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                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                          LASERLOCK TECHNOLOGIES, INC.
                              a Nevada corporation


                                   ARTICLE I
                                     OFFICES

         Section 1.1 Principal Office. The principal office and place of
business of LaserLock Technologies, Inc. (the "Corporation") shall be at 837
Lindy Lane, Bala Cynwyd, Pennsylvania.

         Section 1.2 Other Offices. Other offices and places of business either
within or without the State of Nevada may be established from time to time by
resolution of the board of directors of the Corporation (the "Board of
Directors") or as the business of the Corporation may require. The street
address of the Corporation's resident agent is the registered office of the
Corporation in Nevada.

                                   ARTICLE II
                                  STOCKHOLDERS

         Section 2.1 Annual Meeting. The annual meeting of the stockholders of
the Corporation shall be held on such date and at such time as may be designated
from time to time by the Board of Directors. At the annual meeting, directors
shall be elected and any other business may be transacted as may be properly
brought before the meeting.

         Section 2.2 Special Meetings.

                  (a) Subject to the rights of the holders of preferred stock,
if any, special meetings of the stockholders may be called only by the chairman
of the board, if any, or the chief executive officer, if any, or, if there is no
chairman of the board and no chief executive officer, by the president, and
shall be called by the secretary upon the written request of a majority of the
Board of Directors. Such request shall state the purpose or purposes of the
meeting. Stockholders shall have no right to request or call a special meeting.

                  (b) No business shall be acted upon at a special meeting of
stockholders except as set forth in the notice of the meeting.

         Section 2.3 Place of Meetings. Any meeting of the stockholders of the
Corporation may be held at the Corporation's registered office in the State of
Nevada or at such other place in or out of the State of Nevada and United States
as may be designated in the notice of meeting. A waiver of notice signed by all
stockholders entitled to vote may designate any place for the holding of such
meeting.

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         Section 2.4 Notice of Meetings; Waiver of Notice.

                  (a) The president, chief executive officer, if any, a vice
president, the secretary, an assistant secretary or any other individual
designated by the Board of Directors shall sign and deliver or cause to be
delivered to the stockholders written notice of any stockholders' meeting not
less than 10 days, but not more than 60 days, before the date of such meeting.
The notice shall state the purpose or purposes for which the meeting is called,
the time and place, which can be within or without the State of Nevada, where
the meeting is to be held and the means of electronic communication(s), if any,
by which the stockholders or the proxies thereof shall be deemed to be present
in person and vote. The notice shall contain or be accompanied by such
additional information as may be required by the Nevada Revised Statutes
("NRS"), including, without limitation, NRS 78.3790, 92A.120 or 92A.410.

                  (b) In the case of an annual meeting, subject to Section 2.13
below, any proper business may be presented for action, except that (i) if a
proposed plan of merger, conversion or exchange is submitted to a vote, the
notice of the meeting must state that the purpose, or one of the purposes, of
the meeting is to consider the plan of merger, conversion or exchange and must
contain or be accompanied by a copy or summary of the plan; and (ii) if a
proposed action creating dissenters' rights is to be submitted to a vote, the
notice of the meeting must state that the stockholders are or may be entitled to
assert dissenters' rights under NRS 92A.300 to 92A.500, inclusive, and be
accompanied by a copy of those sections.

                  (c) A copy of the notice shall be (i) personally delivered or
(ii) mailed postage prepaid to each stockholder of record entitled to vote at
the meeting at the address appearing on the records of the Corporation. Upon
mailing, service of the notice is complete, and the time of the notice begins to
run from the date upon which the notice is deposited in the mail. If the address
of any stockholder does not appear upon the records of the Corporation or is
incomplete, it will be sufficient to address any notice to such stockholder at
the registered office of the Corporation. Notwithstanding the foregoing and in
addition thereto, any notice to stockholders given by the Corporation pursuant
to Chapter 78 or 92A of the NRS, the Amended and Restated Articles of
Incorporation, as amended, or these Amended and Restated Bylaws, as amended, may
be given pursuant to the forms of electronic transmission listed herein,
provided such forms of transmission are consented to in writing by the
stockholder receiving such electronically transmitted notice and such consent is
filed by the secretary in the corporate records. Notice shall be deemed given
(1) by facsimile when directed to a number consented to by the stockholder to
receive notice, (2) by electronic mail when directed to an e-mail address
consented to by the stockholder to receive notice, (3) by posting on an
electronic network together with a separate notice to the stockholder of the
specific posting on the later of the specific posting or the giving of the
separate notice or (4) by any other electronic transmission as consented to and
when directed by the stockholder. The stockholder consent necessary to permit
electronic transmission to such stockholder shall be deemed revoked and of no
force and effect if (A) the Corporation is unable to deliver by electronic
transmission two consecutive notices given by the Corporation in accordance with
the stockholder's consent and (B) the inability to deliver by electronic
transmission becomes known to the secretary, assistant secretary, transfer agent
or other agent of the Corporation responsible for the giving of notice.

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                  (d) The written certificate of the individual signing a notice
of a meeting, setting forth the substance of the notice or having a copy thereof
attached thereto, the date the notice was mailed or personally delivered to the
stockholders and the addresses to which the notice was mailed, shall be prima
facie evidence of the manner and fact of giving such notice. In addition, in the
absence of fraud, an affidavit of the individual signing a notice of a meeting
that the notice thereof has been given by a form of electronic transmission is
prima facie evidence of the facts stated in the affidavit.

                  (e) Any stockholder may waive notice of any meeting by a
signed writing or by transmission of an electronic record, either before or
after the meeting. Such waiver of notice shall be deemed the equivalent of the
giving of such notice.

         Section 2.5 Determination of Stockholders of Record.

                  (a) For the purpose of determining the stockholders entitled
(i) to notice of and to vote at any meeting of stockholders or any adjournment
thereof, (ii) to receive payment of any distribution or the allotment of any
rights, or (iii) 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 60
days nor less than ten days before the date of such meeting, if applicable.

                  (b) If no record date is fixed, the record date for
determining stockholders (i) entitled to notice of and to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; and (ii) for any
other purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at any 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
and must fix a new record date if the meeting is adjourned to a date more than
60 days later than the date set for the original meeting.

         Section 2.6 Quorum; Adjourned Meetings.

                  (a) Unless the Amended and Restated Articles of Incorporation,
as amended, provide for a different proportion, stockholders holding at least a
majority of the voting power of the Corporation's capital stock, represented in
person or by proxy (regardless of whether the proxy has authority to vote on all
matters), are necessary to constitute a quorum for the transaction of business
at any meeting. If, on any issue, voting by classes or series is required by the
laws of the State of Nevada, the Amended and Restated Articles of Incorporation,
as amended, or these Amended and Restated Bylaws, as amended, at least a
majority of the voting power, represented in person or by proxy (regardless of
whether the proxy has authority to vote on all matters), within each such class
or series is necessary to constitute a quorum of each such class or series.

                  (b) If a quorum is not represented, a majority of the voting
power represented or the person presiding at the meeting may adjourn the meeting
from time to time until a quorum shall be represented. At any such adjourned
meeting at which a quorum shall be represented, any business may be transacted
which might have been transacted as originally called. When a stockholders'
meeting is adjourned to another time or place hereunder, 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. However, if a new record date is
fixed for the adjourned meeting, notice of the adjourned meeting must be given
to each stockholder of record as of the new record date. The stockholders
present in person or by proxy at a duly convened meeting at which a quorum is
present may continue to transact business until adjournment, notwithstanding the
departure of enough stockholders to leave less than a quorum of the voting
power.



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         Section 2.7 Voting.

                  (a) Unless otherwise provided in the NRS, the Amended and
Restated Articles of Incorporation, as amended, or the resolution providing for
the issuance of preferred stock adopted by the Board of Directors pursuant to
authority expressly vested in it by the provisions of the Amended and Restated
Articles of Incorporation, as amended, each stockholder of record, or such
stockholder's duly authorized proxy, shall be entitled to one vote for each
share of voting stock standing registered in such stockholder's name at the
close of business on the record date.

                  (b) Except as otherwise provided herein, all votes with
respect to shares standing in the name of an individual at the close of business
on the record date (including pledged shares) shall be cast only by that
individual or such individual's duly authorized proxy. With respect to shares
held by a representative of the estate of a deceased stockholder, or a guardian,
conservator, custodian or trustee, even though the shares do not stand in the
name of such holder, votes may be cast by such holder upon proof of such
representative capacity. In the case of shares under the control of a receiver,
the receiver may cast votes carried by such shares even though the shares do not
stand of record in the name of the receiver; provided that the order of a court
of competent jurisdiction which appoints the receiver includes the authority to
cast votes carried by such shares. If shares stand of record in the name of a
minor, votes may be cast by the duly appointed guardian of the estate of such
minor only if such guardian has provided the Corporation with written proof of
such appointment.

                  (c) With respect to shares standing of record in the name of
another corporation, partnership, limited liability company or other legal
entity on the record date, votes may be cast (i) in the case of a corporation,
by such individual as the bylaws of such other corporation prescribe, by such
individual as may be appointed by resolution of the board of directors of such
other corporation or by such individual (including, without limitation, the
officer making the authorization) authorized in writing to do so by the chairman
of the board, if any, president, chief executive officer, if any, or any vice
president of such corporation, and (ii) in the case of a partnership, limited
liability company or other legal entity, by an individual representing such
stockholder upon presentation to the Corporation of satisfactory evidence of his
or her authority to do so.

                  (d) Notwithstanding anything to the contrary contained herein
and except for the Corporation's shares held in a fiduciary capacity, the
Corporation shall not vote, directly or indirectly, shares of its own stock
owned by it and such shares shall not be counted in determining the total number
of outstanding shares entitled to vote.



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                  (e) Any holder of shares entitled to vote on any matter may
cast a portion of the votes in favor of such matter and refrain from casting the
remaining votes or cast the same against the proposal, except in the case of
elections of directors. If such holder entitled to vote does vote any of such
stockholder's shares affirmatively and fails to specify the number of
affirmative votes, it will be conclusively presumed that the holder is casting
affirmative votes with respect to all shares held.

                  (f) With respect to shares standing of record in the name of
two or more persons, whether fiduciaries, members of a partnership, joint
tenants, tenants in common, husband and wife as community property, tenants by
the entirety, voting trustees or otherwise, and shares held by two or more
persons (including proxy holders) having the same fiduciary relationship in
respect to the same shares, votes may be cast in the following manner:

                           (i) If only one person votes, the vote of such person
binds all.

                           (ii) If more than one person casts votes, the act of
the majority so voting binds all.

                           (iii) If more than one person casts votes, but the
vote is evenly split on a particular matter, the votes shall be deemed cast
proportionately, as split.

                  (g) If a quorum is present, unless the Amended and Restated
Articles of Incorporation, as amended, these Amended and Restated Bylaws, as
amended, the NRS or other applicable law provides for a different proportion,
action by the stockholders entitled to vote on a matter, other than the election
of directors, is approved by and is the act of the stockholders if the number of
votes cast in favor of the action exceeds the number of votes cast in opposition
to the action, unless voting by classes or series is required for any action of
the stockholders by the laws of the State of Nevada, the Amended and Restated
Articles of Incorporation, as amended, or these Amended and Restated Bylaws, as
amended, in which case the number of votes cast in favor of the action by the
voting power of each such class or series must exceed the number of votes cast
in opposition to the action by the voting power of each such class or series.

                  (h) If a quorum is present, directors shall be elected by a
plurality of the votes cast.

         Section 2.8 Actions at Meetings Not Regularly Called; Ratification and
Approval.

                  (a) Whenever all persons entitled to vote at any meeting
consent, either by (i) a writing on the records of the meeting or filed with the
secretary, (ii) presence at such meeting and oral consent entered on the minutes
or (iii) taking part in the deliberations at such meeting without objection,
such meeting shall be as valid as if it were a meeting regularly called and
noticed.

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                  (b) At such meeting, any business may be transacted which is
not excepted from the written consent, or to the consideration of which no
objection for want of notice is made at the time.

                  (c) If any meeting be irregular for want of notice or of such
consent, provided a quorum was present at such meeting, the proceedings of the
meeting may be ratified and approved and rendered likewise valid and the
irregularity or defect therein waived by a writing signed by all parties having
the right to vote at such meeting.

                  (d) Such consent or approval may be by proxy or power of
attorney, but all such proxies and powers of attorney must be in writing.

         Section 2.9 Proxies. At any meeting of stockholders, any holder of
shares entitled to vote may designate, in a manner permitted by the laws of the
State of Nevada, another person or persons to act as a proxy or proxies. If a
stockholder designates two or more persons to act as proxies, then a majority of
those persons present at the meeting has and may exercise all of the powers
conferred by the stockholder or, if only one such person is present, then that
one has and may exercise all of the powers conferred by the stockholder, unless
the stockholder provides otherwise. Every proxy shall continue in full force and
effect until its expiration or revocation in a manner permitted by the laws of
the State of Nevada.

         Section 2.10 Telephonic Meetings. Stockholders may participate in a
meeting of the stockholders by means of a telephone conference or similar method
of communication by which all individuals participating in the meeting can hear
each other. Participation in a meeting pursuant to this Section 2.10 constitutes
presence in person at the meeting.

         Section 2.11 Action Without a Meeting. No action shall be taken by the
stockholders except at an annual or special meeting of the stockholders called
and noticed in the manner required by these Bylaws.

         Section 2.12 Organization.

                  (a) Meetings of stockholders shall be presided over by the
chairman of the board, or, in the absence of the chairman, by the vice-chairman
of the board, or in the absence of the vice-chairman, the president, or, in the
absence of the president, by the chief executive officer, if any, or, in the
absence of the foregoing persons, by a chairman designated by the Board of
Directors, or, in the absence of such designation by the Board of Directors, by
a chairman chosen at the meeting by the stockholders entitled to cast a majority
of the votes which all stockholders present in person or by proxy are entitled
to cast. The secretary, or, in the absence of the secretary, an assistant
secretary, shall act as secretary of the meeting, but, in the absence of the
secretary and any assistant secretary, the chairman of the meeting may appoint
any person to act as secretary of the meeting. The order of business at each
such meeting shall be as determined by the chairman of the meeting. The chairman
of the meeting shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts and things as are necessary
or desirable for the proper conduct of the meeting, including, without
limitation, the establishment of procedures for the maintenance of order and
safety, limitation on the time allotted to questions or comments on the affairs
of the Corporation, restrictions on entry to such meeting after the time
prescribed for the commencement thereof and the opening and closing of the
voting polls.

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                  (b) The chairman of the meeting may appoint one or more
inspectors of elections. The inspector or inspectors may (i) ascertain the
number of shares outstanding and the voting power of each, (ii) determine the
number of shares represented at a meeting and the validity of proxies or
ballots, (iii) count all votes and ballots, (iv) determine any challenges made
to any determination made by the inspector(s) and (v) certify the determination
of the number of shares represented at the meeting and the count of all votes
and ballots.

         Section 2.13 Absentees' Consent to Meetings. Transactions made at any
meeting of the stockholders are as valid as though made at a meeting duly held
after regular call and notice, if a quorum is represented, either in person or
by proxy, and if, either before or after the meeting, each of the persons
entitled to vote, not represented in person or by proxy (and those who, although
present, either object at the beginning of the meeting to the transaction of any
business because the meeting has not been lawfully called or convened or
expressly object at the meeting to the consideration of matters not included in
the notice which are legally or by the terms of these Amended and Restated
Bylaws, as amended, required to be included therein), signs a written waiver of
notice and/or consent to the holding of the meeting or an approval of the
minutes thereof. All such waivers, consents, and approvals shall be filed with
the corporate records and made a part of the minutes of the meeting. Attendance
of a person at a meeting shall constitute a waiver of notice of such meeting,
except when the person objects at the beginning of the meeting to the
transaction of any business because the meeting is not lawfully called, noticed
or convened and except that attendance at a meeting is not a waiver of any right
to object to the consideration of matters not properly included in the notice if
such objection is expressly made at the time any such matters are presented at
the meeting. Neither the business to be transacted at nor the purpose of any
regular or special meeting of stockholders need be specified in any written
waiver of notice or consent, except as otherwise provided in these Amended and
Restated Bylaws, as amended.

         Section 2.14 Director Nominations. Subject to the rights, if any, of
the holders of preferred stock to nominate and elect directors, nominations of
persons for election to the Board of Directors may be made by the Board of
Directors, by a committee appointed by the Board of Directors or by any
stockholder of record entitled to vote in the election of directors who complies
with the notice procedures set forth in Section 2.15 below.

         Section 2.15 Advance Notice of Stockholder Proposals and Director
Nominations by Stockholders.

                  (a) At any annual or special meeting of stockholders,
proposals by stockholders and persons nominated for election as directors by
stockholders shall be considered only if advance notice thereof has been timely
given by the stockholder as provided herein and such proposals or nominations
are otherwise proper for consideration under applicable law, the Amended and
Restated Articles of Incorporation, as amended, and these Amended and Restated
Bylaws, as amended. Notice of any proposal to be presented by any stockholder or
of the name of any person to be nominated by any stockholder for election as a
director of the Corporation at any meeting of stockholders shall be delivered to
the secretary of the Corporation at its principal office not less than 60 nor
more than 90 days prior to the day of the meeting; provided, however, that if
the date of the meeting is first publicly announced or disclosed (in a public
filing or otherwise) less than 70 days prior to the day of the meeting, such
advance notice shall be given not more than 10 days after such date is first so
announced or disclosed. Public notice shall be deemed to have been given more
than 70 days in advance of the annual meeting if the Corporation shall have
previously disclosed, in these Amended and Restated Bylaws, as amended, or
otherwise, that the annual meeting in each year is to be held on a determinable
date, unless and until the Board of Directors determines to hold the meeting on
a different date. For purposes of this Section 2.15, public disclosure of the
date of a forthcoming meeting may be made by the Corporation not only by giving
formal notice of the meeting, but also by notice to a national securities
exchange, the Nasdaq National Market or the Nasdaq SmallCap Market (if the
Corporation's common stock is then listed on such exchange or quoted on either
such Nasdaq market), by filing a report under Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Act") (if the Corporation is
then subject thereto), by mailing or electronic transmission to stockholders in
accordance with these Amended and Restated Bylaws, as amended, or by a general
press release.

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                  (b) Any stockholder who gives notice of any such proposal
shall deliver therewith the text of the proposal to be presented and a brief
written statement of the reasons such stockholder favors the proposal and
setting forth such stockholder's name and address, the number and class of all
shares of each class of stock of the Corporation beneficially owned by such
stockholder and any material interest of such stockholder in the proposal (other
than as a stockholder). Any stockholder desiring to nominate any person for
election as a director of the Corporation shall deliver with such notice a
statement, in writing, setting forth (i) the name of the person to be nominated,
(ii) the number and class of all shares of each class of stock of the
Corporation beneficially owned by such person, (iii) the information regarding
such person required by Item 401 of Regulation S-B adopted by the Securities and
Exchange Commission (the "SEC") (or the corresponding provisions of any
regulation subsequently adopted by the SEC applicable to the Corporation) and
any other information regarding such person which would be required to be
included in a proxy statement filed pursuant to the proxy rules of the SEC, had
such nominee been nominated, or intended to be nominated by the Board of
Directors, (iv) such person's signed consent to serve as a director of the
Corporation if elected, (v) such stockholder's name and address and the number
and class of all shares of each class of stock of the Corporation beneficially
owned by such stockholder, (vi) a representation that such stockholder is a
holder of record of stock of the Corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice and (vii) a description of all
arrangements or understandings between the stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nominations are to be made by the stockholder. As used herein, shares
"beneficially owned" shall mean all shares as to which such person, together
with such person's affiliates and associates (as defined in Rule 12b-2 under the
Act), may be deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under
the Act, as well as all shares as to which such person, together with such
person's affiliates and associates, has a right to become the beneficial owner
pursuant to any agreement or understanding, whereupon the exercise of warrants,
options or rights to convert or exchange (whether such rights are exercisable
immediately or only after the passage of time or the occurrence of conditions).
The person presiding at the meeting shall determine whether such notice has been
duly given and shall direct that proposals and nominees not be considered if
such notice has not been duly given. Notwithstanding anything in these Amended
and Restated Bylaws, as amended, to the contrary, no business shall be conducted
at a meeting except in accordance with the procedures set forth in this Section
2.15. Notwithstanding the foregoing provisions hereof, a stockholder shall also
comply with all applicable requirements of the Act, and the rules and
regulations thereunder, with respect to the matters set forth herein.

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                                  ARTICLE III
                                    DIRECTORS

         Section 3.1 General Powers; Performance of Duties. The business and
affairs of the Corporation shall be managed by or under the direction of the
Board of Directors, except as otherwise provided in Chapter 78 of the NRS or the
Amended and Restated Articles of Incorporation, as amended.

         Section 3.2 Number, Tenure, and Qualifications. The Board of Directors
of the Corporation shall consist of at least one individual but not more than 15
individuals. The number of directors within the foregoing fixed minimum and
maximum may be established and changed from time to time by resolution adopted
by the Board of Directors or the stockholders without amendment to these Amended
and Restated Bylaws, as amended, or the Amended and Restated Articles of
Incorporation, as amended. Each director shall hold office until his or her
successor shall be elected or appointed or until his or her earlier death,
retirement, disqualification, resignation or removal. No reduction of the number
of directors shall have the effect of removing any director prior to the
expiration of his or her term of office. No provision of this Section 3.2 shall
restrict the right of the Board of Directors to fill vacancies or the right of
the stockholders to remove directors as hereinafter provided.

         Section 3.3 Chairman of the Board. The Board of Directors shall elect a
chairman of the board from the members of the Board of Directors, who shall
preside at all meetings of the Board of Directors and stockholders at which he
or she shall be present and shall have and may exercise such powers as may, from
time to time, be assigned to him or her by the Board of Directors, or these
Amended and Restated Bylaws, as amended, or as may be provided by law.

         Section 3.4 Vice-Chairman of the Board. The Board of Directors shall
elect a vice-chairman of the board from the members of the Board of Directors
who shall preside at all meetings of the Board of Directors and stockholders at
which he or she shall be present and the chairman is not present and shall have
and may exercise such powers as may, from time to time, be assigned to him or
her by the Board of Directors, or these Amended and Restated Bylaws, as amended,
or as may be provided by law.

         Section 3.5 Elections. At each annual meeting of stockholders,
successors to the directors shall be elected to hold office until the next
annual meeting of stockholders and until his or her successor shall have been
elected and qualified. The number of directors shall be established from time to
time by resolution of the Board of Directors and shall be increased or decreased
by resolution of the Board of Directors, as may be appropriate whenever the
total number of directors is increased or decreased.

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         Section 3.6 Removal and Resignation of Directors. Subject to any rights
of the holders of preferred stock, and except as otherwise provided in the NRS,
any director may be removed from office with or without cause by the affirmative
vote of the holders of not less than two-thirds (2/3) of the voting power of the
issued and outstanding stock of the Corporation entitled to vote generally in
the election of directors, excluding stock entitled to vote only upon the
happening of a fact or event unless such fact or event shall have occurred. In
addition, the Board of Directors by majority vote may declare vacant the office
of a director who has been declared incompetent by a court of competent
jurisdiction or convicted of a felony. Any director may resign effective upon
giving written notice, unless the notice specifies a later time for
effectiveness of such resignation, to the chairman of the board, if any, the
president or the secretary, or in the absence of all of them, any other officer
of the Corporation. Notwithstanding any later effective date set forth in such
notice, the Board of Directors may elect to treat the resignation as effective
immediately upon receipt.

         Section 3.7 Vacancies; Newly Created Directorships. Subject to any
rights of the holders of preferred stock, any vacancies on the Board of
Directors resulting from death, resignation, retirement, disqualification,
removal from office, or other cause, and newly created directorships resulting
from any increase in the authorized number of directors, may be filled by a
majority vote of the directors then in office or by a sole remaining director,
in either case though less than a quorum, and the director(s) so chosen shall
hold office for a term expiring at the next annual meeting of stockholders at
which the term of the class to which he or she has been elected expires, or
until his or her earlier resignation or removal. No decrease in the number of
directors constituting the Board of Directors shall shorten the term of any
incumbent directors.

         Section 3.8 Annual and Regular Meetings. Immediately following the
adjournment of, and at the same place as, the annual or any special meeting of
the stockholders at which directors are elected, the Board of Directors,
including directors newly elected, shall hold its annual meeting without call or
notice, other than this provision, to elect officers and to transact such
further business as may be necessary or appropriate. The Board of Directors may
provide by resolution the place, date and hour for holding regular meetings
between annual meetings.

         Section 3.9 Special Meetings. Subject to any rights of the holders of
preferred stock and except as otherwise required by law, special meetings of the
Board of Directors may be called by the chairman of the board, or if there be no
chairman of the board, by the president, chief executive officer, if any, or
secretary, and shall be called by the chairman of the board, if any, the
president, the chief executive officer, if any, or the secretary upon the
request of any two directors, or, if there are fewer than two directors, upon
the request of those directors. If the chairman of the board, or if there be no
chairman of the board, each of the president, chief executive officer, if any,
and secretary, refuses or neglects to call such special meeting, a special
meeting may be called by notice signed by any two directors.

         Section 3.10 Place of Meetings. Any regular or special meeting of the
Board of Directors may be held at such place as the Board of Directors, or in
the absence of such designation, as the notice calling such meeting, may
designate. A waiver of notice signed by the directors may designate any place
for the holding of such meeting.

                                      -10-
<PAGE>

         Section 3.11 Notice of Meetings. Except as otherwise provided in
Section 3.9 above, there shall be delivered to each director at the address
appearing for him or her on the records of the Corporation, at least twenty-four
(24) hours before the time of such meeting, a copy of a written notice of any
meeting (a) by delivery of such notice personally, (b) by mailing such notice
postage prepaid, (c) by facsimile, (d) by overnight courier, (e) by telegram, or
(f) by electronic transmission or electronic writing, including, but not limited
to, e-mail. If mailed to an address inside the United States, the notice shall
be deemed delivered two business days following the date the same is deposited
in the United States mail, postage prepaid. If mailed to an address outside the
United States, the notice shall be deemed delivered four business days following
the date the same is deposited in the United States mail, postage prepaid. If
sent via facsimile, by electronic transmission or electronic writing, including,
but not limited to, e-mail, the notice shall be deemed delivered upon sender's
receipt of confirmation of the successful transmission. If sent via overnight
courier, the notice shall be deemed delivered the business day following the
delivery of such notice to the courier. If the address of any director is
incomplete or does not appear upon the records of the Corporation, it will be
sufficient to address any notice to such director at the registered office of
the Corporation. Any director may waive notice of any meeting, and the
attendance of a director at a meeting and oral consent entered on the minutes of
such meeting shall constitute waiver of notice of the meeting unless such
director objects, prior to the transaction of any business, that the meeting was
not lawfully called, noticed or convened. Attendance for the express purpose of
objecting to the transaction of business thereat because the meeting was not
properly called or convened shall not constitute presence or a waiver of notice
for purposes hereof.

         Section 3.12 Quorum; Adjourned Meetings.

                  (a) A majority of the directors in office, at a meeting duly
assembled, is necessary to constitute a quorum for the transaction of business.

                  (b) At any meeting of the Board of Directors where a quorum is
not present, a majority of those present may adjourn, from time to time, until a
quorum is present, and no notice of such adjournment shall be required. At any
adjourned meeting where a quorum is present, any business may be transacted
which could have been transacted at the meeting originally called.

         Section 3.13 Manner of Acting. Except as provided in Section 3.16
below, the affirmative vote of a majority of the directors present at a meeting
at which a quorum is present is the act of the Board of Directors.

         Section 3.14 Telephonic Meetings. Members of the Board of Directors or
of any committee designated by the Board of Directors may participate in a
meeting of the Board of Directors or such committee by means of a telephone
conference or video conference or similar method of communication by which all
persons participating in such meeting can hear each other. Participation in a
meeting pursuant to this Section 3.14 constitutes presence in person at the
meeting.

         Section 3.15 Action Without Meeting. Any action required or permitted
to be taken at a meeting of the Board of Directors or of a committee thereof may
be taken without a meeting if, before or after the action, a written consent
thereto is signed by all of the members of the Board of Directors or the
committee. The written consent may be signed in counterparts, including, without
limitation, facsimile counterparts, and shall be filed with the minutes of the
proceedings of the Board of Directors or committee.

                                      -11-
<PAGE>

         Section 3.16 Powers and Duties.

                  (a) Except as otherwise restricted by the laws of the State of
Nevada or the Amended and Restated Articles of Incorporation, as amended, the
Board of Directors has full control over the business and affairs of the
Corporation. The Board of Directors may delegate any of its authority to manage,
control or conduct the business of the Corporation to any standing or special
committee, or to any officer or agent, and to appoint any persons to be agents
of the Corporation with such powers, including the power to subdelegate, and
upon such terms as may be deemed fit.

                  (b) The Board of Directors, in its discretion, or the officer
of the Corporation presiding at a meeting of stockholders, in his or her
discretion, may (i) require that any votes cast at such meeting shall be cast by
written ballot and/or (ii) submit any contract or act for approval or
ratification at any annual meeting of the stockholders or any special meeting
properly called and noticed for the purpose of considering any such contract or
act, provided a quorum is present.

                  (c) The Board of Directors may, by resolution passed by a
majority of the Board of Directors, 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, who may replace any absent or disqualified member at any meeting
of the committee. In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he, she 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. Subject to applicable law and
to the extent provided in the resolution of the Board of Directors, any such
committee shall have and may exercise all the powers of the Board of Directors
in the management of the business and affairs of the Corporation. Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the Board of Directors. The committees shall keep
regular minutes of their proceedings and report the same to the Board of
Directors when required.

         Section 3.17 Compensation. The Board of Directors, without regard to
personal interest, may establish the compensation of directors for services in
any capacity. If the Board of Directors establishes the compensation of
directors pursuant to this Section 3.17, such compensation is presumed to be
fair to the Corporation unless proven unfair by a preponderance of the evidence.

         Section 3.18 Organization. Meetings of the Board of Directors shall be
presided over by the chairman of the board, or in the absence of the chairman of
the board, by the vice-chairman, or in his or her absence, by a chairman chosen
at the meeting. The secretary, or in the absence of the secretary, an assistant
secretary, shall act as secretary of the meeting, but in the absence of the
secretary and any assistant secretary, the chairman of the meeting may appoint
any person to act as secretary of the meeting. The order of business at each
such meeting shall be as determined by the chairman of the meeting.

                                      -12-
<PAGE>

                                   ARTICLE IV
                                    OFFICERS

         Section 4.1 Election. The Board of Directors, at its annual meeting,
shall elect and appoint a president, a secretary and a treasurer. Said officers
shall serve until the next succeeding annual meeting of the Board of Directors
and until their respective successors are elected and appointed, and shall
qualify until their earlier resignations or removals. The Board of Directors may
from time to time, by resolution, elect or appoint such other officers and
agents as it may deem advisable, who shall hold office at the will and pleasure
of the Board of Directors, and shall have such powers and duties and be paid
such compensation as may be directed by the Board of Directors. Any individual
may hold two or more offices.

         Section 4.2 Removal; Resignation. Any officer or agent elected or
appointed by the Board of Directors may be removed by the Board of Directors
with or without cause. Any officer may resign at any time upon written notice to
the Corporation. Any such removal or resignation shall be subject to the rights,
if any, of the respective parties under any contract between the Corporation and
such officer or agent.

         Section 4.3 Vacancies. Any vacancy in any office caused by death,
resignation, removal or otherwise may be filled by the Board of Directors for
the unexpired portion of the term of such office.

         Section 4.4 Chief Executive Officer. The Board of Directors may elect a
chief executive officer who, subject to the supervision and control of the Board
of Directors, shall have the ultimate responsibility for the management and
control of the business and affairs of the Corporation and perform such other
duties and have such other powers as are delegated to him or her by the Board of
Directors, or these Amended and Restated Bylaws, as amended, or as may be
provided by law.

         Section 4.5 President. The president, subject to the supervision and
control of the Board of Directors, shall in general actively supervise and
control the business and affairs of the Corporation. The president shall keep
the Board of Directors fully informed as the Board of Directors may request and
shall consult the Board of Directors concerning the business of the Corporation.
The president shall perform such other duties and have such other powers as are
delegated and assigned to him or her by the Board of Directors, the chief
executive officer, if any, or these Amended and Restated Bylaws, as amended, or
as may be provided by law.

         Section 4.6 Vice Presidents. The Board of Directors may elect one or
more vice presidents. In the absence or disability of the president, or at the
president's request, the vice president or vice presidents, in order of their
rank as fixed by the Board of Directors, and if not ranked, the vice presidents
in the order designated by the Board of Directors, or in the absence of such
designation, in the order designated by the president, shall perform all of the
duties of the president, and when so acting, shall have all the powers of, and
be subject to all the restrictions on, the president. Each vice president shall
perform such other duties and have such other powers as are delegated and
assigned to him or her by the Board of Directors, the president, or these
Amended and Restated Bylaws, as amended, or as may be provided by law.

                                      -13-
<PAGE>

         Section 4.7 Secretary. The secretary shall attend all meetings of the
stockholders, the Board of Directors and any committees, and shall keep, or
cause to be kept, the minutes of proceedings thereof in books provided for that
purpose. He or she shall keep, or cause to be kept, a register of the
stockholders of the Corporation and shall be responsible for the giving of
notice of meetings of the stockholders, the Board of Directors and any
committees, and shall see that all notices are duly given in accordance with the
provisions of these Amended and Restated Bylaws, as amended, or as required by
law. The secretary shall be custodian of the corporate seal (if any), the
records of the Corporation, the stock certificate books, transfer books and
stock ledgers, and such other books and papers as the Board of Directors or
appropriate committee may direct. The secretary shall perform all other duties
commonly incident to his or her office and shall perform such other duties as
are assigned to him or her by the Board of Directors, the chief executive
officer, if any, the president, or these Amended and Restated Bylaws, as
amended, or as may be provided by law.

         Section 4.8 Assistant Secretaries. An assistant secretary shall, at the
request of the secretary or in the absence or disability of the secretary,
perform all the duties of the secretary. He or she shall perform such other
duties as are assigned to him or her by the Board of Directors, the chief
executive officer, if any, the president, or these Amended and Restated Bylaws,
as amended, or as may be provided by law.

         Section 4.9 Treasurer. The treasurer, subject to the order of the Board
of Directors, shall have the care and custody of, and be responsible for, all of
the money, funds, securities, receipts and valuable papers, documents and
instruments of the Corporation, and all books and records relating thereto. The
treasurer shall keep, or cause to be kept, full and accurate books of accounts
of the Corporation's transactions, which shall be the property of the
Corporation, and shall render financial reports and statements of condition of
the Corporation when so requested by the Board of Directors, the chairman of the
board, if any, the chief executive officer, if any, or the president. The
treasurer shall perform all other duties commonly incident to his or her office
and such other duties as may, from time to time, be assigned to him or her by
the Board of Directors, the chief executive officer, if any, the president, or
these Amended and Restated Bylaws, as amended, or as may be provided by law. The
treasurer shall, if required by the Board of Directors, give bond to the
Corporation in such sum and with such security as shall be approved by the Board
of Directors for the faithful performance of all the duties of the treasurer and
for restoration to the Corporation, in the event of the treasurer's death,
resignation, retirement or removal from office, of all books, records, papers,
vouchers, money and other property in the treasurer's custody or control and
belonging to the Corporation. The expense of such bond shall be borne by the
Corporation. If a chief financial officer of the Corporation has not been
appointed, the treasurer may be deemed the chief financial officer of the
Corporation.

         Section 4.10 Assistant Treasurers. An assistant treasurer shall, at the
request of the treasurer, or in the absence or disability of the treasurer,
perform all the duties of the treasurer. He or she shall perform such other
duties as are assigned to him or her by the Board of Directors, the chief
executive officer, the president, the treasurer, or these Amended and Restated
Bylaws, as amended, or as may be provided by law. The Board of Directors may
require an assistant treasurer to give a bond to the Corporation in such sum and
with such security as it may approve, for the faithful performance of the duties
of the assistant treasurer, and for restoration to the Corporation, in the event
of the assistant treasurer's death, resignation, retirement or removal from
office, of all books, records, papers, vouchers, money and other property in the
assistant treasurer's custody or control and belonging to the Corporation. The
expense of such bond shall be borne by the Corporation.

                                      -14-
<PAGE>

         Section 4.11 Execution of Negotiable Instruments, Deeds and Contracts.
All (a) checks, drafts, notes, bonds, bills of exchange, and orders for the
payment of money of the Corporation, (b) deeds, mortgages, proxies, powers of
attorney and other written contracts, documents, instruments and agreements to
which the Corporation shall be a party and (c) assignments or endorsements of
stock certificates, registered bonds or other securities owned by the
Corporation, shall be signed in the name of the Corporation by such officers or
other persons as the Board of Directors may from time to time designate. The
Board of Directors may authorize the use of the facsimile signatures of any such
persons. Any officer of the Corporation shall be authorized to attend, act and
vote or designate another officer or an agent of the Corporation to attend, act
and vote at any meeting of the owners of any entity in which the Corporation may
own an interest or to take action by written consent in lieu thereof. Such
officer or agent, at any such meeting or by such written action, shall possess
and may exercise on behalf of the Corporation any and all rights and powers
incident to the ownership of such interest.

                                   ARTICLE V
                                  CAPITAL STOCK

         Section 5.1 Issuance. Shares of the Corporation's authorized capital
stock shall, subject to any provisions or limitations of the laws of the State
of Nevada, the Amended and Restated Articles of Incorporation, as amended, or
any contracts or agreements to which the Corporation may be a party, be issued
in such manner, at such times, upon such conditions and for such consideration
as shall be prescribed by the Board of Directors.

         Section 5.2 Stock Certificates and Uncertified Shares.

                  (a) 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
president, the chief executive officer, if any, or a vice president, and by the
secretary or an assistant secretary, of the Corporation (or any other two
officers or agents so authorized by the Board of Directors), certifying the
number of shares of stock owned by him, her or it in the Corporation; provided,
however, whenever such certificate is countersigned or otherwise authenticated
by a transfer agent or a transfer clerk and by a registrar (other than the
Corporation), then a facsimile of the signatures of any corporate officers or
agents, the transfer agent, transfer clerk or the registrar of the Corporation
may be printed or lithographed upon the certificate in lieu of the actual
signatures. In the event that any officer or officers who have signed, or whose
facsimile signatures have been used on any certificate or certificates for stock
cease to be an officer or officers because of death, resignation or other
reason, before the certificate or certificates for stock have been delivered by
the Corporation, the certificate or certificates may nevertheless be adopted by
the Corporation and be issued and delivered as though the person or persons who
signed the certificate or certificates, or whose facsimile signature or
signatures have been used thereon, had not ceased to be an officer or officers
of the Corporation.



                                      -15-
<PAGE>

                  (b) Each certificate representing shares shall state the
following upon the face thereof: the name of the state of the Corporation's
organization; the name of the person to whom issued; the number and class of
shares and the designation of the series, if any, which such certificate
represents; and the par value of each share, if any, represented by such
certificate or a statement that the shares are without par value. Certificates
of stock shall be in such form consistent with law as shall be prescribed by the
Board of Directors. No certificate shall be issued until the shares represented
thereby are fully paid. In addition to the above, all certificates evidencing
shares of the Corporation's stock or other securities issued by the Corporation
shall contain such legend or legends as may from time to time be required by the
NRS or such other federal, state or local laws or regulations then in effect.

         Section 5.3 Surrendered; Lost or Destroyed Certificates. All
certificates surrendered to the Corporation, except those representing shares of
treasury stock, shall be canceled and no new certificate shall be issued until
the former certificate for a like number of shares shall have been canceled,
except that in case of a lost, stolen, destroyed or mutilated certificate, a new
one may be issued therefor. However, any stockholder applying for the issuance
of a stock certificate in lieu of one alleged to have been lost, stolen,
destroyed or mutilated shall, prior to the issuance of a replacement, provide
the Corporation with his, her or its affidavit of the facts surrounding the
loss, theft, destruction or mutilation and, if required by the Board of
Directors, an indemnity bond in an amount not less than twice the current market
value of the stock, and upon such terms as the treasurer or the Board of
Directors shall require, which shall indemnify the Corporation against any loss,
damage, cost or inconvenience arising as a consequence of the issuance of a
replacement certificate.

         Section 5.4 Replacement Certificate. When the Amended and Restated
Articles of Incorporation are amended in any way affecting the statements
contained in the certificates for outstanding shares of capital stock of the
Corporation or it becomes desirable for any reason, in the discretion of the
Board of Directors, including, without limitation, the merger of the Corporation
with another corporation or the conversion or reorganization of the Corporation,
to cancel any outstanding certificate for shares and issue a new certificate
therefor conforming to the rights of the holder, the Board of Directors may
order any holders of outstanding certificates for shares to surrender and
exchange the same for new certificates within a reasonable time to be fixed by
the Board of Directors. The order may provide that a holder of any
certificate(s) ordered to be surrendered shall not be entitled to vote, receive
distributions or exercise any other rights of stockholders of record until the
holder has complied with the order, but the order operates to suspend such
rights only after notice and until compliance.

         Section 5.5 Transfer of Shares. No transfer of stock shall be valid as
against the Corporation except on surrender and cancellation of the
certificate(s) therefor accompanied by an assignment or transfer by the
registered owner made either in person or under assignment. Whenever any
transfer shall be expressly made for collateral security and not absolutely, the
collateral nature of the transfer shall be reflected in the entry of transfer in
the records of the Corporation.

                                      -16-
<PAGE>

         Section 5.6 Transfer Agent; Registrars. The Board of Directors may
appoint one or more transfer agents, transfer clerks and registrars of transfer
and may require all certificates for shares of stock to bear the signature of
such transfer agents, transfer clerks and/or registrars of transfer.

         Section 5.7 Miscellaneous. The Board of Directors shall have the power
and authority to make such rules and regulations not inconsistent herewith as it
may deem expedient concerning the issue, transfer, and registration of
certificates for shares of the Corporation's stock.

                                   ARTICLE VI
                                  DISTRIBUTIONS

         Distributions may be declared, subject to the provisions of the laws of
the State of Nevada and the Amended and Restated Articles of Incorporation, as
amended, by the Board of Directors and may be paid in cash, property, shares of
corporate stock or any other medium. The Board of Directors may fix in advance a
record date, in accordance with and as provided in Section 2.5 above, prior to
the distribution for the purpose of determining stockholders entitled to receive
any distribution.

                                  ARTICLE VII
                  RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS

         Section 7.1 Records. All original records of the Corporation shall be
kept at the principal office of the Corporation by or under the direction of the
secretary or at such other place or by such other person as may be prescribed by
these Amended and Restated Bylaws, as amended, or the Board of Directors.

         Section 7.2 Corporate Seal. The Board of Directors may, by resolution,
authorize a seal and the seal may be used by causing it, or a facsimile, to be
impressed or affixed or reproduced or otherwise. Except when otherwise
specifically provided herein, any officer of the Corporation shall have the
authority to affix the seal to any document requiring it.

         Section 7.3 Fiscal Year-End. The fiscal year-end of the Corporation
shall be such date as may be fixed from time to time by resolution of the Board
of Directors.

         Section 7.4 Reserves. The Board of Directors may create, by resolution,
such reserves as the directors may, from time to time, in their discretion, deem
proper to provide for contingencies, to equalize distributions or to repair or
maintain any property of the Corporation or for such other purpose as the Board
of Directors may deem beneficial to the Corporation, and the Board of Directors
may modify or abolish any such reserves in the manner in which they were
created.


                                      -17-
<PAGE>


                                  ARTICLE VIII
                                 INDEMNIFICATION

         Section 8.1 Indemnification and Insurance.

         (a) Indemnification of Directors and Officers.

                           (i) For purposes of this Article, (A) "Indemnitee"
shall mean each director or officer who was or is a party to, or is threatened
to be made a party to, or is otherwise involved in, any Proceeding (as
hereinafter defined), by reason of the fact that he or she is or was a director
or officer of the Corporation or is or was serving in any capacity at the
request of the Corporation as a director, officer, employee, agent, partner,
member, manager or fiduciary of, or in any other capacity for, another
corporation or any partnership, joint venture, limited liability company, trust,
or other enterprise, and (B) "Proceeding" shall mean any threatened, pending, or
completed action, suit or proceeding (including, without limitation, an action,
suit or proceeding by or in the right of the Corporation), whether civil,
criminal, administrative, or investigative.

                           (ii) Each Indemnitee shall be indemnified and held
harmless by the Corporation, to the fullest extent permitted by Nevada law,
against all expense, liability and loss (including, without limitation,
attorneys' fees, judgments, fines, taxes, penalties, and amounts paid or to be
paid in settlement) reasonably incurred or suffered by the Indemnitee in
connection with any Proceeding; provided that such Indemnitee either is not
liable pursuant to NRS 78.138 or acted in good faith and in a manner such
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Corporation and, with respect to any Proceeding that is criminal in nature,
had no reasonable cause to believe that his or her conduct was unlawful. The
termination of any Proceeding, by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the Indemnitee is liable pursuant to NRS 78.138 or did not act
in good faith and in a manner in which he or she reasonably believed to be in or
not opposed to the best interests of the Corporation, or that, with respect to
any criminal proceeding, he or she had reasonable cause to believe that his or
her conduct was unlawful. The Corporation shall not indemnify an Indemnitee for
any claim, issue or matter as to which the Indemnitee has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the Corporation or for any amounts paid in settlement to the
Corporation, unless and only to the extent that the court in which the
Proceeding was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the Indemnitee is
fairly and reasonably entitled to indemnity for such amounts as the court deems
proper. Except as so ordered by a court and for advancement of expenses pursuant
to this Section 8.1, indemnification may not be made to or on behalf of an
Indemnitee if a final adjudication establishes that his or her acts or omissions
involved intentional misconduct, fraud or a knowing violation of law and was
material to the cause of action. Notwithstanding anything to the contrary
contained in these Amended and Restated Bylaws, as amended, no director or
officer may be indemnified for expenses incurred in defending any threatened,
pending or completed action, suit or proceeding (including, without limitation,
an action, suit or proceeding by or in the right of the Corporation), whether
civil, criminal, administrative or investigative, that such director or officer
incurred in his or her capacity as a stockholder.

                                      -18-
<PAGE>

                           (iii) Indemnification pursuant to this Section 8.1
shall continue as to an Indemnitee who has ceased to be a director or officer of
the Corporation or a director, officer, employee, agent, partner, member,
manager or fiduciary of, or to serve in any other capacity for, another
corporation or any partnership, joint venture, limited liability company, trust,
or other enterprise and shall inure to the benefit of his or her heirs,
executors and administrators.

                           (iv) The expenses of Indemnitees must be paid by the
Corporation or through insurance purchased and maintained by the Corporation or
through other financial arrangements made by the Corporation, as they are
incurred and in advance of the final disposition of the Proceeding, upon receipt
of an undertaking by or on behalf of the Indemnitee to repay the amount if it is
ultimately determined by a court of competent jurisdiction that he or she is not
entitled to be indemnified by the Corporation. To the extent that an Indemnitee
of the Corporation is successful on the merits or otherwise in defense of any
Proceeding, or in the defense of any claim, issue or matter therein, the
Corporation shall indemnify him or her against expenses, including attorneys'
fees, actually and reasonably incurred by him or her in connection with the
defense.

         (b) Indemnification of Employees and Other Persons. The Corporation
may, by action of its Board of Directors and to the extent provided in such
action, indemnify employees and other persons as though they were Indemnitees.

         (c) Non-Exclusivity of Rights. The rights to indemnification provided
in this Article VIII shall not be exclusive of any other rights that any person
may have or hereafter acquire under any statute, provision of the Amended and
Restated Articles of Incorporation, as amended, these Amended and Restated
Bylaws, as amended, agreement, vote of stockholders or directors, or otherwise.

         (d) Insurance. The Corporation may purchase and maintain insurance or
make other financial arrangements on behalf of any Indemnitee for any liability
asserted against him or her and liability and expenses incurred by him or her in
his or her capacity as a director, officer, employee, member, managing member or
agent, or arising out of his or her status as such, whether or not the
Corporation has the authority to indemnify him or her against such liability and
expenses.

         (e) Other Financial Arrangements. The other financial arrangements
which may be made by the Corporation may include the following: (i) the creation
of a trust fund, (ii) the establishment of a program of self-insurance, (iii)
the securing of its obligation of indemnification by granting a security
interest or other lien on any assets of the Corporation and (iv) the
establishment of a letter of credit, guarantee or surety. No financial
arrangement made pursuant to this subsection may provide protection for a person
adjudged by a court of competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable for intentional misconduct, fraud, or a knowing
violation of law, except with respect to advancement of expenses or
indemnification ordered by a court.

         (f) Other Matters Relating to Insurance or Financial Arrangements. Any
insurance or other financial arrangement made on behalf of a person pursuant to
this Section 8.1 may be provided by the Corporation or any other person approved
by the Board of Directors, even if all or part of the other person's stock or
other securities is owned by the Corporation. In the absence of fraud (i) the
decision of the Board of Directors as to the propriety of the terms and
conditions of any insurance or other financial arrangement made pursuant to this
Section 8.1 and the choice of the person to provide the insurance or other
financial arrangement is conclusive and (ii) the insurance or other financial
arrangement is not void or voidable and does not subject any director approving
it to personal liability for his action, even if a director approving the
insurance or other financial arrangement is a beneficiary of the insurance or
other financial arrangement.

                                      -19-
<PAGE>

         Section 8.2 Amendment. The provisions of this Article VIII relating to
indemnification shall constitute a contract between the Corporation and each of
its directors and officers, which may be modified as to any director or officer
only with that person's consent or as specifically provided in this Section 8.2.
Notwithstanding any other provision of these Amended and Restated Bylaws, as
amended, relating to their amendment generally, any repeal or amendment of this
Article VIII which is adverse to any director or officer shall apply to such
director or officer only on a prospective basis and shall not limit the rights
of an Indemnitee to indemnification with respect to any action or failure to act
occurring prior to the time of such repeal or amendment. Notwithstanding any
other provision of these Amended and Restated Bylaws, as amended (including,
without limitation, Article X below), no repeal or amendment of these Amended
and Restated Bylaws, as amended, shall affect any or all of this Article VIII so
as to limit or reduce the indemnification in any manner unless adopted by (a)
the unanimous vote of the directors of the Corporation then serving or (b) by
the stockholders as set forth in Article X hereof; provided that no such
amendment shall have a retroactive effect inconsistent with the preceding
sentence.

                                   ARTICLE IX
                              CHANGES IN NEVADA LAW

         References in these Amended and Restated Bylaws, as amended, to Nevada
law or the NRS or to any provision thereof shall be to such law as it existed on
the date these Bylaws were adopted or as such law thereafter may be changed;
provided that (a) in the case of any change which expands the liability of
directors or officers or limits the indemnification rights or the rights to
advancement of expenses which the Corporation may provide in Article VIII
hereof, the rights to limited liability, to indemnification and to the
advancement of expenses provided in the Amended and Restated Articles of
Incorporation, as amended, and/or these Amended and Restated Bylaws, as amended,
shall continue as theretofore to the extent permitted by law, and (b) if such
change permits the Corporation, without the requirement of any further action by
stockholders or directors, to limit further the liability of directors or limit
the liability of officers or to provide broader indemnification rights or rights
to the advancement of expenses than the Corporation was permitted to provide
prior to such change, then liability thereupon shall be so limited and the
rights to indemnification and the advancement of expenses shall be so broadened
to the extent permitted by law.


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<PAGE>


                                   ARTICLE X
                               AMENDMENT OR REPEAL

         Section 10.1 Amendment of Amended and Restated Bylaws.

                  (a) Board of Directors. In furtherance and not in limitation
of the powers conferred by statute and except as specifically contemplated
herein, the Board of Directors is expressly authorized to adopt, repeal, alter,
amend and rescind these Amended and Restated Bylaws, as amended.

                  (b) Stockholders. Notwithstanding Section 10.1(a) above, these
Amended and Restated Bylaws, as amended, may be rescinded, altered, amended or
repealed in any respect by the affirmative vote of the holders of at least a
majority of the outstanding voting power of the Corporation, voting together as
a single class.




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<PAGE>


                                  CERTIFICATION

         The undersigned, as the duly elected secretary of LaserLock
Technologies, Inc., a Nevada corporation (the "Corporation"), does hereby
certify that the Board of Directors of the Corporation adopted the foregoing
Amended and Restated Bylaws, as amended, on the 17th day of December, 2003.


                                                     NORMAN GARDNER

                                                     Norman Gardner, Secretary




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