Exhibit
3(ii)





Amended
and Restated





BY
LAWS





OF





ARTFEST
INTERNATIONAL, INC.





(A
DELAWARE CORPORATION)





I





OFFICES





Section
1.  Registered
Office.  The registered office of the Corporation shall be in
the City of Wilmington, County of New Castle, State of Delaware.





Section
2.  Other
Offices.  The Corporation 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.





II





MEETING
OF STOCKHOLDERS





Section
1.  Place of
Meeting.  Meetings of the stockholders for the election of
directors or for any other purpose shall be held at such time and place, either
within or without the State of Delaware, as shall be designated from time to
time by the Board of Directors and stated in the notice of the meeting or in a
duly executed waiver of notice thereof.





Section
2.  Annual
Meetings.  The Annual Meetings of stockholders shall be held on
the third Thursday in May of each year at 10:30 a.m. local time, or at such date
and at such time as shall be designated by the Board of Directors and stated in
the notice of the meeting, at which meetings the stockholders shall elect by a
plurality vote a Board of Directors, and transact such other business as may
properly be brought before the meeting.





Section
3.  Special
Meetings.  Special Meetings of the stockholders may be called
by the written resolution or request of two-thirds of the Board of Directors,
the Chairman of the Board, the President, or by the holders of shares entitled
to cast not less that two-thirds of the votes at the meeting.  Upon
request in writing to the Chairman of the Board, the President, any Vice
President or the Secretary by any person (other than the board) entitled to call
a special meeting of the stockholders, the officer forthwith shall cause notice
to be given to the stockholders entitled to vote that a meeting will be held at
a time requested by the person or persons calling the meeting, not less than
fifteen (15) nor more than sixty (60) days after the receipt of the
request.  If the notice is not given within fifteen (15) days after
receipt of the request, the persons entitled to call the meeting may give the
notice.





-1-


Section
4.  Notice
of Meetings.  Written notice of the place, date, and time of
all meetings of the stockholders shall be given, not less than fifteen (15) nor
more than sixty (60) days before the date on which the meeting is to be held, to
each stockholder entitled to vote at such meeting, except as otherwise provided
herein or as required from time to time by the Delaware General Corporation Law
or the Certificate of Incorporation.





Section
5.  Quorum;
Adjournment.  At any meeting of the stockholders, the holders
of a majority of all of the shares of the stock entitled to vote at the meeting,
present in person or by proxy, shall constitute a quorum for all purposes,
unless or except to the extent that the presence of a larger number may be
required by law or the Certificate of Incorporation.  Where a separate
vote by a class, classes or series is required, a majority of the outstanding
shares of such class, classes or series, present in person or represented by
proxy, shall constitute a quorum entitled to take action with respect to that
vote on that matter, unless or except to the extent that the presence of a
larger number may be required by law or the Certificate of
Incorporation.  If a quorum shall fail to attend any meeting, the
chairman of the meeting or the holders of a majority of the shares of stock
entitled to vote who are present, in person or by proxy, may adjourn the meeting
to another place, date or time without notice other than announcement at the
meeting, until a quorum shall be present or represented.





When a
meeting is adjourned to another place, date or time, written notice need not be
given of the adjourned meeting if the place, date and time thereof are announced
at the meeting at which the adjournment is taken; provided, however, that if the
date of any adjourned meeting is more than thirty (30) days after the date for
which the meeting was originally noticed, or if a new record date is fixed for
the adjourned meeting, written notice of the place, date and time of the
adjourned meeting shall be given in conformity herewith.  At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.





Section
6.  Organization.  At
every meeting of the shareholders, the chairman of the board, if there be one,
or in the case of a vacancy in the office or absence of the chairman of the
board, one of the following persons present in the order stated shall act as
chairman of the meeting:  the vice chairman of the board, if there be
one, the president, the vice presidents in their order of rank or seniority, a
chairman designated by the board of directors or a chairman chosen by the
stockholders in the manner provided in Section 5 of this Article
II.  The secretary, or in his absence, an assistant secretary, or in
the absence of the secretary and the assistant secretaries, a person appointed
by the chairman of the meeting, shall act as secretary.





Section
7.  Proxies
and Voting.  At any meeting of the stockholders, every
stockholder entitled to vote may vote in person or by proxy authorized by an
instrument in writing filed in accordance with the procedure established for the
meeting.





Each
stockholder shall have one vote for every share of stock entitled to vote which
is registered in his name on the record date for the meeting, except as
otherwise provided herein or required by law or the Certificate of
Incorporation.





-2-


All
voting, including on the election of directors but excepting where otherwise
provided herein or required by law or the Certificate of Incorporation, may be
by a voice vote; provided, however, that upon demand thereof by a stockholder
entitled to vote or such stockholder's proxy, a stock vote shall be taken. Every
stock vote shall be taken by ballots, each of which shall state the name of the
stockholder or proxy voting and such other information as may be required under
the procedure established for the meeting.  Every vote taken by
ballots shall be counted by an inspector or inspectors appointed by the Board of
Directors.





All
elections of directors shall be determined by a plurality of the votes cast, and
except as otherwise required by law or the Certificate of Incorporation, all
other matters shall be determined by a majority of the votes cast.





Section
8.  Stock
List.  A complete list of stockholders entitled to vote at any
meeting of stockholders, arranged in alphabetical order for each class of stock
and showing the address of each such stockholder and the number of shares
registered in such stockholder's name, shall be open to the examination of any
such 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 places
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 stock
list shall also be kept at the place of the meeting during the whole time
thereof and shall be open to the examination of any stockholder who is
present.  This list shall presumptively determine the identity of the
stockholder entitled to vote at the meeting and the number of shares held by
each of them.





Section
9.  Inspectors of
Election.  In advance of any meeting of stockholders, the Board
of Directors may appoint inspectors of election, who need not be stockholders,
to act at such meeting or any adjournment thereof.  If inspectors of
election are not so appointed, the person presiding at any such meeting may, and
on the request of any stockholder entitled to vote at the meeting and before
voting begins shall, appoint inspectors of election.  The number of
inspectors shall be either one or three, as determined, in the case of
inspectors appointed upon demand of a stockholder, by the stockholders in the
manner provided in Section 5 of this Article II, and otherwise by the Board of
Directors or person presiding at the meeting, as the case may be.  If
any person who is appointed fails to appear or act, the vacancy may be filled by
appointment made by the Board of Directors in advance of the meeting, or at the
meeting by the person presiding at the meeting.  Each inspector,
before entering upon the discharge of his duties, shall take an oath faithfully
to execute the duties of inspector at such meeting.





If
inspectors of election are appointed as aforesaid, they shall determine from the
lists referred to in Section 8 of this Article II the number of shares
outstanding, the shares represented at the meeting, the existence of a quorum,
and the voting power of shares represented at the meeting, determine the
authenticity, validity and effect of proxies, receive votes or ballots, hear and
determine all challenges and questions in any way arising in connection with the
right to vote or the number of votes which may be cast, count and tabulate all
votes or ballots, determine the results, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders entitled to vote
thereat.  If there be three inspectors of election, the decision, act
or certificate of both shall be effective in all respects as the decision, act
or certificate of both.





-3-


Unless
waived by vote of the stockholders conducted in the manner which is provided in
Section 5 of this Article II, the inspectors shall make a report in writing of
any challenge or question or matter which is determined by them, and execute a
sworn certificate of any facts found by them.





Section
10.  Actions
by Stockholders.  Unless otherwise provided in the Certificate
of Incorporation, any action required 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, shall be 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 and shall be delivered to the
Corporation by delivery to its registered office in this State, 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 to a Corporation's registered office shall be by
certified or registered mail, return receipt requested.  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.





III





BOARD OF
DIRECTORS





Section
1.  Duties
and Powers.  The business of the Corporation shall be managed
by or under the direction of the Board of Directors which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
law or by the Certificate of Incorporation or by these By-laws directed or
required to be exercised or done by the stockholders.  The use of the
phrase "Whole Board" herein refers to the total number of directors which the
corporation would have if there were no vacancies.





Section
2.  Number
and Term in Office.  A director need not be a stockholder, a
citizen of the United States or a resident of the State of
Delaware.  The authorized number of directors constituting the Board
of Directors shall consist of one person.  Thereafter, the number of
directors constituting the Whole Board shall be at least one (1) and not more
than nine (9).  Subject to the foregoing limitation and except for the
first Board of Directors, such number may be fixed from time to time by action
of the stockholders or of the directors, or, if the number is not fixed, the
number shall be one.  The number of directors may be increased or
decreased by action of stockholders or of the directors.  Except as
provided in Section 3 of this Article III, directors shall be elected by the
holders of record of a plurality of the votes cast at Annual Meetings of
Stockholders, and each director so elected shall hold office until the next
Annual Meeting and until his or her successor is duly elected and qualified, or
until his or her earlier resignation or removal.  Any director may
resign at any time upon written notice to the Corporation.





-4-


Section
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 or by the
stockholders entitled to vote at any Annual or Special Meeting held in
accordance with Article II, and the directors so chosen shall hold office until
the next Annual or Special Meeting duly called for that purpose and until their
successors are duly elected and qualified, or until their earlier resignation or
removal.





Section
4.  Nominations of Directors;
Election.  Nominations for the election of directors may be
made by the Board of Directors or a committee appointed by the Board of
Directors, or by any stockholder entitled to vote generally in the election of
directors who complies with the procedures set forth in this Section
4.  Directors shall be at least twenty-one (21) years of
age.  Directors need not be stockholders.  At each meeting
of stockholders for the election of directors at which a quorum is present, the
persons receiving a plurality of the votes cast shall be elected
directors.  All nominations by stockholders shall be made pursuant to
timely notice in proper written form to the Secretary of the
Corporation.  To be timely, a stockholder's notice shall be delivered
to or mailed and received at the principal executive offices of the Corporation
not less than 30 days nor more than 60 days prior to the meeting; provided,
however, that in the event that less than 40 days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be so received not later than the close of
business on the tenth day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made.  To be in
proper written form, such stockholder's notice shall set forth in writing (i) as
to each person whom the stockholder proposes to nominate for election or
re-election as a director, all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended, including, without limitation, such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director if elected; and (ii) as to the stockholder giving the
notice (x) the name and address, as they appear on the Corporation's books, of
such stockholder and (y) the class and number of shares of the Corporation which
are beneficially owned by such stockholder.





Section
5.  Meetings.  The
Board of Directors of the Corporation may hold meetings, both regular and
special, either within or without the State of Delaware.  The first
meeting of each newly-elected Board of Directors shall be held immediately
following the Annual Meeting of Stockholders and no notice of such meeting shall
be necessary to be given the newly-elected directors in order legally to
constitute the meeting, provided a quorum shall be present.  Regular
meetings of the Board of Directors may be held without notice at such time and
at such place as may from time to time be determined by the Board of
Directors.  Special meetings of the Board of Directors may be called
by the Chairman of the Board, the President or at least one of the directors
then in office.  Notice thereof stating the place, date and hour of
the meetings shall be given to each director by mail, facsimile or electronic
mail not less than seventy-two (72) hours before the date of the
meeting.  Meetings may be held at any time without notice if all the
directors are present or if all those not present waive such notice in
accordance with Section 2 of Article VI of these By-laws.





-5-


Section
6.  Quorum.  Except
as may be otherwise specifically provided by law, the Certificate of
Incorporation or these By-laws, at all meetings of the Board of Directors, a
majority of the directors then in office shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors.  If a quorum shall not be present at any meeting of the
Board of Directors, the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.





Section
7.  Action
of Board Without a Meeting.  Unless otherwise provided by the
Certificate of Incorporation or these By-laws, any action required or permitted
to be taken at any meeting of the Board of Directors of any committee thereof
may be taken without a meeting if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.





Section
8.  Resignations.  Any
director of the Corporation may resign at any time by giving written notice to
the president or the secretary.  Such resignation shall take effect at
the date of the receipt of such notice or at any later time specified therein
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.





Section
9.  Organization.  At
every meeting of the Board of Directors, the Chairman of the Board, if there be
one, or, in the case of a vacancy in the office or absence of the Chairman of
the Board, one of the following officers present in the order stated shall act
as Chairman of the meeting:  the president, the vice presidents in
their order of rank and seniority, or a chairman chosen by a majority of the
directors present.  The secretary, or, in his absence, an assistant
secretary, or in the absence of the secretary and the assistant secretaries, any
person appointed by the Chairman of the meeting shall act as
secretary.





Section
10.  Committees.  The
Board of Directors may, by resolution passed by a majority of the directors then
in office, designate one or more committees, each committee to consist of one or
more of the directors of the Corporation.  The Board of Directors may
designate one or more directors as alternate members of any committee, whom may
replace any absent or disqualified member at any meeting of any such
committee.  In the absence or disqualification of a member of a
committee, and in the absence of a designation by the Board of Directors of an
alternate member to replace the absent or disqualified member, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not such members 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.  Any committee, to the extent allowed by law
and provided in the By-laws or resolution establishing such committee, shall
have and may exercise all the powers and authority of the Board of Directors in
the management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers which may require
it.  Each committee shall keep regular minutes and reports to the
Board of Directors when required.





-6-


Section
11.  Compensation.  Unless
otherwise restricted by the Certificate of Incorporation or these By-laws, the
Board of Directors shall have the authority to fix the compensation of
directors.  The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director.  No such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation
therefor.  Members of special or standing committees may be allowed
like compensation for attending committee meetings.





Section
12.  Removal.  Unless
otherwise restricted by the Certificate of Incorporation or these By-laws, any
director or the entire Board of Directors may be removed, with or without cause,
by the holders of a majority of shares entitled to vote at an election of
directors.





Section 13.  Interest of Directors in
Contracts.  (a) No contract or transaction  between
the Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of the Corporation’s directors or officers,
are directors or officers, or have a financial interest, shall be void or
voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board or committee which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose, if:





(1) The material facts as to his
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board or committee
in good faith authorizes the contract or transaction by the affirmative votes of
a majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or





(2) The material facts as to his
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or





(3) The contract or transaction is
fair as to the Corporation as of the time it is authorized, approved or
ratified, by the Board of Directors, a committee of the Board of Directors or
the stockholders.





(b)
Interested directors may be counted in determining the presence of a quorum at a
meeting of the Board of Directors or of a committee which authorizes the
contract or transaction.





Section 14.  Loans to Officers or
Employees.  The Board of Directors may lend money to, guarantee
any obligation of, or otherwise assist, any officer or other employee of the
Corporation or of any subsidiary, whether or not such officer or employee is
also a director of the Corporation, whenever, in the judgment of the directors,
such loan, guarantee, or assistance may reasonably be expected to benefit the
Corporation; provided, however, that any such loan, guarantee, or other
assistance given to an officer or employee who is also a director of the
Corporation must be authorized by a majority of the entire Board of
Directors.  Any such loan, guarantee, or other assistance may be made
with or without interest and may be unsecured or secured in such manner as the
Board of Directors shall approve, including, but not limited to, a pledge of
shares of the Corporation, and may be made upon such other terms and conditions
as the Board of Directors may determine.





-7-


IV





OFFICERS





Section
1.  General.  The
officers of the Corporation shall be appointed by the Board of Directors and
shall consist of a Chairman of the Board or a President, or both, one or more
Vice Presidents, a Treasurer and a Secretary.  The Board of Directors
may also choose one or more assistant secretaries and assistant treasurers, and
such other officers and agents as the Board of Directors, in its sole and
absolute discretion shall deem necessary or appropriate as designated by the
Board of Directors from time to time.  Any number of offices may be
held by the same person, unless the Certificate of Incorporation or these
By-laws provide otherwise.





Section
2.  Election; Term of
Office.  The Board of Directors at its first meeting held after
each Annual Meeting of Stockholders shall elect a Chairman of the Board or a
President, or both, one or more Vice Presidents, a Secretary and a Treasurer,
and may also elect at that meeting or any other meeting, such other officers and
agents as it shall deem necessary or appropriate.  Each officer of the
Corporation shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors together with the powers
and duties which are customarily exercised by such officer; and each officer of
the Corporation shall hold office until such officer's successor is elected and
qualified or until such officer's earlier resignation or removal.  Any
officer may resign at any time upon written notice to the
Corporation.  The Board of Directors may at any time, with or without
cause, by the affirmative vote of a majority of directors then in office, remove
an officer.





Section
3.  Chairman
of the Board.  The Chairman of the Board, if there be such an
officer, shall be the chief executive officer of the Corporation.  The
Chairman of the Board shall preside at all meetings of the stockholders and the
Board of Directors and shall have such other duties and powers as may be
prescribed by the Board of Directors from time to time.





Section
4.  President.  The
President shall be the chief operating officer of the Corporation, shall have
general and active management of the business of the Corporation, having general
control of the business and affairs of the Corporation and shall see that all
orders and resolutions of the Board of Directors are carried into
effect.  The President shall have and exercise such further powers and
duties as may be specifically delegated to or vested in the President from time
to time by these By-laws or the Board of Directors.  In the absence of
the Chairman of the Board or in the event of his inability or refusal to act, or
if the Board has not designated a Chairman, the President shall perform the
duties of the Chairman of the Board, and when so acting, shall have all the
powers and be subject to all of the restrictions upon the Chairman of the
Board.





Section
5.  Vice
President.  In the absence of the President or in the event of
his inability or refusal to act, the Vice President (or in the event that there
be more than one vice president, the vice presidents in the order designated by
the Board of Directors, or in the absence of any designation, then in the order
of their election) shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President.  The vice presidents shall perform such other duties
and have such other powers as the Board of Directors or the President may from
time to time prescribe.





-8-


Section
6.  Secretary. The
Secretary shall attend all meetings of the Board of Directors and all meetings
of the stockholders and record all the proceedings thereat in a book or books to
be kept for that purpose; the Secretary shall also perform like duties for the
standing committees when required.  The Secretary shall give, or cause
to be given notice of meetings of the stockholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or the President.  If the Secretary shall be
unable or shall refuse to cause to be given notice of all meetings of the
stockholders and special meetings of the Board of Directors, and if there be no
Assistant Secretary, then either the Board of Directors or the President may
choose another officer to cause such notice to be given.  The
Secretary shall have custody of the seal of the Corporation and the Secretary or
any Assistant Secretary, if there be one, shall have authority to affix same to
any instrument requiring it and when so affixed, it may be attested to by the
signature of the Secretary or by the signature of any such Assistant
Secretary.  The Board of Directors may give general authority to any
other officer to affix the seal of the Corporation and to attest to the affixing
by his or her signature.  The Secretary shall see that all books,
reports, statements, certificates and other documents and records required by
law to be kept or filed are properly kept or filed, as the case may
be.





Section
7.  Treasurer.  The
Treasurer shall have the custody of the corporate funds and securities and shall
keep complete and accurate accounts of all receipts and disbursements of the
Corporation, and shall deposit all monies and other valuable effects of the
Corporation in its name and to its credit in such banks and other depositories
as may be designated from time to time by the Board of Directors.  The
Treasurer shall disburse the funds of the Corporation, taking proper vouchers
and receipts for such disbursements, and shall render to the Board of Directors,
at its regular meetings, or when the Board of Directors so requires, an account
of all his or her transactions as Treasurer and of the financial condition of
the Corporation.  The Treasurer shall, when and if required by the
Board of Directors, give and file with the Corporation a bond, in such form and
amount and with such surety or sureties as shall be satisfactory to the Board of
Directors, for the faithful performance of his or her duties as
Treasurer.  The Treasurer shall have such other powers and perform
such other duties as the Board of Directors or the President shall from time to
time prescribe.





Section
8.  Other
Officers.  Such other officers as the Board of Directors may
choose shall perform such duties and have such powers as from time to time may
be assigned to them by the Board of Directors.  The Board of Directors
may delegate to any other officer of the Corporation the power to choose such
other officers and to prescribe their respective duties and powers.





Section
9.  Resignations.  Any
officer may resign at any time by giving written notice to the Corporation;
provided, however, that notice to the Board of Directors, the Chairman of the
Board, the President or the Secretary shall be deemed to constitute notice to
the Corporation.  Such resignation shall take effect upon receipt of
such notice or at any later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.





-9-


Section
10.  Removal.  Any
officer or agent may be removed, either with or without cause, at any time, by
the Board of Directors at any meeting called for that purpose; provided,
however, that the President may remove any agent appointed by him.





Section
11.  Vacancies.  Any
vacancy among the officers, whether caused by death, resignation, removal or any
other cause, shall be filled in the manner which is prescribed for election or
appointment to such office.





V





STOCK





Section
1.  Form of
Certificates.  Every holder of stock in the Corporation shall
be entitled to have a certificate signed, in the name of the Corporation (i) by
the Chairman of the Board or the President or a Vice President and (ii) by the
Treasurer or Secretary of the Corporation, certifying the number of shares owned
by such holder in the Corporation.





Section
2.  Signatures.  Any
or all 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 by the Corporation with the same effect as if such person were such
officer, transfer agent or registrar at the date of issue.





Section
3.  Lost
Certificates.  The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed.  When authorizing such issue of a new
certificate, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate, or such owner's legal representative, to advertise the
same in such manner as the Board of Directors shall require and/or to give the
Corporation a bond in such sum 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, stolen or destroyed.





Section
4.  Transfers.  Stock
of the Corporation shall be transferable in the manner prescribed by law and in
these By-laws.  Transfers of stock shall be made on the books of the
Corporation only by the person named in the certificate or by such person's
attorney lawfully constituted in writing and upon the surrender of the
certificate thereof, which shall be canceled before a new certificate shall be
issued.





Section
5.  Record
Date.  In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty (60) days nor less than ten (10) days
before the date of such meeting, nor more than sixty (60) days prior to any
other action.  A determination 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.





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Section
6.  Beneficial Owners.
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 to hold liable for calls and assessments a person registered
on its books as the owner of shares, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by law.





Section
7.  Voting
Securities Owned by the Corporation.  Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chairman of the Board, the President, any Vice
President or the Secretary and any such officer may, in the name of and on
behalf of the Corporation take all such action as any such officer may deem
advisable to vote in person or by proxy at any meeting of security holders of
any corporation in which the Corporation may own securities and at any such
meeting shall possess and may exercise any and all rights and powers incident to
the ownership of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present.  The Board
of Directors may, by resolution, from time to time confer like powers upon any
other person or persons.





VI





NOTICES





Section
1.  Notice.  Whenever,
under the provisions of the laws of this state or the Certificate of
Incorporation or these By-laws, any notice, request, demand or other
communication is required to be or may be given or made to any officer,
director, or registered stockholder, it shall not be construed to mean that such
notice, request, demand or other communication must be given or made in person,
but the same may be given or made by mail, facsimile or electronic mail to such
address, facsimile number or electronic mail address, respectively, as shall
have last been furnished by such officer, director or registered stockholder for
said notice, request, demand or other communication.  Any such notice,
request, demand or other communication shall be considered to have been properly
given or made, in the case of mail when deposited in the mail, in the case of
facsimile when a signal is received from the equipment of the recipient
indicating that the transmission was received, by electronic mail when sent to
the recipient’s designated electronic mail address, and in other cases when
transmitted by the party giving or making the same, directed to the officer or
director at his address as it appears on the records of the Corporation or to a
registered stockholder at his address as it appears on the record of
stockholders, or, if the stockholder shall have filed with the Secretary of the
Corporation a written request that notices to him be mailed to some other
address, then directed to the stockholder at such other
address.  Notice to directors may also be given in accordance with
Section 5 of Article III hereof.





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Whenever,
under the provisions of the laws of this state or the Certificate of
Incorporation or these By-laws, any notice, request, demand or other
communication is required to be or may be given or made to the Corporation, it
shall also not be construed to mean that such notice, request, demand or other
communication must be given or made in person, but the same may be given or made
to the Corporation by mail, facsimile or electronic mail.  Any such
notice, request, demand or other communication shall be considered to have been
properly given or made, in the case of mail when deposited in the mail, in the
case of facsimile when a signal is received from the equipment of the recipient
indicating that the transmission was received, and by electronic mail when sent
to the recipient’s designated electronic mail address.





Section
2.  Waivers
of Notice.  Whenever any written notice is required to be given
under the provisions of the Certificate of Incorporation, these By-laws or a
statute, a waiver thereof in writing, signed by the person or persons entitled
to such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.  Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders, directors, or members of a committee of directors need be
specified in any written waiver of notice of such meeting.





Attendance
of a person, either in person or by proxy, at any meeting, without protesting
prior to the conclusion of the meeting the lack of notice of such meeting, shall
constitute a waiver of notice of such meeting.





VII





GENERAL
PROVISIONS





Section
1.  Dividends.  Dividends
upon the capital stock of the Corporation, subject to the provisions of the
Certificate of Incorporation, if any, may be declared by the Board of Directors
at any regular or special meeting or by any Committee of the Board of Directors
having such authority at any meeting thereof, and may be paid in cash, in
property, in shares of the capital stock, or in any combination
thereof.  Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
Board of Directors from time to time, in its absolute discretion, deems proper
as a reserve or reserves to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the Corporation, or for any proper
purpose, and the Board of Directors may modify or abolish any such
reserve.





Section
2.  Disbursements.  All
notes, checks, drafts and orders for the payment of money issued by the
Corporation shall be signed in the name of the Corporation by such officers or
such other persons as the Board of Directors may from time to time
designate.





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Section
3.  Corporation
Seal.  The corporate seal, if the Corporation shall have a
corporate seal, shall have inscribed thereon the name of the Corporation, the
year of its organization and the words "Corporate Seal,
Delaware".  The seal may be used by causing it or a facsimile thereof
to be impressed or affixed or reproduced or otherwise.





VIII





INDEMNIFICATION





Section
1.  Indemnification of Directors
and Officers in Third Party Proceedings.  The Corporation shall
indemnify any director or officer of the Corporation who was or is an
"authorized representative" of the Corporation (which shall mean for the
purposes of this Article a director or officer of the Corporation, or a person
serving at the request of the Corporation as a director, officer, partner or
trustee of another corporation, partnership, joint venture, trust or other
enterprise) and who was or is a "party" (which shall include for purposes of
this Article the giving of testimony or similar involvement) or is threatened to
be made a party to any "third party proceeding " (which shall mean for purposes
of this Article 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 such person
was or is an authorized representative of the Corporation, against expenses
(which shall include for purposes of this Article attorney's fees and
disbursements), judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such third
party proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in, or not opposed to, the best interests of the
Corporation and, with respect to a criminal third party proceeding (which shall
include for purposes of this Article any investigation which could or does lead
to a criminal third party proceeding) had not reasonable cause to believe such
conduct was unlawful.  The termination of any third party proceeding
by judgment, order, settlement, indictment, conviction or upon a plea of no
contest or its equivalent, shall not, of itself, create a presumption that the
authorized representative did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal third party proceeding, had
reasonable cause to believe that such conduct was unlawful.





Section
2.  Indemnification of Directors
and Officers in Corporate Proceedings.  The Corporation shall
indemnify any director or officer of the Corporation who was or is an authorized
representative of the Corporation and who was or is a party or is threatened to
be made a party to any "corporate proceeding"  (which shall mean for
purposes of this Article any threatened, pending or completed action or suit by
or in the right of the Corporation to procure a judgment in its favor or any
investigative proceeding by or on behalf of the Corporation) by reason of the
fact that such person was or is an authorized representative of the Corporation,
against expenses (including attorneys' fees and disbursements) actually and
reasonably incurred by such person in connection with the defense or settlement
of such corporate proceeding if such person acted in good faith and in a manner
such person 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 for negligence or misconduct in the performance of such person's duty
to the Corporation unless and only to the extent that the court in which such
corporate proceeding was pending shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such authorized representative is fairly and reasonably entitled to indemnity
for such expenses which the court shall deem proper.





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Section
3.  Indemnification of
Authorized Representatives.  To the extent that an authorized
representative of the Corporation who neither was nor is a director or officer
of the Corporation has been successful on the merits or otherwise in defense of
any third party or corporate proceeding or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses actually and
reasonably incurred by such person in connection therewith.  Such an
authorized representative may, at the discretion of the Corporation, be
indemnified by the Corporation in any other circumstances to any extent if the
Corporation would be required by Section 1 or 2 of this Article VIII to
indemnify such person in such circumstances to such extent as if such person
were or had been a director or officer of the Corporation.





Section
4.  General
Terms.  Any indemnification under Section 1 and Section 2 of
this Article VIII (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he had met the applicable standard of conduct set forth in
Section 1 and Section 2 of this Article VIII.  Such determination
shall be made (i) 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 (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in written
opinion, or (iii) by the stockholders.





Expenses
incurred in defending a 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 upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation as
authorized in these By-laws.





Section
5.  Amendment.  Any
amendment to Article VIII shall not apply to any liability of a director,
officer, employee or agent arising out of a transaction or omission occurring
prior to the adoption of such amendment, but any such liability based on a
transaction or omission occurring prior to the adoption of such amendment shall
be governed by Article VIII of these By-laws, as in effect at the time of such
transaction or omission.





Section
6.  Insurance and Trust
Fund.  In furtherance and not in limitation of the powers
conferred by statute:





(1)           the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Corporation, or is serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
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 law; and





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(2)           the
Corporation may create a trust fund, grant a security interest and/or use other
means (including, without limitation, letters of credit, surety bonds and/or
other similar arrangements), as well as enter into contracts providing
indemnification to the fullest extent permitted by law and including as part
thereof provisions with respect to any or all of the foregoing, to ensure the
payment of such amount as may become necessary to effect indemnification as
provided therein, or elsewhere.





Section
7.  Indemnification of Employees
and Agents of the Corporation.  The Corporation may, to the
extent authorized from time to time by the Board of Directors, grant rights to
indemnification, including the right to be paid by the Corporation the expenses
incurred in defending any proceeding in advance of its final disposition, to any
employee or agent of the Corporation to the fullest extent of the provisions of
this Section or otherwise with respect to the indemnification and advancement of
expenses of directors and officers of the Corporation.





IX





AMENDMENTS





Except as
otherwise specifically stated within an Article to be altered, amended or
repealed, these By-laws may be altered, amended or repealed and new By-laws may
be adopted at any meeting of the Board of Directors or of the stockholders,
provided notice of the proposed change was given in the notice of the
meeting.














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