Exhibit 3.3  AMENDED
AND RESTATED  BYLAWS  OF  DIGIMARC
CORPORATION  A
DELAWARE CORPORATION  AMENDED
AS OF DECEMBER 11, 2003     TABLE OF CONTENTS  ARTICLE I Offices
  1Section 1.1 Registered
  Office
  1Section 1.2 Other Offices
  1ARTICLE II Stockholders Meetings
  1Section 2.1 Place of
  Meetings
  1Section 2.2 Annual
  Meetings
  1Section 2.3 Special Meetings
  2Section 2.4 Notice of
  Meetings
  2Section 2.5 Quorum and
  Voting
  2Section 2.6 Voting Rights
  3Section
  2.7 Voting Procedures and Inspectors of Elections
  4Section 2.8 List of
  Stockholders
  5Section
  2.9 Stockholder Proposals at Annual Meetings
  5Section
  2.10 Nominations of Persons for Election to the Board of Directors
  6Section 2.11
  Action Without Meeting
  7ARTICLE III Directors
  7Section 3.1
  Number and Term of Office
  7Section
  3.2 Powers
  8Section
  3.3 Vacancies
  8Section 3.4
  Resignations and Removals
  8Section
  3.5 Meetings
  9Section 3.6 Quorum and
  Voting
  9Section 3.7
  Action Without Meeting
  10Section 3.8 Fees
  and Compensation
  10Section
  3.9 Committees
  10ARTICLE IV Officers
  11Section 4.1 Officers
  Designated
  11Section
  4.2 Tenure and Duties of Officers
  12   
    ARTICLE V Execution of Corporate Instruments,
  and Voting of Securities Owned by the Corporation
  13Section
  5.1 Execution of Corporate Instruments
  13Section
  5.2 Voting of Securities Owned by Corporation
  13ARTICLE VI Shares of Stock
  14Section
  6.1 Form and Execution of Certificates
  14Section 6.2 Lost
  Certificates
  14Section
  6.3 Transfers
  14Section 6.4 Fixing
  Record Dates
  15Section 6.5
  Registered Stockholders
  15ARTICLE VII Other Securities of the
  Corporation
  16ARTICLE VIII Corporate Seal
  16ARTICLE IX Indemnification of Officers,
  Directors, Employees and  Agents
  16Section 9.1
  Right to Indemnification
  16Section
  9.2 Authority to Advance Expenses
  17Section
  9.3 Right of Claimant to Bring Suit
  17Section 9.4
  Provisions Nonexclusive
  18Section 9.5
  Authority to Insure
  18Section 9.6 Survival
  of Rights
  18Section 9.7
  Settlement of Claims
  18Section 9.8 Effect
  of Amendment
  18Section 9.9 Subrogation
  18Section 9.10
  No Duplication of Payments
  19ARTICLE X Notices
  19ARTICLE XI Amendments
  20   
     AMENDED AND RESTATED  BYLAWS  OF  DIGIMARC CORPORATION (as of December 11, 2003)  ARTICLE
I  OFFICES  SECTION 1.1  
REGISTERED OFFICE.  The registered office
of the corporation in the State of Delaware shall be in the City of Wilmington,
County of New Castle.  SECTION 1.2   OTHER OFFICES.  The corporation shall
also have and maintain an office or principal place of business at One Center
Pointe Drive, Suite 500, Lake Oswego, Oregon 97035-8615, and may also have
offices at such other places, both within and without the State of Delaware as
the Board of Directors may from time to time determine or the business of the
corporation may require.  ARTICLE II  STOCKHOLDERS MEETINGS  SECTION 2.1  
PLACE OF MEETINGS.  Meetings of the
stockholders of the corporation shall be held at such place, either within or
without the State of Delaware, as may be designated from time to time by the
Board of Directors, or, if not so designated, then at the office of the
corporation required to be maintained pursuant to Section 1.2 of Article I
hereof.  SECTION 2.2  
ANNUAL MEETINGS.  The annual meetings of
the stockholders of the corporation, commencing with the year 2000, for the
purpose of election of directors and for such other business as may lawfully
come before it, shall be held on such date and at such time as may be
designated from time to time by the Board of Directors, or, if not so designated,
then at 10 a.m. on March 1 in each year if not a legal holiday, and, if a legal
holiday, at the same hour and place on the next succeeding day not a holiday.   1 
    SECTION 2.3  
SPECIAL MEETINGS.  Special Meetings of the stockholders of the corporation may
be called, for any purpose or purposes, by the President, the Secretary, or by
the Board of Directors at any time.  SECTION 2.4  
NOTICE OF MEETINGS.  (a) Except as otherwise
provided by law or the Certificate of Incorporation, written notice of each
meeting of stockholders, specifying the place, date and hour and purpose or
purposes of the meeting, shall be given not less than ten (10) nor more than
sixty (60) days before the date of the meeting to each stockholder entitled to
vote thereat, directed to his address as it appears upon the books of the
corporation; except that where the matter to be acted on is a merger or
consolidation of the Corporation or a sale, lease or exchange of all or
substantially all of its assets, such notice shall be given not less than
twenty (20) nor more than sixty (60) days prior to such meeting.  (b) If at any meeting
action is proposed to be taken which, if taken, would entitle shareholders fulfilling
the requirements of section 262(d) of the Delaware General Corporation Law to
an appraisal of the fair value of their shares, the notice of such meeting
shall contain a statement of that purpose and to that effect and shall be
accompanied by a copy of that statutory section.  (c) When a meeting is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken unless the adjournment is for more than thirty days, or
unless after the adjournment a new record date is fixed for the adjourned
meeting, in which event a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.  (d) Notice of the time, place and purpose of any meeting of
stockholders may be waived in writing, either before or after such meeting, and
to the extent permitted by law, will be waived by any stockholder by his
attendance thereat, in person or by proxy. Any stockholder so waiving notice of
such meeting shall be bound by the proceedings of any such meeting in all
respects as if due notice thereof had been given.  (e) Unless and until
voted, every proxy shall be revocable at the pleasure of the person who
executed it or of his legal representatives or assigns, except in those cases
where an irrevocable proxy permitted by statute has been given.  SECTION 2.5  
QUORUM AND VOTING.  (a) At all meetings of
stockholders, except where otherwise provided by law, the Certificate of
Incorporation, or these Bylaws, the presence, in person or by proxy duly
authorized, of the holders of a majority of the outstanding shares of stock
entitled to vote shall constitute a quorum for the transaction of business.
Shares, the voting of which at said meeting have been enjoined, or which for
any reason cannot be lawfully voted at such meeting, shall not be counted to
determine a quorum at said meeting. In the absence of a quorum, any meeting of
stockholders may be adjourned, from time to time, by vote of the holders of a
majority of the shares represented thereat, but no other business shall be
transacted at such meeting. At such   2 
    adjourned meeting at which a quorum is present or represented any
business may be transacted which might have been transacted at the original
meeting. The stockholders present at a duly called or convened meeting, at
which a quorum is present, may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.  (b) Except as otherwise
provided by law, the Certificate of Incorporation or these Bylaws, all action
taken by the holders of a majority of the voting power represented at any
meeting at which a quorum is present shall be valid and binding upon the
corporation.  (c) Where a separate
vote by a class or classes is required, a majority of the outstanding shares of
such class or classes, present in person or represented by proxy, shall
constitute a quorum entitled to take action with respect to that vote on that
matter and the affirmative vote of the majority of shares of such class or
classes present in person or represented by proxy at the meeting shall be the
act of such class.  SECTION 2.6   VOTING RIGHTS.  (a) Except as otherwise
provided by law, only persons in whose names shares entitled to vote stand on
the stock records of the corporation on the record date for determining the stockholders
entitled to vote at said meeting shall be entitled to vote at such meeting.
Shares standing in the names of two or more persons shall be voted or
represented in accordance with the determination of the majority of such
persons, or, if only one of such persons is present in person or represented by
proxy, such person shall have the right to vote such shares and such shares
shall be deemed to be represented for the purpose of determining a quorum.  (b) Every person
entitled to vote or execute consents shall have the right to do so either in
person or by an agent or agents authorized by a written proxy executed by such
person or his duly authorized agent, which proxy shall be filed with the
Secretary of the corporation at or before the meeting at which it is to be
used. Said proxy so appointed need not be a stockholder. No proxy shall be
voted on after three years from its date unless the proxy provides for a longer
period.  (c) Without limiting
the manner in which a stockholder may authorize another person or persons to
act for him as proxy pursuant to subsection (b) of this section, the following
shall constitute a valid means by which a stockholder may grant such authority:  (1) A
stockholder may execute a writing authorizing another person or persons to act
for him as proxy. Execution may be accomplished by the stockholder or his
authorized officer, director, employee or agent signing such writing or causing
his or her signature to be affixed to such writing by any reasonable means
including, but not limited to, by facsimile signature.  (2) A
stockholder may authorize another person or persons to act for him as proxy by
transmitting or authorizing the transmission of a telegram, cablegram, or other
means of electronic transmission to the person who will be the holder of the
proxy or to a proxy solicitation firm, proxy support service organization or
like agent duly authorized by the person who will be the holder of the proxy to
receive such transmission, provided that any such   3 
    telegram, cablegram or other means of electronic transmission must
either set forth or be submitted with information from which it can be
determined that the telegram, cablegram or other electronic transmission was
authorized by the stockholder. Such authorization can be established by the
signature of the stockholder on the proxy, either in writing or by a signature
stamp or facsimile signature, or by a number or symbol from which the identity
of the stockholder can be determined, or by any other procedure deemed
appropriate by the inspectors or other persons making the determination as to
due authorization.  (3) If it is
determined that such telegrams, cablegrams or other electronic transmissions
are valid, the inspectors or, if there are no inspectors, such other persons
making that determination shall specify the information upon which they relied.  (d) Any copy, facsimile
telecommunication or other reliable reproduction of the writing or transmission
created pursuant to subsection (c) of this section may be substituted or used
in lieu of the original writing or transmission for any and all purposes for
which the original writing or transmission could be used, provided that such
copy, facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.  SECTION 2.7  
VOTING PROCEDURES AND INSPECTORS OF ELECTIONS.  (a) The corporation
shall, in advance of any meeting of stockholders, appoint one or more
inspectors to act at the meeting and make a written report thereof. The
corporation may designate one or more persons as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate is able to
act at a meeting of stockholders, the person presiding at the meeting shall
appoint one or more inspectors to act at the meeting. Each inspector, before
entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his ability.  (b) The inspectors
shall (i) ascertain the number of shares outstanding and the voting power of
each, (ii) determine the shares represented at a meeting and the validity of
proxies and ballots, (iii) count all votes and ballots, (iv) determine and
retain for a reasonable period a record of the disposition of any challenges
made to any determination by the inspectors, and (v) certify their
determination of the number of shares represented at the meeting, and their
count of all votes and ballots. The inspectors may appoint or retain other
persons or entities to assist the inspectors in the performance of the duties
of the inspectors.  (c) The date and time
of the opening and the closing of the polls for each matter upon which the
stockholders will vote at a meeting shall be announced at the meeting. No
ballot, proxies or votes, nor any revocations thereof or changes thereto, shall
be accepted by the Inspectors after the closing of the polls unless the Court
of Chancery upon application by a stockholder shall determine otherwise.  (d) In determining the validity and counting of proxies and ballots,
the inspectors shall be limited to an examination of the proxies, any envelopes
submitted with those proxies, any information provided in accordance with
Section 212(c)(2) of the Delaware General Corporation Law, ballots and the
regular books and records of the corporation, except that the inspectors may
consider other reliable information for the limited purpose of reconciling
proxies and ballots   4 
    submitted by or on behalf of banks, brokers, their nominees or similar
persons which represent more votes than the holder of a proxy is authorized by
the record owner to cast or more votes than the stockholder holds of record. If
the inspectors consider other reliable information for the limited purpose
permitted herein, the inspectors at the time they make their certification
pursuant to subsection (b)(v) of this section shall specify the precise
information considered by them including the person or persons from whom they
obtained the information, when the information was obtained, the means by which
the information was obtained and the basis for the inspectors belief that such
information is accurate and reliable.  SECTION 2.8  
LIST OF STOCKHOLDERS.  The officer who has
charge of the stock ledger of the corporation shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at said meeting, arranged in alphabetical order,
showing the address of and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at
least ten days prior to the meeting, either at a place within the city where
the meeting is to be held and which place shall be specified in the notice of
the meeting, or, if not specified, at the place where said meeting is to be
held, and the list shall be produced and kept at the time and place of meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.  SECTION 2.9  
STOCKHOLDER PROPOSALS AT ANNUAL MEETINGS.  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 specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, otherwise
properly brought before the meeting by or at the direction of the Board of
Directors or otherwise properly brought before the meeting by a stockholder. In
addition to any other applicable requirements, 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 45 days
nor more than 75 days prior to the date on which the corporation first mailed
its proxy materials for the previous years annual meeting of shareholders (or
the date on which the corporation mails its proxy materials for the current
year if during the prior year the corporation did not hold an annual meeting or
if the date of the annual meeting was changed more than 30 days from the prior
year). A stockholders notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting (i) 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, (ii) the name and record
address of the stockholder proposing such business, (iii) the class and number
of shares of the corporation which are beneficially owned by the stockholder,
and (iv) any material interest of the stockholder in such business.  Notwithstanding
anything in the By-Laws to the contrary, no business shall be conducted at the
annual meeting except in accordance with the procedures set forth in this
Section 2.9,   5 
    provided, however, that nothing in this Section 2.9 shall be deemed to
preclude discussion by any stockholder of any business properly brought before
the annual meeting in accordance with said procedure.  The Chairman of an
annual meeting shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting in accordance
with the provisions of this Section 2.9, and if he should so determine he shall
so declare to the meeting, and any such business not properly brought before
the meeting shall not be transacted.  Nothing in this Section
2.9 shall affect the right of a stockholder to request inclusion of a proposal
in the corporations proxy statement to the extent that such right is provided
by an applicable rule of the Securities and Exchange Commission.  SECTION 2.10 NOMINATIONS OF PERSONS FOR ELECTION TO
THE BOARD OF DIRECTORS.  In addition to any
other applicable requirements, only persons who are nominated in accordance
with the following procedures 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, by any nominating committee or person appointed by the
Board of Directors or by any stockholder of the corporation entitled to vote
for the election of directors at the meeting who complies with the notice
procedures set forth in this Section 2.10. 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. 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 45 days nor more
than 75 days prior to the date on which the corporation first mailed its proxy
materials for the previous years annual meeting of shareholders (or the date
on which the corporation mails its proxy materials for the current year if
during the prior year the corporation did not hold an annual meeting or if the
date of the annual meeting was changed more than 30 days from the prior year).
Such stockholders notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or re-election as a director, (i)
the name, age, business address and residence address of the person, (ii) the
principal occupation or employment of the person, (iii) the class and number of
shares of the corporation which are beneficially owned by the person, and (iv)
any other information relating to the person that is required to be disclosed
in solicitations for proxies for election of directors pursuant to Rule 14a
under the Securities Exchange Act of 1934; and (b) as to the stockholder giving
the notice, (i) the name and record address of the stockholder, and (ii) the
class and number of shares of the corporation which are beneficially owned by
the stockholder. The corporation may require any proposed nominee to furnish
such other information as may reasonably be required by the corporation to
determine the eligibility of such proposed nominee to serve as a director of
the corporation. No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth
herein. These provisions shall not apply to nomination of any persons entitled
to be separately elected by holders of preferred stock.  The Chairman of the
meeting shall, if the facts warrant, determine and declare to the meeting that
a nomination was not made in accordance with the foregoing procedure, and if he   6 
    should so determine, he shall so declare to the meeting and the
defective nomination shall be disregarded.  SECTION 2.11 
ACTION WITHOUT MEETING.  Unless otherwise provided
in the Certificate of Incorporation, any action required by statute to be taken
at any annual or special meeting of stockholders of the corporation, or any
action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and without
a vote, if a consent or consents in writing, setting forth the action so taken,
are signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted. To
be effective, a written consent must be delivered to the corporation by
delivery to its registered office in Delaware, its principal place of business,
or an officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to a
corporations registered office shall be by hand or by certified or registered
mail, return receipt requested. Every written consent shall bear the date of
signature of each stockholder who signs the consent and no written consent
shall be effective to take the corporate action referred to therein unless,
within sixty days of the earliest dated consent delivered in the manner
required by this Section to the corporation, written consents signed by a
sufficient number of holders to take action are delivered to the corporation in
accordance with this Section. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to
those stockholders who have not consented in writing.  ARTICLE
III  DIRECTORS  SECTION 3.1  
NUMBER AND TERM OF OFFICE.  The number of directors
of the corporation shall not be less than five (5) nor more than eleven (11)
until changed by amendment of the Certificate of Incorporation or by a Bylaw
amending this Section 3.1 duly adopted by the Board of Directors. The exact
number of directors shall be fixed from time to time, within the limits
specified in the Certificate of Incorporation or in this Section 3.1, by a
bylaw or amendment thereof duly adopted by the vote of a majority of the shares
entitled to vote represented at a duly held meeting at which a quorum is present,
or by the written consent of the holders of a majority of the outstanding
shares entitled to vote, or by the Board of Directors. Subject to the foregoing
provisions for changing the number of directors, the number of directors of the
corporation has been fixed at nine (9).  The directors shall be
divided into three classes, designated Class I, Class II, and Class III, as
nearly equal in number as the then total number of directors permits. Class I
directors shall serve until the 2000 annual meeting, Class II directors shall
serve until the 2001 annual meeting and Class III directors shall serve until
the 2002 annual meeting. At each succeeding annual meeting of stockholders
beginning in 2000, successors to the class of directors whose terms expires at
that annual meeting shall be elected for a three-year term. If the number of
directors is changed, any increase or decrease shall be apportioned among the
classes so as to   7 
    maintain the number of directors in each class as nearly equal as
possible, and any additional directors of any class elected to fill a vacancy
resulting from an increase in such class shall hold office for a term that
shall coincide with the remaining term of that class, but in no case will a
decrease in the number of directors shorten the term of any incumbent director.
Notwithstanding the foregoing, whenever the holders of any one or more classes
or series of Preferred Stock issued by the Corporation shall have the right, voting
separately by class or series, to elect directors at an annual or special
meeting of stockholders, the election, term of office, filling of vacancies and
other features of such directorships shall be governed by the terms of these
Bylaws applicable thereto, and such directors so elected shall not be divided
into classes pursuant to this Section 3.1 unless expressly provided by such
terms.  Any amendment, change
or repeal of this Section 3.1, or any other amendment to these Bylaws that will
have the effect of permitting circumvention of or modifying this Section 3.1,
shall require the favorable vote, at a stockholders meeting, of the holders of
at least 80% of the then-outstanding shares of stock of the Corporation
entitled to vote.  With the exception of
the first Board of Directors, which shall be elected by the incorporators, and
except as provided in Section 3.3 of this Article III, the directors shall be
elected by a plurality vote of the shares represented in person or by proxy, at
the stockholders annual meeting in each year and entitled to vote on the
election of directors. Elected directors shall hold office until the next
annual meeting for the years in which their terms expire and until their
successors shall be duly elected and qualified. Directors need not be
stockholders. If, for any cause, the Board of Directors shall not have been
elected at an annual meeting, they may be elected as soon thereafter as
convenient at a special meeting of the stockholders called for that purpose in
the manner provided in these Bylaws.  SECTION 3.2   POWERS.  The powers of the
corporation shall be exercised, its business conducted and its property
controlled by or under the direction of the Board of Directors.  SECTION 3.3   VACANCIES.  Vacancies and newly
created directorships resulting from any increase in the authorized number of
directors may be filled by a majority of the directors then in office, although
less than a quorum, or by a sole remaining director, and each director so
elected shall hold office for the unexpired portion of the term of the director
whose place shall be vacant, and until his successor shall have been duly
elected and qualified. A vacancy in the Board of Directors shall be deemed to
exist under this section in the case of the death, removal or resignation of
any director, or if the stockholders fail at any meeting of stockholders at
which directors are to be elected (including any meeting referred to in Section
3.4 below) to elect the number of directors then constituting the whole Board.  SECTION 3.4  
RESIGNATIONS AND REMOVALS.  (a) Any director may
resign at any time by delivering his written resignation to the Secretary, such
resignation to specify whether it will be effective at a particular time, upon
receipt by the Secretary or at the pleasure of the Board of Directors. If no
such specification is   8 
    made it shall be deemed effective at the pleasure of the Board of
Directors. When one or more directors shall resign from the Board, effective at
a future date, a majority of the directors then in office, including those who
have 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 for the unexpired
portion of the term of the director whose place shall be vacated and until his
successor shall have been duly elected and qualified.  (b) At a special
meeting of stockholders called for the purpose in the manner herein above
provided, the Board of Directors, or any individual director, may be removed
from office, with or without cause, and a new director or directors elected by
a vote of stockholders holding a majority of the outstanding shares entitled to
vote at an election of directors. Unless the certificate of incorporation
otherwise provides, if the board of directors is classified, shareholders may
effect removal only for cause.  SECTION 3.5   MEETINGS.  (a) An annual meeting
of the Board of Directors shall be held for the purpose of electing officers
and transacting such other business as may lawfully come before it. Such annual
meeting of the Board of Directors for any given year may be a regular or
special meeting of the Board of Directors and may take place at the time and
place determined by the Board of Directors, provided such annual meeting of the
Board of Directors occurs after the annual stockholders' meeting for such year.  (b) Except as
hereinafter otherwise provided, regular meetings of the Board of Directors
shall be held in the office of the corporation required to be maintained
pursuant to Section 1.2 of Article I hereof. Regular meetings of the Board of
Directors may also be held at any place within or without the State of Delaware
which has been designated by resolutions of the Board of Directors or the
written consent of all directors.  (c) Special meetings of
the Board of Directors may be held at any time and place within or without the
State of Delaware whenever called by the Chairman of the Board or, if there is
no Chairman of the Board, by the President, or by a majority of the directors.  (d) Written notice of
the time and place of all regular and special meetings of the Board of
Directors shall be delivered personally to each director or sent by telegram or
facsimile transmission at least 48 hours before the start of the meeting, or
sent by first class mail at least 120 hours before the start of the meeting.
Notice of any meeting may be waived in writing at any time before or after the
meeting and will be waived by any director by attendance thereat.  SECTION 3.6  
QUORUM AND VOTING.  (a) A quorum of the
Board of Directors shall consist of a majority of the exact number of directors
fixed from time to time in accordance with Section 3.1 of Article III of these
Bylaws, but not less than one; provided, however, at any meeting whether a
quorum be present or otherwise, a majority of the directors present may adjourn
from time to time until the time fixed for the next regular meeting of the
Board of Directors, without notice other than by announcement at the meeting.   9 
    (b) At each meeting of the Board at which a
quorum is present all questions and business shall be determined by a vote of a
majority of the directors present, unless a different vote be required by law,
the Certificate of Incorporation, or these Bylaws.  (c) Any member of the
Board of Directors, or of any committee thereof, may participate in a meeting
by means of conference telephone or similar communication equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting by such means shall constitute presence in person at
such meeting.  (d) The transactions of
any meeting of the Board of Directors, or any committee thereof, however called
or noticed, or wherever held, shall be as valid as though had at a meeting duly
held after regular call and notice, if a quorum be present and if, either
before or after the meeting, each of the directors not present shall sign a
written waiver of notice, or a consent to holding such meeting, or an approval
of the minutes thereof. All such waivers, consents or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.  SECTION 3.7  
ACTION WITHOUT 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 of Directors or
of any committee thereof may be taken without a meeting, if all members of the
Board or of such committee, as the case may be, consent thereto in writing, and
such writing or writings are filed with the minutes of proceedings of the Board
or committee.  SECTION 3.8  
FEES AND COMPENSATION.  Directors and members
of committees may receive such compensation, if any, for their services, and
such reimbursement for expenses, as may be fixed or determined by resolution of
the Board of Directors.  SECTION 3.9   COMMITTEES.  (a) EXECUTIVE
COMMITTEE: The Board of Directors may appoint an Executive Committee of not
less than one member, each of whom shall be a director. The Executive
Committee, to the extent permitted by law, shall have and may exercise when the
Board of Directors is not in session all powers of the Board in the management
of the business and affairs of the Corporation, except such committee shall not
have the power or authority to amend these Bylaws or to approve or recommend to
the stockholders any action which must be submitted to stockholders for
approval under the General Corporation Law.  (b) OTHER COMMITTEES:
The Board of Directors may, by resolution passed by a majority of the whole
Board, from time to time appoint such other committees as may be permitted by
law. Such other committees appointed by the Board of Directors shall have such
powers and perform such duties as may be prescribed by the resolution or
resolutions creating such committee, but in no event shall any such committee
have the powers denied to the Executive Committee in these Bylaws.    10 
    (c) TERM: The members
of all committees of the Board of Directors shall serve a term coexistent with
that of the Board of Directors which shall have appointed such committee. The
Board, subject to the provisions of subsections (a) or (b) of this Section 3.9,
may at any time increase or decrease the number of members of a committee or
terminate the existence of a committee; provided, that no committee shall
consist of less than one member. The membership of a committee member shall
terminate on the date of his death or voluntary resignation, but the Board may
at any time for any reason remove any individual committee member and the Board
may fill any committee vacancy created by death, resignation, removal or
increase in the number of members of the committee. The Board of Directors may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee, and,
in addition, in the absence or disqualification of any member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.  (d) MEETINGS: Unless
the Board of Directors shall otherwise provide, regular meetings of the
Executive Committee or any other committee appointed pursuant to this Section
3.9 shall be held at such times and places as are determined by the Board of
Directors, or by any such committee, and when notice thereof has been given to
each member of such committee, no further notice of such regular meetings need
be given thereafter; special meetings of any such committee may be held at the
principal office of the corporation required to be maintained pursuant to
Section 1.2 of Article I hereof; or at any place which has been designated from
time to time by resolution of such committee or by written consent of all
members thereof, and may be called by any director who is a member of such
committee, upon written notice to the members of such committee of the time and
place of such special meeting given in the manner provided for the giving of
written notice to members of the Board of Directors of the time and place of
special meetings of the Board of Directors. Notice of any special meeting of
any committee may be waived in writing at any time after the meeting and will
be waived by any director by attendance thereat. A majority of the authorized
number of members of any such committee shall constitute a quorum for the
transaction of business, and the act of a majority of those present at any
meeting at which a quorum is present shall be the act of such committee.  ARTICLE
IV  OFFICERS  SECTION 4.1  
OFFICERS DESIGNATED.  The officers of the
corporation shall be a President, a Secretary, and a Treasurer. The Board of
Directors or the President may also appoint a Chairman of the Board, one or
more Vice-Presidents, assistant secretaries, assistant treasurers, and such
other officers and agents with such powers and duties as it or he shall deem
necessary. The order of the seniority of the Vice- Presidents shall be in the
order of their nomination, unless otherwise determined by the Board of
Directors. The Board of Directors may assign such additional titles to one or
more of the officers as they shall deem appropriate. Any one person may hold
any number of offices of the corporation at any one time unless specifically
prohibited therefrom by law. The salaries and   11 
    other compensation of the officers of the corporation shall be fixed by
or in the manner designated by the Board of Directors.  SECTION 4.2  
TENURE AND DUTIES OF OFFICERS.  (a) GENERAL: All
officers shall hold office at the pleasure of the Board of Directors and until
their successors shall have been duly elected and qualified, unless sooner
removed. Any officer elected or appointed by the Board of Directors may be
removed at any time by the Board of Directors. If the office of any officer
becomes vacant for any reason, the vacancy may be filled by the Board of
Directors. Nothing in these Bylaws shall be construed as creating any kind of contractual
right to employment with the corporation.  (b) DUTIES OF THE
CHAIRMAN OF THE BOARD OF DIRECTORS: The Chairman of the Board of Directors (if
there be such an officer appointed) shall, when present, preside at all
meetings of the shareholders and the Board of Directors. The Chairman of the
Board of Directors shall perform such other duties and have such other powers
as the Board of Directors shall designate from time to time.  (c) DUTIES OF PRESIDENT:
The President shall be the chief executive officer of the corporation and shall
preside at all meetings of the shareholders and at all meetings of the Board of
Directors, unless the Chairman of the Board of Directors has been appointed and
is present. The President shall perform such other duties and have such other
powers as the Board of Directors shall designate from time to time.  (d) DUTIES OF
VICE-PRESIDENTS: The Vice-Presidents, in the order of their seniority, may
assume and perform the duties of the President in the absence or disability of
the President or whenever the office of the President is vacant. The
Vice-President shall perform such other duties and have such other powers as
the Board of Directors or the President shall designate from time to time.  (e) DUTIES OF SECRETARY:
The Secretary shall attend all meetings of the shareholders and of the Board of
Directors and any committee thereof, and shall record all acts and proceedings
thereof in the minute book of the corporation. The Secretary shall give notice,
in conformity with these Bylaws, of all meetings of the shareholders, and of
all meetings of the Board of Directors and any Committee thereof requiring
notice. The Secretary shall perform such other duties and have such other
powers as the Board of Directors shall designate from time to time. The
President may direct any Assistant Secretary to assume and perform the duties
of the Secretary in the absence or disability of the Secretary, and each
Assistant Secretary shall perform such other duties and have such other powers
as the Board of Directors or the President shall designate from time to time.  (f) DUTIES OF TREASURER:
The Treasurer shall keep or cause to be kept the books of account of the
corporation in a thorough and proper manner, and shall render statements of the
financial affairs of the corporation in such form and as often as required by
the Board of Directors or the President. The Treasurer, subject to the order of
the Board of Directors, shall have the custody of all funds and securities of
the corporation. The Treasurer shall perform all other duties commonly incident
to his office and shall perform such other duties and have such   12 
    other powers as the Board of Directors or the President shall designate
from time to time. The President may direct any Assistant Treasurer to assume
and perform the duties of the Treasurer in the absence or disability of the
Treasurer, and each Assistant Treasurer shall perform such other duties and have
such other powers as the Board of Directors or the President shall designate
from time to time.  ARTICLE
V  EXECUTION OF CORPORATE INSTRUMENTS, AND VOTING OF SECURITIES OWNED BY THE CORPORATION  SECTION 5.1  
EXECUTION OF CORPORATE INSTRUMENTS.  (a) The Board of
Directors may, in its discretion, determine the method and designate the
signatory officer or officers, or other person or persons, to execute any
corporate instrument or document, or to sign the corporate name without
limitation, except where otherwise provided by law, and such execution or
signature shall be binding upon the corporation.  (b) Unless otherwise
specifically determined by the Board of Directors or otherwise required by law,
formal contracts of the corporation, promissory notes, deeds of trust,
mortgages and other evidences of indebtedness of the corporation, and other
corporate instruments or documents requiring the corporate seal, and
certificates of shares of stock owned by the corporation, shall be executed,
signed or endorsed by the Chairman of the Board (if there be such an officer
appointed) or by the President; such documents may also be executed by any
Vice-President and by the Secretary or Treasurer or any Assistant Secretary or
Assistant Treasurer. All other instruments and documents requiring the
corporate signature, but not requiring the corporate seal, may be executed as
aforesaid or in such other manner as may be directed by the Board of Directors.  (c) All checks and
drafts drawn on banks or other depositaries on funds to the credit of the
corporation, or in special accounts of the corporation, shall be signed by such
person or persons as the Board of Directors shall authorize so to do.  SECTION 5.2  
VOTING OF SECURITIES OWNED BY CORPORATION.  All stock and other securities of other corporations owned
or held by the corporation for itself, or for other parties in any capacity,
shall be voted, and all proxies with respect thereto shall be executed, by the
person authorized so to do by resolution of the Board of Directors or, in the
absence of such authorization, by the Chairman of the Board (if there be such
an officer appointed), or by the President, or by any Vice-President.   13 
    ARTICLE VI  SHARES OF STOCK  SECTION 6.1  
FORM AND EXECUTION OF CERTIFICATES.  Certificates for the
shares of stock of the corporation shall be in such form as is consistent with
the Certificate of Incorporation and applicable law. Every holder of stock in
the corporation shall be entitled to have a certificate signed by, or in the
name of the corporation by, the Chairman of the Board (if there be such an
officer appointed), or by the President or any Vice-President and by the
Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary,
certifying the number of shares owned by him in the corporation. 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 shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued with
the same effect as if he were such officer, transfer agent, or registrar at the
date of issue. If the corporation shall be authorized to issue more than one
class of stock or more than one series of any class, the powers, designations,
preferences and 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 which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in section 202 of the Delaware General Corporation Law, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which 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, designations, preferences and
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.  SECTION 6.2  
LOST 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 of stock to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors 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 indemnify the corporation in such
manner as it shall require and/or to give the corporation a surety bond in such
form and amount 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 6.3   TRANSFERS.  Transfers of record of
shares of stock of the corporation shall be made only upon its books by the
holders thereof, in person or by attorney duly authorized, and upon the
surrender of a certificate or certificates for a like number of shares,
properly endorsed.   14 
    SECTION 6.4  
FIXING RECORD DATES.  (a) 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, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty nor less than ten days before
the date of such meeting. If no record date is fixed by the Board of Directors,
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 date on which the meeting is
held. A determination of stockholders of record entitled notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for
the adjourned meeting.  (b) In order that the
corporation may determine the stockholders entitled to consent to corporate
action in writing without a meeting, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which date
shall not be more than ten days after the date upon which the resolution fixing
the record date is adopted by the Board of Directors. If no record date has
been fixed by the Board of Directors, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is required by the
Delaware General Corporation Law, shall be the first date on which a signed
written consent setting forth the action taken or proposed to be taken is
delivered to the corporation by delivery to its registered office in Delaware,
its principal place of business, or an officer or agent of the corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to a corporations registered office shall be by hand
or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by law, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting shall be
at the close of business on the day on which the Board of Directors adopts the
resolution taking such prior action.  (c) In order that the
corporation may determine the stockholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or the stockholders
entitled to exercise any rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted, and which record
date shall be not more than sixty days prior to such action. If no record date
is fixed, the record date for determining stockholders for any such purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.  SECTION 6.5  
REGISTERED STOCKHOLDERS.  The corporation 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,
and shall not be bound to recognize any equitable or other claim to or interest
in such share or shares on the part   15 
    of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Delaware.  ARTICLE
VII  OTHER SECURITIES OF THE CORPORATION  All bonds, debentures
and other corporate securities of the corporation, other than stock
certificates, may be signed by the Chairman of the Board (if there be such an
officer appointed), or the President or any Vice-President or such other person
as may be authorized by the Board of Directors and the corporate seal impressed
thereon or a facsimile of such seal imprinted thereon and attested by the
signature of the Secretary or an Assistant Secretary, or the Treasurer or an
Assistant Treasurer; provided, however, that where any such bond, debenture or
other corporate security shall be authenticated by the manual signature of a
trustee under an indenture pursuant to which such bond, debenture or other
corporate security shall be issued, the signature of the persons signing and
attesting the corporate seal on such bond, debenture or other corporate
security may be the imprinted facsimile of the signatures of such persons.
Interest coupons appertaining to any such bond, debenture or other corporate
security, authenticated by a trustee as aforesaid, shall be signed by the
Treasurer or an Assistant Treasurer of the corporation, or such other person as
may be authorized by the Board of Directors, or bear imprinted thereon the
facsimile signature of such person. In case any officer who shall have signed
or attested any bond, debenture or other corporate security, or whose facsimile
signature shall appear thereon or before the bond, debenture or other corporate
security so signed or attested shall have been delivered, such bond, debenture
or other corporate security nevertheless may be adopted by the corporation and
issued and delivered as though the person who signed the same or whose
facsimile signature shall have been used thereon had not ceased to be such
officer of the corporation.  ARTICLE
VIII  CORPORATE SEAL  The corporate seal
shall consist of a die bearing the name of the corporation and the state and
date of its incorporation. Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.  ARTICLE
IX  INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS  SECTION 9.1  
RIGHT TO INDEMNIFICATION.  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, or a person of
whom he is the legal representative, is or was a director, officer, employee,
or agent of the corporation or is or was serving at the request of the   16 
    corporation as a director, officer, employee, or agent of another
corporation or of a partnership, joint venture, trust, or other enterprise,
including service with respect to employee benefit plans, whether the basis of
the Proceeding is alleged action in an official capacity as a director,
officer, employee, or agent or in any other capacity while serving as a
director, officer, employee, or agent (hereafter an Agent), shall be
indemnified and held harmless by the corporation to the fullest extent authorized
by the Delaware General Corporation Law, as the same exists or may hereafter be
amended 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 9.3 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 Directors of
the corporation. The right to indemnification conferred in this Article shall
be a contract right.  SECTION 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, HOWEVER, that if required by the Delaware General
Corporation Law, 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 is
not entitled to be indemnified by the corporation as authorized in this Article
or otherwise. 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 of Directors deems appropriate. Any obligation to
reimburse the corporation for Expense advances shall be unsecured and no
interest shall be charged thereon.  SECTION 9.3  
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 180 days after a written claim has been received by the corporation, the
claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense (including
attorneys fees) of prosecuting such claim. It shall be a defense to any such
action (other than an action brought to enforce a claim for expenses incurred
in defending a Proceeding in advance of its final disposition where the
required undertaking has been tendered to the corporation) that the claimant
has not met the standards of conduct that make it permissible under the
Delaware General Corporation Law for the corporation to indemnify the claimant
for the amount claimed. The burden of proving such a defense shall be on the
corporation. Neither   17 
    the failure of the corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant
is proper under the circumstances because he has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the 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.  SECTION 9.4  
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. To the extent that any
provision of the Certificate, agreement, or vote of the stockholders or
disinterested directors is inconsistent with these bylaws, the provision,
agreement, or vote shall take precedence.  SECTION 9.5  
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.  SECTION 9.6   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.  SECTION 9.7  
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.  SECTION 9.8  
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.  SECTION 9.9   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   18 
    execution of such documents necessary to enable the corporation
effectively to bring suit to enforce such rights.  SECTION 9.10 
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.  ARTICLE
X  NOTICES  Whenever, under any provisions
of these Bylaws, notice is required to be given to any stockholder, the same
shall be given in writing, timely and duly deposited in the United States Mail,
postage prepaid, and addressed to his last known post office address as shown
by the stock record of the corporation or its transfer agent. Any notice
required to be given to any director may be given by the method herein above
stated, or by telegram or other means of electronic transmission, except that
such notice other than one which is delivered personally, shall be sent to such
address or (in the case of facsimile telecommunication) facsimile telephone
number as such director shall have filed in writing with the Secretary of the
corporation, or, in the absence of such filing, to the last known post office
address of such director. If no address of a stockholder or director be known,
such notice may be sent to the office of the corporation required to be
maintained pursuant to Section 1.2 of Article I hereof. An affidavit of
mailing, executed by a duly authorized and competent employee of the
corporation or its transfer agent appointed with respect to the class of stock
affected, specifying the name and address or the names and addresses of the
stockholder or stockholders, director or directors, to whom any such notice or
notices was or were given, and the time and method of giving the same, shall be
conclusive evidence of the statements therein contained. All notices given by
mail, as above provided, shall be deemed to have been given as at the time of
mailing and all notices given by telegram or other means of electronic
transmission shall be deemed to have been given as at the sending time recorded
by the telegraph company or other electronic transmission equipment operator
transmitting the same. It shall not be necessary that the same method of giving
be employed in respect of all directors, but one permissible method may be
employed in respect of any one or more, and any other permissible method or
methods may be employed in respect of any other or others. The period or
limitation of time within which any stockholder may exercise any option or
right, or enjoy any privilege or benefit, or be required to act, or within
which any director may exercise any power or right, or enjoy any privilege,
pursuant to any notice sent him in the manner above provided, shall not be
affected or extended in any manner by the failure of such a stockholder or such
director to receive such notice. Whenever any notice is required to be given
under the provisions of the statutes or of the Certificate of Incorporation, or
of these Bylaws, a waiver thereof in writing signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto. Whenever notice is required to be given, under
any provision of law or of the Certificate of Incorporation or Bylaws of the
corporation, to any person with whom communication is unlawful, the giving of
such notice to such person shall not be required and there shall be no duty to
apply to any   19 
    governmental authority or agency for a license or permit to give such
notice to such person. Any action or meeting which shall be taken or held
without notice to any such person with whom communication is unlawful shall
have the same force and effect as if such notice had been duly given. In the
event that the action taken by the corporation is such as to require the filing
of a certificate under any provision of the Delaware General Corporation Law,
the certificate shall state, if such is the fact and if notice is required,
that notice was given to all persons entitled to receive notice except such
persons with whom communication is unlawful.  ARTICLE
XI  AMENDMENTS  These Bylaws may be
repealed, altered or amended or new Bylaws adopted by written consent of
stockholders in the manner authorized by Section 2.11 of Article II, or at any
meeting of the stockholders, either annual or special, by the affirmative vote
of a majority of the stock entitled to vote at such meeting, unless a larger
vote is required by these Bylaws or the Certificate of Incorporation. The Board
of Directors shall also have the authority to repeal, alter or amend these
Bylaws or adopt new Bylaws (including, without limitation, the amendment of any
Bylaws setting forth the number of directors who shall constitute the whole
Board of Directors) by unanimous written consent or at any annual, regular, or
special meeting by the affirmative vote of a majority of the whole number of
directors, subject to the power of the stockholders to change or repeal such
Bylaws and provided that the Board of Directors shall not make or alter any
Bylaws fixing the qualifications, classifications, or term of office of directors.   20 
     CERTIFICATE OF SECRETARY  The undersigned,
Secretary of Digimarc Corporation, a Delaware corporation, hereby certifies
that the foregoing is a full, true and correct copy of the Bylaws of said
corporation, with all amendments to date of this Certificate.  WITNESS the
signature of the undersigned this 15th day of March, 2004.  By:
  
  /s/  Robert ChamnessRobert Chamness,
  Secretary