EXHIBIT
3.3





AMENDED
AND RESTATED


BYLAWS


of


MACE
SECURITY INTERNATIONAL, INC.


(A
Delaware Corporation)


October
16, 2007





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 therefore, 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.










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 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.





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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 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.





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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 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 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.





Section 3.14.  Independent
Directors.  At least 66.67% of the members of the Board of
Directors shall be independent directors, as defined below.  A person
shall not be considered an “independent director” if (i) the person does not
meet the definition of “independent director” adopted by The Nasdaq Global
Market or such other exchange as the Corporation is then listed upon or (ii) the
person has a relationship which, in the opinion of the Board of Directors, would
interfere with the exercise of independent judgment in carrying out the
responsibilities of a director.  The following persons shall not be
considered independent by the Board of Directors.





(a)           A
person who is, or at any time during the past three years was, employed by the
Corporation or has a family member that was employed by the Corporation at any
time during the past three years, shall not be considered
independent.  For purposes of this Section 3.14, “family member” shall
mean a person’s spouse, parent, child, sibling, whether by blood, marriage or
adoption, or anyone residing in such person’s home.





(b)           A
person who is a relative of a current officer of the Corporation or an affiliate
of the Corporation and the officer is an officer that is subject to Section 16
of the Securities Act of 1934, as amended, shall not be considered
independent.  For purposes of this Section 3.14, “relative” shall mean
any of the person’s Family Members or a person’s aunt, uncle, nice, nephew or
first degree cousin, whether by blood, marriage or adoption.





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(c)           A
person who is a relative of any current employee of the Corporation (regardless
of the employee’s position with the Corporation) and there are other factors
present that cause the Board of Directors to be concerned about the person’s
independence, shall not be considered independent.





(d)           A
person (or a relative of a person) who currently or within the last three years
has provided professional services directly to the Corporation, to an affiliate
of the Corporation or an individual officer of the Corporation or one of its
affiliates in excess of $10,000 in any year shall not be considered
independent.  For purpose of this Section 3.14, “professional
services” shall mean legal, accounting, financial advice, investment banking
services or general business consulting services.





This
Section 3.14 may not be amended or repealed without the approval by an
affirmative vote of not less than 66.67% of the stockholders of the
Corporation.  Any inconsistent provisions of the Corporation’s Bylaws
are hereby modified to be consistent with the provisions of this Section 3.14.
The foregoing provisions, insofar as they establish eligibility to serve as a
director or as a committee member, shall not have the effect of removing any
director or committee member from office but shall be given effect on and after
the Annual Meeting of Shareholders held in 2007.  The Nominating
Committee of the Corporation shall not recommend, and the Board of Directors
shall not nominate, candidates for election to the Board of Directors, except as
may be consistent with the provisions of this Section 3.14, and no corporate
funds may be expended for the solicitation of proxies to revoke this Section
3.14.





ARTICLE
4


NOTICES





Section
4.01.  Notices.  Whenever,
under the provisions of law or of the 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 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.





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ARTICLE
5


OFFICERS





Section
5.01.  Number.  The
officers of the Corporation shall be a Chief 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 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.





7




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
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 “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 Section 6.03 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.





8




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.





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.





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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 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.





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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
therefore 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 judgment 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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