretaries. If a Secretary is appointed, he
shall attend all meetings of the Directors and shall keep a record of the
meetings of the Directors. He shall, when required, notify the Directors of
their meetings, and shall have such other powers and shall perform such other
duties as the Directors or the President may from time to time prescribe.

     The Assistant Secretary, or if there shall be more than one, the Assistant
Secretaries in the order determined by the Directors, shall, in the absence or
disability of the Secretary, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and shall have such other powers
as the Directors, the President or the Secretary may from time to time
prescribe.

     11.  Treasurer and Assistant Treasurers. The Treasurer shall, subject to
the direction of the Directors, have general charge of the financial affairs of
the corporation and shall cause to be kept accurate books of account. He shall
have charge of all funds, securities and valuable documents of the corporation,
except as the Directors or the President may otherwise provide.

     The Assistant Treasurer, or if there shall be more than one, the Assistant
Treasurers in the order determined by the Directors, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and shall have such other powers
as the Directors, the President or the Treasurer may from time to time
prescribe.

     12.  Clerk and Assistant Clerks. The Clerk shall keep a record of the
meetings of stockholders. Unless a transfer agent is appointed, the Clerk shall
keep or cause to be kept in Massachusetts, at the principal office of the
corporation or at his office, the stock and transfer records of the corporation,
in which are contained the names of all stockholders and the record address, and
the amount of stock held by each. If there is no Secretary or Assistant
Secretary, the Clerk shall keep a record of the meetings of the Directors. The
Clerk shall perform such other duties and shall have such other powers as the
Directors or the President may from time to time prescribe.

     The Assistant Clerk, or if there shall be more than one, the Assistant
Clerks in the order determined by the Directors, shall, in the absence or
disability of the Clerk, perform the duties and exercise the powers of the Clerk
and

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shall perform such other duties and shall have such other powers as the
Directors, the President or the Clerk may from time to time prescribe.

     In the absence of the Clerk or any Assistant Clerk from any meeting of
stockholders, the person presiding at the meeting shall designate a Temporary
Clerk to keep a record of the meeting.

     13.  Chief Operating Officer. The Chief Operating Officer shall be the
chief operating officer of the Corporation. The Chief Operating Officer shall,
subject to the direction of the Directors, have general supervision and control
of the business of the corporation. The Chief Operating Officer shall perform
such other duties and shall have such other powers as the Directors may from
time to time prescribe.

     14.  Other Powers and Duties. Each officer shall, subject to these By-Laws,
have in addition to the duties and powers specifically set forth in the By-Laws,
such duties and powers as are customarily incident to his office, and such
duties and powers as the Directors may from time to time designate.

                                   ARTICLE VI

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Each 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 (including the heirs, executors,
administrators or estate of such person) shall be indemnified by the Corporation
to the full extent permitted or authorized by the General Corporation Law of the
State of Delaware. The Corporation may, but shall not be obligated to, maintain
insurance, at its expense, for its benefit in respect of such indemnification
and that of any person whether or not the Corporation would otherwise have the
power to indemnify such person.

                                   ARTICLE VII

                     REIMBURSEMENT OR DISALLOWED DEDUCTIONS

     Payments made to a Corporate officerector (such as salary, commissions,
bonus, interest, rent or expenses) which shall be disallowed by the Internal
Revenue Service, in whole or in part, as a deductible expense for the purpose of
corporate tax reporting, shall be reimbursed by such officer to the corporation
to the full extent of such disallowance. The Board shall take all necessary
steps to enforce this repayment. In lieu of repayment by the Officer or
Directors, the Board, at its option, may withhold appropriate amounts from the
Officer's or Director's future compensation until payment has been recovered,
provided the amount withheld is sufficient to extinguish the indebtedness within
five years.

                                  ARTICLE VIII

                              CERTIFICATES OF STOCK

     1.   Form. Certificates representing shares of stock in the corporate name
shall be in such form as determined by the Board. All certificates shall be
signed by the President or Vice-President, and by the Secretary or Treasurer.
All certificates for such shares shall be consecutively numbered, and the name
and address of the person to whom the shares represented thereby are issued
together with the number of shares and date of issue, shall be entered on the
stock transfer books of the corporation.

     2.   Transfer Agents, Registrars. Where a certificate is countersigned
(1) by a transfer agent other than the corporation or its employees, or, (2) by
a registrar other than the corporation or its employees, any other signature on
the certificate may be facsimile. In case an officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of issue.

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     3.   Lost certificates. Each person claiming a certificate of stock to be
lost or destroyed shall make an affidavit or affirmation of the fact and shall
give the corporation a bond in such sum as the Board may require to indemnify
the corporation against any claim that may be made against it on account of the
alleged loss of the certificate. The Board may accept the affiant's personal
bond if it should appear that he or she possesses unencumbered property of
sufficient value to assure indemnification. A new certificate of the same tenor
and for the same number of shares as the one alleged to be lost or destroyed
shall then be issued.

     4.   Transfer of stock. Upon surrender to the corporation's transfer agent
or registrar of the corporation's share certificates, duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, the corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction on its books.

     5.   Holder. The corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact hereof and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
the express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                   ARTICLE IX

                               GENERAL PROVISIONS

     1.   Dividends. Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may declare dividends upon the corporate
capital stock, at a regular or special meeting, pursuant to law. Subject to the
provisions of the Certificate of Incorporation, dividends may be paid in cash,
in property or in shares of capital stock.

     2.   Reserve for contingencies. Before payment of a dividend, the Board of
Directors may set aside out of corporate funds available for dividends, such sum
or sums as the Directors may, from time to time and in their discretion, deem
proper, as a reserve fund to meet contingencies or for repairing or maintaining
the corporate property, or for such other purposes as the Directors shall deem
to be in the corporation's best interest. The Directors may modify or abolish
such reserve in the manner in which it was created.

     3.   Checks. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors, from time to time, designates.

     4.   Corporate seal. The Board of directors shall provide a corporate seal
which shall be circular in form and shall have inscribed thereon the name of the
Corporation and the State of Incorporation and "Corporate Seal."

     5.   Fiscal year. The corporation's fiscal year shall end on the last day
of December each year.

                                    ARTICLE X

                                   AMENDMENTS

     Subject to the provisions of Article II hereof, the By-laws of the
Corporation, regardless of whether adopted by the stockholders or by the Board
of Directors, may be altered, amended or repealed by the Board of Directors or
by the stockholders. Such action at a meeting of the Board of Directors shall be
taken by the affirmative vote of a majority of the members of the Board of
Directors in office at the time; and such action by the stockholders shall be
taken by the affirmative vote of the holders of sixty-six and two-thirds percent
(66-2/3%) of the shares of capital stock of the Corporation entitled to vote
thereon.

     These By-laws are subject to any requirements of law, any provisions of the
Certificate of Incorporation, as from time to time amended, and any terms of any
series of preferred stock or any other securities of the Corporation.

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