AMENDED
AND RESTATED BYLAWS OF
  Innovative
Card Technologies, Inc.
  (initially
adopted on November 22, 2002 )
  (as
amended on May 5, 2005 effective as of the
 corporation’s
initial public listing)
  
 
 TABLE
OF CONTENTS
  PageARTICLE
      I - CORPORATE OFFICES
                
                11.1
                
                REGISTERED
      OFFICE
                
                11.2
                
                OTHER
      OFFICES
                
                1ARTICLE
      II - MEETINGS OF STOCKHOLDERS
                
                12.1
                
                PLACE
      OF MEETINGS
                
                12.2
                
                ANNUAL
      MEETING
                
                12.3
                
                SPECIAL
      MEETING
                
                12.4
                
                ADVANCE
      NOTICE PROCEDURES; NOTICE OF STOCKHOLDERS’ MEETINGS
                
                22.5
                
                MANNER
      OF GIVING NOTICE; AFFIDAVIT OF NOTICE
                
                32.6
                
                QUORUM
                
                42.7
                
                ADJOURNED
      MEETING; NOTICE
                
                42.8
                
                CONDUCT
      OF BUSINESS
                
                42.9
                
                VOTING
                
                42.10
                
                STOCKHOLDER
      ACTION BY WRITTEN CONSENT WITHOUT A MEETING
                
                42.11
                
                RECORD
      DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS
                
                42.12
                
                PROXIES
                
                52.13
                
                LIST
      OF STOCKHOLDERS ENTITLED TO VOTE
                
                52.14
                
                INSPECTORS
      OF ELECTION
                
                5ARTICLE
      III - DIRECTORS
                
                63.1
                
                POWERS
                
                63.2
                
                NUMBER
      OF DIRECTORS
                
                63.3
                
                ELECTION,
      QUALIFICATION AND TERM OF OFFICE OF DIRECTORS
                
                73.4
                
                RESIGNATION
      AND VACANCIES
                
                73.5
                
                PLACE
      OF MEETINGS; MEETINGS BY TELEPHONE
                
                73.6
                
                REGULAR
      MEETINGS
                
                83.7
                
                SPECIAL
      MEETINGS; NOTICE
                
                83.8
                
                QUORUM
                
                83.9
                
                BOARD
      ACTION BY WRITTEN CONSENT WITHOUT A MEETING
                
                93.10
                
                FEES
      AND COMPENSATION OF DIRECTORS
                
                93.11
                
                REMOVAL
      OF DIRECTORS
                
                9ARTICLE
      IV - COMMITTEES
                
                94.1
                
                COMMITTEES
      OF DIRECTORS
                
                94.2
                
                COMMITTEE
      MINUTES
                
                104.3
                
                MEETINGS
      AND ACTION OF COMMITTEES
                
                10ARTICLE
      V - OFFICERS
                
                105.1
                
                OFFICERS
                
                105.2
                
                APPOINTMENT
      OF OFFICERS
                
                11
  i
 TABLE
OF CONTENTS
 (continued)
  Page5.3
                
                SUBORDINATE
      OFFICERS
                
                115.4
                
                REMOVAL
      AND RESIGNATION OF OFFICERS
                
                115.5
                
                VACANCIES
      IN OFFICES
                
                115.6
                
                REPRESENTATION
      OF SHARES OF OTHER CORPORATIONS
                
                115.7
                
                AUTHORITY
      AND DUTIES OF OFFICERS
                
                11ARTICLE
      VI - RECORDS AND REPORTS
                
                126.1
                
                MAINTENANCE
      AND INSPECTION OF RECORDS
                
                126.2
                
                INSPECTION
      BY DIRECTORS
                
                12ARTICLE
      VII - GENERAL MATTERS
                
                127.1
                
                EXECUTION
      OF CORPORATE CONTRACTS AND INSTRUMENTS
                
                127.2
                
                STOCK
      CERTIFICATES; PARTLY PAID SHARES
                
                127.3
                
                SPECIAL
      DESIGNATION ON CERTIFICATES
                
                137.4
                
                LOST
      CERTIFICATES
                
                137.5
                
                CONSTRUCTION;
      DEFINITIONS
                
                137.6
                
                DIVIDENDS
                
                147.7
                
                FISCAL
      YEAR
                
                147.8
                
                SEAL
                
                147.9
                
                TRANSFER
      OF STOCK
                
                147.10
                
                STOCK
      TRANSFER AGREEMENTS
                
                147.11
                
                REGISTERED
      STOCKHOLDERS
                
                147.12
                
                WAIVER
      OF NOTICE
                
                15ARTICLE
      VIII - NOTICE BY ELECTRONIC TRANSMISSION
                
                158.1
                
                NOTICE
      BY ELECTRONIC TRANSMISSION
                
                158.2
                
                DEFINITION
      OF ELECTRONIC TRANSMISSION
                
                168.3
                
                INAPPLICABILITY
                
                16ARTICLE
      IX - INDEMNIFICATION
                
                169.1
                
                INDEMNIFICATION
      OF DIRECTORS AND OFFICERS
                
                169.2
                
                AUTHORITY
      TO ADVANCE EXPENSES
                
                179.3
                
                PROCEDURE
                
                179.4
                
                RIGHT
      OF CLAIMANT TO BRING SUIT
                
                189.5
                
                PROVISIONS
      NONEXCLUSIVE
                
                189.6
                
                SEVERABILITY
                
                189.7
                
                AUTHORITY
      TO INSURE
                
                19ARTICLE
      X - AMENDMENTS
                
                21
  ii
  BYLAWS
OF INNOVATIVE CARD TECHNOLOGIES, INC.
 
 
 ARTICLE
I - CORPORATE OFFICES
  1.1  REGISTERED
OFFICE.
  The
registered office of Innovative Card Technologies, Inc. shall be fixed in the
corporation’s certificate of incorporation, as the same may be amended from time
to time.
  1.2  OTHER
OFFICES.
  The
corporation’s Board of Directors (the “Board”) may at any
time establish other offices at any place or places where the corporation is
qualified to do business.
  ARTICLE
II - MEETINGS OF STOCKHOLDERS
  2.1  PLACE OF
MEETINGS.
  Meetings
of stockholders shall be held at any place, within or outside the State of
Delaware, designated by the Board.  The Board may, in its sole
discretion, determine that a meeting of stockholders shall not be held at any
place, but may instead be held solely by means of remote communication as
authorized by Section 211(a)(2) of the
Delaware General Corporation Law (the “DGCL”).  In
the absence of any such designation or determination, stockholders’ meetings
shall be held at the corporation’s principal executive office.
  2.2  ANNUAL
MEETING.
  The
annual meeting of stockholders shall be held each year.  The Board
shall designate the date and time of the annual meeting.   In the
absence of such designation the annual meeting of stockholders shall be held on
the second Tuesday of May of each year at 10:00 a.m.  However, if such
day falls on a legal holiday, then the meeting shall be held at the same time
and place on the next succeeding business day.  At the annual meeting,
directors shall be elected and any other proper business may be
transacted.
  2.3  SPECIAL
MEETING .
  A special
meeting of the stockholders may be called at any time by the Board, chairperson
of the Board, chief executive officer or president (in the absence of a chief
executive officer), but such special meetings may not be called by any other
person or persons.
  No
business may be transacted at such special meeting other than the business
specified in such notice to stockholders.  Nothing contained in this
paragraph of this Section 2.3 shall be construed
as limiting, fixing, or affecting the time when a meeting of stockholders called
by action of the Board may be held.
  
  2.4  ADVANCE
NOTICE PROCEDURES; NOTICE OF STOCKHOLDERS’ MEETINGS .
  (i)  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: (A) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the board
of directors, (B) otherwise properly brought before the meeting by or at the
direction of the board of directors, or (C) otherwise properly brought before
the meeting by a stockholder. For business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the secretary of the corporation. To be timely, a
stockholder’s notice must be delivered to or mailed and received at the
principal executive offices of the corporation not less than one hundred twenty
(120) calendar days before the one year anniversary of the date on which the
corporation first mailed its proxy statement to stockholders in connection with
the previous year’s annual meeting of stockholders; provided, however, that in the event
that no annual meeting was held in the previous year or the date of the annual
meeting has been changed by more than thirty (30) days from the date of the
prior year’s meeting, notice by the stockholder to be timely must be so received
not later than the close of business on the later of one hundred twenty (120)
calendar days in advance of such annual meeting and ten (10) calendar days
following the date on which public announcement of the date of the meeting is
first made. A stockholder’s notice to the secretary 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 annual meeting and
the reasons for conducting such business at the annual meeting, (b) the name and
address, as they appear on the corporation’s books, of the stockholder proposing
such business, (c) the class and number of shares of the corporation that are
beneficially owned by the stockholder, (d) any material interest of the
stockholder in such business, and (e) any other information that is required to
be provided by the stockholder pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the “1934 Act”), in his capacity as a
proponent to a stockholder proposal. Notwithstanding the foregoing, in order to
include information with respect to a stockholder proposal in the proxy
statement and form of proxy for a stockholder’s meeting, stockholders must
provide notice as required by the regulations promulgated under the 1934
Act.  Notwithstanding anything in these bylaws to the contrary, no
business shall be conducted at any annual meeting except in accordance with the
procedures set forth in this paragraph (i). The chairman of the annual meeting
shall, if the facts warrant, determine and declare at the meeting that business
was not properly brought before the meeting and in accordance with the
provisions of this paragraph (i), and, if he should so determine, he shall so
declare at the meeting that any such business not properly brought before the
meeting shall not be transacted.
  (ii)  Only
persons who are nominated in accordance with the procedures set forth in this
paragraph (ii) shall be eligible for election as directors. Nominations of
persons for election to the board of directors of the corporation may be made at
a meeting of stockholders by or at the direction of the board of directors or by
any stockholder of the corporation entitled to vote in the election of directors
at the meeting who complies with the notice procedures set forth in this
paragraph (ii). Such nominations, other than those made by or at the direction
of the board of directors, shall be made pursuant to timely notice in writing to
the secretary of the corporation in accordance with the provisions of paragraph
(i) of this Section 2.4. Such stockholder’s notice shall set forth (a) as to
each person, if any, whom the stockholder proposes to nominate for election or
re-election as a director: (A) the name, age, business address and residence
address of such person, (B) the principal occupation or employment of such
person, (C) the class and number of shares of the corporation that are
beneficially owned by such person, (D) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nominations are to
be made by the stockholder, and (E) any other information relating to such
person that is required  to be disclosed in solicitations of proxies
for elections of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the 1934 Act (including without limitation such person’s
written consent to being named in the proxy statement, if any, as a nominee and
to serving as a director if elected); and (b) as to such stockholder giving
notice, the information required to be provided pursuant to paragraph (i) of
this Section 2.4. At the request of the board of directors, any person nominated
by a stockholder for election as a director shall furnish to the secretary of
the corporation that information required to be set forth in the stockholder’s
notice of nomination which pertains to the nominee. No person shall be eligible
for election as a director of the corporation unless nominated in accordance
with the procedures set forth in this paragraph (ii). The chairman of the
meeting shall, if the facts warrant, determine and declare at the meeting that a
nomination was not made in accordance with the procedures prescribed by these
bylaws, and if he should so determine, he shall so declare at the meeting, and
the defective nomination shall be disregarded.
  2
  These
provisions shall not prevent the consideration and approval or disapproval at an
annual meeting of reports of officers, directors and committees of the board of
directors, but in connection therewith no new business shall be acted upon at
any such meeting unless stated, filed and received as herein
provided.  Notwithstanding anything in these bylaws to the contrary,
no business brought before a meeting by a stockholder shall be conducted at an
annual meeting except in accordance with procedures set forth in this Section
2.4.
  All
notices of meetings of stockholders shall be sent or otherwise given in
accordance with either Section 2.5 or Section 8.1 of these bylaws
not less than 10 nor more than 60 days before the date of the meeting to each
stockholder entitled to vote at such meeting.  The notice shall
specify the place, if any, date and hour of the meeting, the means of remote
communication, if any, by which stockholders and proxy holders may be deemed to
be present in person and vote at such meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called.
  2.5  MANNER OF
GIVING NOTICE; AFFIDAVIT OF NOTICE .
  Notice of
any meeting of stockholders shall be given:
  (i)  if
mailed, when deposited in the United States mail, postage prepaid, directed to
the stockholder at his or her address as it appears on the corporation’s
records; or
  (ii)  if
electronically transmitted as provided in Section 8.1 of these
bylaws.
  An
affidavit of the secretary or an assistant secretary of the corporation or of
the transfer agent or any other agent of the corporation that the notice has
been given by mail or by a form of electronic transmission, as applicable,
shall, in the absence of fraud, be prima facie evidence of the facts stated
therein.
  2.6  QUORUM .
  The
holders of a majority of the stock issued and outstanding and entitled to vote,
present in person or represented by proxy, shall constitute a quorum for the
transaction of business at all meetings of the stockholders.  If,
however, such quorum is not present or represented at any meeting of the
stockholders, then either (i) the chairperson of the meeting, or
(ii) the stockholders entitled to vote at the meeting, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum is present
or represented.  At such adjourned meeting at which a quorum is
present or represented, any business may be transacted that might have been
transacted at the meeting as originally noticed.
  3
  2.7  ADJOURNED
MEETING; NOTICE .
  When a
meeting is adjourned to another time or place, unless these bylaws otherwise
require, notice need not be given of the adjourned meeting if the time, place if
any thereof, and the means of remote communications if any by which stockholders
and proxy holders may be deemed to be present in person and vote at such
adjourned meeting are announced at the meeting at which the adjournment is
taken.  At the adjourned meeting, the corporation may transact any
business which might have been transacted at the original meeting.  If
the adjournment is for more than 30 days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.
  2.8  CONDUCT
OF BUSINESS .
  The
chairperson of any meeting of stockholders shall determine the order of business
and the procedure at the meeting, including such regulation of the manner of
voting and the conduct of business.
  2.9  VOTING .
  The
stockholders entitled to vote at any meeting of stockholders shall be determined
in accordance with the provisions of Section 2.11 of these bylaws,
subject to Section 217 (relating to
voting rights of fiduciaries, pledgors and joint owners of stock) and Section
218 (relating to
voting trusts and other voting agreements) of the DGCL.
  Except as
may be otherwise provided in the certificate of incorporation or these bylaws,
each stockholder shall be entitled to one vote for each share of capital stock
held by such stockholder.
  2.10  STOCKHOLDER
ACTION BY WRITTEN CONSENT WITHOUT A MEETING .
  Subject
to the rights of the holders of the shares of any series of Preferred Stock or
any other class of stock or series thereof having a preference over the Common
Stock as dividend or upon liquidation, 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.
  2.11  RECORD
DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS .
  In order
that the corporation may determine the stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board
may fix, in advance, a record date, which record date shall not precede the date
on which the resolution fixing the record date is adopted and which shall not be
more than 60 nor less than 10 days before the date of such meeting, nor more
than 60 days prior to any other such action.
  4
  If the
Board does not so fix a record date:
  (i)  The
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held.
  (ii)  The
record date for determining stockholders for any other purpose shall be at the
close of business on the day on which the Board adopts the resolution relating
thereto.
  A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the
Board may fix a new record date for the adjourned meeting.
  2.12  PROXIES .
  Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for such stockholder by proxy authorized by an
instrument in writing or by a transmission permitted by law filed in accordance
with the procedure established for the meeting, but no such proxy shall be voted
or acted upon after three years from its date, unless the proxy provides for a
longer period.  The revocability of a proxy that states on its face
that it is irrevocable shall be governed by the provisions of Section 212 of the
DGCL.
  2.13  LIST OF
STOCKHOLDERS ENTITLED TO VOTE .
  The
officer who has charge of the stock ledger of the corporation shall prepare and
make, at least 10 days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder.  The corporation shall not
be required to include electronic mail addresses or other electronic contact
information on such list.  Such list shall be open to the examination
of any stockholder, for any purpose germane to the meeting for a period of at
least 10 days prior to the meeting:  (i) on a reasonably
accessible electronic network, provided that the information required to gain
access to such list is provided with the notice of the meeting, or
(ii) during ordinary business hours, at the corporation’s principal
executive office.  In the event that the corporation determines to
make the list available on an electronic network, the corporation may take
reasonable steps to ensure that such information is available only to
stockholders of the corporation.  If the meeting is to be held at a
place, then the list shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.  If the meeting is to be held solely by means of
remote communication, then the list shall also be open to the examination of any
stockholder during the whole time of the meeting on a reasonably accessible
electronic network, and the information required to access such list shall be
provided with the notice of the meeting.  Such list shall
presumptively determine the identity of the stockholders entitled to vote at the
meeting and the number of shares held by each of them.
  2.14  INSPECTORS
OF ELECTION
  A written
proxy may be in the form of a telegram, cablegram, or other means of electronic
transmission which sets forth or is submitted with information from which it can
be determined that the telegram, cablegram, or other means of electronic
transmission was authorized by the person.
  5
  Before
any meeting of stockholders, the board of directors shall appoint an inspector
or inspectors of election to act at the meeting or its
adjournment.  The number of inspectors shall be either one (1) or
three (3).  If any person appointed as inspector fails to appear or
fails or refuses to act, then the chairperson of the meeting may, and upon the
request of any stockholder or a stockholder's proxy shall, appoint a person to
fill that vacancy.
  Such
inspectors shall:
  (i)  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, and the
authenticity, validity, and effect of proxies;
  (ii)  receive
votes, ballots or consents;
  (iii)  hear and
determine all challenges and questions in any way arising in connection with the
right to vote;
  (iv)  count and
tabulate all votes or consents;
  (v)  determine
when the polls shall close;
  (vi)  determine
the result; and
  (vii)  do any
other acts that may be proper to conduct the election or vote with fairness to
all stockholders.
  The
inspectors of election shall perform their duties impartially, in good faith, to
the best of their ability and as expeditiously as is practical.  If
there are three (3) inspectors of election, the decision, act or certificate of
a majority is effective in all respects as the decision, act or certificate of
all.  Any report or certificate made by the inspectors of election is
prima facie evidence of the facts stated therein.
  ARTICLE
III - DIRECTORS
  3.1  POWERS .
  Subject
to the provisions of the DGCL and any limitations in the certificate of
incorporation or these bylaws relating to action required to be approved by the
stockholders or by the outstanding shares, the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised by or
under the direction of the Board.
  3.2  NUMBER OF
DIRECTORS .
  The
authorized number of directors shall be determined from time to time by
resolution of the Board, provided the Board shall consist of at least
one member.  No reduction of the authorized number of directors
shall have the effect of removing any director before that director’s term of
office expires.
  6
  3.3  ELECTION,
QUALIFICATION AND TERM OF OFFICE OF DIRECTORS .
  Except as
provided in Section 3.4 of these bylaws,
each director, including a director elected to fill a vacancy, shall hold office
until the expiration of the term for which elected and until such director’s
successor is elected and qualified or until such director’s earlier death,
resignation or removal.  Directors need not be stockholders unless so
required by the certificate of incorporation or these bylaws.  The
certificate of incorporation or these bylaws may prescribe other qualifications
for directors.
  If so
provided in the certificate of incorporation, the directors of the corporation
shall be divided into  three classes.
  3.4  RESIGNATION
AND VACANCIES .
  Any
director may resign at any time upon notice given in writing or by electronic
transmission to the corporation.  When one or more directors so
resigns and the resignation is effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall have power
to fill such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each director so chosen
shall hold office as provided in this section in the filling of other
vacancies.
  Unless
otherwise provided in the certificate of incorporation or these bylaws,
vacancies and newly created directorships resulting from any increase in the
authorized number of directors elected by all of the stockholders having the
right to vote as a single class may be filled by a majority of the directors
then in office, although less than a quorum, or by a sole remaining
director.  If the directors are divided into classes,
a  person so elected by the directors then in office to fill a vacancy
or newly created directorship shall hold office until the next election of the
class for which such director shall have been chosen and until his or her
successor shall have been duly elected and qualified.
  If at any
time, by reason of death or resignation or other cause, the corporation should
have no directors in office, then any officer or any stockholder or an executor,
administrator, trustee or guardian of a stockholder, or other fiduciary
entrusted with like responsibility for the person or estate of a stockholder,
may call a special meeting of stockholders in accordance with the provisions of
the certificate of incorporation or these bylaws, or may apply to the Court of
Chancery for a decree summarily ordering an election as provided in
Section 211
of the DGCL.
  If, at
the time of filling any vacancy or any newly created directorship, the directors
then in office constitute less than a majority of the whole Board (as
constituted immediately prior to any such increase), then the Court of Chancery
may, upon application of any stockholder or stockholders holding at least 10% of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office as aforesaid, which election shall be governed by
the provisions of Section 211 of the DGCL as far
as applicable.
  3.5  PLACE OF
MEETINGS; MEETINGS BY TELEPHONE .
  The Board
may hold meetings, both regular and special, either within or outside the State
of Delaware.
  7
  Unless
otherwise restricted by the certificate of incorporation or these bylaws,
members of the Board, or any committee designated by the Board, may participate
in a meeting of the Board, or any committee, by means of conference telephone or
other communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
  3.6  REGULAR
MEETINGS .
  Regular
meetings of the Board may be held without notice at such time and at such place
as shall from time to time be determined by the Board.
  3.7  SPECIAL
MEETINGS; NOTICE .
  Special
meetings of the Board for any purpose or purposes may be called at any time by
the chairperson of the Board, the chief executive officer, the president, the
secretary or a majority of the authorized number of directors.
  Notice of
the time and place of special meetings shall be:
  (i)  delivered
personally by hand, by courier or by telephone;
  (ii)  sent by
United States first-class mail, postage prepaid;
  (iii)  sent by
facsimile; or
  (iv)  sent by
electronic mail,
  directed
to each director at that director’s address, telephone number, facsimile number
or electronic mail address, as the case may be, as shown on the corporation’s
records.
  If the
notice is (i) delivered personally by hand, by courier or by telephone, (ii)
sent by facsimile or (iii) sent by electronic mail, it shall be delivered
or sent at least 24 hours before the time of the holding of the
meeting.  If the notice is sent by United States mail, it shall be
deposited in the United States mail at least four  days before the
time of the holding of the meeting.  Any oral notice may be
communicated to the director.  The notice need not specify the place
of the meeting (if the meeting is to be held at the corporation’s principal
executive office) nor the purpose of the meeting.
  3.8  QUORUM .
  At all
meetings of the Board, a majority of the authorized number of directors shall
constitute a quorum for the transaction of business.  The vote of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board, except as may be otherwise specifically provided
by statute, the certificate of incorporation or these bylaws.  If a
quorum is not present at any meeting of the Board, then the directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present.
  8
  A meeting
at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is approved by
at least a majority of the required quorum for that meeting.
  3.9  BOARD
ACTION BY WRITTEN CONSENT WITHOUT A MEETING .
  Unless
otherwise restricted by the certificate of incorporation or these bylaws, any
action required or permitted to be taken at any meeting of the Board, or of any
committee thereof, may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing or by electronic
transmission and the writing or writings or electronic transmission or
transmissions are filed with the minutes of proceedings of the Board or
committee.  Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form.
  3.10  FEES AND
COMPENSATION OF DIRECTORS .
  Unless
otherwise restricted by the certificate of incorporation or these bylaws, the
Board shall have the authority to fix the compensation of
directors.
  3.11  REMOVAL
OF DIRECTORS .
  Any
director may be removed from office by the stockholders of the corporation only
for cause.
  No
reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of such director’s term of
office.
  ARTICLE
IV - COMMITTEES
  4.1  COMMITTEES
OF DIRECTORS .
  The Board
may, by resolution passed by a majority of the authorized number of directors,
designate one or more committees, each committee to consist of one or more of
the directors of the corporation.  The Board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.  In the absence
or disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously appoint another member of
the Board to act at the meeting in the place of any such absent or disqualified
member.  Any such committee, to the extent provided in the resolution
of the Board or in these bylaws, shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers that may require it; but no such committee shall have the power or
authority to (i) approve or adopt, or recommend to the stockholders, any
action or matter expressly required by the DGCL to be submitted to stockholders
for approval, or (ii) adopt, amend or repeal any bylaw of the
corporation,
  9
  4.2  COMMITTEE
MINUTES .
  Each
committee shall keep regular minutes of its meetings and report the same to the
Board when required.
  4.3  MEETINGS
AND ACTION OF COMMITTEES .
  Meetings
and actions of committees shall be governed by, and held and taken in accordance
with, the provisions of:
  (i)  Section 3.5 (place of meetings
and meetings by telephone);
  (ii)  Section 3.6 (regular
meetings);
  (iii)  Section 3.7 (special meetings
and notice);
  (iv)  Section 3.8
(quorum);
  (v)  Section
7.12 (waiver of
notice); and
  (vi)  Section 3.9 (action without a
meeting)
  with such
changes in the context of those bylaws as are necessary to substitute the
committee and its members for the Board and its members.   However:
  (i)  the time
of regular meetings of committees may be determined either by resolution of the
Board or by resolution of the committee;
  (ii)  special
meetings of committees may also be called by resolution of the Board;
and
  (iii)  notice of
special meetings of committees shall also be given to all alternate members, who
shall have the right to attend all meetings of the committee.  The
Board may adopt rules for the government of any committee not inconsistent with
the provisions of these bylaws.
  ARTICLE
V - OFFICERS
  5.1  OFFICERS .
  The
officers of the corporation shall be a president and a secretary.  The
corporation may also have, at the discretion of the Board, a chairperson of the
Board, a vice chairperson of the Board, a chief executive officer, a chief
financial officer or treasurer, one or more vice presidents, one or more
assistant vice presidents, one or more assistant treasurers, one or more
assistant secretaries, and any such other officers as may be appointed in
accordance with the provisions of these bylaws.  Any number of offices
may be held by the same person.
  10
  5.2  APPOINTMENT
OF OFFICERS .
  The Board
shall appoint the officers of the corporation, except such officers as may be
appointed in accordance with the provisions of Sections 5.3 and 5.5 of these bylaws,
subject to the rights, if any, of an officer under any contract of
employment.
  5.3  SUBORDINATE
OFFICERS .
  The Board
may appoint, or empower the chief executive officer or, in the absence of a
chief executive officer, the president, to appoint, such other officers and
agents as the business of the corporation may require.  Each of such
officers and agents shall hold office for such period, have such authority, and
perform such duties as are provided in these bylaws or as the Board may from
time to time determine.
  5.4  REMOVAL
AND RESIGNATION OF OFFICERS .
  Subject
to the rights, if any, of an officer under any contract of employment, any
officer may be removed, either with or without cause, by an affirmative vote of
the majority of the Board at any regular or special meeting of the Board or,
except in the case of an officer chosen by the Board, by any officer upon whom
such power of removal may be conferred by the Board.
  Any
officer may resign at any time by giving written notice to the
corporation.  Any resignation shall take effect at the date of the
receipt of that notice or at any later time specified in that
notice.  Unless otherwise specified in the notice of resignation, the
acceptance of the resignation shall not be necessary to make it effective. Any
resignation is without prejudice to the rights, if any, of the corporation under
any contract to which the officer is a party.
  5.5  VACANCIES
IN OFFICES .
  Any
vacancy occurring in any office of the corporation shall be filled by the Board
or as provided in Section 5.2.
  5.6  REPRESENTATION
OF SHARES OF OTHER CORPORATIONS .
  The
chairperson of the Board, the president, any vice president, the treasurer, the
secretary or assistant secretary of this corporation, or any other person
authorized by the Board or the president or a vice president, is authorized to
vote, represent, and exercise on behalf of this corporation all rights incident
to any and all shares of any other corporation or corporations standing in the
name of this corporation.  The authority granted herein may be
exercised either by such person directly or by any other person authorized to do
so by proxy or power of attorney duly executed by such person having the
authority.
  5.7  AUTHORITY
AND DUTIES OF OFFICERS .
  All
officers of the corporation shall respectively have such authority and perform
such duties in the management of the business of the corporation as may be
designated from time to time by the Board or the stockholders and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board.
  11
  ARTICLE
VI - RECORDS AND REPORTS
  6.1  MAINTENANCE
AND INSPECTION OF RECORDS .
  The
corporation shall, either at its principal executive office or at such place or
places as designated by the Board, keep a record of its stockholders listing
their names and addresses and the number and class of shares held by each
stockholder, a copy of these bylaws as amended to date, accounting books, and
other records.
  Any
stockholder of record, in person or by attorney or other agent, shall, upon
written demand under oath stating the purpose thereof, have the right during the
usual hours for business to inspect for any proper purpose the corporation’s
stock ledger, a list of its stockholders, and its other books and records and to
make copies or extracts therefrom.  A proper purpose shall mean a
purpose reasonably related to such person’s interest as a
stockholder.  In every instance where an attorney or other agent is
the person who seeks the right to inspection, the demand under oath shall be
accompanied by a power of attorney or such other writing that authorizes the
attorney or other agent so to act on behalf of the stockholder.  The
demand under oath shall be directed to the corporation at its registered office
in Delaware or at its principal executive office.
  6.2  INSPECTION
BY DIRECTORS .
  Any
director shall have the right to examine the corporation’s stock ledger, a list
of its stockholders, and its other books and records for a purpose reasonably
related to his or her position as a director.  The Court of Chancery
is hereby vested with the exclusive jurisdiction to determine whether a director
is entitled to the inspection sought.  The Court may summarily order
the corporation to permit the director to inspect any and all books and records,
the stock ledger, and the stock list and to make copies or extracts
therefrom.  The Court may, in its discretion, prescribe any
limitations or conditions with reference to the inspection, or award such other
and further relief as the Court may deem just and proper.
  ARTICLE
VII - GENERAL MATTERS
  7.1  EXECUTION
OF CORPORATE CONTRACTS AND INSTRUMENTS .
  The
Board, except as otherwise provided in these bylaws, may authorize any officer
or officers, or agent or agents, to enter into any contract or execute any
instrument in the name of and on behalf of the corporation; such authority may
be general or confined to specific instances.  Unless so authorized or
ratified by the Board or within the agency power of an officer, no officer,
agent or employee shall have any power or authority to bind the corporation by
any contract or engagement or to pledge its credit or to render it liable for
any purpose or for any amount.
  7.2  STOCK
CERTIFICATES; PARTLY PAID SHARES .
  The
shares of the corporation shall be represented by certificates, provided that
the Board may provide by resolution or resolutions that some or all of any or
all classes or series of its stock shall be uncertificated
shares.  Any such resolution shall not apply to shares represented by
a certificate until such certificate is surrendered to the
corporation.  Notwithstanding the adoption of such a resolution by the
Board, every holder of stock represented by certificates and upon request every
holder of uncertificated shares shall be entitled to have a certificate signed
by, or in the name of the corporation by the chairperson or vice-chairperson of
the Board, or the president or vice-president, and by the treasureror an assistant
treasurer, or the secretary or an assistant secretary of such corporation
representing the number of shares registered in certificate form.  Any
or all of the signatures on the certificate may be a facsimile.  In
case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been 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 he were such officer, transfer
agent or registrar at the date of issue.
  12
  The
corporation may issue the whole or any part of its shares as partly paid and
subject to call for the remainder of the consideration to be paid
therefor.  Upon the face or back of each stock certificate issued to
represent any such partly paid shares, upon the books and records of the
corporation in the case of uncertificated partly paid shares, the total amount
of the consideration to be paid therefor and the amount paid thereon shall be
stated.  Upon the declaration of any dividend on fully paid shares,
the corporation shall declare a dividend upon partly paid shares of the same
class, but only upon the basis of the percentage of the consideration actually
paid thereon.
  7.3  SPECIAL
DESIGNATION ON CERTIFICATES .
  If the
corporation is authorized to issue more than one class of stock or more than one
series of any class, then the powers, the designations, the preferences, and the
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate that the corporation shall issue to represent such
class or series of stock; provided, however, that,
except as otherwise provided in Section 202 of the DGCL, in lieu of the
foregoing requirements there may be set forth on the face or back of the
certificate that the corporation shall issue to represent such class or series
of stock a statement that the corporation will furnish without charge to each
stockholder who so requests the powers, the designations, the preferences, and
the relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.
  7.4  LOST
CERTIFICATES .
  Except as
provided in this Section 7.5, no new
certificates for shares shall be issued to replace a previously issued
certificate unless the latter is surrendered to the corporation and cancelled at
the same time.  The corporation may issue a new certificate of stock
or uncertificated shares in the place of any certificate theretofore issued by
it, alleged to have been lost, stolen or destroyed, and the corporation may
require the owner of the lost, stolen or destroyed certificate, or such owner’s
legal representative, to give the corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate or uncertificated shares.
  7.5  CONSTRUCTION;
DEFINITIONS .
  Unless
the context requires otherwise, the general provisions, rules of construction,
and definitions in the DGCL shall govern the construction of these
bylaws.  Without limiting the generality of this provision, the
singular number includes the plural, the plural number includes the singular,
and the term “person” includes both a corporation and a natural
person.
  13
  7.6  DIVIDENDS .
  The
Board, subject to any restrictions contained in either (i) the DGCL, or
(ii) the certificate of incorporation, may declare and pay dividends upon
the shares of its capital stock.  Dividends may be paid in cash, in
property, or in shares of the corporation’s capital stock.
  The Board
may set apart out of any of the funds of the corporation available for dividends
a reserve or reserves for any proper purpose and may abolish any such reserve.
Such purposes shall include but not be limited to equalizing dividends,
repairing or maintaining any property of the corporation, and meeting
contingencies.
  7.7  FISCAL
YEAR .
  The
fiscal year of the corporation shall be fixed by resolution of the Board and may
be changed by the Board.
  7.8  SEAL .
  The
corporation may adopt a corporate seal, which shall be adopted and which may be
altered by the Board.  The corporation may use the corporate seal by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.
  7.9  TRANSFER
OF STOCK .
  Upon
surrender to the corporation or the transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignation or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate, and record the transaction in its books.
  7.10  STOCK
TRANSFER AGREEMENTS .
  The
corporation shall have power to enter into and perform any agreement with any
number of stockholders of any one or more classes of stock of the corporation to
restrict the transfer of shares of stock of the corporation of any one or more
classes owned by such stockholders in any manner not prohibited by the
DGCL.
  7.11  REGISTERED
STOCKHOLDERS .
  The
corporation:
  (i)  shall
be entitled to recognize the exclusive right of a person registered on its books
as the owner of shares to receive dividends and to vote as such
owner;
  (ii)  shall be
entitled to hold liable for calls and assessments the person registered on its
books as the owner of shares; and
  (iii)  shall not
be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of another person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of
Delaware.
  14
  7.12  WAIVER OF
NOTICE .
  Whenever
notice is required to be given under any provision of the DGCL, the certificate
of incorporation or these bylaws, a written waiver, signed by the person
entitled to notice, or a waiver by electronic transmission by the person
entitled to notice, whether before or after the time of the event for which
notice is to be given, shall be deemed equivalent to
notice.  Attendance of a person at a meeting shall constitute a waiver
of notice of such meeting, except when the person attends a meeting for the
express purpose of objecting at the beginning of the meeting, to the transaction
of any business because the meeting is not lawfully called or
convened.  Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the stockholders need be specified in any
written waiver of notice or any waiver by electronic transmission unless so
required by the certificate of incorporation or these bylaws.
  ARTICLE
VIII - NOTICE BY ELECTRONIC TRANSMISSION
  8.1  NOTICE BY
ELECTRONIC TRANSMISSION .
  Without
limiting the manner by which notice otherwise may be given effectively to
stockholders pursuant to the DGCL, the certificate of incorporation or these
bylaws, any notice to stockholders given by the corporation under any provision
of the DGCL, the certificate of incorporation or these bylaws shall be effective
if given by a form of electronic transmission consented to by the stockholder to
whom the notice is given.  Any such consent shall be revocable by the
stockholder by written notice to the corporation.  Any such consent
shall be deemed revoked if:
  (i)  the
corporation is unable to deliver by electronic transmission two consecutive
notices given by the corporation in accordance with such consent;
and
  (ii)  such
inability becomes known to the secretary or an assistant secretary of the
corporation or to the transfer agent, or other person responsible for the giving
of notice.
  However,
the inadvertent failure to treat such inability as a revocation shall not
invalidate any meeting or other action.
  Any
notice given pursuant to the preceding paragraph shall be deemed
given:
  (i)
              if
      by facsimile telecommunication, when directed to a number at which the
      stockholder has consented to receive
notice;
  (ii)
              if
      by electronic mail, when directed to an electronic mail address at which
      the stockholder has consented to receive
notice;
  (iii)
              if
      by a posting on an electronic network together with separate notice to the
      stockholder of such specific posting, upon the later of (A) such
      posting and (B) the giving of such separate notice;
    and
  (iv)
              if
      by any other form of electronic transmission, when directed to the
      stockholder.
  15
  An
affidavit of the secretary or an assistant secretary or of the transfer agent or
other agent of the corporation that the notice has been given by a form of
electronic transmission shall, in the absence of fraud, be prima facie evidence
of the facts stated therein.
  8.2  DEFINITION
OF ELECTRONIC TRANSMISSION .
  An
“electronic transmission” means any form of communication, not directly
involving the physical transmission of paper, that creates a record that may be
retained, retrieved, and reviewed by a recipient thereof, and that may be
directly reproduced in paper form by such a recipient through an automated
process.
  8.3  INAPPLICABILITY .
  Notice by
a form of electronic transmission shall not apply to Sections 164, 296, 311, 312 or 324 of the
DGCL.
  ARTICLE
IX - INDEMNIFICATION
  9.1  INDEMNIFICATION
OF DIRECTORS AND OFFICERS
  Each
person who was or is a party or is threatened to be made a party to or is
involved (as a party, witness, or otherwise), in any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative (hereinafter a "PROCEEDING"), by reason of the fact that
he/she, or a person of whom he/she is the legal representative, is or was a
director or officer of the corporation or is or was serving at the request of
the corporation as a director or officer of another corporation or of a
partnership, joint venture, trust, or other enterprise, including service with
respect to employee benefit plans, whether the basis of the Proceeding is
alleged action in an official capacity as a director or officer or in any other
capacity while serving as a director or officer (hereafter an "AGENT"), shall be
indemnified and held harmless by the corporation to the fullest extent
authorized by the DGCL, as the same exists or may hereafter be amended or
interpreted (but, in the case of any such amendment or interpretation, only to
the extent that such amendment or interpretation permits the corporation to
provide broader indemnification rights than were permitted prior thereto)
against all expenses, liability, and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties, and amounts paid or to be paid in
settlement, and any interest, assessments, or other charges imposed thereon, and
any federal, state, local, or foreign taxes imposed on any Agent as a result of
the actual or deemed receipt of any payments under this Article) reasonably
incurred or suffered by such person in connection with investigating, defending,
being a witness in, or participating in (including on appeal), or preparing for
any of the foregoing in, any Proceeding (hereinafter "EXPENSES"); provided,
however, that except as to actions to enforce indemnification rights pursuant to
Section 9.4 of this Article, the corporation shall indemnify any Agent seeking
indemnification in connection with a Proceeding (or part thereof) initiated by
such person only if the Proceeding (or part thereof) was authorized by the Board
of the corporation. The right to indemnification conferred in this Article shall
be a contract between the corporation and each Agent who serves in such capacity
at any time while this bylaw is in effect, and any repeal or modification
thereof shall not affect any rights or obligations then existing with respect to
any state of facts then or theretofore existing or any Proceeding theretofore or
thereafter brought based in whole or in part upon any such state of
facts.
  16
  The Board
in its discretion shall have the power on behalf of the corporation to indemnify
any person made a party to any Proceeding, by reason of the fact that he/she,
his/her testator or intestate, is or was a director, officer, employee or agent
of the corporation.
  To assure
indemnification under this Article of all Agents who are determined by the
corporation or otherwise to be or to have been "fiduciaries" of any employee
benefit plan of the corporation which may exist from time to time, Section 145
of the DGCL shall, for the purposes of this Section 9.1, be interpreted as
follows: an "other enterprise" shall be deemed to include such an employee
benefit plan, including without limitation, any plan of the corporation which is
governed by the Act of Congress entitled "Employee Retirement Income Security
Act of 1974," as amended from time to time; the corporation shall be deemed to
have requested a person to serve on an employee benefit plan where the
performance by such person of his/her duties to the corporation also imposes
duties on, or otherwise involves services by, such person to the plan or
participants or beneficiaries of the plan; excise taxes assessed on a person
with respect to an employee benefit plan pursuant to such Act of Congress shall
be deemed "fines."
  9.2  AUTHORITY
TO ADVANCE EXPENSES
  Expenses
incurred by an officer or director (acting in his capacity as such) in defending
a Proceeding shall be paid by the corporation in advance of the final
disposition of such Proceeding, provided, that a conviction or plea of nolo
contendere or its equivalent shall be considered a final disposition; provided,
further, that if required by the DGCL, as amended, such Expenses shall be
advanced only upon delivery to the corporation of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the corporation
as authorized in this Article or otherwise. In the event that such expenses
incurred by other agents of the corporation (or by the directors or officers not
acting in their capacity as such, including service with respect to employee
benefit plans) may be advanced upon such terms and conditions as the Board deems
appropriate. Any obligation to reimburse the corporation for Expense advances
shall be unsecured and no interest shall be charged thereon. Notwithstanding the
foregoing, the corporation shall not be required to advance such expenses to an
Agent who is a party to a Proceeding brought by the corporation and approved by
a majority of the Board of the corporation then in office which alleges willful
misappropriation of corporate assets by such Agent, disclosure of confidential
information in violation of such Agent's fiduciary or contractual obligations to
the corporation or any other willful and deliberate breach in bad faith of such
Agent's duty to the corporation or its stockholders, whether such Agent pleads
to such actions or not.
  9.3  PROCEDURE
  To obtain
indemnification under this Article, a claimant shall submit to the corporation a
written request, including therein or therewith such documentation and
information as is reasonably available to the claimant and is reasonably
necessary to determine whether and to what extent the claimant is entitled to
indemnification. Upon written request by a claimant for indemnification pursuant
to the preceding sentence, a determination, if required by applicable law, with
respect to the claimant's entitlement thereto shall be made as follows: (1) if
requested by the claimant, by Independent Legal Counsel (as hereinafter
defined), or (2) if no request is made by the claimant for a determination by
Independent Legal Counsel, (i) by the Board by a majority vote of a quorum
consisting of Disinterested Directors (as hereinafter defined), or (ii) if a
quorum of the Board consisting of Disinterested Directors is not obtainable or,
even if obtainable, such quorum of Disinterested Directors so directs, by
Independent Legal Counsel in a written opinion to the Board, a copy of which
shall be delivered to the claimant, or (iii) if a quorum of Disinterested
Directors so directs, by the stockholders of the corporation. In the event the
determination of entitlement to indemnification is to be made by Independent
Legal Counsel at the request of the claimant, the Independent Legal Counsel
shall be selected by the Board unless there shall have occurred within two years
prior to the date of the commencement of the Proceeding for which
indemnification is claimed a "Change of Control" (as hereinafter defined), in
which case the Independent Legal Counsel shall be selected by the claimant
unless the claimant shall request that such selection be made by the Board. If
it is so determined that the claimant is entitled to indemnification, payment to
the claimant shall be made within ten (10) days after such
determination.
  17
  9.4  RIGHT OF
CLAIMANT TO BRING SUIT
  If a
claim under Section 9.1 or 9.2 of this Article is not paid in full by the
corporation within thirty (30) days after a written claim has been received by
the corporation, the claimant may at any time within the year following the
thirty (30) days of notice, bring suit in any court in the State of California
or the State of Delaware against the corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense (including attorneys' fees) of prosecuting such
claim. It shall be a defense to any such action that the claimant has not met
the standards of conduct that make it permissible under the DGCL for the
corporation to indemnify the claimant for the amount claimed. The burden of
proving such a defense shall be on the corporation. Neither the failure of the
corporation (including its Board, Independent Legal Counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper under the circumstances
because he has met the applicable standard of conduct set forth in the DGCL, nor
an actual determination by the corporation (including its Board, Independent
Legal Counsel, or its stockholders) that the claimant had not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that claimant has not met the applicable standard of
conduct.
  If
a determination shall have been made pursuant to Section 9.3 that the claimant
is entitled to indemnification, the corporation shall be bound by such
determination in any judicial proceeding commenced pursuant to this section. The
corporation shall be precluded from asserting in any judicial proceeding
commenced pursuant this section that the procedures and presumptions of Section
9.3 are not valid, binding and enforceable and shall stipulate in such
proceeding that the corporation is bound by all such procedures and
presumptions.
  9.5  PROVISIONS
NONEXCLUSIVE
  The
rights conferred on any person by this Article shall not be exclusive of any
other rights that such person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, agreement, vote of stockholders
or disinterested directors, or otherwise, both as to action in an official
capacity and as to action in another capacity while holding such
office.
  9.6  SEVERABILITY
  If any
provision or provisions of this Article shall be held to be invalid, illegal or
unenforceable for any reason whatsoever: (1) the validity, legality and
enforceability of the remaining provisions of this bylaw (including, without
limitation, each portion of any paragraph of this Article containing any such
provision held to be invalid, illegal or  unenforceable, that is not
itself held to be invalid, illegal or unenforceable) shall not in any way be
affected or impaired thereby; and (2) to the fullest extent possible, the
provisions of this Article (including, without limitation, each such portion of
any paragraph of this Article containing any such provision held to be invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.
  18
  9.7  AUTHORITY
TO INSURE
  The
corporation may purchase and maintain insurance to protect itself and any Agent
against any Expense, whether or not the corporation would have the power to
indemnify the Agent against such Expense under applicable law or the provisions
of this Article.
  9.8           SURVIVAL
OF RIGHTS.
  The
rights provided by this Article shall continue as to a person who has ceased to
be an Agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
  9.9           SETTLEMENT
OF CLAIMS.
  The
corporation shall not be liable to indemnify any Agent under this Article (a)
for any amounts paid in settlement of any action or claim effected without the
corporation's written consent, which consent shall not be unreasonably withheld;
or (b) for any judicial award if the corporation was not given a reasonable and
timely opportunity, at its expense, to participate in the defense of such
action.
  9.10           EFFECT
OF AMENDMENT.
  Any
amendment, repeal, or modification of this Article shall not adversely affect
any right or protection of any Agent existing at the time of such amendment,
repeal, or modification.
  9.11     SUBROGATION.
  In the
event of payment under this Article, the corporation shall be subrogated to the
extent of such payment to all of the rights of recovery of the Agent, who shall
execute all papers required and shall do everything that may be necessary to
secure such rights, including the execution of such documents necessary to
enable the corporation effectively to bring suit to enforce such
rights.
  9.12     NO
DUPLICATION OF PAYMENTS.
  The
corporation shall not be liable under this Article to make any payment in
connection with any claim made against the Agent to the extent the Agent has
otherwise actually received payment (under any insurance policy, agreement,
vote, or otherwise) of the amounts otherwise indemnifiable
hereunder.
  9.13     NOTICE.
  Any
notice, request or other communication required or permitted to be given to the
corporation under this Article shall be in writing and either delivered in
person or sent by telecopy, telex, telegram, overnight mail or courier service,
or certified or registered mail, postage prepaid, return receipt requested, to
the Secretary of the corporation and shall be effective only upon receipt by the
Secretary.
  9.14     CHANGE
OF CONTROL.
  For
purposes of this Article IX, a "Change in Control" shall mean:
  19
  (1)      The
acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the 1934 Act (a "PERSON") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the 1934 Act) of 30% or more
of either (a) the then outstanding shares of common stock of the corporation
(the "OUTSTANDING CORPORATION COMMON STOCK") or (b) the combined voting power of
the then outstanding voting securities of the corporation entitled to vote
generally in the election of directors (the "OUTSTANDING CORPORATION VOTING
SECURITIES"); provided, however, that for purposes of this part (1), the
following acquisitions shall not constitute a Change of Control: (a) any
acquisition directly from the corporation or any acquisition from other
stockholders where (i) such acquisition was approved in advance by the Board of
the corporation and (ii) such acquisition would not constitute a change of
control under part (3) of this definition, (b) any acquisition by the
corporation, (c) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the corporation or any corporation controlled by the
corporation or (d) any acquisition by any corporation pursuant to a transaction
which complies with clauses (a), (b) and (c) of part (3) of this definition;
or
  (2)      Individuals
who, as of the date hereof, constitute the Board (the "INCUMBENT BOARD") cease
for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the stockholders, was approved by
a vote of at least two thirds (2/3) of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; or
  (3)      Consummation
of a reorganization, merger or consolidation or sale or other disposition of all
or substantially all of the assets of the corporation (a "BUSINESS
COMBINATION"), in each case, unless, following such Business Combination, (a)
all or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Corporation Common Stock and
Outstanding Corporation Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 80% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the corporation or all or
substantially all of the corporation's assets either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Corporation
Common Stock and Outstanding Corporation Voting Securities, as the case may be,
and (b) at least a majority of the members of the Board of the corporation
resulting from such Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination; or
  (4)      Approval
by the stockholders of a complete liquidation or dissolution of the
corporation.
  9.15     CERTAIN
OTHER DEFINITIONS.
  For
purposes of this Article IX:
  "DISINTERESTED
DIRECTOR" means a director of the corporation who is not and was not a party to
the matter in respect of which indemnification is sought by the
claimant.
  20
  "INDEPENDENT
LEGAL COUNSEL" means a law firm, a member of a law firm, or an independent
practitioner, that is experienced in matters of corporation law and shall
include any person who, under the applicable standards of professional conduct
then prevailing, would not have a conflict of interest in representing either
the corporation or the claimant in an action to determine the claimant's rights
under this Article.
  ARTICLE
X - AMENDMENTS
  These
bylaws may be adopted, amended or repealed by the stockholders entitled to vote;
provided however, the corporation may, in its certificate of incorporation,
confer the power to adopt, amend or repeal bylaws upon the
directors.  The fact that such power has been so conferred upon the
directors shall not divest the stockholders of the power, nor limit their power
to adopt, amend or repeal bylaws.
 
 21
  INNOVATIVE
CARD TECHNOLOGIES, INC.
  CERTIFICATE
OF AMENDMENT OF BYLAWS
 
  The
undersigned hereby certifies that he is the duly elected, qualified, and acting
Secretary of Innovative Card Technologies, Inc., a Delaware corporation and that
the foregoing bylaws, comprising 23 pages, were amended and restated on May 5,
2005 by the corporation’s board of directors.
  IN
WITNESS WHEREOF, the undersigned has hereunto set his hand this 5th day of May,
2005.
 Alan
      FinkelsteinSecretary