BY  LAWS
 OF
 ORION
DIVERSIFIED TECHNOLOGIES, INC.
 
 
 ARTICLE
ONE
 OFFICES
 
 The
principal office of the corporation in the State of New Jersey shall be located
in County of Trenton, New Jersey. The corporation may also have offices or such
other places of business within or without the State of New Jersey as the Board
of Directors may from time to time determine or the business of the corporation
may require.
  ARTICLE
TWO
 SHAREHOLDERS
 
 Section 2-1. Place of Meetings.
Meetings of shareholders shall be held at the office of the corporation or at
such other place within or without the State of New Jersey as the Board of
Directors shall authorize.
 
 Section 2-2. Annual Meeting. The
annual meeting of the shareholders shall be held on such day as the Board of
Directors shall elect following the close of the fiscal year at 11:00 o'clock
A.M. in each year, if not a legal holiday; and if a legal holiday, then on the
next business day following at the same hour, when the shareholders shall elect
directors and transact such other business as may properly come before the
meeting.
 
 Section 2-3. Special Meetings.
Special meetings of the shareholders may be called by the Board of Directors or
by the President, and shall be called by the President or the Secretary at the
request, in writing, of a majority of the Board of Directors or at the request,
in writing, by shareholders owning not less than ten (10%) of the voting share
issued and outstanding, whether by application to the Superior Court, or
otherwise. Such request and the notice of meeting issued pursuant thereto shall
state the purpose or purposes of the proposed meeting. Business transacted at a
special meeting shall be confined to the purposes stated in the
notice.
 
 Section 2-4. Fixing Record Date.
For the purpose of determining the shareholders qualified or entitled to notice
of or to vote at any meeting of shareholders or any adjournment thereof, or to
express consent to or dissent from any proposal without a meeting, or for the
purpose of determining shareholders qualified or entitled to receive payment of
any dividend or the allotment of any rights,
  1
 or
for any other proper purpose, the Board of Directors shall fix, in advance, a
date as the record date for any such determination of shareholders. Such date
shall be not more than 60 nor less then 10 days before the date of such meeting.
If no record date is fixed by the Board, the record date for any such purpose
shall be 10 days before the date of such meeting or action. When such
determination of qualified or entitled shareholders has been made as provided
above, such determination shall also apply to any adjourned meeting, except
where transfer of stock to a new holder has been entered on the transfer books
of the corporation after the original meeting was adjourned and at least 10 days
before the date of such adjourned meeting.
 
 Section 2-5. Notice of Meetings of
Shareholders. Written notice shall be delivered either personally or by
mail to each shareholder entitled to vote at any meeting of the shareholders.
Such notice shall be delivered not less than 10 nor more that 60 days before the
date of the meeting. If action is proposed to be taken at a meeting that might
increase the authorized shares, at least 30 days notice shall be given. The
notice of each meeting shall state the place, date and hour of the meeting and,
in case of a special meeting, the purpose or purposes for which the meeting is
called. The notice shall indicate that it is being issued by or at the direction
of the officer or persons calling the meeting. If mailed, such notice shall be
deemed delivered when deposited in the United States mail, with stage prepaid,
addressed to the shareholder at his address as it appears on the record of
shareholders, or if he shall have filed with the Secretary a written request
that notices to him be mailed to some other address, then directed to him at
such other address. Unless the Board of Directors shall fix a new record date
for an adjourned meeting or unless the adjournment is for more than 30 days,
notice of such adjourned meeting need not be given if the time and place to
which the meeting shall be adjourned were announced at the meeting at which the
adjournment is taken.
 
 Section 2-6. Waivers. Notice of a
meeting need not be given to any shareholder who signs either in person or by
proxy and whether before of after the meeting, a waiver of notice. The
attendance, whether in person or by proxy, of any shareholder at a meeting (a)
shall constitute a waiver of an objection by such shareholder to lack notice or
defective notice of such meeting unless the shareholder, at the beginning of the
meeting, objects to the holding of the meeting or the transacting of business at
the meeting, and (b) shall constitute a waiver of an objection by such
shareholder to consideration at such meeting of a particular matter not within
the purpose or purposes described in the meeting notice unless the shareholder
objects to considering the matter when it is presented.
 
 Section 2-7. Quorum of
Shareholders.
 
 2-7-1. A majority of
the outstanding shares of the corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of shareholders for
the transaction of any business; provided, however, that when a specified item
of business is required to be voted on by a class or classes, representatives of
a majority of the shares of such class or classes shall constitute a quorum for
the transaction of such specified item of business.  The vote if at
least sixty-seven (67%) of the shares present, shall be required to consummate
the sale of all or substantially all of the assets of the corporation other than
in the ordinary course of business and such other actions as shall be
specifically required by the New Jersey Business Corporation Act.
  2
 
 2-7-2. If
less than a majority of the outstanding shares entitled to vote are represented
at a meeting, or for any valid business reason at a meeting where such majority
is present, a majority in interest of the shareholders present may adjourn the
meeting from time to time to a fixed date without further notice as to the time
and place of such adjourned meeting, but each adjournment shall be for a period
not in excess of 60 days. At any such adjourned meeting at which a quorum shall
be present or represented, only such business may be transacted which might have
been transacted at a meeting as originally scheduled, unless all shares are
represented and do not object.
 
 2-7-3. When a quorum
is once present to organize a meeting, it is not broken by the subsequent
withdraw of any shareholder and those remaining may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
 
 Section 2-8. Proxies. Every
shareholder entitled to vote at a meeting of the shareholders or to express
consent or dissent without a meeting may authorize another person or persons to
act for him by proxy. Every proxy must be signed by the shareholder or his
attorney-in-fact and delivered to the secretary of the meeting prior to or
during the roll call, or be returned to the corporation with the signed consent
to action without a meeting. No proxy shall be valid after the expiration of 11
months from the date thereof unless otherwise provided in the proxy. Every proxy
shall be revocable at the pleasure of the shareholder executing it, except as
otherwise provided by law.
 
 Section 2-9. Voting.
 
 2-9-1. At all
meetings of shareholders voting may be viva voice; however, any qualified voter
may demand a stock vote, whereupon such vote shall be taken by ballot and the
secretary shall record the name of the shareholder voting, the number of shares
voted, and, if such vote shall be by proxy, the name of the proxy
holder.
 
 2-9-2. Each
shareholder shall have one vote for each share issued and outstanding which is
registered in his name on the books of the corporation, except as otherwise
provided in the Articles of Incorporation and except where the transfer books of
the corporation shall have been closed or a date shall have been fixed as a
record date for the determination of shareholders entitled to vote prior to his
becoming a shareholder. A complete list of shareholders entitled to vote at such
meeting of the shareholders or any adjournment thereof, arranged in alphabetical
order and setting forth the number of voting shares held by each shareholder,
shall be prepared by the Secretary or the transfer agent of the corporation who
shall have charge of the stock ledger and stock transfer books of the
corporation. Such list shall be subject to inspection by any shareholder at the
principal office of the corporation during business hours for 10 days prior to
such meeting and throughout the meeting or any adjournment thereof.
 
 Section 2-10. Written Consent of
Shareholders. Any action that may be taken by vote may be taken without a
meeting if the action is evidenced by one or more written consents describing
the action taken, signed by each shareholder entitled to vote and delivered to
the Secretary of the corporation for inclusion in the minutes or for filing with
the corporate records. Action taken under
  3
 this
Section 2-10 is effective when all shareholders entitled to vote have signed the
consent, unless the consent specifies a different effective date. Such written
consent of the shareholders entitled to vote has the same force and effect as an
unanimous vote of such shareholders and may be stated as such in any document.
The record date for determining shareholders entitled to take action without a
meeting is the date the first shareholder signs a consent in accordance with
this Section 2-10.
 
 Section 2-11. Inspectors. The Board
may, in advance of any meeting of shareholders, appoint one or more inspectors
to act at such meeting or any adjournment thereof. If the inspectors shall not
be so appointed or if any of them shall fail to appear or act, the chairman of
the meeting may appoint inspectors. 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 shall determine the number of shares
outstanding and the voting power of each, the number of shares 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 chairman of the meeting or any shareholder entitled to vote, the inspectors
shall make a report in writing of any challenge, request or matter determined by
them and shall execute a certificate of any fact found by them. No director or
candidate for the office of director shall act as an inspector of an election of
directors. Inspectors need not be shareholders.
  ARTICLE
THREE
 DIRECTORS
 
 Section 3-1. Board of Directors.
The business of the corporation shall be managed by a Board of Directors,
consisting of not less than three (3) members (except that there need be only as
many directors as there are shareholders in the event that the outstanding
shares are held of record by fewer than three shareholders), each of whom shall
be at least 18 years of age but who need not be shareholders nor residents of
the State of New Jersey. The number of directors of the corporation shall be
fixed from time to time by resolution of the Board of Directors.
 
 Section 3-2. Election and Term of
Directors. At each annual meeting of shareholders, the shareholders shall
elect directors. Each director shall hold office until the next annual meeting
and until his successor has been elected and qualified, or until his death,
resignation or removal.
 
 Section 3-3. Newly Created Directorships
and Vacancies. Newly created directorships resulting from an increase in
the number of directors or vacancies occurring in the Board for any reason may
be filled by a vote of a majority of the directors then in office, although less
than a quorum exists, unless otherwise provided in the Articles of
Incorporation. A director chosen to fill a position resulting from an increase
in the number of directors shall hold office until the next annual meeting of
shareholders and until his successor shall have been elected and qualified, or
until his death, resignation or removal. A director elected to fill a vacancy
caused by resignation, death or removal, shall be elected to hold office for the
unexpired term of his predecessor.
  4
 
 Section 3-4. Resignation and
Removal. A director may resign at any time by giving written notice to
the Board, the President, or the Secretary of the corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof
by the Board or such officer, and the acceptance of the resignation shall not be
necessary to make it effective. And director may be removed at any time, with or
without cause, as provided by law.
 
 Section 3-5. Quorum of Directors.
A majority of the entire Board of Directors shall constitute a quorum for the
transaction of business or of any specified item of business.
 
 Section 3-6. Action of the Board of
Directors. Unless otherwise required by law, the vote of a majority of
the directors present at the time of the vote, if a quorum is present at such
time, shall be the act of the Board of Directors. Each director present shall
have one vote regardless of the number of shares, if any, which he may
hold.
 
 Section 3-7. Place and Time of Board
Meetings. The Board of Directors may hold its meetings at the office of
the corporation or at such other places, either within or without the State of
New Jersey, as it may from time to time determine. If the meeting is held
without the State of New Jersey, notice must be given by certified mail not less
than five (5) days before the meeting, and said notice shall contain the date,
place and purpose of the meeting. Notice is given when deposited in the United
States mail with postage prepaid.
 
 Section 3-8. Regular Annual
Meeting. A regular annual meeting of the Board of Directors shall be held
immediately following the annual meeting of shareholders at the place of such
annual meeting of shareholders.
 
 Section 3-9. Notice of Meetings of the
Board, Adjournment.
 
 3-9-1. Regular
meetings of the Board may be held without notice at such time and place as the
Board shall from time to time determine. Special meetings of the Board shall be
held upon notice to the directors and may be called by the President upon two
(2) days notice to each director either personally or by mail, telegraph,
telephone, cable, or wireless, except as provided by Section 3-7 of this
Article. Special meetings shall be called by the President or by the Secretary
in a like manner at the written request of at least two (2) directors. Notice of
a meeting need not be given to any director who submits a waiver of notice,
whether before or after the meeting, or who attends the meeting without notice,
whether before or after the meeting, or who attends the meeting without
objecting at the beginning of the meeting to the holding of the meeting or the
transaction of business at the meeting.
 
 3-9-2. A majority of
the directors present, whether or not a quorum is present, may adjourn any
meeting to another time and place. Notice of the adjournment shall be given to
all
 directors
who were absent at the time of the adjournment and, unless such time and place
are announced at the meeting, to the other directors.
  5
 
 Section 3-10. Chairman. At all
meetings of the Board of Directors the Chairman of the Board, if one has been
elected, shall preside. In the absence of a Chairman, the President, or in his
absence the next highest officer, shall preside. In the event there be two or
more persons of equal title, a chairman chosen by the Board shall
preside.
 
 Section 3-11. Executive and Other
Committees. The Board of Directors, by resolution adopted by a majority
of the entire Board, may designate from among its members an executive committee
and other committees, each consisting of two (2) of more directors. Each such
committee shall serve at the pleasure of the Board and shall be comprised of a
majority of "outside" or non-affiliated directors.
 
 Section 3-12. Compensation.  Unless
otherwise established by the Board of Directors, no compensation shall be paid
to directors, as such, for their services, but by resolution of the Board, a
fixed sum and expenses for actual attendance at each regular or special meeting
of the Board may be authorized. Nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.
 
 Section 3-13. Presumption of
Assent. A director of the corporation who is present at a meeting of the
Board of Directors or a committee of the Board at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
(a) he objects at the beginning of such meeting to the holding of the meeting or
the transacting of business at the meeting, (b) he contemporaneously request
that his dissent from the action taken be entered in the minutes of such
meeting, or (c) he files his written dissent to such action with the person
presiding at the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the Secretary of the corporation immediately after
the adjournment of the meeting. The right of a director to dissent as to a
specific action taken in a meeting of the Board or a committee of the Board
pursuant to this Section 3-13 is not available to a director who votes in favor
of such action.
 
 Section 3-14. Written Consent of
Directors. Any action that may be taken by vote at a meeting of the Board
or a committee of the Board may be taken without a meeting if the action is
evidenced by one or more written consents describing the action taken, signed by
each director or committee member, and  delivered to the Secretary for
inclusion in the minutes or for filing with the corporate records. Action taken
under this Section 3-14 is effective when all directors or committee members
have signed the consent unless the consent specifies a different effective date.
Such consent has the same force and effect as an unanimous vote of the directors
or committee members and may be stated as such in any document.
 
 ARTICLE
FOUR
 OFFICERS
 
 Section 4-1. Offices, Election and Term
of Office.
  6
 
 4-1-1. The Board of
Directors shall elect or appoint a President, a Secretary and a Treasurer, and
such other officers, including a Chairman of the Board, as the Board may
determine who shall have such duties, powers and functions as hereinafter
provided.
 
 4-1-2. All officers
that are elected or appointed shall hold office at the pleasure of the
Board.
 
 Section 4-2. Removal, Resignation,
Salary, Etc.
 
 4-2-1. Any officer
elected or appointed by the Board may be removed by the Board with or without
cause.
 
 4-2-2. In the event
of the death, resignation or removal of an officer, the Board in its discretion
may elect or appoint a successor to fill the unexpired term.
 
 4-2-3. Any two or
more offices may be held by the same person, except the offices of President and
Secretary.
 
 Section 4-3. Chairman of the
Board. The Chairman of the Board, if any, shall, if present, preside at
each meeting of the Board of Directors ad shall be an ex officio member of all
committees of the Board. He shall perform all such duties as may from time to
time be assigned to him by the Board of Directors.
 
 Section 4-4. President. The
President shall be the principal executive officer of the corporation and,
subject to the control of the Board of Directors, shall in general supervise and
control all of the business and affairs of the corporation. He shall, when
present, preside at all meetings of the shareholders, and, in the absence of the
Chairman of the Board, of the Board of Directors. He may sign, with the
Secretary or any other proper officer of the corporation thereunto authorized by
the Board of Directors, certificates for shares of the corporation, and any
deeds, mortgages, bonds, contracts, or other instruments which the Board of
Directors has authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors or by
these Bylaws to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed or executed.  In general, the
President shall perform all duties incident to the office and such other duties
as may be prescribed by the Board of Directors from time to time.
 
 Section 4-5. Vice-President. In
the absence of the President or in the event of his death, inability or refusal
to act, the Vice-President shall perform the duties of the President, and when
so acting, shall have all the powers of and be subject to all the restrictions
upon the President. The Vice-President shall perform such other duties as from
time to time may be assigned to him by the President or by the Board of
Directors.
 
 Section 4-6. Secretary. The
Secretary shall attend all meetings of the Board of Directors and
  7
 of
the shareholders, record all votes and minutes of all proceedings in a book or
books to be kept for that purpose. He shall keep in safe custody the seal of the
corporation and affix it to any instrument when authorized, and he shall keep
all documents and records of the corporation as required by law or otherwise in
a proper and safe manner. When required he shall prepare or cause to be prepared
and available ar each meeting of shareholders entitled to vote thereat, a list
of shareholders indicating the number of shares of each respective class held by
each. In general, he shall perform all duties incident to the office of
Secretary and such other duties as may be prescribed from time to time by the
President of the Board of Directors.
 
 Section 4-7. Treasurer. The
Treasurer shall have the custody the corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements in the corporation
books. He shall deposit all money and other valuables in the name and to the
credit of the corporation in such depositories as may be designated by the Board
and disburse the funds of the corporation as may be ordered or authorized by the
Board and preserve proper vouchers for such disbursements. He shall render to
the President and Board at the regular meetings of his Board, or whenever they
require it, an account of all his transactions as Treasurer and of the financial
condition of the corporation, and he shall render a full financial report at the
annual meeting of the shareholders if so requested. The Treasurer shall be
furnished, at his request, with such reports and statements as he may require
from the corporate officers and agents as to all financial transactions of the
corporation. In general, he shall perform all duties as are given to him by
these Bylaws or as from time to time are assigned to him by the Board of
Directors or President.
 
 Section
4-8. Assistant
Officers. The Board of Directors may elect (or delegate to the Chairman
of the Board or to the President the right to appoint) such other officers and
agents as may be necessary or desirable for the business of the corporation.
Such other officers shall include one or more assistant secretaries and
treasurers who shall have the power and authority to act in place of the officer
to whom they are elected or appointed as an assistant in the event of the
officer's inability or unavailability to act in his official
capacity.
 
 Section 4-9. Sureties and Bonds.
In case the Board of Directors shall so require, any officer or agent of the
corporation shall execute to the corporation a bond in such sum and with such
surety or sureties as the Board may direct. The Bond shall be conditioned upon
the officer's or agent's faithful performance of his duties to the corporation
and including responsibility for negligence and for the accounting for all
property, funds or securities of the corporation which may come into his
hands.
  ARTICLE
FIVE
 CERTIFICATES FOR
SHARES
 
 Section 5-1. Certificates. Each
owner of stock of the corporation shall be entitled to have a certificate in
such form as shall be provided by the Board, certifying the number of shares of
stock of the corporation owned by him. The certificates representing shares of
stock shall be signed in the name of the corporation by the Chairman of the
Board or the President and by the Secretary or an Assistant Secretary and sealed
with the seal of the corporation (which seal may be a facsimile,
  8
 engraved
or printed); provided, however, that where any such certificate is countersigned
by a transfer agent or is registered by registrar (other than the corporation or
one of its employees), the signatures of the Chairman of the Board, the
President, Secretary or Assistant Secretary upon such certificates may be
facsimiles, engraved or printed. In case any officer who shall have signed such
certificates issued, they may nevertheless be issued by the corporation with the
same effect as if such officers were still in office at the date of their
issue.
 
 Section 5-2. Lost or Destroyed
Certificates. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate to be lost or destroyed. When authorizing such issue of a new
certificate or certificates the Board may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or
destroyed  certificate or certificates, or his legal representative,
to advertise the same in such manner as it shall require and give the
corporation a bond in such sum and with such surety or sureties as it may direct
as indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost or destroyed.
 
 Section 5-3. Transfer of
Shares.
 
 5-3-1. Transfers of
shares of stock of the corporation shall be made on the stock records of the
corporation only upon authorization by the registered holder thereof, or by his
attorney thereunto authorized by power of attorney duly executed and filed with
the Secretary or with a transfer agent or transfer clerk, and on surrender of
the certificate of certificates for such shares properly endorsed or accompanied
by a duly executed stock transfer power and the payment of all taxes
thereon.
 
 5-3-2. The
corporation shall be entitled to treat the holder of record of any share as the
holder in fact thereof and, accordingly, shall not be bound to recognize any
equitable or other claim to or interest in such share on the part of any other
person whether or not it shall have express or other notice thereof, except as
expressly provided by the laws of New Jersey.
 
 Section 5-4. Restrictions of
Stock. The Board of Directors may restrict the transfer of any stock
issued by giving the corporation or any shareholder "first right of refusal to
purchase" the stock, by making the stock redeemable or by otherwise restricting
the transfer of the stock under such terms and in such manner as the directors
may deem necessary and as are not inconsistent with the Articles of
Incorporation of the laws of the State of New Jersey. Any stock whose transfer
is so restricted must carry a stamped legend on the face of the certificate
setting out the restriction and where such restriction may be found in the
records of the corporation.
  9
 
  ARTICLE SIX
 DIVIDENDS AND
FINANCES
 
 Section 6-1. Dividends. Dividends
may be declared and paid out of any funds legally available therefor under the
laws of New Jersey, as may be deemed advisable from time to time by the Board of
Directors of the corporation. Before declaring any dividends, the Board may set
aside out of the net profits or earned or other surplus such sums as the Board
may think proper as a reserve fund to meet contingencies or for other purposes
deemed proper and to the best interests of the corporation.
 
 Section 6-2. Monies. The monies,
securities, and other valuable effects of the corporation shall be deposited in
the name of the corporation in such banks or trust companies as the Board of
Directors shall designate and shall be drawn out or removed only as may be
authorized from time to time by the Board of Directors.
  ARTICLE
SEVEN
 CORPORATE
SEAL
 
 The seal
of the corporation shall be circular in form and bear the name of the
corporation and the word "seal". The seal may be used by causing it to be
impressed directly on the instrument or writing to be sealed, or upon an
adhesive substance affixed thereto. The seal on the certificates for shares or
on any corporate obligation for the payment of money may be a facsimile,
engraved or printed.
  ARTICLE
EIGHT
 EXECUTION OF
INSTRUMENTS
 
 All
corporate instruments and documents shall be signed or countersigned, executed,
verified or acknowledged by such officer or officers or other person or persons
as the Board of Directors may from time to time designate.
  ARTICLE
NINE
 ORDER OF
BUSINESS
 
 At all
meetings of shareholders or of the Board of Directors, the order of business, as
far as practicable, shall be as follows:
 
 1.           Roll
call and certifying proxies.
 2.           Proof
of notice of meeting or waiver of notice.
 3.           Reading
and approval of unapproved minutes.
  10
 4.           Reports
of officers and committees.
 5.           Election
of officers or directors.
 6.           Unfinished
business.
 7.           New
business.
 8.           Adjournment.
  ARTICLE
TEN
 REFERENCES TO ARTICLES OF
INCORPORATION
 
 Reference
to the Articles of Incorporation in the Bylaws shall include all amendments
thereto or changes thereof unless specifically excepted.
  ARTICLE
ELEVEN
 INDEMNIFICATION AND RELATED
MATTERS
 
 Section 11-1. Indemnification - -
Third-Party Action. The corporation shall indemnify any person who was,
is, or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal (other than an action by or in the
right of the corporation).  Such indemnification shall arise only by
reason of the fact that the person is or was a director, officer, employee,
fiduciary or agent of the corporation or who, while a director, officer,
employee, fiduciary or agent of the corporation, is or was serving at the
request of the corporation as a director, officer, partner, employee, fiduciary
or agent of another corporation, partnership, joint venture, trust, other
enterprise or employee benefit plan. Such indemnification shall be against
expenses (including attorney fees), judgements, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding to the extent that and under the circumstances
wherefore the New Jersey Corporation  Act permits indemnification of
directors.
 
 Section 11-2. Indemnification - - Actions
Brought in the Right of the
Corporation. The corporation shall indemnify any person who was, is, or
is threatened to be made party to any threatened, pending or completed action,
suit or proceeding by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee, fiduciary or agent of the corporation or who, while a director,
officer, employee, fiduciary or agent of the corporation, is or was serving at
the request of the corporation as a director, officer, partner, employee,
fiduciary or agent of another corporation, partnership, joint venture, trust,
other enterprise or employee benefit plan. Such indemnification shall be against
expenses ( including attorney fees) actually and reasonably incurred by such
person in connection with such action, suit or proceeding, to the extent that
and under the circumstances wherefore the New Jersey Business Corporation Act
permits indemnification of directors.
  11
 
 Section 11-3. Determination of Entitlement
to Indemnification. Any
indemnification under Sections 11-1 and 11-2 (unless ordered by a court) shall
be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee, fiduciary
or agent is proper in the circumstances because he has met the applicable
standard of conduct set forth in the New Jersey Business Corporation Act with
respect to indemnification of directors. Such determination shall be made: (a)
by the Board of Directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (b) if such a quorum
is not obtainable, by a majority vote of a committee of the Board designated by
the Board, which committee shall consist of two (2) or more directors who were
not parties to the action, suit or proceeding, except that directors who were
parties to the action, suit or proceeding may participate in the designation of
directors for the committee. If such quorum is not obtainable or such committee
cannot be established pursuant to (a) and (b) above, or even if such quorum is
obtained or such committee is designated if such quorum or committee so directs,
such determination shall be made: (a) by independent legal counsel selected by
vote of the Board of Directors or the committee in the  manner
specified in (a) or (b) above (as the case may be) or, if a quorum cannot be
obtained and a committee cannot be established pursuant to (a) and (b) above, by
independent legal counsel selected by a majority vote of the full Board, or (b)
by the shareholders.
 
 Authorization
of indemnification and evaluation as to reasonableness of expenses shall be made
in the manner as the determination that indemnification is proper is made;
except that, if the determination that indemnification is proper is made by
independent legal counsel (as set forth above), authorization of indemnification
and evaluation as to reasonableness of expenses shall be made by the body that
selected said counsel.
 
 Section 11-4. Advancement of
Expenses. Reasonable expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding, to the extent that and
under the circumstances wherefore the New Jersey Business Corporation Act
permits such advancement for directories.
 
 Section 11-5. Savings Clause. The
indemnification provided by this Article shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in the person's official capacity and as to action in another capacity
while holding such office and shall continue as to a person who has ceased to be
a director, officer, employee, fiduciary or agent and shall inure to the benefit
of he heirs and legal representatives of such a person.
 
 Section 11-6. Insurance. The
corporation shall have power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, fiduciary or agent of the
corporation or who, while a director, officer, employee, fiduciary or agent of
the corporation, is or was serving at the request of the corporation as a
director, officer, partner, employee or agent of another corporation,
partnership, joint venture, trust, other enterprise or employee benefit plan,
against any liability asserted against him or incurred by him in any such
capacity or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of the Articles and the New Jersey Business Corporation
Act.
  12
 
 Section 11-7. Disallowed Deduction.
With respect to any payment made by the corporation to any employee or any
officer of the corporation for compensation, bonus, interest, rent travel,
entertainment or to other expenses incurred by such employee or officer that is
determined to be excessive, unreasonable or otherwise unallowable, in whole or
in part as a tax deductible expense by any governmental agency, such employee
shall have an unconditional obligation to reimburse the corporation to the full
extent of such unallowable expense. In lieu of payment by the officer, subject
to the determination of the directors, proportionate amounts may be withheld
from his future compensation payments until the amount owed to the corporation
has been recovered.
  ARTICLE
TWELVE
 FISCAL
YEAR
 
 The
fiscal year of the corporation shall be designated by the Board of
Directors.
 
 ARTICLE
THIRTEEN
 BYLAWS
AMENDMENTS
 
 The
Bylaws may be amended, repealed or adopted by the majority vote of the Board of
Directors at any regular or special meeting.
 
 DATE ADOPTED: June 2,
1992
 
 
 
 13