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<SEC-DOCUMENT>0000930413-07-009668.txt : 20071228
<SEC-HEADER>0000930413-07-009668.hdr.sgml : 20071228
<ACCEPTANCE-DATETIME>20071228101749
ACCESSION NUMBER:		0000930413-07-009668
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20071228
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20071228
DATE AS OF CHANGE:		20071228

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ARK RESTAURANTS CORP
		CENTRAL INDEX KEY:			0000779544
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-EATING PLACES [5812]
		IRS NUMBER:				133156768
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-09453
		FILM NUMBER:		071330454

	BUSINESS ADDRESS:	
		STREET 1:		85 FIFTH AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10003-3019
		BUSINESS PHONE:		2122068800

	MAIL ADDRESS:	
		STREET 1:		85 FIFTH AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10003-3019
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>c51775_8k.htm
<TEXT>

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<P align="center">
<FONT size=2 face="serif">UNITED STATES </FONT><BR>
<FONT size=2 face="serif">SECURITIES AND EXCHANGE COMMISSION</FONT><BR>
<FONT size=2 face="serif">Washington, DC 20549</FONT></P>
<P align="center">
<FONT size=2 face="serif">Form 8-K </FONT><BR>
<BR>
<FONT size=2 face="serif">Current Report</FONT></P>
<P align="center">
<FONT size=2 face="serif">Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934</FONT></P>
<P align="center">
<FONT size=2 face="serif">Date of Report (Date of earliest event reported): December 28, 2007</FONT></P>
<P align="center">
<FONT size=2 face="serif">ARK RESTAURANTS CORP. </FONT><BR>
<FONT size=2 face="serif">(Exact name of registrant as specified in its charter) </FONT></P>
<P align="center">
<FONT size=2 face="serif">Commission file number 0-14030</FONT></P>
<TABLE width="100%" border=0 cellpadding=0 cellspacing=0>
<TR valign="bottom">
  <TD width="31%" align=left nowrap style="border-bottom:1px solid #000000">
    <div align="center"><FONT size=2 face="serif">New York</FONT></div></TD>
  <TD width="38%">  <div align="center"></div></TD>
  <TD width="31%" align=center nowrap  style="border-bottom:1px solid #000000">
    <div align="center"><FONT size=2 face="serif">13-3156768</FONT> </div></TD>
</TR>
<TR valign="bottom">
  <TD align=left nowrap>
    <div align="center"><FONT size=2 face="serif">(State or other jurisdiction of</FONT> </div></TD>
  <TD>  <div align="center"></div></TD>
  <TD align=left nowrap>
    <div align="center"><FONT size=2 face="serif">(I.R.S. Employer</FONT> </div></TD>
</TR>
<TR valign="bottom">
  <TD align=left nowrap>
    <div align="center"><FONT size=2 face="serif">incorporation or organization)</FONT> </div></TD>
  <TD>  <div align="center"></div></TD>
  <TD align=left nowrap>
    <div align="center"><FONT size=2 face="serif">Identification No.)</FONT> </div></TD>
</TR>
</TABLE>
<BR>
<P align="center">
<FONT size=2 face="serif">85 Fifth Avenue </FONT><BR>
<FONT size=2 face="serif">New York, NY 10003 </FONT><BR>
<FONT size=2 face="serif">(Address of principal executive offices, with zip code) </FONT><BR>
<BR>
<FONT size=2 face="serif">(212) 206-8800 </FONT><BR>
<FONT size=2 face="serif">(Registrant's telephone number, including area code) </FONT><BR>
<BR>
<FONT size=2 face="serif">N/A</FONT><BR>
<FONT size=2 face="serif">(Former name or former address, if changed since last report)</FONT></P>
<P align="center">&nbsp;</P>
<TABLE width="100%" border=0 cellpadding=0 cellspacing=0>
<TR valign="bottom">
  <TD colspan="3" align=left nowrap><FONT size=2 face="serif">Check the appropriate
      box below if the Form 8-K filing is intended to simultaneously satisfy
    the filing obligation of the registrant under any of the following provisions:</FONT></TD>
  </TR>
<TR valign="bottom">
  <TD align=left nowrap>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align=left nowrap>&nbsp;</TD>
</TR>
<TR valign="bottom">
  <TD align=left nowrap>
<FONT size=2 face="serif">[ ]</FONT>  </TD>
  <TD>&nbsp;  </TD>
  <TD align=left nowrap>
<FONT size=2 face="serif">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</FONT>  </TD>
</TR>
<TR valign="bottom">
  <TD align=left nowrap>
<FONT size=2 face="serif">[ ]</FONT>  </TD>
  <TD>&nbsp;  </TD>
  <TD align=left nowrap>
<FONT size=2 face="serif">Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</FONT>  </TD>
</TR>
<TR valign="bottom">
  <TD align=left nowrap>
<FONT size=2 face="serif">[ ]</FONT>  </TD>
  <TD>&nbsp;  </TD>
  <TD align=left nowrap>
<FONT size=2 face="serif">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17</FONT>  </TD>
</TR>
<TR valign="bottom">
  <TD align=left nowrap>&nbsp;  </TD>
  <TD>&nbsp;  </TD>
  <TD align=left nowrap>
<FONT size=2 face="serif">CFR 240.14d 2(b))</FONT>  </TD>
</TR>
<TR valign="bottom">
  <TD align=left nowrap>
<FONT size=2 face="serif">[ ]</FONT>  </TD>
  <TD>&nbsp;  </TD>
  <TD align=left nowrap>
<FONT size=2 face="serif">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17</FONT>  </TD>
</TR>
<TR valign="bottom">
  <TD align=left nowrap>&nbsp;  </TD>
  <TD>&nbsp;  </TD>
  <TD align=left nowrap>
<FONT size=2 face="serif">CFR 240.13e-4(c))</FONT>  </TD>
</TR>
</TABLE>
<BR>

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<P align="left" style="page-break-before:always"></P><PAGE>
<P align="left">
<B><FONT size=2 face="serif">Item 5.03&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">On December 28, 2007, the Board of Directors of Ark Restaurants Corp. (the &#147;Company&#148;) amended the by-laws of the Company (the &#147;By-laws&#148;), effective immediately. Article IV
of the By-laws now permits the Board of Directors to authorize the issuance of uncertificated shares of the Company&#146;s capital stock. The purpose of the amendments to Article IV are to satisfy a new requirement that all securities traded on the
Nasdaq Stock Market be eligible by January 1, 2008 for a Direct Registration Program operated by a clearing agency registered under Section 17A of the Securities Exchange Act of 1934. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">A restated copy of the
By-laws, as amended to date, is filed as Exhibit 3.1(ii) to this</FONT> <FONT size=2 face="serif">report.</FONT></P>
<P align="left"> <B><FONT size=2 face="serif">Item 9.01</FONT></B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  <B><FONT size=2 face="serif">Financial
Statements and Exhibits.</FONT></B> </P>
<TABLE width="100%" border=0 cellpadding=0 cellspacing=0>

<TR valign="bottom">
  <TD width=10% align=left nowrap><div align="right"><FONT size=2 face="serif">(d)</FONT> </div></TD>
  <TD width=4% align=left nowrap>&nbsp;</TD>
  <TD width=86% align=left nowrap><FONT size=2 face="serif">Exhibits</FONT>  </TD>
</TR>
<TR valign="bottom">
  <TD align=left nowrap>&nbsp;</TD>
  <TD align=left nowrap>&nbsp;</TD>
  <TD align=left nowrap>&nbsp;</TD>
</TR>
<TR valign="bottom">
  <TD align=left nowrap>
    <div align="right"><FONT size=2 face="serif">Exhibit No.</FONT> </div></TD>
  <TD align=left nowrap>&nbsp;</TD>
  <TD align=left nowrap><FONT size=2 face="serif">Description</FONT>  </TD>
</TR>
<TR valign="bottom">
  <TD align=left nowrap>&nbsp;</TD>
  <TD align=left nowrap>&nbsp;</TD>
  <TD align=left nowrap>&nbsp;</TD>
</TR>
<TR valign="bottom">
  <TD align=left nowrap><div align="right"><FONT size=2 face="serif">3.1(ii)</FONT> </div></TD>
  <TD align=left nowrap>&nbsp;</TD>
  <TD align=left nowrap><FONT size=2 face="serif">By-laws, as amended and restated through December 28, 2007.</FONT>  </TD>
</TR>
</TABLE>
<BR>

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<P align="left" style="page-break-before:always"></P><PAGE>
<P align="center">
<B><FONT size=2 face="serif">SIGNATURES</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.</FONT></P>
<P align="left">&nbsp;</P>
<P align="left">&nbsp;</P>
<table width="100%" border="0" cellspacing="0" cellpadding="0">
  <tr>
    <td>&nbsp;</td>
    <td colspan="2"><FONT size=2 face="serif">ARK RESTAURANT CORP.</FONT></td>
  </tr>
  <tr>
    <td>&nbsp;</td>
    <td>&nbsp;</td>
    <td style="border-BOTTOM:1px solid #000000"></td>
  </tr>
  <tr>
    <td>&nbsp;</td>
    <td>&nbsp;</td>
    <td style="border-BOTTOM:1px solid #000000"></td>
  </tr>
  <tr>
    <td>&nbsp;</td>
    <td>&nbsp;</td>
    <td style="border-BOTTOM:1px solid #000000"></td>
  </tr>
  <tr>
    <td width="71%">&nbsp;</td>
    <td width="3%"><FONT size=2 face="serif">By: </FONT></td>
    <td width="26%" style="border-BOTTOM:1px solid #000000"><FONT size=2 face="serif">/s/
    Michael Weinstein </FONT></td>
  </tr>
  <tr>
    <td>&nbsp;</td>
    <td>&nbsp;</td>
    <td><FONT size=2 face="serif">Chief Executive Officer</FONT></td>
  </tr>
</table>
<P align="left">
<FONT size=2 face="serif">Date: December 28, 2007</FONT></P>

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<DOCUMENT>
<TYPE>EX-3.1(II)
<SEQUENCE>2
<FILENAME>c51775_ex3-1ii.htm
<TEXT>

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<P align="right">
<FONT size=2 face="serif">Exhibit 3.1(ii)</FONT></P>
<P align="center">
<FONT face="serif">BY LAWS</FONT></P>
<P align="center">
<FONT face="serif">OF</FONT></P>
<P align="center">
<FONT face="serif">ARK RESTAURANTS CORP.</FONT></P>
<P align="center">
<FONT face="serif">(Formed under the laws of the State of New York)</FONT></P>
<P align="center">
<FONT face="serif">&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;</FONT></P>
<P align="center">
<FONT face="serif">ARTICLE I </FONT><BR>
<BR>
<FONT face="serif">SHAREHOLDERS</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 1. </FONT><U><FONT face="serif">Annual Meeting</FONT></U><FONT face="serif">. A meeting of the shareholders shall be held annually for the election of directors and the transaction of other
business on such date in each year as may be determined by the Board of Directors, but in no event later than 180 days following the end of the fiscal year of the Corporation. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 2. </FONT><U><FONT face="serif">Special Meetings</FONT></U><FONT face="serif">. Special meetings of the shareholders may be called by the Board of Directors or, subject to the control of the
Board, by the President and shall be called by the Board upon the written request of the holders of record of a majority of the outstanding shares of the Corporation entitled to vote at the meeting requested to be called. Such request shall state
the purpose or purposes of the proposed meeting. At such meetings the only business which may be transacted is that relating to the purpose or purposes set forth in the notice thereof.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 3. </FONT><U><FONT face="serif">Place of Meetings</FONT></U><FONT face="serif">. Meetings of shareholders shall be held at such place, within or without the State of New York, as may be fixed
by the Board of Directors. If no place is so fixed, such meetings shall be held at the office of the Corporation in the State of New York.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 4. </FONT><U><FONT face="serif">Notice of Meetings</FONT></U><FONT face="serif">. Notice of each meeting of shareholders shall be given in writing and shall state the place, date and hour of
the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Notice of a special meeting shall indicate that it is being issued by or at the direction of the person or persons calling or requesting the
meeting.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">If, at any meeting, action is proposed to be taken which would, if taken, entitle objecting shareholders fulfilling the requirements of Section 623 of the Business Corporation Law (procedure to
enforce shareholder&#146;s right to receive payment for shares) to receive payment for their shares, the notice shall include a statement of that purpose </FONT></P>

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<P align="left" style="page-break-before:always"></P><PAGE>
<P align="left">
<FONT face="serif">and to that effect and shall be accompanied by a copy of Section 623 or an outline of Section 623&#146;s material terms.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">A copy of the notice of each meeting shall be given, personally or by first class mail, not less than ten nor more than 50 days before the date of the meeting, to each shareholder entitled to vote at
such meeting. If mailed, such notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his address as it appears on the record of shareholders, or, if he shall have filed with the
Secretary of the Corporation a written request that notices to him be mailed to some other address, then directed to him at such other address.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the
meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. However, if after the adjournment the Board of Directors fixes a new record
date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice under the preceding paragraphs of this Section 4.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 5. </FONT><U><FONT face="serif">Waiver of Notice</FONT></U><FONT face="serif">. Notice of meeting need not be given to any shareholder who submits a signed waiver of notice, in person or by
proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by
him.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 6. </FONT><U><FONT face="serif">Inspectors of Election</FONT></U><FONT face="serif">. The Board of Directors, in advance of any shareholders&#146; meeting, may appoint one or more inspectors
to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders&#146; meeting may, and on the request of any shareholder entitled to vote thereat shall, appoint two inspectors. In case any
person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the validity and effect of proxies,
and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting or any shareholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter
determined by them and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.</FONT></P>

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<P align="left" style="page-break-before:always"></P><PAGE>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 7. </FONT><U><FONT face="serif">List of Shareholders at Meetings</FONT></U><FONT face="serif">. A list of shareholders as of the record date, certified by the Secretary or any Assistant
Secretary or by a transfer agent, shall be produced at any meeting of shareholders upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding
thereat, shall require such list of shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such
meeting.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 8. </FONT><U><FONT face="serif">Qualification of Voters</FONT></U><FONT face="serif">. Unless otherwise provided in the certificate of incorporation, every shareholder of record shall be
entitled at every meeting of shareholders to one vote for every share standing in his name on the record of shareholders.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Treasury shares as of the record date and shares held as of the record date by another domestic or foreign corporation of any type or kind, if a majority of the shares entitled to vote in the election
of directors of such other corporation is held as of the record date by the Corporation, shall not be shares entitled to vote or to be counted in determining the total number of outstanding shares.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Shares held by an administrator, executor, guardian, conservator, committee, or other fiduciary, except a trustee, may be voted by him, either in person or by proxy, without transfer of such shares
into his name. Shares held by a trustee may be voted by him, either in person or by proxy, only after the shares have been transferred into his name as trustee or into the name of his nominee.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, or a nominee of the pledgee.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Shares standing in the name of another domestic or foreign corporation of any type or kind may be voted by such officer, agent or proxy as the by-laws of such corporation may provide, or, in the
absence of such provision, as the board of directors of such corporation may determine.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">A shareholder shall not sell his vote or issue a proxy to vote to any person for any sum of money or anything of value except as permitted by law.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 9. </FONT><U><FONT face="serif">Quorum of Shareholders</FONT></U><FONT face="serif">. The holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of
shareholders for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or series, voting as a class, the holders of a majority of the shares of such class or series shall constitute a
quorum for the transaction of such specified item of business.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders. </FONT></P>

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<P align="left" style="page-break-before:always"></P><PAGE>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">The shareholders who are present in person or by proxy and who are entitled to vote may, by a majority of votes cast, adjourn the meeting despite the absence of a quorum.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 10. </FONT><U><FONT face="serif">Proxies</FONT></U><FONT face="serif">. Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may
authorize another person or persons to act for him by proxy.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every
proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy, unless before the authority is exercised, written notice of
an adjudication of such incompetence or of such death is received by the Secretary or any Assistant Secretary.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 11. </FONT><U><FONT face="serif">Vote or Consent of Shareholders</FONT></U><FONT face="serif">. Directors shall, except as otherwise required by law or by the certificate of incorporation, be
elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Whenever any corporate action, other than the election of directors, is to be taken by vote of the shareholders, it shall, except as otherwise required by law or by the certificate of incorporation,
be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of
all outstanding shares entitled to vote thereon. Written consent thus given by the holders of all outstanding shares entitled to vote shall have the same effect as a unanimous vote of shareholders.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 12. </FONT><U><FONT face="serif">Fixing Record Date</FONT></U><FONT face="serif">. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than 50 nor less than ten days before the date of such meeting, nor more than
50 days prior to any other action.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any
adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.</FONT></P>

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<P align="left" style="page-break-before:always"></P><PAGE>
<P align="center">
<FONT face="serif">ARTICLE II</FONT></P>
<P align="center">
<FONT face="serif">BOARD OF DIRECTORS</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 1. </FONT><U><FONT face="serif">Power of Board and Qualification of Directors</FONT></U><FONT face="serif">. The business of the Corporation shall be managed by the Board of Directors. Each
director shall be at least 18 years of age.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 2. </FONT><U><FONT face="serif">Number of Directors</FONT></U><FONT face="serif">. The number of directors constituting the entire Board of Directors shall be the number, not less than three
nor more than fifteen, fixed from time to time by a majority of the total number of directors which the Corporation would have, prior to any increase or decrease, if there were no vacancies, provided, however, that no decrease shall shorten the term
of an incumbent director, and provided further, however, that if all of the shares of the Corporation are owned beneficially and of record by less than three shareholders, the number of directors may be less than three but not less than the number
of shareholders. Until otherwise fixed by the directors, the number of directors constituting the entire Board shall be five.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 3. </FONT><U><FONT face="serif">Election and Term of Directors</FONT></U><FONT face="serif">. At each annual meeting of shareholders, directors shall be elected to hold office until the next
annual meeting and until their successors have been elected and qualify.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 4. </FONT><U><FONT face="serif">Quorum of Directors and Action by the Board</FONT></U><FONT face="serif">. A majority of the entire Board of Directors shall constitute a quorum for the
transaction of business, and, except where otherwise provided by these by-laws, the vote of a majority of the directors present at a meeting at the time of such vote, if a quorum is then present, shall be the act of the Board.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the
adoption of a resolution authorizing the action. The resolution and the written consent thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 5. </FONT><U><FONT face="serif">Meetings of the Board</FONT></U><FONT face="serif">. An annual meeting of the Board of Directors shall be held in each year directly after the annual meeting of
shareholders. Regular meetings of the Board shall be held at such times as may be fixed by the Board. Special meetings of the Board may be held at any time upon the call of the President or any two directors.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Meetings of the Board of Directors shall be held at such places as may be fixed by the Board for annual and regular meetings and in the notice of meeting for special meetings. If no place is so fixed,
meetings of the Board shall be held at the principal office of the Corporation. Any one or more members of the Board of Directors may participate in meetings by means of a conference telephone or similar communications equipment.</FONT></P>

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&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">No notice need be given of annual or regular meetings of the Board of Directors. Notice of each special meeting of the Board shall be given to each director either by mail not later than noon, New
York time, on the third day prior to the meeting or by telegram, written message or orally to the director not later than noon, New York time, on the day prior to the meeting. Notices are deemed to have been given: by mail, when deposited in the
United States mail: by telegram at the time of filing; and by messenger at the time of delivery. Notices by mail, telegram or messenger shall be sent to each director at the address designated by him for that purpose, or, if none has been so
designated, at his last known residence or business address.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Notice of a meeting of the Board of Directors need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to him.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">A notice, or waiver of notice, need not specify the purpose of any meeting of the Board of Directors.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of any adjournment of a meeting to another time or place shall be
given, in the manner described above, to the directors who were not present at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 6. </FONT><U><FONT face="serif">Resignations</FONT></U><FONT face="serif">. Any director of the Corporation may resign at any time by giving written notice to the Board of Directors or to the
President or to the Secretary of the Corporation. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 7. </FONT><U><FONT face="serif">Removal of Directors</FONT></U><FONT face="serif">. Any one or more of the directors may be removed for cause by action of the Board of Directors. Any or all of
the directors may be removed with or without cause by vote of the shareholders.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 8. </FONT><U><FONT face="serif">Newly Created Directorships and Vacancies</FONT></U><FONT face="serif">. Newly created directorships resulting from an increase in the number of directors and
vacancies occurring in the Board of Directors for any reason except the removal of directors by shareholders may be filled by vote of a majority of the directors then in office, although less than a quorum exists. Vacancies occurring as a result of
the removal of directors by shareholders shall be filled by the shareholders. A director elected to fill a vacancy, unless elected by shareholders, shall hold office until the next meeting of shareholders at which the election of directors is in the
regular order of business, and until his successor has been duly elected and qualifies.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 9. </FONT><U><FONT face="serif">Executive and Other Committees of Directors</FONT></U><FONT face="serif">. The Board of Directors, by resolution adopted by a majority of the entire Board, may
designate from among its members an executive committee and other committees, each consisting of</FONT></P>

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<FONT face="serif">three or more directors, and each of which, to the extent provided in the resolution, shall have all the authority of the Board, except that no such committee shall have authority as to the following matters:</FONT></P>
<p style="margin-left:40px">
<font face="serif">(1)
    The submission to shareholders of any action that needs shareholders&#146; approval;</font></p>
<p style="margin-left:40px"><FONT face="serif">(2) The filling of vacancies in the Board or in any committee;</FONT></p>
<p style="margin-left:40px"><FONT face="serif">(3) The fixing of compensation
    of the directors for serving on the</FONT> <FONT face="serif">Board or on
    any committee;</FONT></p>
<p style="margin-left:40px"><FONT face="serif">(4) The amendment or repeal of the by laws, or the adoption of new by-laws; or</FONT></p>
<p style="margin-left:40px"><FONT face="serif">(5) The amendment or repeal of any resolution of the Board which, by its term, shall not be so amendable or repealable.</FONT></p>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Unless a greater proportion is required by the resolution designating a committee, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction
of business, and the vote of a majority of the members present at a meeting at the time of such vote, if a quorum is then present shall be the act of such committee.</FONT></P>
<P align="left">
<FONT face="serif">Each such committee shall serve at the pleasure of the Board of Directors.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 10. </FONT><U><FONT face="serif">Compensation of Directors</FONT></U><FONT face="serif">. The Board of Directors shall have authority to fix the compensation of directors for services in any
capacity.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 11. </FONT><U><FONT face="serif">Interest of Directors in a Transaction</FONT></U><FONT face="serif">. No contract or other transaction between the Corporation and one or more of its
directors, or between the Corporation and any other corporation, firm, association or other entity in which one or more of the directors are directors or officers, or have a substantial interest, shall be either void or voidable for the reason alone
or by reason alone that such interested director or directors are present at a meeting of the Board of Directors, or of a committee thereof, which authorizes such contract or transaction, or that their votes are counted for such purpose:</FONT></P>
<p style="margin-left:20px"> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<font face="serif">(1)
    If the material facts as to such director&#146;s interest in such contract
    or transaction and as to any such common directorship, officership or financial
    interest are disclosed in good faith or known to the board or committee,
    and the board or committee approves such contract or transaction by a vote
    sufficient for such purpose without counting the vote of such interested
    director </font>
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<FONT face="serif">or, if the votes of the disinterested directors are insufficient to constitute an act of the board, by unanimous vote of the disinterested directors, or</FONT></P>
<p style="margin-left:20px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(2)
  If the material facts as to such director&#146;s interest in such contract or
  transaction and as to any such common directorship, officership or financial
  interest are disclosed in good faith or known to the shareholders entitled to
  vote thereon, and such contract or transaction is approved by vote of such shareholders.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">If there was no such disclosure or knowledge or if the vote of such interested director was necessary for the approval of such contract or transaction at the meeting of the board or committee at which
it was approved, the Corporation may avoid the contract or transaction unless the party or parties thereto shall establish affirmatively that the contract or transaction was fair and reasonable as to the Corporation at the time it was approved by
the board, a committee or the shareholders.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Notwithstanding the foregoing, no loan, except advances in connection with indemnification, shall be made by the Corporation to any director unless it is authorized by vote of the shareholders without
counting any shares of the director who would be the borrower.</FONT></P>
<P align="center">
<FONT face="serif">ARTICLE III</FONT><BR>
<BR>
<FONT face="serif">OFFICERS </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 1. </FONT><U><FONT face="serif">Officers</FONT></U><FONT face="serif">. The Board of Directors, as soon as may be practicable after the annual election of directors, shall elect a President, a
Secretary and a Treasurer, and from time to time may elect or appoint such other officers as it may determine, including without limitation one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers, who shall exercise such powers
and perform such duties as shall be determined from time to time by the Board. Any two or more offices may be held by the same person, except that the same person may not hold the offices of President and Secretary. When all of the issued and
outstanding stock of the Corporation is owned by one person, such person may hold all or any combination of offices.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 2. </FONT><U><FONT face="serif">Compensation</FONT></U><FONT face="serif">. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 3. </FONT><U><FONT face="serif">Term of Office and Removal</FONT></U><FONT face="serif">. Each officer shall hold office for the term for which he is elected or appointed, and until his
successor has been elected or appointed and qualified. Unless otherwise provided in the resolution of the Board of Directors electing or appointing an officer, his term of office shall extend to and expire at the meeting of the Board following the
next annual meeting of shareholders. Any officer elected or appointed by the shareholders may be removed, with or without cause, only by vote of the shareholders, but his authority to act as an officer may be suspended by the Board for
cause.</FONT></P>

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&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Removal of an officer without cause shall be without prejudice to his contract rights, if any, and the election or appointment of an officer shall not of itself create contract rights.</FONT></P>
<P align="left">
<FONT face="serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 4. </FONT><U><FONT face="serif">Powers and Duties</FONT></U><FONT face="serif">.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(a) </FONT><U><FONT face="serif">President</FONT></U><FONT face="serif">: The President shall be the chief executive and chief operating officer of the Corporation, shall have general and active
management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall also preside at all meetings of the shareholders and the Board of Directors.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(b) </FONT><U><FONT face="serif">Vice presidents</FONT></U><FONT face="serif">: The Vice presidents, in the order designated by the Board of Directors, or in the absence of any designation, then in
the order of their election, during the absence or disability of or refusal to act by the President shall perform the duties and exercise the powers of the President, and shall perform such other duties as the Board of Directors shall
prescribe.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(c) </FONT><U><FONT face="serif">Secretary and Assistant Secretaries</FONT></U><FONT face="serif">: The Secretary shall attend all meetings of the Board of Directors and all meetings of the
shareholders and record all the proceedings of the meetings of the Corporation 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 shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. 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 requiring it 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.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order designated by the Board of Directors (or in the absence of any designation, then in the order of their
election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(d) </FONT><U><FONT face="serif">Treasurer and Assistant Treasurers</FONT></U><FONT face="serif">: 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</FONT></P>

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<FONT face="serif">moneys 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.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors,
at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">If required by the Board of Directors, he shall give the Corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board
of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the Corporation. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order designated by the Board of Directors (or in the absence of any designation, then in the order of
their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 5. </FONT><U><FONT face="serif">Books to be Kept</FONT></U><FONT face="serif">. The Corporation shall keep (a) correct and complete books and records of account, (b) minutes of the proceedings
of the shareholders, Board of Directors and any committees of directors, and (c) a current list of the directors and officers and their residence addresses. The Corporation shall also keep at its office in the State of New York or at the office of
its transfer agent or registrar in the State of New York, if any, a record containing the names and addresses of all shareholders, the number and class of shares held by each and the dates when they respectively became the owners of record
thereof.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Except as otherwise provided by applicable law, the Board of Directors may determine whether and to what extent and at what times and places and under what conditions and regulations any accounts,
books, records or other documents of the Corporation shall be open to inspection, and no creditor, security holder or other person shall have any right to inspect any accounts, books, records or other documents of the Corporation except as conferred
by statute or as so authorized by the Board. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 6. </FONT><U><FONT face="serif">Checks, Notes, etc</FONT></U><FONT face="serif">. All checks and drafts on, and withdrawals from the Corporation&#146;s accounts with banks or other financial
institutions, and all bills of exchange, notes and other instruments for the payment of money, drawn, made, indorsed, or accepted by the Corporation, shall be signed on its behalf by the person or persons thereunto authorized by, or pursuant to
resolution of, the Board of Directors.</FONT></P>
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<FONT face="serif"> <FONT face="serif">ARTICLE IV</FONT></FONT></P>
<P align="center"><FONT face="serif">FORMS OF CERTIFICATES AND LOSS AND</FONT></P>
<P align="center">
<FONT face="serif">TRANSFER OF SHARES</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 1. </FONT><U><FONT face="serif">Shares of Stock</FONT></U><FONT face="serif">. Unless and until the Board of Directors of the Corporation adopts a resolution permitting shares to be
uncertificated, the shares of the Corporation shall be represented by certificates, in such forms as the Board of Directors may prescribe. Notwithstanding the adoption of any such resolution providing for uncertificated shares, every holder of
capital stock of the Corporation theretofore represented by certificates and, upon request, every holder of uncertificated shares, shall be entitled to have a certificate for shares of capital stock of the Corporation certifying the number of shares
owned by such shareholder in the Corporation signed by the President or a Vice president and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and may be sealed with the seal of the Corporation or a facsimile
thereof. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or its employee. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of issue.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Each certificate representing shares issued by the Corporation, if authorized to issue more than one class of shares, shall set forth upon the face or back of the certificate, or shall state that the
Corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the shares of each class of shares authorized to be issued and the designation,
relative rights, preferences and limitations of each series of any class of preferred shares authorized to be issued so far as the same have been fixed, and the authority of the Board of Directors to designate and fix the relative rights,
preferences and limitations of other series.</FONT></P>
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&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Each certificate representing shares shall state upon the face thereof:</FONT></P>
<p style="margin-left:20px">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(1) That the Corporation is formed under the laws of the State of New York; </FONT></P>
<p style="margin-left:20px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(2) The name of the person or persons to whom issued; and</FONT></P>
<p style="margin-left:20px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(3)
    The number and class of shares, and the designation of the</FONT> <FONT face="serif">series,
    if any, which such certificate represents.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 2. </FONT><U><FONT face="serif">Transfers of Shares</FONT></U><FONT face="serif">. Shares of the Corporation shall be transferable in the manner prescribed by applicable law and in these By
Laws. Transfers of shares shall be made on the record of shareholders, and in the case of certificated shares of stock, only upon presentment to the Corporation or a transfer agent of a certificate or certificates representing the shares requested
to be transferred, with proper endorsement on the certificate or on a separate accompanying document, together with such evidence of the payment of transfer taxes and compliance with other provisions of</FONT></P>

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<FONT face="serif">law as the Corporation or its transfer agent may require; or, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person&#146;s attorney
lawfully constituted in writing, and upon payment of transfer taxes and compliance with other provisions of law as the Corporation or its transfer agent may require for transferring shares in uncertificated form; provided, however, that such
surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers of the Corporation shall determine to waive such requirement.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 3. </FONT><U><FONT face="serif">Lost, Stolen or Destroyed Share Certificates</FONT></U><FONT face="serif">. No certificate for shares of the Corporation shall be issued in place of any
certificate alleged to have been lost, destroyed or wrongfully taken, except, if and to the extent required by the Board of Directors, upon:</FONT></P>
<p style="margin-left:20px">
<FONT face="serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (1) Production of evidence of loss, destruction or wrongful taking;</FONT></P>
<p style="margin-left:20px"><FONT face="serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  (2) Delivery of a bond indemnifying
  the Corporation and its agents</FONT> <FONT face="serif">against any claim
    that may be made against it or them on account of the alleged loss, destruction
    or wrongful taking of the replaced certificate or the issuance of the new
    certificate;</FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P>
<p style="margin-left:20px"><FONT face="serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (3) Payment of the expense of the Corporation and its agents incurred in connection with the issuance of the new certificate; and</FONT></P>
<p style="margin-left:20px"><FONT face="serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  (4) Compliance with such other
  reasonable requirements as may be</FONT> <FONT face="serif">imposed.</FONT></P>
<P align="center">
<FONT face="serif">ARTICLE V</FONT><BR>
<BR>
<FONT face="serif">OTHER MATTERS</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 1. </FONT><U><FONT face="serif">Corporate Seal</FONT></U><FONT face="serif">. The Board of Directors may adopt a corporate seal, alter such seal at pleasure, and authorize it to be used by
causing it or a facsimile to be affixed or impressed or reproduced in any other manner. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 2. </FONT><U><FONT face="serif">Fiscal Year</FONT></U><FONT face="serif">. The fiscal year of the Corporation shall be the 12 months ending on the last Saturday of September in each year or
such other period as may be fixed by the Board of Directors.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 3. </FONT><U><FONT face="serif">Amendments</FONT></U><FONT face="serif">. By-laws of the Corporation may be adopted, amended or repealed by vote of the holders of the shares at the time
entitled to vote in the election of any directors. By-laws may also be adopted, amended or repealed by the Board of Directors, but any by-law adopted by the Board may be amended or repealed by the shareholders entitled to vote thereon as hereinabove
provided.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">If any by-law regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the</FONT></P>

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<FONT face="serif">next meeting of shareholders for the election of directors the by law so adopted, amended or repealed, together with a concise statement of the changes made.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 4. </FONT><U><FONT face="serif">Indemnification</FONT></U><FONT face="serif">. The Corporation shall, to the fullest extent permitted by the New York Business Corporation Law as amended or
supplemented, indemnify any and all persons whom it shall have power to indemnify under said law from and against any and all of the expenses, liabilities or other matters referred to in or covered by said law.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">The Corporation may enter into indemnification agreements with any officers, directors or other persons whom it shall have power to indemnify, when and as determined by the Board of
Directors.</FONT></P>

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