Exhibit 3.3














AMENDED
AND RESTATED


BYLAWS


(Adopted
and Effective as of September 26, 2008)










OF




COLLECTORS
UNIVERSE, INC.




a
Delaware corporation














As
Amended Effective September 26, 2008
















AMENDED
AND RESTATED BYLAWS


OF


COLLECTORS
UNIVERSE, INC.




a
Delaware corporation




TABLE
OF CONTENTS




Page
      No.ARTICLE
      I – OFFICESSection
      1
            
            Registered
      Office
            
            1Section
      2
            
            Other
      Offices
            
            1Section
      3
            
            Books
            
            1ARTICLE
      II --MEETINGS
      OF STOCKHOLDERSSection
      1
            
            Place
      of Meetings
            
            1Section
      2
            
            Annual
      Meetings
            
            1Section
      3
            
            Special
      Meetings
            
            1Section
      4
            
            Notification
      of Business to be Transacted at Meeting
            
            1Section
      5
            
            Notice;
      Waiver of Notice
            
            1Section
      6
            
            Quorum;
      Adjournment
            
            2Section
      7
            
            Voting
            
            2Section
      8
            
            Stockholder
      Action by Written Consent without a Meeting
            
            2Section
      9
            
            Record
      Date for Stockholder Notice and Voting
            
            2Section
      10
            
            Stock
      Ledger
            
            2Section
      11
            
            Inspectors
      of Election
            
            2Section
      12
            
            Organization
            
            2Section
      13
            
            Order
      of Business
            
            3ARTICLE
      III – DIRECTORSSection
      1
            
            Powers
            
            4Section
      2
            
            Number
      and Election of Directors
            
            4Section
      3
            
            Vacancies
            
            5Section
      4
            
            Time
      and Place of Meetings
            
            5Section
      5
            
            Annual
      Meeting
            
            6Section
      6
            
            Regular
      Meetings
            
            6Section
      7
            
            Special
      Meetings
            
            6Section
      8
            
            Quorum;
      Vote Required for Action; Adjournment
            
            6Section
      9
            
            Action
      by Written Consent
            
            6Section
      10
            
            Telephone
      Meetings
            
            6Section
      11
            
            Committees
            
            6Section
      12
            
            Compensation
            
            7Section
      13
            
            Interested
      Directors
            
            7Section
      14
            
            Removal
      of Directors
            
            7ARTICLE
      IV – OFFICERSSection
      1
            
            Officers
            
            7Section
      2
            
            Appointment
      of Officers
            
            7Section
      3
            
            Subordinate
      Officers
            
            7Section
      4
            
            Removal
      and Resignation of Officers
            
            7Section
      5
            
            Vacancies
      in Offices
            
            8Section
      6
            
            Chairman
      of the Board
            
            8









i


AMENDED
AND RESTATED BYLAWS


OF


COLLECTORS
UNIVERSE, INC.




a
Delaware corporation




TABLE OF CONTENTS(continued)




Page
      No.ARTICLE
      IV – OFFICERS (continued)Section
      7
            
            Vice
      Chairman of the Board
            
            8Section
      8
            
            Chief
      Executive Officer
            
            8Section
      9
            
            President
            
            8Section
      10
            
            Vice
      President
            
            8Section
      11
            
            Secretary
            
            8Section
      12
            
            Chief
      Financial Officer
            
            9ARTICLE
      V – STOCKSection
      1
            
            Certificated
      Shares
            
            9Section
      2
            
            Uncertificated
      Shares
            
            9Section
      3
            
            Stock
      Records and Record Holders
            
            9Section
      4
            
            Transfers
      of Stock
            
            9Section
      5
            
            Lost,
      Stolen, Destroyed, and Mutilated Certificates
            
            10Section
      6
            
            Regulations
            
            10ARTICLE
      VI – INDEMNIFICATIONSection
      1
            
            Right
      to Indemnification
            
            10Section
      2
            
            Right
      of Indemnitee to Bring Suit
            
            10Section
      3
            
            Non-Exclusivity
      of Rights
            
            11Section
      4
            
            Insurance
            
            11Section
      5
            
            Indemnification
      of Employees or Agents of the Corporation
            
            11Section
      6
            
            Indemnification
      Contracts
            
            11Section
      7
            
            Effect
      of Amendment
            
            11ARTICLE
      VII – GENERAL PROVISIONSSection
      1
            
            Dividends
            
            11Section
      2
            
            Disbursements
            
            11Section
      3
            
            Fiscal
      Year
            
            11Section
      4
            
            Corporate
      Seal
            
            11Section
      5
            
            Record
      Date
            
            11Section
      6
            
            Voting
      of Stock Owned by the Corporation
            
            12Section
      7
            
            Construction
      and Definitions
            
            12Section
      8
            
            Amendments
            
            12
















ii


AMENDED
AND RESTATED BYLAWS


OF


COLLECTORS
UNIVERSE, INC.


a
Delaware corporation





ARTICLE
I


OFFICES




Section 1.                      Registered
Office.  The address of the registered office of the
Corporation in the State of Delaware is 1013 Centre Road, Wilmington,
Delaware 19805, County of New Castle.  The name of the
Corporation’s registered agent at that address is Corporation Service
Company.




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
or the business of the Corporation may require.




Section 3.                      Books.  The books of
the Corporation may be kept within or without the State of Delaware as the Board
of Directors may from time to time determine or the business of the Corporation
may require.




ARTICLE
II


MEETINGS
OF STOCKHOLDERS




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




Section 2.                      Annual
Meetings.  Annual meetings of stockholders shall be held at a
time and date designated by the Board of Directors for the purpose of electing
directors and transacting such other business as may properly be brought before
the meeting.




Section 3.                      Special Meetings.  A
special meeting of stockholders may be called at any time by the Board of
Directors, or by a majority of the Board of Directors or by a committee of the
Board of Directors which has been duly designated by the Board of Directors and
whose powers and authority, as provided in a resolution of the Board of
Directors, include the power to call such meetings, but such special meetings
may not be called by any other person or persons.




Section 4.                      Notification of Business to be
Transacted at Meeting.  To be properly brought before a
meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors,
(b) otherwise properly brought before the meeting by or at the direction of
the Board of Directors, or (c) otherwise properly brought before the
meeting by a stockholder entitled to vote at the meeting.




Section 5.                      Notice; Waiver of
Notice.  Whenever stockholders are required or permitted to
take any action at a meeting, a written notice of the meeting shall be given
which shall state the place, date and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is
called.  Unless otherwise required by law, such notice shall be given
not less than 10 nor more than 60 days before the date of the meeting to each
stockholder of record entitled to vote at such meeting.  If mailed,
such notice shall be deemed to be given when deposited in the mail, postage
prepaid, directed to the stockholder at his address as it appears on the records
of the Corporation.  A written waiver of any such notice signed by the
person entitled thereto, whether before or after the time stated therein, shall
be deemed equivalent to notice.  Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when the person
attends the meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.






1


Section 6.                      Quorum;
Adjournment.  Except as otherwise required by law, or provided
by the Certificate of Incorporation or these Bylaws, the holders of a majority
of the capital stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum for the
transaction of business at all meetings of the stockholders.  A
meeting at which a quorum is initially present may continue to transact
business, notwithstanding the withdrawal of enough votes to leave less than a
quorum, if any action taken is approved by at least a majority of the required
quorum to conduct that meeting.  If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the chairman of the
meeting shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting of the time and place of the
adjourned meeting, until a quorum shall be present or represented.  At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed.  If the adjournment is for more than 30 days, or
if after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder entitled to
vote at the meeting.




Section 7.                      Voting.  Except as
otherwise required by law, or provided by the Certificate of Incorporation or
these Bylaws, any question brought before any meeting of stockholders at which a
quorum is present shall be decided by the vote of the holders of a majority of
the stock represented and entitled to vote thereat.  Unless otherwise
provided in the Certificate of Incorporation, each stockholder represented at a
meeting of stockholders shall be entitled to cast one vote for each share of the
capital stock entitled to vote thereat held by such stockholder.  Such
votes may be cast in person or by proxy, but no proxy shall be voted on or after
three years from its date, unless such proxy provides for a longer
period.  Elections of directors need not be by ballot unless the
Chairman of the meeting so directs or unless a stockholder demands election by
ballot at the meeting and before the voting begins.




Section 8.                      Stockholder Action by Written Consent
Without a Meeting.  The stockholders may not take action by
written consent.




Section 9.                      Record Date for Stockholder Notice
and Voting.  For purposes of determining the holders entitled
to notice of any meeting or to vote, the Board of Directors may fix, in advance,
a record date, which shall not be more than 60 days nor less than 10 days prior
to the date of any such meeting, and in such case only stockholders of record on
the date so fixed are entitled to notice and to vote, notwithstanding any
transfer of any shares on the books of the Corporation after the record date
fixed as aforesaid, except as otherwise provided in the Delaware General
Corporation Law.  If the Board of Directors does not so fix a record
date, the record date for determining stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held.




Section 10.                      Stock Ledger.  The
stock ledger of the Corporation shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by
Section 9 of this Article II or the books of the Corporation, or to
vote in person or by proxy at any meeting of stockholders.




Section 11.                      Inspectors of
Election.  In advance of any meeting of stockholders, the Board
of Directors may appoint one or more persons (who shall not be candidates for
office) as inspectors of election to act at the meeting or any adjournment
thereof.  If an inspector or inspectors are not so appointed, or if an
appointed inspector fails to appear or fails or refuses to act at a meeting, the
Chairman of any meeting of stockholders may, and on the request of any
stockholder or his proxy shall, appoint an inspector or inspectors of election
at the meeting.  The duties of such inspector(s) shall
include:  determining the number of shares outstanding and the voting
power of each; the shares represented at the meeting; the existence of a quorum;
the authenticity, validity and effect of proxies; receiving votes, ballots or
consents; hearing and determining all challenges and questions in any way
arising in connection with the right to vote; counting and tabulating all votes
or consents; determining the result; and such acts as may be proper to conduct
the election or vote with fairness to all stockholders.  In the event
of any dispute between or among the inspectors, the determination of the
majority of the inspectors shall be binding.




Section 12.                      Organization.  At
each meeting of stockholders the Chairman of the Board of Directors, if one
shall have been elected or, in his absence or if one shall not have been
elected, the President, shall act as Chairman of the meeting.  The
Secretary (or in his absence or inability to act, the person whom the Chairman
of the meeting shall appoint Secretary of the meeting) shall act as Secretary of
the meeting and keep the minutes thereof.






2




Section 13.                      Order of
Business.




(A)           Annual
Meetings of Stockholders.




(1)           Nominations
of persons for election to the Board of Directors of the Corporation and the
proposal of business to be considered by the stockholders may be made at an
annual meeting of stockholders (a) pursuant to the Corporation’s notice of
meeting, (b) by or at the direction of the Board of Directors or
(c) by any stockholder of the Corporation who was a stockholder of record
at the time of giving of notice provided for in this Bylaw, who is entitled to
vote at the meeting and who complies with the notice procedures set forth in
this Bylaw.




(2)           For
nominations or other business to be properly brought before an annual meeting by
a stockholder pursuant to clause (c) of paragraph (A)(1) of this Bylaw, the
stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation and such other business must otherwise be a proper matter for
stockholder action.  To be timely, a stockholder’s notice shall be
delivered to the Secretary at the principal executive offices of the Corporation
not less than the close of business on the 120th calendar day in advance of the
first anniversary of the date the Corporation’s proxy statement was released to
stockholders in connection with the preceding year’s annual meeting; provided,
however, that if no annual meeting was held in the previous year or the date of
the annual meeting has been changed by more than 30 calendar days from the date
contemplated at the time of the previous year’s proxy statement, a proposal
shall be received by the Corporation no later than the close of business on the
tenth day following the day on which notice of the date of the meeting was
mailed or public announcement of the date of the meeting was made, whichever
comes first.  In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for the giving of a
stockholder’s notice as described above.  Such stockholder’s notice
shall set forth (a) as to each person whom the stockholder proposes to nominate
for election or reelection as a director all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in each case
pursuant to applicable federal securities laws, including, without limitation,
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and Rule 14a-11 thereunder (including such person’s written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected); (b) as to any other business that the stockholder
proposes to bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the stockholder giving the notice and the beneficial
owner, if any, on whose behalf the nomination or proposal is made (i) the
name and address of such stockholder, as they appear on the Corporation’s books,
and of such beneficial owner and (ii) the class and number of shares of the
Corporation which are owned beneficially and of record by such stockholder and
such beneficial owner.




(3)           Notwithstanding
anything in the second sentence of paragraph (A)(2) of this Bylaw to the
contrary, in the event that the number of directors to be elected to the Board
of Directors of the Corporation is increased and there is no public announcement
by the Corporation naming all of the nominees for director or specifying the
size of the increased Board of Directors at least 70 days prior to the first
anniversary of the date of the preceding year’s annual meeting, a stockholders
notice required by this Bylaw shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it shall
be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the tenth day following the
day on which such public announcement is first made by the
Corporation.




(B)           Special Meetings of
Stockholders.




Only such
business shall be conducted at a special meeting of stockholders as shall be
brought before the meeting pursuant to the Corporation’s notice of
meeting.




A
stockholder’s nomination of one or more persons for election to the Board of
Directors shall only be permitted to be made at a special meeting of
stockholders if: (i) the Corporation’s notice of such meeting specified that
directors are to be elected at such special meeting; (ii) such stockholder was a
stockholder of record entitled to vote at the meeting at the time of giving of
notice provided for in this Bylaw; and (iii) if such stockholder complies with
the notice procedures set forth in this Bylaw.  In the event the
Corporation calls a special meeting of stockholders for the purpose of electing
one or more directors to the Board of Directors, any such stockholder may
nominate a person or persons (as the case may be), for election to such
position(s) as specified in the Corporation’s notice of meeting, if the
stockholder’s notice required by paragraph (A)(2) of this Bylaw shall be
delivered to the Secretary at the principal executive offices of the Corporation
not earlier than the close of business on the 90th day prior to such special
meeting and not later than the close of business on the later of the 60th day
prior to such special meeting or the 10th day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no
event shall the public announcement of an adjournment of a special meeting
commence a new time period for the giving of a stockholder’s notice as described
above.






3




(C)           General.




(1)           Only
such persons who are nominated in accordance with the procedures set forth in
this Bylaw shall be eligible to serve as directors.  Except as
otherwise provided by law, the Certificate of Incorporation or these Bylaws, the
chairman of the meeting shall have the power and authority to determine the
procedures of a meeting of stockholders, including, without limitation, the
authority to determine whether a nomination or any other business proposed to be
brought before the meeting was made or proposed, as the case may be, in
accordance with the procedures set forth in this Bylaw and, if any proposed
nomination or business is not in compliance with this Bylaw, to declare that
such defective proposal or nomination shall be disregarded.




(2)           For
purposes of this Bylaw, “public announcement” shall mean disclosure in a press
release reported by the Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the Corporation with
the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of
the Exchange Act.




(3)           Notwithstanding
the foregoing provisions of this Bylaw, a stockholder shall also comply with all
applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this Bylaw. Nothing in this
Bylaw shall be deemed to affect any rights (i) of stockholders to request
inclusion of proposals in the Corporation’s proxy statement pursuant to Rule
14a-8 under the Exchange Act or (ii) of the holders of any series of preferred
stock, if any, to elect directors under certain circumstances.




ARTICLE
III


DIRECTORS




Section 1.                      Powers.  Except as
otherwise required by law or provided by the Certificate of Incorporation, the
business and affairs of the Corporation shall be managed by or under the
direction of the Board of Directors.




Section 2.                      Number and Election of
Directors.




(A)           The
exact number of directors shall be fixed from time to time by a resolution
adopted by a majority of the directors, or by resolution of the stockholders, by
the vote of the holders of 66 2/3% of the outstanding voting stock of the
Corporation, at any annual or special meeting of stockholders, provided that
notice of such proposed amendment, modification, repeal or adoption is given in
the notice of the annual or special meeting; provided, however, that such
resolution would not conflict with the Certificate of
Incorporation.




(B)           In
an uncontested election of directors, each director of the Corporation shall be
elected by a majority of the votes cast by the shares present in person or
represented by proxy at the annual or special meeting and entitled to vote on
the election of directors (a “majority vote”); provided, however, that, in a
contested election, the directors shall be elected by a plurality of the votes
cast by the shares present in person or represented by proxy at the annual or
special meeting and entitled to vote on the election of directors. For purposes
of this Section 2, (1) an “uncontested election” is an election in which
the number of nominees for director is not greater than the number of directors
to be elected, (2) a “contested election” is an election in which the
number of nominees for director nominated by (a) the Board of Directors or
(b) any stockholder or (c) a combination of the Board of Directors and
any stockholder, exceeds the number of directors to be elected, and (3) a
“majority of the votes cast” means that the number of votes “for” a nominee for
director must exceed fifty percent (50%) of the votes cast. Votes “against” a
nominee for director will count as votes cast, but “abstentions” will not count
as votes cast. Prior to the meeting, the Board of Directors shall determine
whether an election constitutes a contested election, and such determination
shall remain effective from the date of such determination regardless of any
change in the number of nominees for director or the number of directors to be
elected.






4




(C)           In
order for any incumbent director to become a nominee for further service on the
Board of Directors, such person must submit an irrevocable letter of resignation
to the Board of Directors, which offer of resignation shall become effective
(1) upon that incumbent director not receiving a majority vote in an
uncontested election, and (2) upon acceptance of the offer of resignation
by the Board of Directors as set forth in this Section 2.




Within
sixty (60) days following certification of the stockholder vote, the
Corporation’s Nominating and Corporate Governance Committee (the “Committee”)
shall recommend to the Board of Directors the action to be taken with respect to
such offer of resignation. In determining whether or not to recommend that the
Board of Directors accept any resignation offer, the Committee shall be entitled
to consider all factors believed relevant by the Committee’s members, including,
without limitation: (1) any stated reasons for the incumbent director not
receiving the required majority vote and whether the underlying cause or causes
are curable, (2) the factors, if any, set forth in the guidelines or other
policies that are to be considered by the Committee in evaluating potential
candidates for the Board of Directors as such factors relate to each incumbent
director who has so offered his or her resignation, (3) the length of
service of such incumbent director, (4) the effect of such resignation on
the Corporation’s compliance with any law, rule, regulation, stock exchange
listing standards or contractual obligations, (5) such incumbent director’s
contributions to the Corporation, and (6) any other factors that the
Committee believes are in the best interests of the Corporation.




The Board
of Directors shall act on the Committee’s recommendation within ninety
(90) days following certification of the stockholder vote and shall notify
the incumbent director concerned of its decision. In determining whether or not
to accept any resignation offer, the Board of Directors shall take into account
the factors considered by the Committee and any additional information and
factors that the Board of Directors believes to be relevant. If any director’s
resignation offer is not accepted by the Board of Directors, the Board of
Directors shall, within four (4) business days after reaching its decision,
publicly disclose the decision, including the reasons for not accepting an offer
of resignation, by a press release, a filing with the Securities and Exchange
Commission or other broadly disseminated means of communication.




Any
director who tenders his or her offer to resign shall not participate in either
the Committee’s or the Board of Director’s consideration or other actions
regarding whether to accept the offer of resignation. If each member of the
Committee did not receive the required majority vote, a majority of the Board of
Directors shall appoint a special committee of independent directors for such
purpose of making a recommendation to the Board of Directors. If no independent
directors received the required majority vote, the Board of Directors shall act
on the resignation offers.




(D)           If
any incumbent director’s resignation offer is not accepted by the Board of
Directors, such incumbent director shall continue to serve on the Board of
Directors for the term for which he or she would have been elected and until his
or her successor is duly elected and qualified, or until the incumbent
director’s earlier death, resignation, or removal. If an incumbent director’s
offer of resignation is accepted by the Board of Directors pursuant to this
Section 2, or if a nominee for director is not elected by a majority vote and
the nominee is not an incumbent director, then the Board of Directors, in its
sole discretion, may fill any resulting vacancy pursuant to the provisions of
Section 3 of this Article III.




Section 3.                      Vacancies.  Subject
to the limitations in the Certificate of Incorporation, vacancies in the Board
of Directors resulting from death, resignation, removal or otherwise 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.  Each director so
selected shall hold office for the remainder of the full term of office of the
former director which such director replaces and until his successor is duly
elected and qualified, or until his earlier death, resignation or
removal.  No decrease in the authorized number of directors
constituting the Board of Directors shall shorten the term of any incumbent
directors.




Section 4.                      Time and Place of
Meetings.  The Board of Director’s shall hold its meetings at
such place, either within or without the State of Delaware, and at such time as
may be determined from time to time by the Board of Directors.






5




Section 5.                      Annual Meeting.  The
Board of Directors shall meet for the purpose of organization, the election of
officers and the transaction of other business, as soon as practicable after
each annual meeting of stockholders, on the same day and at the same place where
such annual meeting shall be held.  Notice of such meeting need not be
given.  In the event such annual meeting is not so held, the annual
meeting of the Board of Directors may be held at such place, either within or
without the State of Delaware, on such date and at such time as shall be
specified in a notice thereof given as hereinafter provided in Section 7 of
this Article III or in a waiver of notice thereof.




Section 6.                      Regular
Meetings.  Regular meetings of the Board of Directors may be
held at such places within or without the State of Delaware at such date and
time as the Board of Directors may from time to time determine and, if so
determined by the Board of Directors, notices thereof need not be
given.




Section 7.                      Special
Meetings.  Special meetings of the Board of Directors may be
called by the Chairman of the Board, the President, the Secretary or by any
director.  Notice of the date, time and place of special meetings
shall be delivered personally or by telephone to each director or sent by
first-class mail or telegram, charges prepaid, addressed to each director at the
director’s address as it is shown on the records of the
Corporation.  In case the notice is mailed, it shall be deposited in
the United States mail at least four days before the time of the holding of the
meeting.  In case the notice is delivered personally or by telephone
or telegram, it shall be delivered personally or by telephone or to the
telegraph company at least 24 hours before the time of the holding of the
meeting.  The notice need not specify the purpose of the
meeting.  A written waiver of any such notice signed by the person
entitled thereto, whether before or after the time stated therein, shall be
deemed equivalent to notice.  Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when the person
attends the meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.




Section 8.                      Quorum; Vote Required for Action;
Adjournment.  Except as otherwise required by law, or provided
in the Certificate of Incorporation or these Bylaws, a majority of the directors
shall constitute a quorum for the transaction of business at all meetings of the
Board of Directors and the affirmative vote of not less than 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.  A meeting at which a quorum
is initially present may continue to transact business, notwithstanding the
withdrawal of directors, if any action taken is approved by at least a majority
of the required quorum to conduct that meeting.  When a meeting is
adjourned to another time or place (whether or not a quorum is present), 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.  At the
adjourned meeting, the Board of Directors may transact any business which might
have been transacted at the original meeting.




Section 9.                      Action by Written
Consent.  Unless otherwise restricted by the Certificate of
Incorporation, any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee thereof may be taken without a
meeting if all the 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 10.                      Telephone
Meetings.  Unless otherwise restricted by the Certificate of
Incorporation, members of the Board of Directors of the Corporation, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors or such committee, as the case may be, by conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other.  Participation in a
meeting pursuant to this Section 10 shall constitute presence in person at
such meeting.




Section 11.                      Committees.  The
Board of Directors may, by resolution passed unanimously by the entire Board,
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 such committee, who
may replace any absent or disqualified member at any meeting of the
committee.  In the event of 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 committee
member or members present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of the
absent or disqualified member.  Any committee, to the extent allowed
by law and as provided in the resolution establishing such committee, shall have
and may exercise all the power and authority of the Board of Directors in the
management of the business and affairs of the Corporation, but no such committee
shall have the power or authority in reference to amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
Corporation’s property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending the
Bylaws of the Corporation; and, unless the resolution or the Certificate of
Incorporation expressly so provides, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of
stock.  Each committee shall keep regular minutes of its meetings and
report to the Board of Directors when required.






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Section 12.                      Compensation.  The
directors may be paid such compensation for their services as the Board of
Directors shall from time to time determine.




Section 13.                      Interested
Directors.  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 its 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 of Directors or the committee thereof which authorizes the contract or
transaction, or solely because his of their votes are counted for such purpose
if: (i) the material facts as to his or their 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 of Directors 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 (ii) the material facts as to his or their 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 (iii) 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
thereof, or the stockholders.  Common or 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.                      Removal of
Directors.  Any director or the entire Board of Directors may
be removed with cause, by the holders of a majority of the shares then entitled
to vote at an election of directors.




ARTICLE
IV


OFFICERS




Section 1.                      Officers.  The
officers of the Corporation shall be a President, a Secretary and a Chief
Financial Officer.  The Corporation may also have, at the discretion
of the Board of Directors, a Chairman of the Board, a Vice Chairman of the
Board, a Chief Executive Officer, one or more Vice Presidents, one or more
Assistant Financial Officers and Treasurers, one or more Assistant Secretaries
and such other officers as may be appointed in accordance with the provisions of
Section 3 of this Article IV.




Section 2.                      Appointment of
Officers.  The officers of the Corporation, except such
officers as may be appointed in accordance with the provisions of Section 3
or Section 5 of this Article IV, shall be appointed by the Board of
Directors, and each shall serve at the pleasure of the Board, subject to the
rights, if any, of an officer under any contract of employment.




Section 3.                      Subordinate
Officers.  The Board of Directors may appoint, and may empower
the Chief Executive Officer or President to appoint, such other officers as the
business of the Corporation may require, each of whom shall hold office for such
period, have such authority and perform such duties as are provided in the
Bylaws or as the Board of Directors may from time to time
determine.




Section 4.                      Removal and Resignation of
Officers.  Subject to the rights of an officer under any
contract, any officer may be removed at any time, with or without cause, by the
Board of Directors or, except in case of an officer chosen by the Board of
Directors, by any officer upon whom such power of removal may be conferred by
the Board of Directors.  Any officer may resign at any time by giving
written notice to the Corporation.  Any resignation shall take effect
at the date of the receipt of that notice or at any later time specified in that
notice; and, unless otherwise specified in that notice, the acceptance of the
resignation shall not be necessary to make it effective.  Any
resignation shall be without prejudice to the rights of the Corporation under
any contract to which the officer is a party.






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Section 5.                      Vacancies in
Offices.  A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these Bylaws for regular appointments to that
office.




Section 6.                      Chairman of the
Board.  The Chairman of the Board, if such an officer is
elected, shall, if present, preside at meetings of the stockholders and of the
Board of Directors, unless otherwise determined by the Board of
Directors.  He shall, in addition, perform such other functions (if
any) as may be prescribed by the Bylaws or the Board of Directors.




Section 7.                      Vice Chairman of the
Board.  The Vice Chairman of the Board, if such an officer is
elected, shall, in the absence or disability of the Chairman of the Board,
perform all duties of the Chairman of the Board and when so acting shall have
all the powers of and be subject to all of the restrictions upon the Chairman of
the Board.  The Vice Chairman of the Board shall have such other
powers and duties as may be prescribed by the Board of Directors or the
Bylaws.




Section 8.                      Chief Executive
Officer.  The Chief Executive Officer of the Corporation shall,
subject to the control of the Board of Directors, have general supervision,
direction and control of the business and the officers of the
Corporation.  He shall exercise the duties usually vested in the chief
executive officer of a Corporation and perform such other powers and duties as
may be assigned to him from time to time by the Board of Directors or prescribed
by the Bylaws.  In the absence of the Chairman of the Board and any
Vice Chairman of the Board, the Chief Executive Officer shall preside at all
meetings of the stockholders and of the Board of Directors.




Section 9.                      President.  The
President of the Corporation shall, subject to the control of the Board of
Directors and the Chief Executive Officer of the Corporation, if there be such
an officer, have general powers and duties of management usually vested in the
office of president of a Corporation and shall have such other powers and duties
as may be prescribed by the Board of Directors or the Bylaws or the Chief
Executive Officer of the Corporation.  In the absence of the Chairman
of the Board, Vice Chairman of the Board and Chief Executive Officer, the
President shall preside at all meetings of the Board of Directors and
stockholders.




Section 10.                      Vice President.  In
the absence or disability of the President, the Vice Presidents, if any, in
order of their rank as fixed by the Board of Directors or, if not ranked, a Vice
President designated by the Board of Directors, shall perform all the duties of
the President, and when so acting shall have all the powers of, and subject to
all the restrictions upon, the President.  The Vice Presidents shall
have such other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board of Directors or the Bylaws, and
the President, or the Chairman of the Board.




Section 11.                      Secretary.  The
Secretary shall keep or cause to be kept, at the principal executive office or
such other place as the Board of Directors may direct, a book of minutes of all
meetings and actions of directors, committees of directors, and stockholders,
with the time and place of holding, whether regular or special, and, if special,
how authorized, the notice given, the names of those present at directors’
meetings or committee meetings, the number of shares present or represented at
stockholders’ meetings, and a summary of the proceedings.




The
Secretary shall keep, or cause to be kept, at the principal executive office or
at the office of the Corporation’s transfer agent or registrar, as determined by
resolution of the Board of Directors, a share register, or a duplicate share
register, showing the names of all stockholders and their addresses, the number
and classes of shares held by each, the number and date of certificates issued
for the same, and the number and date of cancellation of every certificate
surrendered for cancellation.




The
Secretary shall give, or cause to be given, notice of all meetings of the
stockholders and of the Board of Directors required by the Bylaws or by law to
be given, and he shall keep or cause to be kept the seal of the Corporation if
one be adopted, in safe custody, and shall have such powers and perform such
other duties as may be prescribed by the Board of Directors or by the
Bylaws.




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Section 12.                      Chief Financial
Officer.  The Chief Financial Officer shall keep and maintain,
or cause to be kept and maintained, adequate and correct books and records of
accounts of the properties and business transactions of the
Corporation.  The Chief Financial Officer shall deposit all moneys and
other valuables in the name and to the credit of the Corporation with such
depositories as may be designated by the Board of Directors.  He shall
make such disbursements of the funds of the Corporation as are authorized and
shall render from time to time an account of all of his transactions as Chief
Financial Officer and of the financial condition of the
Corporation.  The Chief Financial Officer shall also have such other
powers and perform such other duties as may be prescribed by the Board of
Directors or the Bylaws.




ARTICLE
V


STOCK




Section
1.                         
Certificated
Shares.  Every holder of stock in the Corporation shall be
entitled to have a certificate signed by, or in the name of the Corporation
(i) by the Chairman or Vice Chairman of the Board of Directors, or the
President or a Vice President and (ii) by the Chief Financial Officer or
the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation, certifying the number of shares owned by such
stockholder in the Corporation.  Any or all of the signatures on the
certificate may be a facsimile.  In case any officer, transfer agent
or registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of issue.




Section
2.                        
 Uncertificated
Shares.  Shares of stock of the Corporation may be evidenced by
registration in the owner’s name in uncertificated form on the books of the
Corporation.  To the extent required by applicable law, within a
reasonable time after the issuance or transfer of uncertificated shares of
stock, the Corporation shall send or cause to be sent to the registered owner
thereof a written notice containing the information required to be set forth or
stated on certificates representing shares of that class or series of stock, or
a statement that the Corporation will furnish without charge to each registered
owner thereof who so requests, the powers, designations, preferences and
relative rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of any such class or series of
stock.  Except as otherwise expressly provided by applicable law, the
rights and obligations of the owners of uncertificated shares of stock and the
rights and obligations of the owners of certificated shares of stock of the same
class and series shall be identical.  If a holder of uncertificated
shares elects to receive a certificate for shares of the Corporation’s stock,
the Corporation (or the transfer agent or registrar, as the case may be) shall
(to the extent permitted under applicable law and rules, regulations and listing
requirements of any stock exchange or stock market on which the Corporation’s
shares are listed or traded) cease providing annual statements indicating such
holder’s holdings of shares in the Corporation.





Section 3.                      Stock Records and Record
Holders.  A record shall be kept of the respective names of the
persons, firms or corporations owning shares of the Corporation’s stock, whether
certificated or uncertificated, the number and class or series of shares owned
thereby, respectively, and the respective dates thereof, and in case of
cancellation, the respective dates of cancellation.  The Corporation
shall be entitled to recognize the exclusive right of a person registered on its
books as the record holder of shares to receive dividends, and to vote as such
record holder, and to hold liable for calls and assessments a person registered
on its books as the record holder 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 required by law.




Section 4.                      Transfers of
Stock.  Transfers of shares of stock of the Corporation shall
be made only on the books of the Corporation by the registered holder thereof,
or by such holder’s attorney-in-fact thereunto authorized by power of attorney
duly executed and filed with the Secretary or any Assistant Secretary, or with a
transfer clerk or a transfer agent appointed as provided in Section 6 of
this Article V, and, in the case of certificated shares of stock, upon
surrender of the certificate or certificates for such shares properly endorsed
and the payment of all taxes thereon, or, in the case of uncertificated shares
of stock, upon receipt of proper transfer instructions, payment of all taxes
thereon and compliance with appropriate procedures for transferring shares in
uncertificated form.  Whenever any transfer of shares shall be made
for collateral security, and not absolutely, such fact shall be so expressed in
the entry of transfer if, when the shares, whether certificated or
uncertificated, shall be presented to the Corporation for transfer, both the
transferor and the transferee request the Corporation to do so.






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Section 5.                      Lost, Stolen, Destroyed, and
Mutilated Certificates.  In any case of loss, theft,
destruction, or mutilation of any certificate of stock, another certificate of
stock may be issued in its place, or, at the request of the holder thereof,
uncertificated shares of stock may be issued in its place, upon proof of such
loss, theft, destruction, or mutilation and upon the giving of a bond of
indemnity to the Corporation in such form and in such sum as the Board of
Directors may direct; provided, however, that a new
certificate, or, upon request, uncertificated shares of stock, may be issued
without requiring any bond when, in the judgment of the Board of Directors, it
is proper to do so.




Section 6.                      Regulations.  The
Board of Directors may make such rules and regulations as it may deem expedient,
not inconsistent with these Bylaws, concerning the issue, transfer and
registration of certificated or uncertificated shares of stock of the
Corporation.  It may appoint, or authorize any officer or officers to
appoint, one or more transfer clerks or one or more transfer agents and one or
more registrars, and, in the case of certificated shares of stock, may require
all such certificates to bear the signature or signatures of any of
them.




ARTICLE
VI


INDEMNIFICATION




Section 1.                      Right to
Indemnification.  Each person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a “proceeding”), by reason of the fact that he or she is or was a
director or officer of the Corporation or is or was serving at the request of
the Corporation as a director or officer of another Corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans (hereinafter an “indemnitee”), whether the
basis of such proceeding is alleged action in an official capacity as a director
or officer or in any other capacity while serving as a director or officer,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than such law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys’ fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith and such indemnification shall continue as to an indemnitee who has
ceased to be a director or officer and shall inure to the benefit of the
indemnitee’s heirs, executors and administrators; provided, however, that,
except as provided in Section 2 of this Article VI with respect to
proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation.  The right to
indemnification conferred in this Section shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an “advancement of expenses”); provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including without
limitation, service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be
determined that such indemnitee is not entitled to be indemnified for such
expenses under this Article VI or otherwise (hereinafter an
“undertaking”).




Section 2.                      Right of Indemnitee to Bring
Suit.  If a claim under Section 1 of this Article VI
is not paid in full by the Corporation within 45 days after a written claim has
been received by the Corporation, the indemnitee may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the
claim.  If successful in whole or part in any such suit or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit.  In (i) any suit
brought by the indemnitee to enforce a right to indemnification hereunder (but
not in a suit brought by the indemnitee to enforce a right to an advancement of
expenses) it shall be a defense that, and (ii) any suit by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking the
Corporation shall be entitled to recover such expenses upon a final adjudication
that, the indemnitee has not met the applicable standard of conduct set forth in
the Delaware General Corporation Law.  Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by
indemnitee, be a defense to such suit.  In any suit brought by the
indemnitee to enforce a right hereunder, or by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified or to such
advancement of expenses under this Article VI or otherwise shall be on the
Corporation.






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Section 3.                      Non-Exclusivity of
Rights.  The rights of indemnification and to the advancement
of expenses conferred in this Article VI shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, Bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.




Section 4.                      Insurance.  The
Corporation may maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Corporation or another Corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the Delaware
General Corporation Law.




Section 5.                      Indemnification of Employees or
Agents of the Corporation.  The Corporation may, to the extent
authorized from time to time by the Board of Directors, grant rights to
indemnification and to the advancement of expenses, to any employee or agent of
the Corporation to the fullest extent of the provisions of this Article VI
with respect to the indemnification and advancement of expenses of directors or
officers of the Corporation.




Section 6.                      Indemnification
Contracts.  The Board of Directors is authorized to enter into
a contract with any director, officer, employee or agent of the Corporation, or
any person serving at the request of the Corporation as a director, officer,
employee or agent of another Corporation, partnership, joint venture, trust or
other enterprise, including employee benefit plans, providing for
indemnification rights equivalent to or, if the Board of Directors so
determinates, greater than, those provided for in this
Article VI.




Section 7.                      Effect of
Amendment.  Any amendment, repeal or modification of any
provision of this Article VI by the stockholders or the directors of the
Corporation shall not adversely affect any right or protection of a director or
officer of the Corporation existing at the time of such amendment, repeal or
modification.




ARTICLE
VII


GENERAL
PROVISIONS




Section 1.                      Dividends.  Subject
to limitations contained in the General Corporation Law of the State of Delaware
and the Certificate of Incorporation, the Board of Directors may declare and pay
dividends upon the shares of capital stock of the Corporation, which dividends
may be paid either in cash, securities of the Corporation or other
property.




Section 2.                      Disbursements.  All
checks or demands for money and notes of the Corporation shall be signed by such
officer or officers or such other person or persons as the Board of Directors
may from time to time designate.




Section 3.                      Fiscal Year.  The
fiscal year of the Corporation shall be fixed by resolution of the Board of
Directors.




Section 4.                      Corporate Seal.  The
Corporation shall have a corporate seal in such form as shall be prescribed by
the Board of Directors.




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 60 days nor less than 10 days before the date of such meeting, nor
more than 60 days prior to any other action.  A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned
meeting.  Stockholders on the record date are entitled to notice and
to vote or to receive the dividend, distribution or allotment of rights or to
exercise the rights, as the case may be, notwithstanding any transfer of any
shares on the books of the Corporation after the record date, except as
otherwise provided by agreement or by applicable law.






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Section 6.                      Voting of Stock Owned by the
Corporation.  The Chairman of the Board, the Chief Executive
Officer, the President and any other officer of the Corporation authorized by
the Board of Directors shall have power, on behalf of the Corporation, to
attend, vote and grant proxies to be used at any meeting of stockholders of any
corporation (except this Corporation) in which the Corporation may hold
stock.




Section 7.                      Construction and
Definitions.  Unless the context requires otherwise, the
general provisions, rules of construction and definitions in the General
Corporation Law of the State of Delaware shall govern the construction of these
Bylaws.




Section 8.                      Amendments.   The
Bylaws, or any of them, may be rescinded, altered, amended or repealed, and new
Bylaws may be made (i) by the Board of Directors, by vote of a majority of the
number of directors then in office as directors, acting at any meeting of the
Board of Directors, or (ii) by the stockholders, by the vote of the holders of
66 2/3% of the outstanding voting stock of the Corporation, at any annual or
special meeting of stockholders, provided that notice of such proposed
amendment, modification, repeal or adoption is given in the notice of the annual
or special meeting; provided, however, that the Bylaws can only be amended if
such amendment would not conflict with the Certificate of Incorporation. Any
Bylaw made or altered by the requisite number of stockholders may be altered or
repealed by the Board of Directors or may be altered or repealed by the
requisite number of stockholders.




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