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                                   EXHIBIT 3.2

                                     BYLAWS

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                         LITHIUM TECHNOLOGY CORPORATION

                                     BYLAWS

                                    ARTICLE I

                                     OFFICES

         Section 1.1. Corporation's Office in Delaware; Mailing Address for
Service of Process. The location of the Corporation's registered office within
the State of Delaware, the name of the registered agent of the Corporation at
such office and the post office address to which the Secretary of the State of
Delaware shall mail a copy of the process in any action or proceeding against
the Corporation that may be served upon him, shall be in each case as stated in
the Certification of Incorporation.

         Section 1.2. Other Offices. The corporation may have other offices
within or without the State of Delaware.

                                   ARTICLE II

                              STOCKHOLDERS MEETINGS

         Section 2.1. Annual Meetings. An annual meeting of stockholders to
elect directors and transact such other business as may properly be presented to
the meeting shall be held at such date and time as the Board of Directors from
time to time shall fix.

         Section 2.2. Special Meetings. A special meeting of stockholders may be
called at any time and for any purpose by the Board of Directors and shall be
called by the Board of Directors or by the Secretary upon receipt of a written
request to do so specifying the matter or matters (which must be appropriate for
action at a special meeting) proposed to be presented to the meeting and signed
by holders of record of a majority of the shares outstanding and entitled to act
on such matter or matters on the date of receipt of such request. At any special
meeting only such business may be transacted as is related to the purpose or
purposes set forth in the notice of such meeting required by Section 2.4.

         Section 2.3. Place of Meetings. Each annual meeting shall be held at
such place, within or without the State of Delaware, as the Board of Directors
shall fix. Each special meeting shall be held at such place, within or without
the State of Delaware, as the person or persons calling the meeting shall fix.
If no place is so fixed, the meeting shall be held at the registered office of
the Corporation in the State of Delaware.

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         Section 2.4. Notice of Meetings.

         (a) Written notice of a meeting of stockholders shall be given,
personally or by mail, not less than ten nor more than sixty days before the
meeting (unless otherwise required by law) to each stockholder entitled to vote
at such meeting. Such notice shall state the place, date and hour of the meeting
and, if it relates to a special meeting, the purpose or purposes for which the
meeting is called and the name or names of the persons who have directed the
calling of the meeting. If mailed, such notice shall be deemed to be duly given
when deposited in the United States mail, first class postage prepaid, directed
to each stockholder at his address as it appears on the records of the
Corporation.

         (b) When a meeting is adjourned to another time or place, it shall not
be necessary to give any notice of the adjourned meeting if the time and place
to which the meeting is adjourned are announced at the meeting at which the
adjournment is taken. If, after adjournment, the Board of Directors fixes a new
record date for the adjourned meeting or if the adjournment is for more than
thirty days, however, a notice of the adjourned meeting shall be given to each
stockholder who is entitled to vote at such adjourned meeting. At any adjourned
meeting, any business may be transacted that might have been transacted on the
original date of the meeting.

         Section 2.5. Quorum. Except as otherwise required by law or the
Certificate of Incorporation, the presence in person or by proxy of the holders
of record of a majority of the issued and outstanding shares entitled to vote at
a meeting shall be necessary and sufficient to constitute a quorum for the
transaction of business at the meeting. In the absence of a quorum, the holders
of record present or represented by proxy at such meeting may vote to adjourn
the meeting from time to time, in which case the provisions of Section 2.4(b)
shall apply. A quorum once present to organize a meeting is not broken by the
subsequent withdrawal of any stockholder.

         Section 2.6. Presiding Officer and Secretary at Meeting. Each meeting
of stockholders shall be presided over by the Chairman of the Board, if any, or
if no such officer has been elected or, if elected, in his absence, by the
President or by a person designated in writing by the President. If the
President fails to so designate any person, then the meeting shall be presided
over by the Vice President or, if there is more than one Vice President, the
highest ranking Vice President as designated by the Board of Directors in
accordance with Section 4.9 or, in his absence, the next highest ranking Vice
President so designated who is present at the meeting. If no Vice President is
present at the meeting, then a chairman of the meeting shall be chosen by a
plurality vote of the stockholders present, in person or by proxy, at the
meeting. The Secretary or, in his absence, an Assistant Secretary shall act as
secretary of the meeting, or, if no such officer is present, a secretary of the
meeting shall be designated by the person presiding at the meeting.

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     Section 2.7. Voting. Except as otherwise provided in these Bylaws or in the
Certificate of Incorporation.:

     (a) each stockholder of record shall be entitled at every meeting of
stockholders to one vote, in person or by proxy, for each share of stock
entitled to vote held by him;

     (b) directors shall be elected by a plurality vote;

     (c) each other matter properly presented to any meeting shall be decided by
a majority of the votes cast thereon;

     (d) the holders of any and all classes or series of Common Stock and
Preferred Stock who are entitled to vote shall vote as one class; and

     (e) election of directors and the vote on any other matter before a meeting
shall be by ballot only if so ordered by the person presiding at the meeting or
if so requested by any stockholder present, in person or by proxy, at the
meeting and entitled to vote in such election or on such matter, as the case may
be.

     Section 2.8. Proxies. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period. Every proxy must be
executed in writing by the stockholder or by his attorney-in-fact. A duly
executed proxy shall be irrevocable if it states that it is irrevocable and if,
and only as long as, it is coupled with an interest sufficient in law to support
an irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the Corporation generally.

     Section 2.9. Consent of Stockholders in Lieu of Meeting. Unless otherwise
provided by the Certificate of Incorporation or by law, any action which is
required or permitted to be taken at any meeting of stockholders may be taken
without a meeting, without prior notice and without a vote, if a written consent
setting forth the action so taken is signed by the holders of record of
outstanding shares having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

     Section 2.10. Record Date and Stockholder List.

     (a) For the purposes of determining the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, to express
consent to any corporate action in writing without a meeting, to receive payment
of any dividend or

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other distribution or allotment of any rights, to exercise any rights in respect
of any change, conversation or exchange of stock or for the purpose of any other
lawful action, the Board of Directors may fix in advance a date as the record
date for any such determination of stockholders. Such date shall not be more
than sixty nor less than ten days before the date of the meeting, nor more than
sixty days prior to any other action. If no record date is fixed, the record
date for determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the day next preceding the
day on which notice is given, or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held; the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting, when no prior action by the Board of Directors is
necessary, shall be the day on which the first written consent is expressed; and
the record date 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.

     (b) When a determination of stockholders of record entitled to notice of or
to vote at any meeting of stockholders has been made, such determination shall
apply to any adjournment thereof, unless the Board of Directors fixes a new
record date for the adjourned meeting.

     (c) The Secretary shall, or shall cause any other person who has charge of
the stock ledger of the Corporation to, prepare and make, at least ten days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order and showing the
address, and number of the shares registered in the name, of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

                                   ARTICLE III

                                    DIRECTORS

     Section 3.1. Number, Term of Office; Qualifications; Vacancies. The
business and affairs of the Corporation shall be managed under the direction of
the Board of Directors. The number of directors that shall constitute the entire
Board of directors shall be not less then two, unless the number of stockholders
holding issued and outstanding shares of any class of the Corporation's stock is
less than two, in which case the number of directors shall equal the number of
such stockholders. Otherwise, the number of directors shall be fixed from time
to time by the affirmative vote of a majority of the entire Board of Directors.
No decrease in the number of directors shall shorten the term of any incumbent
director. No director need be a stockholder of the Corporation.

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     Each director shall be elected at each annual meeting of stockholders to
hold office, subject to Sections 3.2 and 3.3, until the next annual meeting of
stockholders and until his successor has been elected and qualified. Newly
created directorships resulting from an increase in the number of directors or
vacancies occurring in the Board of Directors for any reason may be filled by
vote of a majority of the directors then in office, although less than a quorum
exists, or by a sole remaining director, at any meeting of the Board of
Directors. A director elected to fill a vacancy shall hold office until the next
meeting of stockholders at which the election of directors is in the regular
order of business and until his successor is duly elected and has been qualified
or until his earlier death, resignation or removal. If at any time, by reason of
any cause, there are no directors in office, then any officer, stockholder or
any executor, administrator, trustee, guardian or other fiduciary entrusted with
like responsibility for the person or estate of a stockholder, may call a
special meeting of stockholders in accordance with the provisions of the
Certificate of Incorporation or the Bylaws, or may apply to the Delaware
district court for a decree summarily ordering an election as provided in the
Delaware Corporation Law.

     Section 3.2. Resignation. Any director of the Corporation may resign at any
time by giving written notice of such resignation to the Board of Directors, the
Chairman of the Board, if any, the President or the Secretary of the
Corporation. Any such resignation shall be effective at the time specified
therein or, if no time is specified, upon receipt thereof by the Board of
Directors or one of the aforementioned officers, and, unless specified in the
notice, the acceptance of such resignation shall not be necessary to make it
effective.

     Section 3.3. Removal. A director may be removed, with or without cause, by
the holders of a majority of the issued and outstanding shares of the
Corporation then entitled to vote at an election of directors.

     Section 3.4. Regular and Annual Meeting; Notice. Regular meetings of the
Board of Directors shall be held at such time and at such place, within or
without the State of Delaware, as the Board of Directors may from time to tome
prescribe. No notice need be given of any regular meeting and a notice, if
given, need not specify the purposes thereof. A meeting of the Board of
Directors may be held without notice immediately after, and at the same place
as, an annual meeting of stockholders.

     Section 3.5. Special Meeting; Notice. A special meeting of the Board of
Directors may be called at any time by the Board of Directors, the Chairman of
the Board, if any, or the President and shall be called by any one of them or by
the Secretary upon receipt of a written request to do so specifying the matter
or matters (which must be appropriate for action at such a meeting) proposed to
be presented at the meeting and signed by at least two directors. Any such
meeting shall be held at such time and at such place, within or without the
State of Delaware, as stated in the request or as shall be determined by the
body or person calling such meeting. Notice of such meeting stating the date,
hour and place thereof shall be given either (a) personally, at least 24 hours
before the time fixed for the meeting, (b) by deposit of the notice in the
United States mails, first class

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postage prepaid, at least two days before the day fixed for the meeting,
addressed to each director at his address as it appears on the Corporation's
records or at such other address as the director may have furnished the
Corporation for that purpose, or (c) by delivery of the notice (appropriately
addressed for dispatch) by telegraph, telephone, cable or radio, at least 24
hours before the time fixed for the meeting.

     Section 3.6. Presiding, Officer and Secretary at Meeting. Each meeting of
the Board of Directors shall be presided over by the Chairman of the Board, if
any, or, if no such officer has been elected, by the President, if a director,
or, if neither is present, by such member of the Board of Directors as shall be
chosen by the meeting. The Secretary, or, in his absence an Assistant Secretary,
shall act as secretary of the meeting, or if no such officer is present, a
secretary of the meeting shall be designated by the person presiding over the
meeting.

     Section 3.7. Quorum; Voting. Except as otherwise provided in these Bylaws
or in the Certificate of Incorporation, a majority of the entire Board of
Directors shall constitute a quorum for the transaction of business at any
meeting thereof, and each matter acted on at any meeting shall be decided by the
vote of a majority of the Board of Directors present and constituting a quorum.
In the absence of a quorum, a majority of those present (or if only one is
present, then that one) may adjourn the meeting, without notice other than
announcement at the meeting, until such time as a quorum is present. In the
absence of any such announcement, notice of any adjournment shall be given in
accordance with the provisions of Section 3.5.

     Section 3.8. Meeting by Telephone. Members of the Board of Directors or of
any committee thereof may participate in meetings of the Board of Directors or
of such committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation shall constitute presence in person at such
meeting.

     Section 3.9. Action Without Meeting. Unless otherwise provided 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 members of the Board of Directors or of such committee,
as the case may be, consent thereto in writing and the writing or writings are
filed with the minutes of-the proceedings of the Board of Directors or of such
committee

     Section 3.10. Executive and Other Committees.

     (a) The Board of Directors, by resolution adopted by a majority of the
entire Board of Directors, may designate from among its members an executive
committee and other committees, each consisting of two or more directors and
each of which, to the extent provided in the resolution, may exercise all of the
powers and shall have all the authority of the Board of Directors, except that
no such committee shall have power or authority with respect to the following
matters:

               (i) amending the Certificate of Incorporation, adopting an
     agreement of merger or consolidation or recommending to the stockholders
     the (A) sale, lease or exchange of all or substantially all of the
     Corporation's property

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     and assets or (B) a dissolution of the Corporation or a revocation of such
     dissolution;

               (ii)  the filling of vacancies in the Board of Directors or in
     any committee;

               (iii) the fixing of compensation of any director for serving on
     the Board of Directors or on any committee thereof;

               (iv)  the amendment or repeal of the Bylaws or the adoption of
     new Bylaws; and

               (v)   the declaration of any dividends, whether of cash, stock or
     property, and the issuance of any securities of the Corporation.

     (b) 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
or members at any meeting thereof.

     (c) Each such committee shall serve at the pleasure of the Board of
Directors.

     Section 3.11 Compensation. Unless authorized by a resolution of the Board
of Directors, no director shall receive any stated salary for his services as a
director or as a member of a committee but shall receive such sum; if any, as
may from time to time be fixed by the Board of Directors for attendance at each
meeting of the Board of Directors or of a committee thereof. He may also be
reimbursed for his expenses in attending any meeting. Any director who serves
the Corporation in any capacity other than as a member of the Board of Directors
or of a committee, however, may receive compensation therefor.

                                   ARTICLE IV

                                    OFFICERS

     Section 4.1. Election; Qualification. The officers of the Corporation shall
be a President, a Secretary and a Treasurer, each of whom shall be elected by
the Board of Directors. The Board of Directors may elect such other officers,
including a Chairman of the Board and one or more Vice Presidents or Assistant
Secretaries or Assistant Treasurers, as it may from time to time determine. Two
or more offices may be held by the same person.

     Section 4.2. Term of Office. Each officer shall hold office from the time
of his election and qualification to the time of the earlier of the election and
qualification of his successor, his death or resignation or his removal pursuant
to Section 4.4. Officers shall be elected annually by the Board of Directors at
a meeting thereof to be held immediately after each annual meeting of
stockholders.

     Section 4.3. Resignation. Any officer of the Corporation may resign at any
time by giving written notice of such resignation to the Board of Directors, the
President or the Secretary of the Corporation. Any such resignation shall be
effective at the time specified

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therein or, if no time is specified, upon receipt thereof by the Board of
Directors or one of the above-named officers; and, unless specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

     Section 4.4. Removal. Any officer of the Corporation may be removed at any
time, with or without cause, by the vote of a majority of the entire Board of
Directors.

     Section 4.5. Vacancies. Any vacancy occurring in any office of the
Corporation, however caused, may be filled by the Board of Directors.

     Section 4.6. Compensation. The compensation of each officer shall be as
determined by the Board of Directors from time to time.

     Section 4.7. Chairman of the Board. The Chairman of the Board, if elected,
shall preside at all meetings of stockholders and of the Board of Directors,
shall be entitled to vote upon all questions at meetings of the Board
of-Directors, and shall perform all such other duties as are prescribed by the
Board of Directors, subject to the direction of the Board of Directors and the
Executive Committee, if any.

     Section 4.8. President. The President shall have charge of the business and
affairs of the Corporation, subject to the right of the Board of Directors to
confer specified powers on other officers and, generally, to the direction of
the Board of Directors and the Executive Committee, if any. If no Chairman of
the Board has been elected, or if elected, during his absence or inability to
act, the President shall exercise the powers and perform the duties thereof,
subject to the direction of the Board of Directors and the Executive Committee,
if any.

     Section 4.9. Vice President. Each Vice President, if elected, shall have
such powers and duties as generally pertain to the office of Vice President and
as the Board of Directors may from time to time prescribe. If there is more than
one Vice President, they shall be ranked in an order designated by the Board of
Directors, or failing such designation, the Vice Presidents will be deemed to be
ranked by the Board of Directors in the order of their election as set forth in
the resolution or resolutions of the Board of Directors providing for their
election. During the absence of the President or his inability to act, the Vice
President, or, if there is more than one Vice President, the highest ranking
Vice President designated or deemed designated by the Board of Directors, shall
exercise the powers and perform the duties of the President, subject to the
direction of the Board of Directors and the Executive Committee, if any.

     Section 4.10. Secretary and Assistant Secretaries. The Secretary shall
attend and keep the minutes of all meetings of stockholders and of the Board of
Directors and any committees thereof. He shall be custodian of the corporate
seal and shall affix it or cause it be affixed to such instruments as require
such seal and attest the same and shall exercise the powers and perform the
duties incident to the office of Secretary, subject to the direction of the
Board of Directors and the Executive Committee, if any. The Assistant Secretary
(or in the event there is more than one, the Assistant Secretaries in the order
designated by the

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Board of Directors, or in the absence of such designation, then in the order of
their election), shall, in the absence of the Secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Secretary and perform such other duties and exercise such other powers as the
Board of Directors may from time to time prescribe, subject to the direction of
the Board of Directors and the Executive Committee, if any.

     Section 4.11. Treasurer and Assistant Treasurers. The Treasurer shall have
care of all funds and securities of the Corporation and shall exercise the
powers and perform the duties incident to the office of Treasurer, subject to
the direction of the Board of Directors and the Executive Committee, if any. The
Assistant Treasurer (or if there is more than one, the Assistant Treasurers in
the order designated by the Board of Directors, or in the absence of such
designation, then in the order of their election) shall, in the absence of the
Treasurer or in the event of his inability or refusal to act, perform the duties
and exercise the powers of the Treasurer and perform such other duties and
exercise such other powers as the Board of Directors may from time to time
prescribe, subject to the direction of the Board of Directors and the Executive
Committee, if any.

     Section 4.12. Other Officers. Each other officer of the Corporation shall
exercise the powers and perform the duties incident to his office, subject to
the direction of the Board of Directors and the Executive Committee, if any.

     Section 4.13. Bond. Any officer of the Corporation, if so required by the
Board of Directors, shall give to the Corporation such bond or other security
for the faithful performance of his duties and the return to the Corporation of
any books, records, accounts, monies and other property whatsoever in his
possession or control which are the property of the Corporation, as may be
satisfactory to the Board of Directors or the Executive Committee, if any.

                                    ARTICLE V

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Section 5.1. The Corporation shall indemnify, subject to the provisions of
Section 5.4 of this Article V, any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Corporation), by reason of the fact that he
is or was a director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption

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that the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.

     Section 5.2. The Corporation shall indemnify, subject to the provisions of
Section 5.4 of this Article V, any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the Corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person is adjudged to be liable for
negligence or misconduct in the performance of his duty to the Corporation
unless and only to the extent that the court in which such action or suit was
brought determines upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the court deems proper.

     Section 5.3. To the extent that a director, officer, employee or agent of
the Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 5.1 and 5.2 of this Article
V, or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.

     Section 5.4. Any indemnification under Sections 5.1 and 5.2 of this Article
V (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in such Sections 5.1 and
5.2. Such determination shall be made (a) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion or (c) by the stockholders.

     Section 5.5. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay such amount unless it
ultimately shall be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article V.

     Section 5.6. The indemnification provided by this Section shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled

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under any By-Law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

     Section 5.7. The Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article V.

     Section 5.8. For purposes of this Article V, references to "the
Corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, employees or
agents, so that any person who is or was a director, officer, employee or agent
of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this section with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.

     Section 5.9. For purposes of this Article V, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to in
this Article V.

                                   ARTICLE VI

                                  CAPITAL STOCK

     Section 6.1. Certificates Representing Shares. The shares of the
Corporation shall be represented by certificates in such form consistent with
law and the Certificate of Incorporation as the Board of Directors may from time
to time prescribe and be signed by or in the name of the Corporation by the
Chairman of the Board, if any, or the President or any Vice President and by the
Treasurer or an Assistant Treasurer or the Secretary or an

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Assistant Secretary. Any and all of the signatures on a certificate may be a
facsimile. In the event that any officer, transfer agent or registrar who has
signed, or whose facsimile signature has been placed upon, a certificate ceases
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. In the event
that the Corporation issues one or more series of Preferred Stock, the relative
designations, powers, preferences, rights, qualifications, limitations and
restrictions of the shares of each such series shall be set forth in full or
summarized on the face or back of the certificates for the shares of each such
series.

     Section 6.2. Transfer of Shares. Shares of the Corporation shall be
transferable on the books of the Corporation, pursuant to applicable law and
such rules as the Board of Directors may prescribe from time to time, only by
the holder of record thereof or by his duly authorized attorney, upon the
surrender of the certificate or certificates for such shares to the Secretary or
an Assistant Secretary duly endorsed with proper evidence of authority to
transfer. The Corporation shall issue a new certificate or certificates for the
shares surrendered to the person or persons entitled thereto, cancel the old
certificate or certificates and shall record such transfer on the books of the
Corporation.

     Section 6.3. Transfer Agent. Registrar. The Board of Directors any appoint
one or more transfer agents and one or more registrars and may require each
certificate representing shares to bear the signature of a transfer agent, of a
registrar or of both.

     Section 6.4. Holders of Record. Prior to due presentment for registration
of transfer, the Corporation may treat the holder of record of a share as the
owner thereof in fact, exclusively entitled to vote, and receive dividends on,
such share and otherwise entitled to all the rights and powers of an owner
thereof, notwithstanding notice to the contrary.

     Section 6.5. Lost, Destroyed or Stolen Certificates. The Corporation shall
issue a new certificate for shares to replace a certificate theretofore issued
by it and alleged to have been lost, stolen or destroyed, if the owner or his
legal representative (a) requests a new certificate before the Corporation has
notice that the certificate has been acquired by a bona fide purchaser, (b)
files with the Corporation a bond sufficient to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of any such new
certificate and (c) satisfies such other terms and conditions as the Board of
Directors may from time to time require, including, without limitation, the
owner's furnishing an affidavit to the Board of Directors to the effect that
such certificate has been lost, stolen or destroyed.

     Section 6.6: Dividends. Except as otherwise provided by the Certificate of
incorporation or by law, the Board of Directors, at any regular or special
meeting thereof, may declare dividends upon the issued and outstanding shares of
the stock of the Corporation. Dividends may be paid in cash, in property or in
shares of the stock of the Corporation, subject to the provisions of the
Certificate of Incorporation and of law.

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     Before payment of any dividend, there may be set aside out of any funds of
the Corporation available for dividends such sums as the Board of Directors,
from time to time, in its absolute discretion, deems advisable as a reserve or
reserves to meet contingencies, for equalizing dividends, for repairing or
maintaining any property of the Corporation or for such other purpose as the
Board of Directors deems to be in the best interest of the Corporation, and the
Board of Directors may modify or abolish any such reserve in the manner in which
it was created.

                                   ARTICLE VII

                                  MISCELLANEOUS

     Section 7.1. Inspection of Records. Any stockholder of record, in person or
by attorney or other agent, shall upon written demand under oath stating the
purpose thereof, have the right, during usual business hours, to inspect for any
proper purpose the Corporation's stock ledger, a list of its stockholders, and
its other books and records, and to make copies or extracts therefrom. A proper
purpose means a purpose reasonably related to such person's interest as a
stockholder. In every instance where an attorney or other agent is the person
who seeks the right to inspection, the demand under oath shall be accompanied by
a power of attorney or such other writing which authorizes the attorney or other
agent to so act on behalf of the stockholder. The demand under oath shall be
directed to the Corporation at its registered office in the State of Delaware or
at its principal place of business.

     Section 7.2. Form of Records. Any records maintained by the Corporation in
the regular course of its business, including its stock ledger, books of account
and minute books, may be kept on, or be in the form of, punch cards, magnetic
tape, photographs, microphotographs or any other information storage device,
provided that the records so kept can be converted into clearly legible written
form within a reasonable time. The Corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

     Section 7.3. Waiver of Notice. Whenever notice is required to be given
under the Certificate of Incorporation or the Bylaws, a written waiver thereof,
signed by the person entitled to notice, 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 a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders or of the Board
of Directors or any committee thereof need be specified in any written waiver of
notice unless so required by the Certificate of Incorporation or the Bylaws.

     Section 7.4. Fiscal Year. The fiscal year of the Corporation shall start on
such date as the Board of Directors shall from time to time prescribe.

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     Section 7.5. Corporate Seal. The corporate seal shall be in such form
consistent with law as the Board of Directors may from time to time prescribe.
The Board of Directors may give general authority to any officer in addition to
the Secretary to affix the corporate seal and to attest the affixing by his
signature.

                                  ARTICLE VIII

                               AMENDMENT OF BYLAWS

     Section 8.1. Amendment. The Board of Directors is authorized to adopt,
alter, amend or repeal the Bylaws of the Corporation, but any Bylaws adopted,
altered, amended or repealed by the Board of Directors may be altered, amended
or repealed by the stockholders of the Corporation.

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