Exhibit 3.2
                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                                PHOTOMEDEX, INC.
                            (A DELAWARE CORPORATION)

         The foregoing are the Amended and Restated Bylaws of PHOTOMEDEX,  INC.,
a Delaware corporation (the "Corporation"), effective as of March 17, 2003:

                                   ARTICLE 1

                                    Offices

     1.1.  PRINCIPAL  EXECUTIVE  OFFICE.  The principal  executive office of the
Corporation   shall  be  located  at  147   Keystone   Drive,   Montgomeryville,
Pennsylvania  18936.  The Board of Directors of the  Corporation  (the "Board of
Directors") may change the location of said principal executive office.

     1.2. OTHER OFFICES.  The  Corporation may also have an office or offices at
such other place or places,  either within or without the State of Delaware,  as
the Board of Directors may from time to time determine or as the business of the
Corporation may require.

                                   ARTICLE 2

                            Meetings of Stockholders

     2.1. ANNUAL MEETINGS. The annual meeting of stockholders of the Corporation
shall  be  held at a date  and at such  time as the  Board  of  Directors  shall
determine. At each annual meeting of stockholders, directors shall be elected in
accordance  with the  provisions  of Section  3.03  hereof and any other  proper
business may be transacted.

     2.2. SPECIAL MEETINGS.  Special meetings of stockholders for any purpose or
purposes may be called at any time by a majority of the Board of  Directors,  by
the  Chairman  of the  Board,  by the  President  or by holders of not less than
sixty-six  and  two  thirds  percent  (66  2/3%)  of  the  voting  power  of all
outstanding  shares of voting stock regardless of class and voting together as a
single voting class.  The term "voting stock" as used in these Bylaws shall have
the meaning set forth in Section 203(c) of the Delaware General Corporation Law.
Special meetings may not be called by any other person or persons.  Each special
meeting  shall be held at such date and time as is  requested  by the  person or
persons calling the meeting, within the limits fixed by law.

     2.3.  PLACE OF  MEETINGS.  Each annual or special  meeting of  stockholders
shall be held at such  location as may be  determined  by the Board of Directors
or, if no such  determination is made, at such place as may be determined by the
Chairman of the Board.  If no location is so  determined,  any annual or special
meeting shall be held at the principal executive office of the Corporation.

     2.4.  Section 2.04.  NOTICE OF MEETINGS.  Written  notice of each annual or
special  meeting of  stockholders  stating the date and time when, and the place
where,  it is to be held  shall be  delivered  either  personally  or by mail to
stockholders  entitled  to vote at such  meeting not less than ten (10) nor more
than sixty (60) days before the date of the meeting. The purpose or purposes for
which the meeting is called may, in the case of an annual meeting, and shall, in
the case of a special meeting,  also be stated. If mailed,  such notice shall be
directed to a  stockholder  at his address as it shall appear on the stock books
of the  Corporation,  unless  he shall  have  filed  with the  Secretary  of the
Corporation  a written  request that notices  intended for him be mailed to some
other  address,  in which  case  such  notice  shall be  mailed  to the  address
designated in such request.

     2.5.  CONDUCT OF MEETINGS.  All annual and special meetings of stockholders
shall be conducted in accordance  with such rules and procedures as the Board of
Directors may determine subject to the requirements of applicable law and, as to
matters  not  governed  by such rules and  procedures,  as the  chairman of such
meeting  shall  determine.  The  chairman  of any annual or  special  meeting of
stockholders  shall be the  Chairman  of the  Board.  The  Secretary,  or in the
absence of the  Secretary,  a person  designated  by the  Chairman of the Board,
shall act as secretary of the meeting.

     2.6.  QUORUM.  At any  meeting  of  stockholders  of the  Corporation,  the
presence,  in person or by proxy,  of the holders of record of a majority of the
shares then issued and  outstanding  and  entitled to vote at the meeting  shall
constitute a quorum for the  transaction of business;  provided,  however,  that
this Section  2.06 shall not affect any  different  requirement  which may exist
under  statute,  pursuant  to the  rights of any  authorized  class or series of
stock, or under the Certificate of Incorporation of the Corporation,  as amended
or restated from time to time (the  "Certificate"),  for the vote  necessary for
the adoption of any measure governed thereby.

         In the absence of a quorum,  the  stockholders  present in person or by
proxy, by majority vote and without further notice, may adjourn the meeting from
time to time until a quorum is attained.  At any  reconvened  meeting  following
such  adjournment  at  which a quorum  shall be  present,  any  business  may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified.

     2.7.  VOTES  REQUIRED.  The  affirmative  vote of a majority  of the shares
present  in  person  or  represented  by  proxy  at a  duly  called  meeting  of
stockholders  of the  Corporation,  at which a quorum is present and entitled to
vote on the subject matter, shall be sufficient to take or authorize action upon
any matter which may properly come before the meeting,  except that the election
of  directors  shall be by  plurality  vote,  unless  the vote of a  greater  or
different number thereof is required by statute, by the rights of any authorized
class of stock or by the Certificate.

         Unless  the  Certificate  or a  resolution  of the  Board of  Directors
adopted  in  connection  with the  issuance  of shares of any class or series of
stock  provides for a greater or lesser number of votes per share,  or limits or
denies voting rights,  each outstanding  share of stock,  regardless of class or
series,  shall be entitled to one (l) vote on each matter submitted to a vote at
a meeting of stockholders.

     2.8.  PROXIES.  A  stockholder  may vote the shares  owned of record by him
either in person or by proxy executed in writing  (which shall include  writings
sent by telex,  telegraph,  cable or facsimile  transmission) by the stockholder
himself  or by his duly  authorized  attorney-in-fact.  No proxy  shall be valid
after  three (3) years  from its date,  unless the proxy  provides  for a longer
period.  Each proxy shall be in writing,  subscribed by the  stockholder  or his
duly  authorized  attorney-in-fact,  and  dated,  but it  need  not  be  sealed,
witnessed or acknowledged.

     2.9.  STOCKHOLDER  ACTION.  Any action required or permitted to be taken by
the  stockholders  of the  Corporation  must be effect at a duly  called  Annual
Meeting or at a special meeting of stockholders of the Corporation.

     2.10. LIST OF STOCKHOLDERS.  The Secretary of the Corporation shall prepare
and make (or cause to be prepared and made), at least ten (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, 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 (10) days
prior to the meeting,  either at a place within the city where the meeting is to
be held, which place shall be specified in the notice of the meeting, or, if not
so specified,  at the place where the meeting is to be held. The list shall also
be produced  and kept at the time and place of the meeting  during the  duration
thereof, and may be inspected by any stockholder who is present.

     2.11.  INSPECTORS OF ELECTION.  In advance of any meeting of  stockholders,
the Board of Directors may appoint Inspectors of Election to act at such meeting
or at any  adjournment or  adjournments  thereof.  If such Inspectors are not so
appointed  or fail or refuse to act,  the chairman of any such meeting may (and,
upon the demand of any stockholder or stockholder's  proxy,  shall) make such an
appointment.

         The number of Inspectors of Election  shall be one (1) or three (3). If
there are three (3) Inspectors of Election,  the decision, act or certificate of
a  majority  shall  be  effective  and  shall  represent  the  decision,  act or
certificate of all. No such Inspector need be a stockholder of the Corporation.

         Subject to any  provisions of the  Certificate  of  Incorporation,  the
Inspectors of Election  shall  determine the number of shares  outstanding,  the
voting power of each, the shares represented at the meeting,  the existence of a
quorum and the authenticity,  validity and effect of proxies; they shall receive
votes,  ballots or consents,  hear and determine all challenges and questions in
any way arising in  connection  with the right to vote,  count and  tabulate all
votes or  consents,  determine  when the polls  shall  close and  determine  the
result;  and  finally,  they shall do such acts as may be proper to conduct  the
election or vote with fairness to all stockholders.  On request,  the Inspectors
shall make a report in writing to the  secretary of the meeting  concerning  any
challenge,  question  or other  matter as may have been  determined  by them and
shall execute and deliver to such  secretary a certificate  of any fact found by
them.

                                   ARTICLE 3

                                   Directors

     3.1. POWERS.  The business and affairs of the Corporation  shall be managed
by and be under the direction of the Board of Directors.  The Board of Directors
shall  exercise  all the  powers  of the  Corporation,  except  those  that  are
conferred upon or reserved to the  stockholders  by statute,  the Certificate or
these Bylaws.

     3.2.  NUMBER.  The number of directors  shall be fixed from time to time by
resolution  of the Board of  Directors  but shall not be less than three (3) nor
more than eight (8).

     3.3.  ELECTION  AND TERM OF OFFICE.  Each  director  shall  serve until his
successor is elected and qualified or until his death,  resignation  or removal,
no decrease in the authorized  number of directors shall shorten the term of any
incumbent director,  and additional  directors elected in connection with rights
to elect such additional  directors under specified  circumstances  which may be
granted to the holders of any series of Preferred Stock shall not be included in
any class,  but shall  serve for such term or terms and  pursuant  to such other
provisions  as  are  specified  in the  resolution  of the  Board  of  Directors
establishing such series.

     3.4.  ELECTION  OF  CHAIRMAN OF THE BOARD.  At the  organizational  meeting
immediately  following the annual meeting of  stockholders,  the directors shall
elect a Chairman  of the Board from among the  directors  who shall hold  office
until the  corresponding  meeting of the Board of Directors in the next year and
until his successor shall have been elected or until his earlier  resignation or
removal.  Any vacancy in such office may be filled for the unexpired  portion of
the term in the same manner by the Board of  Directors at any regular or special
meeting.

     3.5. REMOVAL. Any director or the entire board of directors may be removed,
with or without cause,  by the holders of a majority of the shares then entitled
to vote at an election of directors.  Failure to elect a new director to replace
a removed director shall be deemed to create a vacancy on the board.

     3.6. VACANCIES AND ADDITIONAL  DIRECTORSHIPS.  Newly created  directorships
resulting  from  death,  resignation,  disqualification,  removal or other cause
shall be filled  solely by the  affirmative  vote of a majority of the remaining
directors  then in  office,  even  though  less  than a quorum  of the  Board of
Directors.  Any director elected in accordance with the preceding sentence shall
hold  office for the  remainder  of the full term of the class of  directors  in
which the new  directorship  was created or the vacancy  occurred and until such
director's  successor shall have been elected and qualified.  No decrease in the
number of directors  constituting  the Board of Directors shall shorten the term
of any incumbent director.

     3.7.  REGULAR  AND  SPECIAL  MEETINGS.  Regular  meetings  of the  Board of
Directors  shall  be  held  immediately  following  the  annual  meeting  of the
stockholders;  without  call at such time as shall from time to time be fixed by
the Board of Directors; and as called by the Chairman of the Board in accordance
with applicable law.

         Special  meetings of the Board of Directors  shall be held upon call by
or at the  direction  of the Chairman of the Board,  or by the  President in the
event  that  an  emergency  requires  a  special  meeting  and the  Chairman  is
unavailable,  or by any two  (2)  directors,  except  that  when  the  Board  of
Directors consists of one (1) director, then the one director may call a special
meeting.  Except as otherwise  required by law,  notice of each special  meeting
shall be mailed to each  director,  addressed  to him at his  residence or usual
place of business, at least three days before the day on which the meeting is to
be held,  or  shall be sent to him at such  place  by  telex,  telegram,  cable,
facsimile  transmission or telephoned or delivered to him personally,  not later
than the day before  the day on which the  meeting  is to be held.  Such  notice
shall state the time and place of such  meeting,  but need not state the purpose
or purposes  thereof,  unless  otherwise  required by law,  the  Certificate  of
Incorporation or these Bylaws ("Bylaws").

         Notice  of any  meeting  need not be given to any  director  who  shall
attend such meeting in person  (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) or who shall waive notice thereof,  before or after such meeting, in a
signed writing.

     3.8. QUORUM.  At all meetings of the Board of Directors,  a majority of the
fixed  number of directors  shall  constitute  a quorum for the  transaction  of
business,  except that when the Board of Directors consists of one (1) director,
then the one director shall constitute a quorum.

         In the absence of a quorum, the directors present, by majority vote and
without notice other than by announcement,  may adjourn the meeting from time to
time until a quorum shall be present.  At any reconvened  meeting following such
an  adjournment  at  which a  quorum  shall  be  present,  any  business  may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified.

     3.9. VOTES REQUIRED.  Except as otherwise  provided by applicable law or by
the  Certificate  of  Incorporation,  the vote of a  majority  of the  directors
present at a meeting duly held at which a quorum is present  shall be sufficient
to pass any measure.

     3.10.  PLACE AND  CONDUCT OF  MEETINGS.  Each  regular  meeting and special
meeting  of the Board of  Directors  shall be held at a location  determined  as
follows:  The Board of Directors may designate any place,  within or without the
State of Delaware,  for the holding of any meeting.  If no such  designation  is
made:  (a) any meeting  called by a majority of the  directors  shall be held at
such  location,  within  the  county of the  Corporation's  principal  executive
office, as the directors calling the meeting shall designate;  and (b) any other
meeting shall be held at such location,  within the county of the  Corporation's
principal  executive  office,  as the Chairman of the Board may designate or, in
the  absence  of such  designation,  at the  Corporation's  principal  executive
office.  Subject to the  requirements of applicable law, all regular and special
meetings of the Board of Directors  shall be conducted in  accordance  with such
rules and  procedures  as the Board of Directors  may approve and, as to matters
not governed by such rules and procedures, as the chairman of such meeting shall
determine.  The chairman of any regular or special meeting shall be the Chairman
of the Board, or, in his absence, a person designated by the Board of Directors.
The Secretary,  or, in the absence of the Secretary,  a person designated by the
chairman of the meeting, shall act as secretary of the meeting.

     3.11. FEES AND  COMPENSATION.  Directors shall be paid such compensation as
may be fixed from time to time by resolution of the Board of Directors:  (a) for
their usual and  contemplated  services as directors;  (b) for their services as
members of committees appointed by the Board of Directors,  including attendance
at committee  meetings as well as services  which may be required when committee
members must consult with management staff; and (c) for  extraordinary  services
as directors or as members of  committees  appointed by the Board of  Directors,
over and above those services for which  compensation is fixed pursuant to items
(a) and (b) in this Section 3.11.  Compensation  may be in the form of an annual
retainer fee or a fee for attendance at meetings, or both, or in such other form
or on such  basis as the  resolutions  of the  Board  of  Directors  shall  fix.
Directors  shall be reimbursed for all reasonable  expenses  incurred by them in
attending  meetings of the Board of Directors  and  committees  appointed by the
Board of Directors and in performing compensable extraordinary services. Nothing
contained  herein shall be  construed to preclude any director  from serving the
Corporation  in  any  other  capacity,  such  as an  officer,  agent,  employee,
consultant or otherwise,  and receiving compensation therefor.  3.12. COMMITTEES
OF THE BOARD OF DIRECTORS.  To the full extent  permitted by applicable law, the
Board of Directors may from time to time establish  committees,  including,  but
not limited to, standing or special  committees and an executive  committee with
authority  and  responsibility  for  bookkeeping,   with  authority  to  act  as
signatories on Corporation bank or similar accounts and with authority to choose
attorneys for the Corporation and direct litigation  strategy,  which shall have
such  duties and  powers as are  authorized  by these  Bylaws or by the Board of
Directors.  Committee  members,  and the  chairman of each  committee,  shall be
appointed by the Board of Directors.  The Chairman of the Board,  in conjunction
with the several committee chairmen,  shall make recommendations to the Board of
Directors for its final action concerning members to be appointed to the several
committees of the Board of Directors. Any member of any committee may be removed
at any time with or without  cause by the Board of  Directors.  Vacancies  which
occur  on any  committee  shall  be  filled  by a  resolution  of the  Board  of
Directors.  If any  vacancy  shall  occur in any  committee  by reason of death,
resignation,  disqualification,  removal or otherwise,  the remaining members of
such committee,  so long as a quorum is present,  may continue to act until such
vacancy is filled by the Board of  Directors.  The Board of  Directors  may,  by
resolution,  at any time deemed  desirable,  discontinue any standing or special
committee.  Members of standing committees, and their chairmen, shall be elected
yearly  at  the  regular  meeting  of the  Board  of  Directors  which  is  held
immediately  following the annual  meeting of  stockholders.  The  provisions of
Sections  3.07,  3.08,  3.09 and  3.10 of  these  Bylaws  shall  apply,  mutatis
mutandis, to any such Committee of the Board of Directors.

                                   ARTICLE 4

                                   Officers

     4.1. DESIGNATION, ELECTION AND TERM OF OFFICE. The Corporation shall have a
Chairman of the Board, a President,  Treasurer,  such senior vice presidents and
vice  presidents as the Board of Directors  deems  appropriate,  a Secretary and
such  other  officers  as the Board of  Directors  may deem  appropriate.  These
officers   shall  be  elected   annually  by  the  Board  of  Directors  at  the
organizational meeting immediately following the annual meeting of stockholders,
and each such officer shall hold office until the  corresponding  meeting of the
Board of  Directors  in the next year and until his  successor  shall  have been
elected and qualified or until his earlier  resignation,  death or removal.  Any
vacancy in any of the above offices may be filled for the  unexpired  portion of
the term by the Board of Directors at any regular or special meeting.

     4.2.  CHAIRMAN OF THE BOARD.  The Chairman of the Board of Directors  shall
preside at all  meetings of the  directors  and shall have such other powers and
duties as may from time to time be assigned to him by the Board of Directors.

     4.3.  PRESIDENT.  The President shall be the chief executive officer of the
Corporation  and  shall,  subject to the power of the Board of  Directors,  have
general  supervision,  direction  and control of the business and affairs of the
Corporation.  He shall preside at all meetings of the  stockholders  and, in the
absence of the Chairman of the Board, at all meetings of the directors. He shall
have the general powers and duties of management usually vested in the office of
president of a corporation,  and shall have such other duties as may be assigned
to him from time to time by the Board of Directors.

     4.4. TREASURER.  The Treasurer shall keep and maintain, or cause to be kept
and  maintained,  adequate  and  correct  books and  records  of  account of the
properties and business  transactions of the Corporation,  including accounts of
its  assets,  liabilities,  receipts,  disbursements,  gains,  losses,  capital,
retained earnings and shares. The books of account shall at all reasonable times
be open to inspection by the directors.

         The Treasurer  shall deposit all moneys and other valuables in the name
and to the credit of the Corporation with such depositaries as may be designated
by the Board of Directors. He shall disburse the funds of the Corporation as may
be  ordered  by the  Board of  Directors,  shall  render  to the  President  and
directors,  whenever they request it, an account of all of his  transactions  as
the Treasurer and of the financial condition of the Corporation,  and shall have
such other  powers and perform  such other  duties as may be  prescribed  by the
Board of Directors or the Bylaws.

     4.5. SECRETARY. The Secretary shall keep the minutes of the meetings of the
stockholders,  the  Board  of  Directors  and all  committees.  He  shall be the
custodian of the corporate seal and shall affix it to all documents  which he is
authorized  by law or the Board of  Directors  to sign and seal.  He also  shall
perform  such other  duties as may be  assigned  to him from time to time by the
Board of Directors or the Chairman of the Board or President.

     4.6.  ASSISTANT  OFFICERS.  The President may appoint one or more assistant
secretaries and such other assistant officers as the business of the Corporation
may require, each of whom shall hold office for such period, have such authority
and perform such duties as may be specified from time to time by the President.

     4.7. WHEN DUTIES OF AN OFFICER MAY BE DELEGATED.  In the case of absence or
disability  of an officer of the  Corporation  or for any other  reason that may
seem sufficient to the Board of Directors, the Board of Directors or any officer
designated  by it,  or the  President,  may,  for  the  time of the  absence  or
disability,  delegate such  officer's  duties and powers to any other officer of
the Corporation.

     4.8. OFFICERS HOLDING TWO OR MORE OFFICES. The same person may hold any two
(2) or more of the above-mentioned offices.

     4.9.  COMPENSATION.  The Board of Directors shall have the power to fix the
compensation of all officers and employees of the Corporation.

     4.10.  RESIGNATIONS.  Any officer may resign at any time by giving  written
notice to the Board of Directors,  to the President,  or to the Secretary of the
Corporation.  Any such  resignation  shall  take  effect  at the time  specified
therein unless otherwise determined by the Board of Directors. The acceptance of
a resignation by the Corporation shall not be necessary to make it effective.

     4.11.  REMOVAL.  Any officer of the  Corporation  may be  removed,  with or
without  cause,  by the  affirmative  vote of a majority of the entire  Board of
Directors.  Any assistant  officer of the  Corporation  may be removed,  with or
without cause, by the President or by the Board of Directors.

                                   ARTICLE 5

                     Indemnification of Directors, Officers
                      Employees end other Corporate Agents

     5.1.  ACTION,  ETC. OTHER THAN BY OR IN THE RIGHT OF THE  CORPORATION.  The
Corporation shall indemnify any person who was or is a party or is threatened to
be  made a  party  to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the  Corporation)  by reason of the fact that he
is or was a director,  officer,  employee or agent of the Corporation,  or is or
was serving at the request of the Corporation as a director,  officer, employee,
trustee or agent of another corporation,  partnership,  joint venture,  trust or
other enterprise (all such persons being referred to hereinafter as an "Agent"),
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably  incurred by him in connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo  contendere  or its  equivalent,  shall not,  of  itself,  create a
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation, and, with respect to any criminal action or proceeding, that he had
reasonable cause to believe that his conduct was unlawful.

     5.2. ACTION,  ETC., BY OR IN THE RIGHT OF THE CORPORATION.  The Corporation
shall  indemnify  any person who was or is a party or is threatened to be made a
party to any threatened,  pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
he is or was an Agent against expenses (including  attorneys' fees) actually and
reasonably  incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably  believed
to be in or not opposed to the best interests of the Corporation, except that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such person shall have been adjudged to be liable to the  Corporation by a
court of competent  jurisdiction,  after  exhaustion  of all appeals  therefrom,
unless  and only to the extent  that the court in which such  action or suit was
brought shall  determine upon  application  that,  despite the  adjudication  of
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and  reasonably  entitled to indemnity for such expenses which such court
shall deem proper.

     5.3.  DETERMINATION OF RIGHT OF INDEMNIFICATION.  Any indemnification under
Sections  5.01  or  5.02  (unless  ordered  by a  court)  shall  be  made by the
Corporation  only as authorized in the specific case upon a  determination  that
indemnification  of the Agent is proper in the  circumstances  because the Agent
has met the  applicable  standard of conduct set forth in Sections 5.01 and 5.02
hereof, which determination is made (a) by the Board of Directors, by a majority
vote of a quorum  consisting  of directors  who were not parties to such action,
suit or  proceeding,  or (b) if such a quorum  is not  obtainable,  or,  even if
obtainable,  if a quorum of disinterested  directors so directs,  by independent
legal counsel in a written opinion, or (c) by the stockholders.

     5.4. INDEMNIFICATION AGAINST EXPENSES OF SUCCESSFUL PARTY.  Notwithstanding
the other  provisions  of this  Article V, to the extent  that an Agent has been
successful  on the merits or  otherwise,  including  the  dismissal of an action
without prejudice or the settlement of an action without admission of liability,
in defense of any action,  suit or  proceeding  referred to in Sections  5.01 or
5.02 hereof,  or in defense of any claim,  issue or matter  therein,  such Agent
shall be indemnified  against expenses,  including  attorneys' fees actually and
reasonably incurred by such Agent in connection therewith.

     5.5.  ADVANCES  OF  EXPENSES.  Except as limited  by  Section  5.06 of this
Article V,  expenses  incurred  by an Agent in  defending  any civil or criminal
action,  suit, or proceeding  shall be paid by the Corporation in advance of the
final  disposition  of such  action,  suit or  proceeding,  if the  Agent  shall
undertake to repay such amount if it shall  ultimately be  determined  that such
person is not  entitled  to be  indemnified  as  authorized  in this  Article V.
Notwithstanding the foregoing,  no advance shall be made by the Corporation if a
determination  is  reasonably  and promptly  made by the Board of Directors by a
majority vote of a quorum of  disinterested  directors,  or (if such a quorum is
not obtainable or, even if obtainable,  a quorum of  disinterested  directors so
directs) by independent legal counsel in a written opinion, that, based upon the
facts known to the Board of Directors or counsel at the time such  determination
is made, such person acted in bad faith and in a manner that such person did not
believe to be in or not  opposed to the best  interest of the  Corporation,  or,
with  respect to any  criminal  proceeding,  that such  person  believed  or had
reasonable cause to believe his conduct was unlawful.

     5.6. RIGHT OF AGENT TO  INDEMNIFICATION  UPON  APPLICATION;  PROCEDURE UPON
APPLICATION.  Any  indemnification or advance under this Article V shall be made
promptly,  and in any event within ninety days,  upon the written request of the
Agent,  unless a  determination  shall be made in the  manner  set  forth in the
second  sentence of Subsection 5.05 hereof that such Agent acted in a manner set
forth therein so as to justify the  Corporation's  not indemnifying or making an
advance to the Agent.  The right to  indemnification  or  advances as granted by
this  Article V shall be  enforceable  by the  Agent in any  court of  competent
jurisdiction,  if the Board of Directors or independent legal counsel denies the
claim,  in whole or in part, or if no  disposition  of such claim is made within
ninety (90) days. The Agent's expenses  incurred in connection with successfully
establishing  his  right to  indemnification,  in whole or in part,  in any such
proceeding shall also be indemnified by the Corporation.

     5.7.  OTHER RIGHTS AND REMEDIES.  The  indemnification  and  advancement of
expenses provided by, or granted pursuant to, this Article V shall not be deemed
exclusive  of any other  rights  to which an Agent  seeking  indemnification  or
advancement  of expenses  may be entitled  under any Bylaw,  agreement,  vote of
stockholders or disinterested  directors or otherwise,  both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  such
office,  and shall,  unless  otherwise  provided  when  authorized  or ratified,
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. All rights
to  indemnification  under this  Article V shall be deemed to be  provided  by a
contract  between the  Corporation  and the Agent who serves in such capacity at
any time  while  these  Bylaws and other  relevant  provisions  of the  Delaware
General  Corporation Law and other  applicable  law, if any, are in effect.  Any
repeal or modification  thereof shall not affect any rights or obligations  then
existing.

     5.8.  INSURANCE.  Upon  resolution  passed by the Board of  Directors,  the
Corporation  may purchase and maintain  insurance on behalf of any person who is
or was an Agent against any liability  asserted  against him and incurred by him
in any such capacity,  or arising out of his status as such,  whether or not the
Corporation  would have the power to indemnify him against such liability  under
the provisions of this Article V.

     5.9.  CONSTITUENT  CORPORATIONS.  For  the  purposes  of  this  Article  V,
references  to "the  Corporation"  shall  include,  in addition to the resulting
corporation,   all  constituent  corporations  (including  all  constituents  of
constituents)  absorbed in a consolidation or merger as well as the resulting or
surviving  corporation,  which,  if the separate  existence of such  constituent
corporation  had continued,  would have had power and authority to indemnify its
Agents,  so that any Agent of such  constituent  corporation  shall stand in the
same  position  under  the  provisions  of the  Article  V with  respect  to the
resulting or surviving corporation as that Agent would have with respect to such
constituent corporation if its separate existence had continued.

     5.10. OTHER ENTERPRISES,  FINES, AND SERVING AT CORPORATION'S  REQUEST. For
purposes of this Article V,  references  to "other  enterprises"  shall  include
employee  benefit  plans;  references  to "fines" shall include any excise taxes
assessed on a person with respect to any employee  benefit plan;  and references
to "serving at the request of the  Corporation"  shall  include any service as a
director, officer, employee or agent of the Corporation which imposes duties on,
or involves services by, such director,  officer, employee or agent with respect
to any employee  benefit plan, its participants or  beneficiaries;  and a person
who  acted in good  faith and in a manner he  reasonably  believed  to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not  opposed to the best  interests  of the
Corporation" as referred to in this Article V.

     5.11.  SAVINGS  CLAUSE.  If this Article V or any portion  thereof shall be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation shall  nevertheless  indemnify each Agent as to expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement with respect
to any action, suit or proceeding,  whether civil,  criminal,  administrative or
investigative,  and  whether  internal  or  external,  including  a  grand  jury
proceeding and an action or suit brought by or in the right of the  Corporation,
to the full extent  permitted by any  applicable  portion of this Article V that
shall not have been invalidated, or by any other applicable law.

                                   ARTICLE 6

                                     Stock

     6.1.  CERTIFICATES.  Except as otherwise  provided by law, each stockholder
shall be entitled to a certificate  or  certificates  which shall  represent and
certify the number and class (and  series,  if  appropriate)  of shares of stock
owned by him in the Corporation. Each certificate shall be signed in the name of
the Corporation by the Chairman of the Board or a Vice-Chairman  of the Board or
the President or a Vice  President,  together with the Treasurer or an Assistant
Treasurer,  or  the  Secretary  or an  Assistant  Secretary.  Any  or all of the
signatures on any 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 by the Corporation
with the same  effect as if such  person were such  officer,  transfer  agent or
registrar at the date of issue.

     6.2. TRANSFER OF SHARES. Shares of stock shall be transferable on the books
of the  Corporation  only  by the  holder  thereof,  in  person  or by his  duly
authorized  attorney,  upon the surrender of the  certificate  representing  the
shares to be  transferred,  properly  endorsed,  to the  Corporation's  transfer
agent,  if  the  Corporation  has a  transfer  agent,  or to  the  Corporation's
registrar,  if the  Corporation  has a registrar,  or to the  Secretary,  if the
Corporation has neither a transfer agent nor a registrar. The Board of Directors
shall  have  power and  authority  to make  such  other  rules  and  regulations
concerning  the  issue,   transfer  and  registration  of  certificates  of  the
Corporation's stock as it may deem expedient.

     6.3.  TRANSFER AGENTS AND REGISTRARS.  The Corporation may have one or more
transfer agents and one or more registrars of its stock whose respective  duties
the Board of Directors  or the  Secretary  may,  from time to time,  define.  No
certificate of stock shall be valid until  countersigned by a transfer agent, if
the Corporation has a transfer agent, or until registered by a registrar, if the
Corporation  has a registrar.  The duties of transfer agent and registrar may be
combined.

     6.4. STOCK  LEDGERS.  Original or duplicate  stock ledgers,  containing the
names and addresses of the  stockholders  of the  Corporation  and the number of
shares  of each  class of stock  held by  them,  shall be kept at the  principal
executive  office of the  Corporation  or at the office of its transfer agent or
registrar.

     6.5.  RECORD DATES.  The Board of Directors may fix, in advance,  a date as
the record date for the purpose of determining  stockholders  entitled to notice
of, or to vote at, any meeting of stockholders or any  adjournment  thereof,  or
stockholders  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 in order to make a determination of
stockholders  for any other proper  purpose.  Such date in any case shall be not
more than sixty (60) days,  and in case of a meeting of  stockholders,  not less
than ten (10) days,  prior to the date on which the particular  action requiring
such  determination of stockholders is to be taken.  Only those  stockholders of
record on the date so fixed shall be entitled  to any of the  foregoing  rights,
notwithstanding  the transfer of any such stock on the books of the  Corporation
after any such record date fixed by the Board of Directors.

                                   ARTICLE 7

                                   Amendments

     7.1.  AMENDMENTS.  These Bylaws may be altered,  amended or repealed or new
bylaws adopted by the board of directors,  subject to repeal or change by action
of the stockholders.  All amendments shall be placed in the Corporation's minute
book immediately following these Bylaws.