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                                                                  EXHIBIT (c)(8)
                                                                  --------------

Excerpt of Article Eighth of the
Amended and Restated Articles of Incorporation of
EIS International, Inc.


         EIGHTH:

         (1) Directors of the Corporation shall, to the fullest extent permitted
by Section 102(b)(7) of the GCL, have no personal liability for monetary damages
for breach of fiduciary duty of a director.

         (2) The Corporation shall indemnify each director and officer of the
Corporation against and hold each such director and officer harmless from, any
and all claims made against any such director or officer in his capacity as
such, whether brought by the Corporation, or by any stockholder, whether in such
stockholder's individual capacity or on behalf of the Corporation, and shall pay
all costs and other losses (including legal fees in the defense thereof)
resulting to each such director or officer from such claims, and shall advance
any and all reasonable costs with respect to the defense thereof, all to the
fullest extent permitted by law.

         (3) Nothing contained in Paragraph (1) of this Article EIGHTH shall be
deemed to limit or preclude indemnification of a director or officer by the
Corporation (a) for any liability which has not been eliminated by the
provisions of said paragraph or (b) the cost of defending any claim the
liability for which has been eliminated thereby.

         (4) Any repeal or modification of this Article EIGHTH shall not limit
or eliminate the Corporation's obligation to indemnify and hold harmless
directors and officers with respect to claims arising out of matters occurring
prior to the effective date of such repeal or modification.