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                                                                     EXHIBIT 3.3


                             AMENDED AND RESTATED
                                    BYLAWS

                                      of

                       MACE SECURITY INTERNATIONAL, INC.
                           (A Delaware Corporation)


                                   ARTICLE 1
                                    OFFICES

  Section 1.01.  Offices.  The Corporation may have offices at such 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.

                                   ARTICLE 2
                           MEETINGS OF STOCKHOLDERS

  Section 2.01.  Place of Meeting. Meetings of the stockholders shall be held at
                 ----------------
such place, within the State of Delaware or elsewhere, as may be fixed from time
to time by the Board of Directors.  If no place is so fixed for a meeting, it
shall be held at the Corporation's then principal executive office.

  Section 2.02.  Annual Meeting.  The annual meeting of stockholders shall be
                 --------------
held, unless the Board of Directors shall fix some other hour or date therefor,
at 10:00 o'clock A.M. on the first Tuesday of May in each year, if not a legal
holiday under the laws of Delaware, and, if a legal holiday, then on the next
succeeding secular day not a legal holiday under the laws of Delaware, at which
the stockholders shall elect by plurality vote a Board of Directors, and
transact such other business as may properly be brought before the meeting.

  Section 2.03.  Notice of Annual Meetings.  Written notice of the annual
                 -------------------------
meeting stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than 10 days nor more than
60 days before the date of the meeting.

  Section 2.04.  List of Stockholders.  The officer who has charge of the stock
                 --------------------
ledger of the Corporation shall prepare and make, at least 10 days before every
meeting of stockholders, a complete list of stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be so 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.
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  Section 2.05.  Special Meetings.  Special meetings of the stockholders, for
                 ----------------
any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board or the
President and shall be called by the President or Secretary at the request in
writing of a majority of the Board of Directors.  Such request shall state the
purpose or purposes of the proposed meeting.  Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.

  Section 2.06.  Notice of Special Meetings.  Written notice of a special
                 --------------------------
meeting stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given to each stockholder
entitled to vote at such meeting not less than 10 days nor more than 60 days
before the date of the meeting.

  Section 2.07.  Quorum; Voting.  The holders of a majority of the stock issued
                 --------------
and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business, except as otherwise provided by statute or by the
Certificate of Incorporation.  If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the 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
notified.  If the adjournment is for more than thirty 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 of record entitled to
vote at the meeting.  When a quorum is present at any meeting, except for
elections of directors, which shall be decided by plurality vote, the vote of
the holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of statute or of the
Certificate of Incorporation, a different vote is required, in which case such
express provision shall govern and control the decision of such question.
Unless otherwise provided in the Certificate of Incorporation, each stockholder
shall at every meeting of stockholders be entitled to one vote in person or by
proxy for each share of the capital stock having voting power held by such
stockholder, but no shares shall be voted pursuant to a proxy more than three
years after the date of the proxy unless the proxy provides for a longer period.

  Section 2.08.  Action Without a Meeting.  Unless otherwise restricted by the
                 ------------------------
Certificate of Incorporation, any action required or permitted to be taken at
any annual or special meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing
setting forth the action so taken shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office in the State, its principal place of business,
or an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded.  Delivery made to a
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested.  Every written consent shall bear the date of
signature of each stockholder who signs

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the consent and no written consent shall be effective to take the corporate
action referred to therein unless, within sixty days after the earliest dated
consent delivered in the manner required by this Section to the corporation,
written consents signed by a sufficient number of stockholders to take action
are delivered in the manner required by this Section to the Corporation. 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.

                                   ARTICLE 3
                                   DIRECTORS

  Section 3.01.  Number and Term of Office.  The number of directors of the
                 -------------------------
Corporation shall be such number as shall be designated from time to time by
resolution of the Board of Directors and initially shall be seven (7).  The
directors shall be elected at the annual meeting of the stockholders, except as
provided in Section 3.02 hereof.  Each director elected shall hold office for a
term of one year and shall serve until his successor is elected and qualified or
until his earlier death, resignation or removal.  Directors need not be
stockholders.

  Section 3.02.  Vacancies.  Except as otherwise provided by the Corporation's
                 ---------
Certificate of Incorporation, vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and shall
qualify, unless sooner displaced.  If there are no directors in office, then an
election of directors may be held in the manner provided by statute.  If, at the
time of filling any vacancy or any newly created directorship, the directors
then in office shall constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), the Court of Chancery may,
upon application of any stockholder or stockholders holding at least 10 percent
of the total number of the shares at the time outstanding having the right to
vote for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.

  Section 3.03.  Resignations; Removal.  Any director may resign at any time by
                 ---------------------
giving written notice to the Board of Directors, the Chairman of the Board, if
there is one, the President, or the Secretary.  Such resignation shall take
effect at the time of receipt thereof or at any later time specified therein;
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective. Any director may be removed at any
time by the unanimous vote of all other directors or as provided in the
Corporation's Certificate of Incorporation.

  Section 3.04.  Direction of Management.  The business of the Corporation shall
                 -----------------------
be managed under the direction of its Board of Directors, which may exercise all
such powers of the Corporation and do all such lawful acts and things as are not
by statute or by the Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.

  Section 3.05.  Place of Meetings.  The Board of Directors of the Corporation
                 -----------------
may hold meetings, both regular and special, either within or without the State
of Delaware.

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  Section 3.06.  Annual Meeting.  Immediately after each annual election of
                 --------------
directors, the Board of Directors shall meet for the purpose of organization,
election of officers, and the transaction of other business, at the place where
such election of directors was held or, if notice of such meeting is given, at
the place specified in such notice.  Notice of such meeting need not be given.
In the absence of a quorum at said meeting, the same may be held at any other
time and place which shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors, or as shall be
specified in a written waiver signed by the directors, if any, not attending and
participating in the meeting.

  Section 3.07.  Regular Meetings.  Regular meetings of the Board of Directors
                 ----------------
may be held without notice at such time and place as shall from time to time be
determined by the Board.

  Section 3.08.  Special Meetings.  Special meetings of the Board of Directors
                 ----------------
may be called by the Chairman of the Board, if there is one, or the President on
2 days' notice to each director; either personally (including telephone), or in
the manner specified in Section 4.01; special meetings shall be called by the
Chairman of the Board, if there is one, or the President or the Secretary in
like manner and on like notice on the written request of two directors.

  Section 3.09.  Quorum; Voting.  At all meetings of the Board, a majority of
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the directors shall constitute a quorum for the transaction of business; and at
all meetings of any committee of the Board, a majority of the members of such
committee shall constitute a quorum for the transaction of business.  The act of
a majority of the directors present at any meeting of the Board of Directors or
any committee thereof at which there is a quorum present shall be the act of the
Board of Directors or such committee, as the case may be, except as may be
otherwise specifically provided by statute or by the Certificate of
Incorporation.  If a quorum shall not be present at any meeting of the Board of
Directors or committee thereof, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

  Section 3.10.  Action Without a Meeting.  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 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 or committee.

  Section 3.11.  Participation in Meetings.  One or more directors may
                 -------------------------
participate in any meeting of the Board or committee thereof by means of
conference telephone or similar communications equipment by which all persons
participating can hear each other.

  Section 3.12.  Committees of Directors.  The Board of Directors may, by
                 -----------------------
resolution passed by a majority of the whole Board, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation.  The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee.  Any such committee, to the extent provided in the
resolution, shall have and may exercise all of the powers and authority of

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the Board of Directors and may authorize the seal of the Corporation to be
affixed to all papers which may require it, but no such committee shall have the
power or authority in reference to amending the Certificate of Incorporation
(except that a committee may, to the extent authorized in the resolution
providing for the issuance of shares of stock adopted by the Board of Directors,
fix any preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
Corporation), 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 expressly so provides, no
such committee shall have the power or authority to declare a dividend, to
authorize the issuance of stock, or to adopt a certificate of ownership and
merger. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.
Each committee shall keep regular minutes of its meetings and report the same to
the Board of Directors when requested.

  Section 3.13.  Compensation of Directors.  Each director shall be entitled to
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receive such compensation, if any, as may from time to time be fixed by the
Board of Directors.  Members of special or standing committees may be allowed
like compensation for attending committee meetings.  Directors may also be
reimbursed by the Corporation for all reasonable expenses incurred in traveling
to and from the place of each meeting of the Board or of any such committee or
otherwise incurred in the performance of their duties as directors.  No payment
referred to herein shall preclude any director from serving the Corporation in
any other capacity and receiving compensation therefor.


                                   ARTICLE 4
                                    NOTICES

  Section 4.01.  Notices.  Whenever, under the provisions of law or of the
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Certificate of Incorporation or of these Bylaws, notice is required to be given
to any director or stockholder, such requirement shall not be construed to
necessitate personal notice.  Such notice may in every instance be effectively
given by depositing a writing in a post office or letter box, in a postpaid,
sealed wrapper, or by dispatching a prepaid telegram, cable, telecopy or telex
or by delivering a writing in a sealed wrapper prepaid to a courier service
guaranteeing delivery within 2 business days, in each case addressed to such
director or stockholder, at his address as it appears on the records of the
Corporation in the case of a stockholder and at his business address (unless he
shall have filed a written request with the Secretary that notices be directed
to a different address) in the case of a director.  Such notice shall be deemed
to be given at the time it is so dispatched.

  Section 4.02.  Waiver of Notice.  Whenever, under the provisions of law or of
                 ----------------
the Certificate of Incorporation or of these Bylaws, notice is required to be
given, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time

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of the event for which notice is to be given, shall be deemed equivalent
thereto. Neither the business nor the purpose of any meeting need be specified
in such a waiver.


                                   ARTICLE 5
                                   OFFICERS

  Section 5.01.  Number.  The officers of the Corporation shall be a Chief
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Executive Officer, a President, a Secretary and a Treasurer, and may also
include a Chairman of the Board, one or more Vice Presidents, one or more
Assistant Secretaries and Assistant Treasurers, and such other officers as may
be elected by the Board of Directors. Any number of offices may be held by the
same person.

  Section 5.02.  Election and Term of Office.  The officers of the Corporation
                 ---------------------------
shall be elected by the Board of Directors.  Officers shall hold office at the
pleasure of the Board.

  Section 5.03.  Removal.  Any officer may be removed at any time by the Board
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of Directors.  Any vacancy occurring in any office of the Corporation may be
filled by the Board of Directors.

  Section 5.04.  Chairman of the Board.  The Chairman of the Board, if there is
                 ---------------------
one, shall preside at all meetings of the Board of Directors and shall perform
such other duties, if any, as may be specified by the Board from time to time.

  Section 5.05.  Chief Executive Officer.  The Chief Executive Officer shall be
                 -----------------------
the chief executive officer of the Corporation and shall have overall
responsibility for the management of the business and operations of the
Corporation and shall see that all orders and resolutions of the Board are
carried into effect.  In the absence of the Chairman of the Board, the Chief
Executive Officer shall preside over meetings of the Board of Directors and
shall also have such other duties as from time to time may be assigned to him by
the Board.

  Section 5.06.  President.  In general, the President shall perform all duties
                 ---------
incident to the office of President and such other duties as from time to time
may be assigned to him by the Board.

  Section 5.07.  Vice Presidents.  The Vice Presidents shall perform such duties
                 ---------------
and have such authority as may be specified in these Bylaws or by the Board of
Directors or the President.  In the absence or disability of the President, the
Vice Presidents, in order of seniority established by the Board of Directors or
the President, shall perform the duties and exercise the powers of the
President.

  Section 5.08.  Secretary.  The Secretary shall attend all meetings of the
                 ---------
Board of Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the stockholders and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required.  He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or the

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President. He shall have custody of the corporate seal of the Corporation and
he, or an Assistant Secretary, shall have authority to affix the same to any
instrument, and when so affixed it may be attested by his signature or by the
signature of such Assistant Secretary. The Board of Directors may give general
authority to any other officer to affix the seal of the Corporation and to
attest the affixing by his signature.

  Section 5.09.  Assistant Secretaries.  The Assistant Secretary or Secretaries
                 ---------------------
shall, in the absence or disability of the Secretary, perform the duties and
exercise the authority of the Secretary and shall perform such other duties and
have such other authority as the Board of Directors or the President may from
time to time prescribe.

  Section 5.10.  Treasurer.  The Treasurer shall have the custody of the
                 ---------
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors.  He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors or the President or the Chief Financial Officer, taking
proper vouchers for such disbursements, and shall render to the Board of
Directors when the Board so requires, an account of all his transactions as
Treasurer and of the financial condition of the Corporation.

  Section 5.11.  Assistant Treasurers.  The Assistant Treasurer or Treasurers
                 --------------------
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the authority of the Treasurer and shall perform such other duties and
have such other authority as the Board of Directors may from time to time
prescribe.


                                   ARTICLE 6
                   INDEMNIFICATION OF DIRECTORS AND OFFICERS



  Section 6.01. Indemnification. Each person who was or is made a party or is
                ---------------
threatened to be made a party or is 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, or a person of whom he or
she is the legal representative, 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 (or person performing similar function), employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether the basis of
such proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a director,
officer, employee or agent, 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 said law permitted the
Corporation to provide prior to such amendment), against all expense, liability
and loss (including attorney's fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of his or her heirs, executors and
administrators: provided, however, that except as provided in paragraph (b)
hereof, the Corporation shall indemnify any such person seeking indemnification
in connection with a proceeding (or part thereof) initiated by such person only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

  Section 6.02.  Advances.  The right to indemnification conferred by this
                 --------
Article 6 shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final disposition,
including, without limitation, attorney's fees, expert fees and all costs of
litigation. Subject to the tender to the Corporation of any undertaking then
required under the Delaware General Corporation law with respect to the
repayment amounts of amounts advanced, any such expenses, including, without
limitation, attorney's fees, expert fees, and all costs of litigation, shall be
paid automatically and promptly upon tender by the director, officer, or
employee, as applicable, of a demand therefor.


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  Section 6.03.  Procedure. If a claim under this Article 6 is not paid in full
                 ---------
by the Corporation within thirty days after a written claim has been received by
the Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim, and if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim.  It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the standards of conduct which make it permissible under the Delaware
General Corporation Law for the Corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
Corporation.  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 action that indemnification of
the claimant is proper in the circumstances because he or she 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 claimant has not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of conduct.

  Section 6.04.  Other Rights.  The indemnification and advancement of expenses
                 ------------
provided by this Article 6 shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any insurance or other agreement, vote of shareholders or disinterested
directors or otherwise, both as to actions in their official capacity and as to
actions in another capacity while holding an office, and shall continue as to a
person who has ceased to be a director or officer and shall inure to the benefit
of the heirs, executors and administrators of such person.

  Section 6.05.  Insurance.  The Corporation shall have power to 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, agent, fiduciary or other
representative of another corporation, partnership, joint venture, trust,
employee benefit plan 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 these Bylaws.

  Section 6.06.  Modification.  The duties of the Corporation to indemnify and
                 ------------
to advance expenses to a director or officer provided in this Article 6 shall be
in the nature of a contract between the Corporation and each such director or
officer, and no amendment or repeal of any provision of this Article 6 shall
alter, to the detriment of such director or officer, the right of such person to
the advancement of expenses or indemnification related to a claim based on an
act or failure to act which took place prior to such amendment, repeal or
termination.

  Section 6.07.  Employees.  The Corporation may, by action of its Board of
                 ---------
Directors, extend the provisions of this Article 6 to specific employees and
agents of the Corporation or other corporation, partnership, joint venture
trust, or other enterprise, as applicable, with the same scope and effect as are
applicable to directors and officers hereunder.


                                   ARTICLE 7
                             CERTIFICATES OF STOCK

  Section 7.01.  Stock Certificates.  Every holder of stock in the Corporation
                 ------------------
shall be entitled to have a certificate in the form prescribed by the Board of
Directors signed on behalf of the Corporation by the Chairman of the Board or
the President or a Vice President and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the Corporation,
representing the number of shares owned by him in the Corporation.  Any or all
signatures on the certificate may be a facsimile.  In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if such person were such officer, transfer agent, or
registrar at the date of issue.

  Section 7.02.  Lost Certificates.  The Board of Directors may direct a new
                 -----------------
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed.  When

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authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

  Section 7.03.  Transfers of Stock.  Upon surrender to the Corporation or the
                 ------------------
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

  Section 7.04.  Fixing Record Date.  The Board of Directors of the Corporation
                 ------------------
may fix a record date for the purpose of determining the stockholders entitled
to notice of, or to vote at, any meeting of stockholders or any adjournment
thereof, or to consent to corporate action in writing without a meeting, or to
receive payment of any dividend or other distribution or allotment of any
rights, or to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action.  Such record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors and such record date shall not be (i) in
the case of such a meeting of stockholders, more than 60 nor less than 10 days
before the date of the meeting of stockholders, or (ii) in the case of consents
in writing without a meeting, more than 10 days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors, or (iii)
in other cases, more than 60 days prior to the payment or allotment or change,
conversion or exchange or 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 unless the Board of Directors fixes a new
record date for the adjourned meeting.

  Section 7.05.  Registered Stockholders.  The Corporation shall be entitled to
                 -----------------------
recognize the exclusive right of a person registered on its books as the owner
of stock to receive dividends and to vote as such owner, and shall be entitled
to hold liable for calls and assessments a person registered on its books as the
owner of stock, and shall not be bound to recognize any equitable or other claim
to, or interest in, such stock on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

                                   ARTICLE 8
                                  AMENDMENTS

  Section 8.01.  Amendments.  Except as otherwise required by the Corporation's
                 ----------
Certificate of Incorporation, these Bylaws may be altered, amended or repealed,
and new Bylaws may be adopted, by the stockholders or by the Board of Directors
at any regular meeting of the stockholders or of the Board of Directors or at
any special meeting of the stockholders or of the Board of Directors if notice
of such alteration, amendment, repeal or adoption of new Bylaws be contained in
the notice of such special meeting.

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                                   ARTICLE 9
              LIMITATIONS REGARDING CONVERSION OF PREFERRED STOCK

  Section 9.01.  Notwithstanding the provisions contained in the Certificate of
Incorporation authorizing the Board of Directors to authorize and issue
preferred stock in such series and classes and containing such designations as
it determines to be appropriate, the Board of Directors shall not be authorized
to issue preferred stock entitling the holder thereof to more than one vote per
share or containing conversion rights that would allow the holder thereof to
convert shares of preferred stock into common stock if the consideration
therefor would be less than 80% of the fair market value of the common stock.
The fair market value of the common stock shall be determined by the good faith
judgement of the Board of Directors considering, among other things, the recent
trading prices of the common stock, the restrictions on the common stock
received upon the conversion and the conversion period.

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