BYLAWS

 

                                       OF

 

                           PAR TECHNOLOGY CORPORATION

 

                                    ARTICLE I

 

                                     OFFICES

 

 

 

Section 1.  Delaware  Office.  The  office of PAR  Technology  Corporation  (the

"Corporation")  within the State of Delaware shall be in the City of Wilmington,

County of New Castle.

 

Section 2. Other Offices. The Corporation may also have an office or offices and

keep the books and  records  of the  Corporation,  except  as  otherwise  may be

required  by law, in such other  place or places,  either  within or without the

State of Delaware, as the Board of Directors of the Corporation may from time to

time determine or the business of the Corporation may require.

 

                                   ARTICLE II

 

                            MEETINGS OF SHAREHOLDERS

 

Section 1. Place of Meetings. All meetings of holders of shares of capital stock

of the  Corporation  shall be held at the office of the Corporation in the State

of Delaware or at such other place, within or without the State of Delaware,  as

may from time to time be fixed by the Board.

 

Section 2. Annual Meetings. An annual meeting of shareholders of the Corporation

for the election of directors and for the  transaction of such other business as

may properly come before the meeting (an "Annual  Meeting) shall be held on such

date and at such time as may be fixed by the Board.  If the Annual Meeting shall

not be held on the day  designated,  the Board  shall call a special  meeting of

shareholders as soon as practicable for the election of directors.

 

Section 3.  Special  Meetings.  Except as  required  by law,  and subject to the

rights of holders of any series of  Preferred  Stock,  established  pursuant  to

Article  Fourth  of the  Certificate  of  Incorporation,  a special  meeting  of

shareholders  may be called at any time by the Board of Directors,  the Chairman

or the  President,  and shall be called  only by the Board of  Directors  or the

Chairman or the President pursuant to a resolution approved by a majority of the

then  authorized  number of  Directors  of the  Corporation  (as  determined  in

accordance  with Section 2 of Article lll of these Bylaws).  Any such calls must

specify  the matter or matters  to be acted upon at such  meeting  and only such

matter or matters shall be acted upon thereat.

 

Section 4.  Notice of  Meetings.  Except as  otherwise  may be  required by law,

notice of each meeting of  shareholders,  whether an Annual Meeting or a special

meeting,  shall be in  writing,  shall  state the  purpose  or  purposes  of the

meeting,  the place,  date and hour of the meeting  and,  unless it is an Annual

Meeting,  shall  indicate that the notice is being issued by or at the direction

of the  person or persons  calling  the  meeting,  and a copy  thereof  shall be

delivered  or sent by mail,  not less than 10 nor more than 60 days  before  the

date of said meeting,  to each  shareholder  at his address as it appears on the

stock records of the Corporation,  unless he shall have filed with the Secretary

a written request that notices to him be mailed to some other address,  in which

case it shall be directed to him at such other  address.  Notice of an adjourned

meeting  need not be given if the time and place to which the  meeting  is to be

adjourned  was  announced  at the  meeting at which the  adjournment  was taken,

unless (i) the  adjournment is for more than 30 days or (ii) the Board shall fix

a new record date for such adjourned meeting after the adjournment. Whenever any

notice is required to be given under the  provisions of the General  Corporation

Law of the State of Delaware,  the Certificate of Incorporation or these Bylaws,

a waiver  thereof,  signed by the shareholder  entitled to such notice,  whether

before or after the time stated  therein,  shall be deemed  equivalent  thereto.

Attendance  of a  shareholder  at the meeting  shall be deemed  equivalent  to a

written waiver of notice of such meeting.

 

Section 5.  Quorum.  At each meeting of  shareholders  of the  Corporation,  the

holders of shares  having a majority of the voting power of the capital stock of

the  Corporation  issued and  outstanding  and entitled to vote thereat shall be

present or  represented  by proxy to constitute a quorum for the  transaction of

business, except as otherwise provided by law.

 

Section  6.  Adjournments.  In  the  absence  of a  quorum  at  any  meeting  of

shareholders  or any  adjournment  or  adjournments  thereof,  holders of shares

having  a  majority  of  the  voting  power  of the  capital  stock  present  or

represented  by proxy at the meeting  may adjourn the meeting  from time to time

until a quorum  shall be present or  represented  by proxy,  any business may be

transacted which might have been transacted at the meeting as originally  called

if a quorum had been present or represented by proxy thereat.

 

Section 7. Order of Business.

 

(a) At the Annual  Meeting,  only such business shall be conducted as shall have

been brought  before the Annual  Meeting (i) by or at the direction of the Board

of Directors of (ii) by any  shareholder  who complies with the  procedures  set

forth in this Section 7. At any special  meeting,  only such  business  shall be

conducted as shall have been set forth in the notice of such meeting.

 

(b)  For  business  properly  to  be  brought  before  an  Annual  Meeting  by a

shareholder,  the  shareholder  must have given timely notice  thereof in proper

written form to the Secretary of the Corporation.  To be timely, a shareholder's

notice must be delivered to or mailed and  received at the  principal  executive

offices of the  Corporation not less than 60 days nor more than 90 days prior to

the Annual Meeting; provided, however, that if the event that less than 70 days'

notice or prior public  disclosure of the date of the Annual Meeting is given or

made to  shareholders,  notice by the  shareholder to be timely must be received

not later than the close of business on the tenth day following the day on which

such  notice  of the  date of the  Annual  Meeting  was  mailed  or such  public

disclosure was made. To be in proper written form, a shareholder's notice to the

Secretary  shall be set  forth in  writing  as to each  matter  the  shareholder

proposes to bring  before the Annual  Meeting:  (i) a brief  description  of the

business desired to be brought before the meeting and the reasons for conducting

such business at the meeting;  (ii) the name and address,  as they appear on the

Corporation's books, of the shareholder proposing such business; (iii) the class

and  number of shares of the  Corporation  which are  beneficially  owned by the

shareholder; and (iv) any material interest of the shareholder in such business.

Notwithstanding  anything in the Bylaws to the  contrary,  no business  shall be

conducted at the Annual Meeting of  shareholders  except in accordance  with the

procedures set forth in this Section 7. The chairman of an Annual Meeting shall,

if the facts warrant, determine and declare to the meeting that business was not

properly  brought before the Annual Meeting in accordance with the provisions of

this Section 7 and, if he should so determine, he shall so declare to the Annual

Meeting and any such  business not properly  brought  before the Annual  Meeting

shall not be transacted.

 

Section  8.  Voting.   Except  as  otherwise  provided  in  the  Certificate  of

Incorporation  of the  Corporation  or in a resolution of the Board of Directors

adopted  pursuant to the Certificate of  Incorporation  establishing a series of

Preferred  Stock of the  Corporation  ("Preferred  Stock"),  at each  meeting of

shareholders, every shareholder of the Corporation entitled to vote at a meeting

of shareholders shall be entitled to one vote for every share outstanding in his

name on the stock records of the  Corporation  (i) at the time fixed pursuant to

Section  6  of  Article  Vll  of  these  Bylaws  as  the  record  date  for  the

determination  of shareholders  entitled to vote at such meeting,  or (ii) if no

such record date shall have been fixed, then at the close of business on the day

next preceding the day on which notice  thereof shall be given.  At each meeting

of  shareholders,  all  matters  (except as  otherwise  provided in Section 3 of

Article III of these Bylaws and except in cases where larger vote is required by

law or by the Certificate of  Incorporation  of the Corporation or these Bylaws)

shall be decided by a majority of the votes cast at such  meeting by the holders

of shares of capital stock present or  represented by proxy and entitled to vote

thereon, a quorum being present.

 

Section 9.  Proxies.  Any  shareholder  entitled  to vote at any  meeting of the

shareholders or to express consent to or dissent from corporate action without a

meeting may authorize  another person or persons to vote at any such meeting and

express such consent or dissent for him by proxy. A shareholder  may authorize a

valid proxy by executing a written instrument signed by such shareholder,  or by

causing his or her  signature  to be affixed to such  writing by any  reasonable

means including,  but not limited to, by facsimile signature, or by transmitting

or  authorizing  the  transmission  of a telegram,  cablegram  or other means of

electronic  transmission to the person  designated as the holder of the proxy, a

proxy solicitation firm or a like authorized agent. No such proxy shall be voted

or acted upon after the  expiration  of three years from the date of such proxy,

unless such proxy provides for a longer  period.  Every proxy shall be revocable

at the pleasure of the  shareholder  executing  it,  except in those cases where

applicable  law provides that a proxy shall be  irrevocable.  A shareholder  may

revoke any proxy which is not irrevocable by attending the meeting and voting in

person or by filing an  instrument  in  writing  revoking  the proxy or by fling

another duly executed proxy bearing a later date with the Secretary.  Proxies by

telegram, cablegram or other electronic transmission must either set forth or be

submitted with  information  from which it can be determined  that the telegram,

cablegram or other  electronic  transmission  was authorized by the shareholder.

Any  copy,  facsimile  telecommunication  or other  reliable  reproduction  of a

writing or transmission  created in lieu of the original writing or transmission

for any and all purposes for which the original writing or transmission could be

used, provided that such copy, facsimile telecommunication or other reproduction

shall be a complete reproduction of the entire original writing or transmission.

 

Section 10. Inspectors of Elections.  Preceding any meeting of the shareholders,

the Board of Directors shall appoint one or more persons to act as Inspectors of

Elections,  and may designate one or more alternate inspectors.  In the event no

inspector or alternate is able to act, the person presiding at the meeting shall

appoint one or more  inspectors to act at the meeting.  Each  inspector,  before

entering upon the  discharge of the duties of an inspector,  shall take and sign

an oath  faithfully to execute the duties of inspector with strict  impartiality

and according to the best of his or her ability. The inspector shall:

 

          (a)  ascertain the number of shares  outstanding  and the voting power

               of each;

 

          (b)  determine the shares represented at a meeting and the validity of

               proxies and ballots;

 

          (c)  count all votes and ballots;

 

          (d)  determine  and  retain  for a  reasonable  period a record of the

               disposition of any challenges  made to any  determination  by the

               inspectors; and

 

          (e)  certify  his  or  her  determination  of  the  number  of  shares

               represented at the meeting, and his or her count of all votes and

               ballots.

 

The  inspector  may appoint or retain other persons or entities to assist in the

performance of the duties of inspector.

 

When determining the shares represented and the validity of proxies and ballots,

the inspector  shall be limited to an examination of the proxies,  any envelopes

submitted  with those  proxies,  any  information  provided in  accordance  with

Section 9 of these  Bylaws,  ballots  and the  regular  books and records of the

Corporation.  The  inspector may consider  other  reliable  information  for the

limited purpose of reconciling  proxies and ballots submitted by or on behalf of

banks,  brokers or their nominees or a similar person which represent more votes

than the holder of a proxy is  authorized  by the  record  owner to cast or more

votes than the  shareholder  holds of record.  If the inspector  considers other

reliable information as outlined in this section, the inspector,  at the time of

his or her  certification  pursuant  to (e) of this  section  shall  specify the

precise information considered,  the person or persons from whom the information

was  obtained,  when  this  information  was  obtained,  the  means by which the

information  was obtained,  and the basis for the  inspector's  belief that such

information is accurate and reliable.

 

Section 11. Opening and Closing of Polls.  The date and time for the opening and

the  closing  of the polls for each  matter  to be voted  upon at a  shareholder

meeting shall be announced at the meeting.  The inspector of the election  shall

be prohibited  from accepting any ballots,  proxies or votes nor any revocations

thereof or changes  thereto after the closing of the polls,  unless the Court of

Chancery upon application by a shareholder shall determine otherwise.

 

                                   ARTICLE III

 

                                    DIRECTORS

 

Section 1. Powers.  The business of the  Corporation  shall be managed under the

direction of the Board.  The Board may exercise all such authority and powers of

the  Corporation  and do all such  lawful  acts and  things as are not by law or

otherwise directed or required to be exercised or done by the shareholders.

 

Section 2. Number, Election and Terms. The authorized number of directors may be

determined  from  time to time by a vote of a  majority  of the then  authorized

number of directors;  provided, however, that such number shall not be less than

a minimum of three nor more than a maximum of fifteen;  and  provided,  further,

that such number and such  minimum and maximum  may be  increased  or  decreased

pursuant to resolution of the Board. Subject to Sections 9 and 10 of Article lll

of these  Bylaws,  the  directors,  other  than  those who may be elected by the

holders of any series of Preferred Stock, shall be divided,  with respect to the

time for which they severally hold office,  into three classes,  as nearly equal

in number as  possible,  with the term of office of the first class to expire at

the 1993 Annual Meeting of Shareholders,  the term of office of the second class

to expire at the 1994 Annual Meeting of  Shareholders  and the term of office of

the third  class to expire at the 1995  Annual  Meeting  of  Shareholders.  Each

director shall hold office until his respective  successor has been duly elected

and qualified. At each Annual Meeting of Shareholders,  commencing with the 1993

Annual  Meeting,  directors  elected to succeed those directors whose terms then

expire  shall be elected for a term of office to expire at the third  succeeding

Annual Meeting of Shareholders after their election,  with the directors to hold

office  until  their  respective  successor  shall  have been duly  elected  and

qualified. Vacancies and newly created directorships resulting from any increase

in the authorized number of directors,  and any vacancies on the Board resulting

from  death,  resignation,  disqualification,  removal or other  cause  shall be

filled by the affirmative vote of a majority of the remaining  directors then in

office,  even  if  less  than a  quorum  of the  Board,  or by a sole  remaining

directors,  and the directors so chosen shall hold office, subject to Sections 9

and 10 of  Article  lll of  these  Bylaws  until  the  next  Annual  Meeting  of

shareholders and until their respective successors are elected and qualified. No

decrease in the number of  directors  constituting  the Board shall  shorten the

terms of any incumbent director.

 

Section 3. Nominations of Directors, Elections.  Nominations for the election of

directors may be made by the Board or a committee  appointed by the Board, or by

any  shareholder  entitled to vote  generally in the  election of directors  who

complies with the procedures set forth in this Section 3. Directors  shall be at

least 21 years of age.  Directors need not be  shareholders.  At each meeting of

shareholders  for the election of  directors  at which a quorum is present,  the

persons receiving a plurality of the votes cast shall be elected directors.  All

nominations  by  shareholders  shall be made pursuant to timely notice in proper

written form to the Secretary of the Corporation.  To be timely, a shareholder's

notice shall be delivered to or mailed and received at the  principal  executive

offices of the  Corporation not less than 60 days nor more than 90 days prior to

the meeting; provided, however, that in the event that less than 70 days' notice

or  prior  public  disclosure  of the  date of the  meeting  is given or made to

shareholders,  notice by the  shareholder  to be timely must be so received  not

later than the close of  business  on the tenth day  following  the day on which

such notice of the date of the meeting was mailed or such public  disclosure was

made. To be in proper written form, such shareholder's notice shall set forth in

writing  (i) as to each  person whom the  shareholder  proposes to nominate  for

election or reelection as a director,  all  information  relating to such person

that is required to be  disclosed  in  solicitation  of proxies for  election of

directors,  or is otherwise  required,  in each case pursuant to Regulation  14A

under  the  Securities  Exchange  Act of  1934,  as  amended,  or any  successor

regulation or law including,  without limitation,  such person's written consent

to being named in the proxy statement as a nominee and to serving as director if

elected;  and (ii) as to the  shareholder  giving the  notice,  (x) the name and

address, as they appear on the Corporation's  books, of such shareholder and (y)

the class and number of shares of the Corporation  which are beneficially  owned

by such  shareholder.  In the event that a shareholder  seeks to nominate one or

more directors,  the Secretary  shall appoint two  inspectors,  who shall not be

affiliated with the Corporation, to determine whether a shareholder has complied

with this Section 3. If the Inspectors  shall  determine that a stockholder  has

not complied  with this Section 3, the  inspectors  shall direct the chairman of

the  meeting  to  declare  to the  meeting  that a  nomination  was not  made in

accordance with the procedures prescribed by the Bylaws of the Corporation,  and

the chairman shall so declare to the meeting and the defective  nomination shall

be disregarded.

 

Section  4.  Place  of  Meetings.  Meetings  of the  Board  shall be held at the

Corporation's  office in the State of Delaware or at such other place, within or

without such State,  as the Board may from time to time determine or as shall be

specified or fixed in the notice or waiver of notice of any such meeting.

 

Section 5.  Regular  Meetings.  Regular  meetings  of the Board shall be held in

accordance  with a yearly meeting  schedule as determined by the Board;  or such

meetings may be held on such other days and at such other times as the Board may

from time to time determine. Notice of regular meetings of the Board need not be

given except as otherwise required by these Bylaws.

 

Section 6. Special Meetings.  Special meetings of the Board may be called by the

Chairman or the President and shall be called by the Secretary at the request of

any two of the other directors.

 

Section 7. Notice of Meetings.  Notice of each special  meeting of the Board and

of each regular  meeting for which notice shall be required),  stating the time,

place and purposes thereof,  shall be mailed to each director,  addressed to him

at his  residence  or usual  place of  business,  or  shall  be  mailed  to each

director, addressed to him at his residence or usual place of business, or shall

be sent to him by  telex,  cable or  telegram  so  addressed,  or shall be given

personally or by telephone on 24 hours' notice.

 

Section 8. Quorum and Manner of Acting.  The  presence of at least a majority of

the  authorized  number  of  directors  shall be  necessary  and  sufficient  to

constitute a quorum for the transaction of business at any meeting of the Board.

If a quorum shall not be present at any meeting of the Board,  a majority of 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.

Except where a different vote is required or permitted by law or these Bylaws or

otherwise,  the act of a majority  of the  directors  present at any  meeting at

which a  quorum  shall be  present  shall be the act of the  Board.  Any  action

required or permitted to be taken by the Board may be taken without a meeting if

all the directors consent in writing to the adoption of a resolution authorizing

the action.  The  resolution  and the written  consent  thereto by the directors

shall be filed with the minutes of the proceedings of the board. Any one or more

directors may  participate  in any meeting of the Board by means of a conference

telephone or similar communications equipment allowing all persons participating

in the meeting to hear each other at the same time.  Participation by such means

shall be deemed to constitute presence in person at a meeting of the Board.

 

Section 9.  Resignation.  Any director may resign at any time by giving  written

notice to the Corporation;  provided, however, that written notice to the Board,

the Chairman of the Board,  the  President or the  Secretary  shall be deemed to

constitute  notice to the Corporation.  Such resignation  shall take effect upon

receipt  of such  notice or at any later  time  specified  therein  and,  unless

otherwise  specified  therein,  acceptance  of  such  resignation  shall  not be

necessary to make it effective.

 

Section 10.  Removal of  Directors.  Subject to the rights of the holders of any

series of Preferred  Stock any  director  may be removed  from  office,  with or

without  cause,  by the  affirmative  vote of the  holders of a majority  of the

voting power of all shares of the Corporation  entitled to vote generally in the

election of directors, voting together as a single class.

 

Section 11. Compensation of Directors.  The Board may provide for the payment to

any of the directors, other than officers or employees of the Corporation,  of a

specified amount for services as director or member of a committee of the Board,

or of a specified amount for attendance at each regular or special Board meeting

or committee  meeting,  or of both,  and all directors  shall be reimbursed  for

reasonable expenses of attendance at any such meeting;  provided,  however, that

nothing  herein  contained  shall be construed  to preclude  any  director  from

serving  the  Corporation  in any  other  capacity  and  receiving  compensation

therefor.

 

Section 12. Waiver of Notice.  Whenever any notice is required to be given under

the  provisions  of the General  Corporation  Law of the State of Delaware,  the

Certificate of Incorporation  or these Bylaws,  a waiver thereof,  signed by the

director  entitled  to such  notice,  whether  before or after  the time  stated

herein,  shall be deemed  equivalent  thereto.  Attendance  of a  director  at a

meeting  shall be  deemed  equivalent  to a  written  waiver  of  notice of such

meeting.

 

                                   ARTICLE IV

 

                             COMMITTEES OF THE BOARD

 

Section 1.  Appointment  and Powers of  Executive  Committee.  The Board may, by

resolution  adopted by the affirmative vote of majority of the authorized number

of directors,  designate an Executive Committee of the Board which shall consist

of such  number of members as the Board shall  determine.  Except as provided by

Delaware  law,  during the  interval  between  the  meetings  of the Board,  the

Executive Committee shall possess and may exercise all the power of the Board in

the management and direction of all the business and affairs of the  Corporation

(except the matters hereinafter assigned to any other Committee of the board) in

such manner as the Executive  Committee  shall deem in the best interests of the

Corporation in all cases in which specific  directions shall not have been given

by the  Board.  A  majority  of the  members of the  Executive  Committee  shall

constitute a quorum for the transaction of business by the committee and the act

of a majority  of the members of the  committee  present at a meeting at which a

quorum shall be present shall be the act of the  committee.  Either the Chairman

or the Board or the Chairman of the Executive Committee may call the meetings of

the Executive Committee.

 

Section  2.  Appointment  and  Powers  of Audit  Committee.  The Board  may,  by

resolution  adopted  by the  affirmative  vote of a majority  of the  authorized

number of  directors,  designate an Audit  Committee  of the board,  which shall

consist of such members as the Board shall determine.  The Audit Committee shall

(i) make  recommendations  to the Board as to the independent  accountants to be

appointed by the Board;  (ii) review with the independent  accountants the scope

of their examination;  (iii) receive the reports of the independent  accountants

and meet with  representatives  of such accountants for the purpose of reviewing

and considering  questions relating to their examination and such reports;  (iv)

review,  either  directly or through the independent  accountants,  the internal

accounting  and auditing  procedures  of the  Corporation;  and (v) perform such

other  functions  as may be assigned  to it from time to time by the Board.  The

Audit Committee may determine its manner of acting and fix the time and place of

its  meetings,  unless the Board  shall  otherwise  provide.  A majority  of the

members of the Audit Committee shall  constitute a quorum for the transaction of

business  by the  committee  and the act of a  majority  of the  members  of the

committee  present at a meeting which a quorum shall be present shall be the act

of the committee.

 

Section  3.  Other  Committees.  The Board  may,  by  resolution  adopted by the

affirmative vote of a majority of the authorized number of directors,  designate

members of the Board to  constitute  such other  committees  of the Board as the

Board may determine.  Such committees  shall in each case consist of such number

of directors as the board may determine, and shall have and may exercise, to the

extent  permitted by law,  such powers as the Board may delegate to them, in the

respective  resolutions  appointing  them. Each such committee may determine its

manner of acting  and fix the time and place of its  meeting,  unless  the Board

shall otherwise provide. A majority of the members of any such committee present

at a  meeting  at  which a  quorum  shall  be  present  shall  be the act of the

Committee.

 

Section 4. Action by Consent:  Participation by Telephone or Similar  Equipment.

Unless the Board shall otherwise provide, any action required or permitted to be

taken by any  committee  may be taken  without a meeting  if all  members of the

committee  consent in writing to the  adoption of a resolution  authorizing  the

action.  The resolution and the written  consents  thereto by the members of the

committee  shall be filed with the minutes of the  proceedings of the committee.

Unless the Board shall  otherwise  provide,  any one or more members of any such

committee may participate in any meeting of the committee by means of conference

telephone  or similar  communications  equipment  by means of which all  persons

participating  in the meeting can hear one another.  Participation by such means

shall constitute presence in person at a meeting of the committee.

 

Section 5. Changes in Committees:  Resignations,  Removals. The Board shall have

power,  by the  affirmative  vote of a  majority  of the  authorized  number  of

directors,  at any time to change the members of, to fill  vacancies  in, and to

discharge  any  committee  of the Board.  Any member of any such  committee  may

resign at any time by giving notice to the Corporation;  provided, however, that

notice to the Board, the Chairman of the Board,  the President,  the chairman of

such  committee or the  Secretary  shall be deemed to  constitute  notice to the

Corporation.  Such resignation  shall take effect upon receipt of such notice or

at any later time specified  therein;  and, unless otherwise  specified therein,

acceptance of such resignation shall not be necessary to make it effective.  Any

member of any such committee may be removed at any time,  either with or without

cause,  by the  affirmative  vote of a  majority  of the  authorized  number  of

directors at any meeting of the Board called for that purpose.

 

                                    ARTICLE V

 

                                    OFFICERS

 

Section 1. Number and Qualification. The Corporation shall have such officers as

may be necessary or desirable for the business of the  Corporation.  There shall

be elected by the Board of Directors  persons  having the titles and  exercising

the duties (as  prescribed by the Bylaws or by the Board) of the Chairman of the

Board,  President,  one or more  Vice  President,  any of whom,  upon his or her

election,  may  be  designated  an  Executive  Vice  President  or  Senior  Vice

President,  Treasurer and  Secretary,  and such other persons  having such other

titles and such other  duties as the Board may  prescribe.  The same  person may

hold more than one office. The Chairman of the Board shall be elected from among

the  directors.  The  Chairman  of the Board  may  appoint  one or more  deputy,

associate  or  assistant  officers,  or such other agents as may be necessary or

desirable  for the  business  of the  corporation.  In case one or more  deputy,

associate or assistant  officers shall be appointed,  the officer such appointee

assists  may  delegate to him the  authority  to perform  such of the  officer's

duties as the officer may determine.  Unless otherwise  determined by the Board,

the  officers  of the  Corporation  shall be  elected by the Board at the annual

meeting  of the  Board,  and  shall be  elected  to hold  office  until the next

succeeding  meeting of the Board.  In the event of the failure to elect officers

at such  annual  meeting,  officers  may be  elected  at any  regular or special

meeting of the Board.  Each officer  shall hold office until his  successor  has

been elected and qualified, or until his earlier death, resignation or removal.

 

Section 2.  Resignations.  Any officer may resign at any time by giving  written

notice to the  Corporation;  provided,  however,  that notice to the Board,  the

Chairman  of the  Board,  the  President  or the  Secretary  shall be  deemed to

constitute  notice to the Corporation.  Such resignation  shall take effect upon

receipt  of such  notice 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.

 

Section 3. Removal. Any officer or agent may be removed,  either with or without

cause,  at any  time,  by the  Board at any  meeting  called  for that  purpose;

provided, however, that the Chairman of the Board may remove any agent appointed

by him.

 

Section 4. Vacancies.  Any vacancy among the officers,  whether caused by death,

resignation,  removal or other cause,  shall be filled in the manner  prescribed

for election or appointment to such office.

 

Section 5.  Chairman of the Board.  The Chairman of the Board shall be the Chief

Executive  Officer of the Corporation  and shall,  subject to the control of the

Board of Directors, have the direction and control of the business,  affairs and

property of the  Corporation  and be  responsible  for the  coordination  of the

corporate  and  financial   policies  and  the  day-to-day   operations  of  the

Corporation,  and  shall  cause  all  orders  and  resolutions  of the  Board of

Directors to be carried into effect. The Chairman of the Board shall if present,

preside at all meetings of the Board and of the  shareholders.  He shall perform

the duties  incident  to the office of the  Chairman  of the Board and have such

other powers and perform all such other duties as are  specified in these Bylaws

or as shall be assigned to him from time to time by the Board of  Directors.  He

shall  perform the duties  incident to the office of the  President and all such

other  duties as are  specified  in these  Bylaws or as shall be assigned to him

from time to time by the Board.

 

Section 6. President.  The President shall be the Chief Operating Officer of the

Corporation  and shall,  subject to the control of the Chairman of the Board, be

responsible for the day-to-day operations of the Corporation.  In the absence of

the Chairman of the Board or if there shall be no such  officer,  the  President

shall preside at all meetings of the  shareholders and of the Board of Directors

at which he is present.

 

Section 7. Vice  President.  Each Vice  President  shall perform such duties and

exercise such powers as may be assigned to him from time to time by a resolution

of a  majority  of the  Board of  Directors,  the  Chairman  of the Board or the

President.  The Vice President  designated by the Board of Directors (or, in the

absence of such designation, by the Chairman of the Board) shall, at the request

of the Chairman of the Board or the President, or in the event of the absence or

disability of both of such  officers,  perform all the duties of the Chairman of

the Board of Directors or the President.  When so acting,  such  designated Vice

President shall have the powers of and be subject to all the  restrictions  upon

the Chairman of the Board of Directors or the President or both, as the case may

be.

 

Section 8.  Treasurer.  The  Treasurer  shall have charge and custody of, and be

responsible  for, all funds and securities of the  Corporation,  shall keep full

and accurate  accounts of receipts and  disbursements  in books belonging to the

Corporation,  shall  deposit all moneys and other  valuable to the credit of the

Corporation in such depositories as may be designated  pursuant to these Bylaws,

shall receive,  and give receipts for, moneys due and payable to the Corporation

from any source  whatsoever,  shall  disburse the funds of the  Corporation  and

shall  render to all regular  meetings of the Board,  or whenever  the Board may

require, an account of all his transactions as Treasurer.  He shall, in general,

perform all the duties  incident to the office of  Treasurer  and all such other

duties as may be  assigned  to him from time to time by the Board of  Directors,

Chairman of the Board,  President  or such other  officer to whom the  Treasurer

reports.

 

Section 9. Secretary. The Secretary shall, if present, act as secretary of, and

keep the minutes of all meetings of the Board, the Executive Committee and other

committees of the Board and the shareholders in one or more books provided for

that purpose, shall see that all notices are duly given in accordance with these

Bylaws and as required by law, shall be custodian of the seal of the Corporation

and shall affix and attest the seal to all documents to be executed on behalf of

the Corporation under its seal. He shall, in general, perform all the duties

incident to the office of Secretary and all such other duties as may be assigned

to him from time to time by the Board of Directors, Chairman of the Board,

President or such other officer to whom the Secretary reports.

 

Section  10.  Additional  Officers.  The Board of  Directors  may by  resolution

appoint  such other  officers  and agents as it may deem  appropriate,  and such

other  officers  and agents  shall hold their  offices  for such terms and shall

exercise such powers and perform such duties as may be  determined  from time to

time by the Board of  Directors.  The Board of  Directors  from time to time may

delegate  to any officer or agent the power to appoint  subordinate  officers or

agents and to prescribe their respective  rights,  terms of office,  authorities

and duties. Any such officer or agent may remove any such subordinate officer or

agent appointed by him, with or without cause.

 

Section 11.  Bonds of  Officers.  If  required by the Board,  any officer of the

Corporation  shall give a bond for the faithful  discharge of his duties in such

amount and with such surety or sureties as the Board may require.

 

                                   ARTICLE VI

 

                    CONTRACTS, CHECKS, LOANS, DEPOSITS, ETC.

 

Section 1. Contracts.  The Chairman of the Board or President may enter into any

contract or execute and deliver any  instrument in the name and on behalf of the

Corporation. In addition, the Board may authorize any officer or officers, agent

or  agents,  in the name and on behalf  of the  Corporation,  to enter  into any

contract or to execute and deliver any instrument,  which  authorization  may be

general or confined to specific  instances;  and,  unless so  authorized  by the

Board,  no officer,  agent or employee shall have any power or authority to bind

the  Corporation  by any  contract or  engagement  or to pledge its credit or to

render it liable pecuniarily for any purpose or for any amount.

 

Section 2. Checks,  etc. All checks,  drafts,  bills of exchange or other orders

for the payment of money out of the funds of the  Corporation,  and all notes or

other evidences of indebtedness of the Corporation,  shall be signed in the name

and on behalf of the  Corporation  in such  manner as shall from time to time be

authorized  by the Board,  which  authorization  may be general or  confined  to

specific instances.

 

Section 3. Loans. No loan shall be obtained or contracted for by or on behalf of

the  Corporation,  and no negotiable  paper shall be issued in its name,  unless

authorized  by the Board,  which  authorization  may be general or  confined  to

specific  instances.  Any  officer  or agent  of the  Corporation  thereunto  so

authorized may obtain loans and advances for the Corporation, and for such loans

and advances may make,  execute and deliver  promissory  notes,  bonds, or other

evidences of  indebtedness  of the  Corporation  and may pledge,  hypothecate or

transfer  as  security  for  the  payment  of  any  and  all  loans,   advances,

indebtedness  and  liabilities of the  Corporation,  any and all stocks,  bonds,

other  personal  property,  securities or  receivables  at any time owned by the

Corporation  or to which it is or will be at any time  entitled,  and to the end

may endorse, assign and deliver the same and do every act and thing necessary or

proper in connection therewith.

 

Section 4. Deposits.  All funds of the Corporation not otherwise  employed shall

be deposited  from time to time to the credit of the  Corporation in such banks,

trust  companies  or other  depositories  as may be selected by or in the manner

designated  by the Board or as may be selected or in a manner  designated by any

officer or officers authorized so to do by the Board. The Board or its designees

may make such special rules and regulations  with respect so such bank accounts,

not  inconsistent  with the provisions of the  Certificate of  Incorporation  or

these Bylaws, as they may deem advisable.

 

Section 5.  Proxies.  Proxies  to vote with  respect to shares of stock of other

corporations owned by or standing in the name of the Corporation may be executed

and delivered from time to time on behalf of the  Corporation by the Chairman of

the Board or the  President,  or any Vice  President  or other person or persons

thereunto authorized by the Board of Directors.

 

                                   ARTICLE VII

 

                                  CAPITAL STOCK

 

Section 1.  Certificates of Stock. The shares of stock of the Corporation  shall

be either certificated shares or uncertificated shares or a combination thereof.

A resolution  approved by a majority of the  directors on the Board of Directors

may  provide  that some or all of any or all  classes or series of the shares of

the Corporation  will be  uncertificated  shares.  Any certificate  representing

shares of the  Corporation  shall be signed by or in the name of the Corporation

by the Chairman of the Board of Directors or the President, and by the Treasurer

or an  Assistant  Treasurer or the  Secretary  or an Assistant  Secretary of the

Corporation.  Any or all of the  signatures  appearing  on such  certificate  or

certificates may be a facsimile. If any officer, transfer agent or registrar who

has signed or whose facsimile signature has been placed upon a certificate shall

have  ceased  to be such  officer,  transfer  agent  or  registrar  before  such

certificate is issued,  it may be issued by the Corporation with the same effect

as if he were such officer, transfer agent or registrar at the date of issue.

 

Within a  reasonable  time after the  issuance  or  transfer  of  uncertificated

shares,  the  Corporation  shall send to the registered  owner thereof a written

notice that shall set forth the name of the Corporation, that the Corporation is

organized under the laws of the State of Delaware,  the name of the stockholder,

the number and class (and the  designation of the series,  if any) of the shares

represented, and any restrictions on the transfer or registration of such shares

of stock  imposed  by the  Corporation's  Certificate  of  Incorporation,  these

Bylaws, any agreement among  stockholders or any agreement between  stockholders

and the Corporation.

 

Each  certificate  for shares of stock which are subject to any  restriction  on

transfer  pursuant to the Certificate of Incorporation,  the Bylaws,  applicable

securities  laws or any agreement among any number of stockholders or among such

holders and the Corporation shall have  conspicuously  noted on the face or back

of such  certificate  either the full text of such restriction or a statement of

the existence of such restriction.

 

 

Section 2. List of Shareholders Entitled to Vote. The officer of the Corporation

who has charge of the stock ledger of the Corporation  shall prepare and make or

cause  to be  prepared  or  made,  at  least 10 days  before  every  meeting  of

shareholders,  a  complete  list  of the  shareholders  entitled  to vote at the

meeting  arranged  in  alphabetical  order,  and  showing  the  address  of each

shareholder and the number of shares of capital stock  registered in the name of

each shareholder. Such list shall be open to the examination of any shareholder,

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  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 for the duration thereof,  and my be inspected by any shareholder of

the Corporation who is present.

 

Section 3. Stock Ledger.  The stock ledger of the Corporation  shall be the only

evidence as to who are the  shareholders  entitled to examine the stock  ledger,

the  list  required  by  Section  2 of  this  Article  VII or the  books  of the

Corporation, or to vote in person or by proxy at any meeting of shareholders.

 

Section 4. Transfers of Capital Stock.  Shares of stock shall be transferable on

the books of the  Corporation  pursuant  to  applicable  law and such  rules and

regulations as the Board of Directors  shall from time to time  prescribe.  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,  assignation  or authority to transfer,  it shall be the duty of the

Corporation  to  issue  a  new  certificate  or  evidence  of  the  issuance  of

uncertificated  shares  to the  stockholder  entitled  thereto,  cancel  the old

certificate and record the transaction upon the  Corporation's  books.  Upon the

surrender of any certificate for transfer of stock,  such  certificate  shall at

once be conspicuously marked on its face "Canceled" and filed with the permanent

stock records of the Corporation.

 

Upon  receipt  of proper  transfer  instructions  from the  registered  owner of

uncertificated shares, such uncertificated shares shall be canceled, issuance of

new equivalent  shares or  certificated  shares shall be made to the stockholder

entitled  thereto and the  transaction  shall be recorded  upon the books of the

Corporation.  If the Corporation has a transfer agent or registrar acting on its

behalf,  the  signature  of any  officer  or  representative  thereof  may be in

facsimile.

 

The Board of Directors may appoint a transfer agent and one or more  co-transfer

agents and  registrar  and one or more  co-registrars  and may make or authorize

such agent to make all such rules and regulations  deemed  expedient  concerning

the issue, transfer and registration of shares of stock.

 

Section 5. Lost Certificates. The Board of Directors may direct either (i) a new

certificate to be issued in place of any certificate  theretofore  issued by the

Corporation   alleged  to  have  been  lost,   stolen  or  destroyed,   or  (ii)

uncertificated  shares in place of any  certificate or  certificates  previously

issued by the  Corporation,  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 uncertificated  shares, 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 his

legal  representative,  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 6. Fixing of Record Date.  In order that the  Corporation  may determine

the shareholders entitled to notice of or to vote at any meeting of shareholders

or any adjournment  thereof,  or entitled to receive payment of any dividends or

other  distributions  or allotments  of any rights,  or entitled to exercise any

rights in respect to any change,  conversion  or  exchange of stock,  or for the

purpose of any other  lawful  action,  the Board may fix, in  advance,  a record

date, which shall not be more than 60 days nor less than 10 days before the date

of  such  meeting,  nor  more  than  60  days  prior  to  any  other  action.  A

determination  of  shareholders  of record entitled to notice of or to vote at a

meeting of shareholders shall apply to any adjournment of the meeting; provided,

however, that the Board of Directors may fix a new record date for the adjourned

meeting.

 

Section 7. Beneficial Owners. The Corporation shall be entitled to recognize the

exclusive  right of a person  registered  on its books as the owner of shares to

receive  dividends  and to vote as such owner,  and to hold liable for calls and

assessments a person  registered on its books as the owner of shares,  and shall

not be bound to  recognize  any  equitable or other claim to or interest in such

shares on the part of any other  person,  whether or not the  Corporation  shall

have express or other notice thereof, except as otherwise provided by law

 

                                   FISCAL YEAR

 

The Corporation's fiscal year shall coincide with the calendar year.

 

                                   ARTICLE IX

 

                                 INDEMNIFICATION

 

Section 1. Nature of Indemnity.  The Corporation  shall indemnify 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,  by  reason  of the fact  that he is or was or has  agreed to

become a director  or officer of the  Corporation,  or is or was  serving or has

agreed to serve at the request of the  Corporation as a director or officer,  of

another corporation,  partnership,  joint venture, trust or other enterprise, or

by reason of any action  alleged to have been taken or omitted in such capacity,

and may indemnify any person who was or is a party or is threatened to be made a

party to such an action,  suit or proceeding by reason of the fact that he is or

was or has agreed to become an  employee or agent of the  Corporation,  or is or

was  serving or has  agreed to serve at the  request  of the  Corporation  as an

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 or on his

behalf in  connection  with  such  action,  suit or  proceeding  and any  appeal

therefrom,  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;  except that in the case of an action or suit by or in the

right  of  the  Corporation  to  procure  a  judgment  in  its  favor  (1)  such

indemnification  shall  be  limited  to  expenses  (including  attorneys'  fees)

actually and reasonably  incurred by such person in the defense or settlement of

such action or suit, and (2) no indemnification  shall be made in respect of any

claim,  issue or matter as to which such person  shall have been  adjudged to be

liable to the Corporation  unless and only to the extent that the Delaware Court

of  Chancery  or the  court in which  such  action  or suit  was  brought  shall

determine 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 Delaware Court of Chancery or

such other court shall deem proper.

 

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 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 2. Successful Defense. 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 Section 1 hereof 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 3. Determination That  Indemnification is Proper. Any indemnification of

a director or officer of the Corporation  under Section 1 hereof (unless ordered

by a court) shall be made by the Corporation unless a determination is made that

indemnification  of the  director or officer is not proper in the  circumstances

because he has not met the applicable standard of conduct set forth in Section 1

hereof.  Any  indemnification  of an employee or agent of the corporation  under

Section 1 hereof (unless ordered by a court) may be made by the Corporation upon

a determination  that  indemnification of the employee or agent is proper in the

circumstances because he has met the applicable standard of conduct set forth in

Section  1  hereof.  Any such  determination  shall be made (1) 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 (2) 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 (3) by the

shareholders.

 

Section 4. Advance Payment of Expenses.  Expenses  (including  attorneys'  fees)

incurred  by  a  director  or  officer  in   defending   any  civil,   criminal,

administrative or investigative  action, suit or proceeding shall be paid by the

Corporation  in  advance  of the  final  disposition  of  such  action,  suit or

proceeding  upon  receipt of an  undertaking  by or on behalf of the director or

officer to repay such amount if it shall ultimately be determined that he is not

entitled to be  indemnified  by the  Corporation  as authorized in this Article.

Such expenses (including attorneys' fees) incurred by other employees and agents

may be so paid upon such terms and conditions, if any, as the Board of Directors

deems  appropriate.  The Board of  Directors  may  authorize  the  Corporation's

counsel to represent  such director,  officer,  employee or agent in any action,

suit or  proceeding,  whether or not the  Corporation is a party to such action,

suit or proceeding.

 

Section  5.  Procedure  for  Indemnification  of  Directors  and  Officers.  Any

indemnification  of a director or officer of the Corporation under Section 1 and

2, or advance of costs,  charges and  expenses  to a director  or officer  under

Section 4 of this Article,  shall be made  promptly,  and in any event within 30

days, upon the written request of the director or officer. If a determination by

the  Corporation  that the  director or officer is  entitled to  indemnification

pursuant  to this  Article is  required,  and the  Corporation  fails to respond

within sixty days to a written request for indemnity,  the Corporation  shall be

deemed  to have  approved  such  request.  If the  Corporation  denies a written

request for  indemnity or  advancement  of expenses,  in whole or in part, or if

payment in full  pursuant to such request is not made within 30 days,  the right

to  indemnification  or advances as granted by this Article shall be enforceable

by the director or officer in any court of competent jurisdiction. Such person's

costs and expenses  incurred in connection with  successfully  establishing  his

right to indemnification,  in whole or in part, in any such action shall also be

indemnified by the Corporation.  It shall be a defense to any such action (other

than an action brought to enforce a claim for the advance of costs,  charges and

to enforce a claim for the advance of costs,  charges and expenses under Section

4 of this Article where the required  undertaking,  if any, has been received by

the Corporation) that the claimant has not met the standard of conduct set forth

in Section 1 of this Article, but the burden of proving such defense shall be on

the Corporation.  Neither the failure of the Corporation (including its Board of

Directors,  its independent legal counsel,  and its shareholders) to have made a

determination  prior to the commencement of such action that  indemnification of

the claimant is proper in the  circumstances  because he has met the  applicable

standard  of conduct set forth in Section 1 of this  Article,  nor the fact that

there has been an actual  determination by the Corporation  (including its Board

of Directors,  its independent  legal counsel,  and its  shareholders)  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. Survival; Preservation of Other Rights. The foregoing indemnification

provisions  shall be deemed to be a contract  between the  Corporation  and each

director,  officer,  employee  and agent who serves in any such  capacity at any

time while these  provisions as well as the relevant  provisions of the Delaware

Corporation Law are in effect and any repeal or  modification  thereof shall not

affect any right or obligation  then existing with respect to any state of facts

then or  previously  existing or any action,  suit or  proceeding  previously or

thereafter  brought or threatened  based in whole or in part upon any such state

of facts. Such a "contract right" may not be modified  retroactively without the

consent of such director, officer, employee or agent.

 

The indemnification provided by this Article IX shall not be deemed exclusive of

any other rights to which those  indemnified  may be entitled  under any by-law,

agreement, vote of shareholders 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 7. Insurance.  The Corporation shall purchase and maintain  insurance on

behalf of any person who is or was or has agreed to become a director or officer

of the Corporation,  or is or was serving at the request of the Corporation as a

director or officer of another corporation, partnership, joint venture, trust or

other enterprise  against any liability asserted against him and incurred by him

or on his behalf 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,  provided  that  such

insurance is available on acceptable terms, which determination shall be made by

a vote of a majority of the entire Board of Directors.

 

Section  8.  Severability.  If this  Article  or any  portion  hereof  shall  be

invalidated  on any  ground by any  court of  competent  jurisdiction,  then the

Corporation  shall  nevertheless  indemnify  each  director  or officer  and may

indemnify  each employee or agent of the  Corporation  as to costs,  charges and

expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in

settlement  with  respect to any  action,  suit or  proceeding,  whether  civil,

criminal,  administrative  or  investigative,  including  an action by or in the

right of the  Corporation,  to the fullest  extent  permitted by any  applicable

portion of this Article that shall not have been  invalidated and to the fullest

extent permitted by applicable law.

 

                                    ARTICLE X

 

                                      SEAL

 

The  Corporate  seal  shall be  circular  in form and shall bear the name of the

Corporation and words and figures  denoting Its  organization  under the laws of

the State of Delaware and the year thereof and  otherwise  shall be in such form

as shall be approved from time to time by the Board of Directors.

 

                                   ARTICLE XI

 

                                WAIVER OF NOTICE

 

Whenever  any notice is required by law, the  Certificate  of  Incorporation  or

these Bylaws to be given to any director,  member of a committee or shareholder,

a waiver  thereof in  writing,  signed by the person  entitled  to such  notice,

whether signed before or after the time stated in such written waiver,  shall be

deemed  equivalent  to such notice.  Attendance  of a person at a meeting  shall

constitute a waiver of notice of such meeting, except when such person attends a

meeting for the express  purpose of objecting,  at the beginning of the meeting,

to the  transaction  of any  business  on the  grounds  that the  meeting is not

lawfully  called or convened.  Neither the business to be transacted at, nor the

purpose  of,  any  meeting  of the  shareholders,  directors,  or  members  of a

committee of directors need be specified in any written waiver of notice.

 

                                   ARTICLE XII

 

                                   AMENDMENTS

 

These Bylaws or any of them may be amended,  repealed,  in any respect,  and new

Bylaws  adopted at any time,  either (i) at any annual or special  shareholders'

meeting,  by  an  affirmative  vote  of 66  2/3%  of  the  shareholders  of  the

Corporation  entitled to vote  generally in the  election of directors  provided

that any amendment,  repeal or new Bylaws  proposed to be acted upon at any such

meeting  shall have been  described or referred to in the notice of such meeting

or (ii) by an  affirmative  vote of a majority of the  directors  present at any

organizational,  regular,  or special meeting of the Board of Directors provided

that any amendment,  repeal or new by-Law  proposed to be acted upon at any such

meeting shall have been described or referenced to in the notice of such meeting

or an  announcement  with  respect  thereto  shall  have  been  made at the last

previous board meeting.  Notwithstanding the foregoing and anything contained in

these  Bylaws to the  contrary,  Section 3  ("Special  Meetings")  or  Section 7

("Order of Business") of Article II ("Meeting of  Shareholders")  of the Bylaws;

Section 2 ("Number,  Election and Terms"), Section 3 ("Nominations of Directors,

Elections") or Section 6 ("Special  Meetings") of Article III  ("Directors")  of

the Bylaws; or Article XII  ("Amendments") of the Bylaws shall not be amended or

repealed and no provision inconsistent with any thereof shall be adopted without

the  affirmative  vote  of the 66  2/3%  of the  shareholders  entitled  to vote

generally  for the election of  directors,  voting  together as a single  class.

Notwithstanding  anything  contained  in  these  Bylaws  to  the  contrary,  the

affirmative vote of the 66 2/3% of the  shareholders  entitled to vote generally

for the  election  of  directors,  voting  together  as a single  class shall be

required  to amend or repeal,  or adopt any  provision  inconsistent  with,  any

provision or this Article XII.

 

                                  ARTICLE XIII

 

                                  CONSTRUCTION

 

In the event of any conflict between the provisions of these Bylaws as in effect

from time to time and the provisions of the Certificate of  Incorporation of the

Corporation as in effect from time to time,  the provisions of such  certificate

of incorporation shall be controlling.

[As Filed:  12/26/2007]