EXHIBIT 3.3

                      BY-LAWS OF TRIKON TECHNOLOGIES, INC.

ARTICLE I

OFFICES

Section 1.1 Registered Office.

The registered office of the Corporation shall be located in the City of
Wilmington, County or New Castle, State of Delaware.

Section 1.2 Other Offices.

The Corporation may also have offices at such other places as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

ARTICLE II

STOCKHOLDERS

Section 2.1 Place of Meeting.

Except as otherwise provided in these By-laws, all meetings of the stockholders
shall be held at places, within or without the State of Delaware, as shall be
stated in the notice of meeting or in waivers of notice thereof.

Section 2.2 Annual Meeting.

An annual meeting of stockholders for the purposes of electing directors and for
the purpose of transacting such other business as may be brought before the
meeting shall be held on such date and at such time as the Board of Directors,
the Chairman of the Board of Directors, if any, or the President may from time
to time determine.

Section 2.3 Meetings by Remote Communication.

The Board of Directors may, in its sole discretion, from time to time, determine
that a meeting of stockholders shall not be held at any place, but may instead
be held solely by means of remote communication. In the sole discretion of the
Board of Directors, and subject to such guidelines and procedures as the Board
of Directors may adopt, stockholders and proxy holders not physically present at
a meeting of stockholders may, by means of remote communication:
(a) participate in a meeting of stockholders; and
(b) be deemed present in person and vote at a meeting of stockholders, whether
such meeting is to be held at a designated place or solely by means of remote
communication, provided that (i) the Corporation shall implement reasonable
measures to verify that each person deemed present and permitted to vote at the
meeting by means of remote communication is a stockholder or proxy holder, (ii)
the Corporation shall implement reasonable measures to provide such stockholders
and proxy holders a reasonable opportunity to participate in the meeting and to
vote on matters submitted to the stockholders, including an opportunity to read
or hear the proceedings of the meeting substantially concurrently with such
proceedings, and (iii) if any stockholder or proxy holder votes or takes other
action at the meeting by means of remote communication, a record of such vote or
other action shall be maintained by the Corporation.



Section 2.4 Special Meetings.

Special meetings of stockholders for any purpose or purposes may be held at any
time upon call of the Chairman of the Board of Directors, if any, the President,
the Secretary, or a majority of the Board of Directors. A special meeting of the
stockholders of the Corporation shall be called by the President or the
Secretary upon the written request of the stockholders who together own of
record 50% of the outstanding stock of all classes entitled to vote at such
meeting. The request shall state the date, time, place, the means of remote
communications, if any, by which stockholders and proxy holders may be deemed to
be present and vote at such meeting and purpose or purposes of the proposed
meeting.

Section 2.5 Notice of Meetings.

Written notice of stockholders' meetings, stating the place, date, and hour
thereof, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be given by or at whose direction the notice
is being issued. A copy of the notice of any meeting shall be delivered
personally or shall be mailed, not less than ten days but not more than sixty
days before the date of such meeting, unless a different period is prescribed by
law. If mailed, the notice shall be deemed given when deposited in the United
States mail, postage prepaid, directed to each stockholder at such stockholder's
address as it appears on the records of the Corporation, unless such stockholder
shall have filed with the Secretary of the Corporation a written request that
such notice be mailed to some other address, in which case it shall be directed
to such other address. Notice of any meeting of stockholders need not be given
to any stockholder who shall attend the meeting, other than for the express
purpose of objecting at the beginning thereof to the transaction of any business
because the meeting is not lawfully called or convened, or who shall submit,
either before or after the time stated therein, a written waiver of notice.
Unless the Board of Directors, after an adjournment is taken, shall fix a new
record date for an adjourned meeting or unless the adjournment is for more than
thirty days, notice of an adjourned meeting need not be given if the place, date
and time to which the meeting shall be adjourned are announced at a meeting at
which the adjournment is taken.

Without limiting the manner by which notice otherwise may be given effectively
to stockholders, unless excepted under Sections 164, 296, 311, 312 or 324 of the
Delaware General Corporation Law, any notice to stockholders given by the
Corporation under any provision of these By-Laws or the Certificate of
Incorporation shall be effective if given by a form of electronic transmission
consented to by the stockholder to whom the notice is given. Any such consent
shall be revocable by the stockholder by written notice to the Corporation. Any
such consent shall be deemed revoked if (1) the Corporation is unable to deliver
by electronic transmission two consecutive notices given by the Corporation
inaccordance with such consent and (2) such inability becomes known to the
Secretary or an Assistant Secretary of the Corporation or to the transfer agent,
or other person responsible for the giving of notice; provided, however, the
inadvertent failure to treat such inability as a revocation shall not invalidate
any meeting or other action.



Notice given by a form of electronic transmission shall be deemed given: (1) if
by facsimile telecommunication, when directed to a number at which the
stockholder has consented to receive notice; (2) if by electronic mail, when
directed to an electronic mail address at which the stockholder has consented to
receive notice; (3) if by a posting on an electronic network together with
separate notice to the stockholder of such specific posting, upon the later of
(A) such posting and (B) the giving of such separate notice; and (4) if by any
other form of electronic transmission, when directed to the stockholder. An
affidavit of the Secretary or an Assistant Secretary or of the transfer agent or
other agent of the Corporation that the notice has been given by a form of
electronic transmission shall, in the absence of fraud, be prima facie evidence
of the facts stated therein.

Electronic transmission includes any form of communication not directly
involving the physical transmission of paper, that creates a record that may be
retained, retrieved and reviewed by a recipient thereof, and that may be
directly reproduced in paper form by such a recipient through an automated
process.

Whenever any notice is required to be given under the provisions of any law, or
under the provisions of the Certificate of Incorporation of the Corporation or
these By-Laws, a waiver thereof in writing, or a waiver by electronic
transmission, signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent thereto.

Section 2.6 Quorum.

Except as otherwise provided by law or in the Certificate of Incorporation of
the Corporation or these By-laws, at any meeting of stockholders, the holders of
a majority of the outstanding shares of each class of stock entitled to vote
thereat shall be present or represented by proxy in order to constitute a quorum
for the transaction of any business. In the absence of a quorum, a majority in
interest of the stockholders present or the chairman of the meeting may adjourn
the meeting from time to time in the manner provided for in this Section 2.6
until a quorum shall attend. Access by means of remote communication at a
meeting so held shall be deemed presence.

In case a quorum shall not be present at any meeting, a majority in interest of
the stockholders entitled to vote thereat, present in person, by proxy or by
means of remote communication, shall have the power to adjourn the meeting from
time to time, without notice other than announcement at the meeting of the time,
place, if any, thereof and the means of remote communication, if any, by which
stockholders and proxy holders may be deemed to be present in person and vote at
such adjourned meeting, until the requisite amount of stock entitled to vote
shall be present. At any such adjourned meeting at which the requisite amount of
stock entitled to vote shall be represented, any business may be transacted
which might have been transacted at the meeting as originally noticed; but only
those stockholders entitled to vote at the meeting as originally noticed shall
be entitled to vote at any adjournment or adjournments thereof.



Section 2.7 Conduct of Meeting.

The Chairman of the Board of Directors, if any, or, in his absence, the
President, or in their absence, any Vice President, shall call to order meetings
of stockholders and shall act as chairman of such meetings. If none of the
forgoing is present, the stockholders entitled to vote and who are present in
person or represented by proxy at the meeting shall appoint any person to act as
chairman of the meeting. The Secretary of the Corporation shall act as secretary
of all meetings of stockholders, but, in the absence of the Secretary, the
chairman of the meeting may appoint any other person to act as secretary of the
meeting. The order of business at all meetings of the stockholders shall be as
determined by the chairman of the meeting.

Section 2.8 Voting.

Except as otherwise provided by law or in the Certificate of Incorporation of
the Corporation or these By-laws, any corporate action to be taken by a vote of
the stockholders, other than for the election of directors, at any meeting duly
called and held at which a quorum is present, shall be authorized by the
affirmative vote of a majority of the shares present or represented by proxy at
the meeting and entitled to vote on the subject matter. At any meeting of the
stockholders duly called and held for the election of directors at which a
quorum is present, those persons receiving a plurality of the votes cast whether
in person or represented by proxy and entitled to vote for the election of
directors shall be elected.

Section 2.9 Stockholder List.

A complete list of the stockholders entitled to vote at the ensuing election,
arranged in alphabetical order, with the address of each, and the number of
shares held by each, shall be open to the examination of any stockholder for any
purpose germane to the meeting for a period of at least 10 days prior to the
meeting: (1) on a reasonably accessible electronic network, provided that the
information required to gain access to such list is provided with the notice of
the meeting, or (2) during ordinary business hours, at the principal place of
business of the Corporation. The Corporation shall not be required to include
electronic mail addresses or other electronic contact information on such list.
In the event that the Corporation determines to make the list available on an
electronic network, the Corporation may take reasonable steps to ensure that
such information is available only to stockholders of the Corporation. If the
meeting is to be held at a place, then the list shall be produced and kept at
the place of the meeting during the whole time thereof and may be inspected by
any stockholder who is present. If the meeting is to be held solely by means of
remote communication, then the list shall also be open to the examination of any
stockholder during the whole time of the meeting on a reasonably accessible
electronic network, and the information required to access such list shall be
provided with the notice of the meeting.



Upon the willful neglect or refusal of the Board of Directors to produce such a
list of stockholders at any meeting for the election of directors held at a
place, or to open such a list to examination on a reasonably accessible
electronic network during any meeting for the election of directors held solely
by means of remote communication, the directors on such Board of Directors shall
be ineligible for election as a director at such meeting.

Section 2.10 Consent of Stockholders in Lieu of Meeting.

Unless otherwise provided in the Certificate of Incorporation of the
Corporation, any action required to be taken or which may be taken at any annual
or special meeting of stockholders may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed, in person or by proxy, by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted in person or by proxy and shall
be delivered to the Corporation as required by law. A telegram, cablegram or
other electronic transmission consenting to an action to be taken and
transmitted by a stockholder or proxyholder, or by a person or persons
authorized to act for a stockholder or proxyholder, shall be deemed to be
written, signed and dated for the purposes of this section, provided that any
such telegram, cablegram or other electronic transmission sets forth or is
delivered with information from which the Corporation can determine (1) that the
telegram, cablegram or other electronic transmission was transmitted by the
stockholder or proxyholder, or by a person or persons authorized to act for the
stockholder or proxyholder and (2) the date on which such stockholder or
proxyholder or authorized person or persons transmitted such telegram, cablegram
or other electronic transmission. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing. A telegram, cablegram
or other electronic transmission consenting to an action to be taken and
transmitted by a stockholder or proxy holder, or by a person or persons
authorized to act for a stockholder or proxy holder, shall be deemed to be
written, signed and dated for the purposes of this section, provided that any
such telegram, cablegram or other electronic transmission sets forth or is
delivered with information from which the Corporation can determine (1) that the
telegram, cablegram or other electronic transmission was transmitted by the
stockholder or proxy holder or by a person or persons authorized to act for the
stockholder or proxy holder and (2) the date on which such stockholder or proxy
holder or authorized person or persons transmitted such telegram, cablegram or
electronic transmission. The date on which such telegram, cablegram or
electronic transmission is transmitted shall be deemed to be the date on which
such consent was signed. No consent given by telegram, cablegram or other
electronic transmission shall be deemed to have been delivered until such
consent is reproduced in paper form and until such paper form shall be delivered
to the Corporation by delivery to its registered office in the State of
Delaware, its principal place of business or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office
shall be made by hand or by certified or registered mail, return receipt
requested. Notwithstanding the foregoing limitations on delivery, consents given
by telegram, cablegram or other electronic transmission, may be otherwise
delivered to the principal place of business of the Corporation or to an officer
or agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded if, to the extent and in the manner
provided by resolution of the Board of Directors of the Corporation.



Any copy, facsimile or other reliable reproduction of a consent in writing may
be substituted or used in lieu of the original writing for any and all purposes
for which the original writing could be used, provided that such copy, facsimile
or other reproduction shall be a complete reproduction of the entire original
writing.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1 Function.

The business and affairs of the Corporation shall be managed by, or under the
direction of, the Board of Directors.

Section 3.2 Number and Term of Office.

Except as otherwise provided in the Certificate of Incorporation of the
Corporation, until such time as the Board of Directors determines otherwise, the
number of directors shall be three. The number of directors may be reduced or
increased from time to time by action of a majority of the directors then in
office. Subject to his earlier death, resignation or removal as provided below,
each director shall hold office until his successor shall have been elected and
shall have qualified.

Section 3.3 Chairman of the Board.

The directors may elect one of their members to be Chairman of the Board of
Directors. The Chairman of the Board of Directors shall be subject to the
control of, and may be removed by, the Board of Directors. He shall perform such
duties as may from time to time be assigned to him by the Board of Directors.

Section 3.4 Meetings.

The annual meeting of the Board of Directors shall be held either without notice
immediately after the annual meeting of stockholders and in the same place, if
any, or at such time and place, if any, and means of remote communication, if
any, as shall be fixed by the vote of the stockholders at the annual meeting or
as soon as practicable after the annual meeting of stockholders on such date and
at such time and place if any, and means of remote communication, if any as the
Board of Directors determines from time to time. Regular and special meetings of
the Board of Directors shall be held at such time and place if any, and means of
remote communication, if any as shall be designated in the notice of the meeting
whenever called by the Chairman of the Board of Directors, if any, or the
President, and shall be called by the President or Secretary upon the written
request of a majority of the directors then in office. The request shall state
the date, time, place and purpose or purposes of the proposed meeting.



Section 3.5 Notice of Meetings.

The Secretary, or, in his absence, any other officer of the Corporation, shall
give each director notice of the time and place of holding of regular or special
meetings of the Board of Directors (and of each annual meeting which is not held
immediately after, and in the same place as, the annual meeting of stockholders)
by mail at least five days before the meeting, or by telecopy or overnight
courier at least one day before the meeting. Unless otherwise stated in the
notice thereof, any and all business may be transacted at any meeting without
specification of such business in the notice. If mailed, the notice shall be
deemed given when deposited in the United States mail, postage prepaid; if sent
by facsimile transmission, the notice shall be deemed given when transmitted
with transmission confirmed; and if sent by overnight courier, the notice shall
be deemed given when received by the overnight courier for delivery. Notice of
any meeting need not be given to any director who shall submit, either before or
after the time stated therein, a signed waiver of notice or who shall attend the
meeting, other than for the express purpose of objecting at the beginning
thereof to the transaction of any business because the meeting is not lawfully
called or convened. Notice of an adjourned meeting, including the place, date
and time of the new meeting, shall be given to all directors not present at the
time of the adjournment, and also to the other directors unless the place, date
and time of the new meeting are announced at the meeting at the time at which
the adjournment is taken.

Section 3.6 Quorum and Conduct of Meetings.

Except as otherwise provided in these By-laws, a majority of the whole Board
shall constitute a quorum for the transaction of business, but, if at any
meeting of the Board of Directors (whether or not adjourned from a previous
meeting) there shall be less than a quorum present, a majority of those present
may adjourn the meeting to another time and place, and the meeting may be held
as adjourned without further notice or waiver. Access by means of remote
communication at a meeting so held shall be deemed presence.when used in these
By-laws, the term "whole Board" means the total number of directors which the
Corporation would have if there were no vacancies.

Except as otherwise provided by law or in the Certificate of Incorporation of
the Corporation or these By-Laws, a majority of the directors present at any
meeting at which a quorum is present may decide any question brought before such
meeting. Meetings shall be presided over by the Chairman of the Board of
Directors, if any, or in his absence, by the President, or in the absence of
both, by such other person as the directors may select. The Secretary of the
Corporation shall act as secretary of the meeting, but in his absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting. The order of all business at all meetings of the Board of Directors
shall be determined by the person presiding over the meeting.



Section 3.7 Committees.

The Board of Directors may, by resolution adopted by a majority of the whole
Board, designate one or more committees, each committee to consist of one or
more of the directors of the Corporation. The Board of Directors may designate
one or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in place of any such absent or disqualified
member. Any such committee, to the extent provided in there solution of the
Board of Directors, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business, property, and affairs
of the Corporation, and may authorize the seal of the Corporation to be affixed
to all papers which may require it; but no such committee shall have power or
authority in reference to amending the Certificate of Incorporation of the
Corporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the Board of Directors pursuant to authority expressly granted to the Board
of Directors by the Certificate of Incorporation of the Corporation and the
General Corporation Law, fix the designation and any of the preferences or
rights of such shares relating to dividends, redemption, dissolution, any
distribution of the assets of the Corporation, or the conversion into, or the
exchange of such shares for, shares of any other class or classes or any other
series of the same or any other class or classes of stock of the Corporation or
fix the number of shares of any series of stock or authorize the increase or
decrease of the shares of any series), adopting an agreement of merger or
consolidation under Sections 251, 252, 254, 255, 256, 257, 258, 263 or 264 of
the General Corporation Law, recommending to the stockholders the sale, lease,
or exchange of all or substantially all of the Corporation's property and
assets, recommending to the stockholders a dissolution of the Corporation or a
revocation of dissolution, or amending these By-Laws; and, unless such
resolution or resolutions expressly so provides, no such committee shall have
the power or authority to declare a dividend, to authorize the issuance of
stock, or to adopt a certificate of ownership and merger pursuant to Section 253
of the General Corporation Law. Each committee which has been established by the
Board of Directors pursuant to these By-laws may fix its own rules and
procedures; provided that a majority of all the members of a committee shall
constitute a quorum for the transaction of business, and the vote a majority of
all the members of a committee present at a meeting at which a quorum is present
shall be the act of the committee. Notice of meetings of committees, other than
of regular meetings provided for by committee rules, shall be given to committee
members. All action taken by committees shall be recorded in minutes of the
meetings.



Section 3.8 Action Without Meeting.

Unless otherwise prohibited by law or the Certificate of Incorporation of the
Corporation, the Board of Directors or any committee thereof may take any action
required or permitted to be taken by them without a meeting if all of the
members of the Board of Directors or committee, as the case may be, consent in
writing or by means of electronic transmissions, and such written consent or
electric transmission is filed with the minutes of proceedings of the Board of
Directors or committee. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form.

Section 3.9 Telephonic Meetings.

Nothing contained in these By-laws shall be deemed to restrict the power of
members of the Board of Directors, or any committee thereof, to participate in a
meeting of the Board of Directors or committee, as the case may be, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other and such participation
shall constitute presence in person at the meeting.

Section 3.10 Removal.

A director may be removed at any time, with or without cause, by the holders of
a majority of the shares then entitled to vote at an election of directors.

Section 3.11 Resignations.

Any director may resign at any time by giving written notice or by electronic
transmission of his resignation to the Corporation. A resignation shall take
effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon its receipt.

Section 3.12 Vacancies.

Except as otherwise provided in the Certificate of Incorporation of the
Corporation, any vacancy in the Board of Directors arising from an increase in
the number of directors or otherwise may be filled by the vote of a majority of
the directors then in office, although less than a quorum, or by sole remaining
director.



ARTICLE IV

OFFICERS

Section 4.1 Executive Officers.

The executive officers of the Corporation shall be a President, a Treasurer, and
a Secretary, each of whom shall be appointed by the Board of Directors. The
Board of Directors also may elect or appoint such other officers (including,
without limitation, a Chief Executive Officer, Chief Financial Officer, one or
more Vice Presidents, and one or more Assistant Treasurers and Assistant
Secretaries) as it may deem necessary or desirable for the conduct of business
of the Corporation, and each of whom shall have such powers and duties as the
Board of Directors determines. Each officer shall hold office for such term as
may be prescribed by the Board of Directors from time to time. Any person may
hold at one time two or more offices.

Section 4.2 Powers and Duties.

(a) The President. The President shall be the chief executive officer of the
Corporation. The President shall be responsible for the general management of
the business and affairs of the Corporation, subject to the control of the Board
of Directors, and he shall have such other powers and duties as the Board of
Directors assigns to him.

(b) The Vice President. The Vice President or, if there shall be more than one,
the Vice Presidents, if any, in the order of their seniority or in any other
order determined by the Board of Directors, shall perform, in the absence or
disability of the President, the duties and exercise the powers of the
President, and shall have such other powers and duties as the Board of Directors
or the President assigns to him or them.

(c) The Secretary. Except as otherwise provided in these
By-laws or as directed by the Board of Directors, the Secretary shall attend all
meetings of the stockholders and the Board of Directors; he shall record the
minutes of all proceedings in books to be kept for that purpose; he shall give
notice of all meetings of the stockholders and special meetings of the Board;
and he shall keep in safe custody the seal of the Corporation and, when
authorized by the Board, he shall affix the same to any corporate instrument.
The Secretary shall have such other powers and duties as the Board of Directors
or the President assigns to him.

(d) The Treasurer. Subject to the control of the Board of Directors, the
Treasurer shall have the care and custody of the corporate funds and the books
relating thereto; and he shall perform all other duties incident to the office
of Treasurer. The Treasurer shall have such other powers and duties as the Board
of Directors or the President assigns to him.

Section 4.3 Term; Removal.

Subject to his earlier death, resignation or removal, each officer shall hold
his office until his successor shall have been elected or appointed and shall
have qualified, or until his earlier death, resignation or removal. Any officer
may be removed at any time, with or without cause, by the Board of Directors.



Section 4.4 Resignations.

Any officer may resign at any time by giving written notice of his resignation
to the Corporation. A resignation shall take effect at the time specified
therein, or if the time when it shall become effective shall not be specified
therein, immediately upon its receipt.

Section 4.5 Vacancies.

If an office becomes vacant for any reason, the Board of Directors may fill the
vacancy, and such officer so elected or appointed shall serve for the remainder
of his predecessor's term and until his successor shall have been elected or
appointed and shall have qualified.

CAPITAL STOCK

Section 5.1 Stock Certificates.

The certificates representing shares of the capital stock of the Corporation
shall be in such form as shall be prescribed by law and approved, from time to
time, by the Board of Directors. Each certificate shall be signed in the name of
the Corporation by the President or any Vice President and by the Secretary, the
Treasurer, any Assistant Secretary or any Assistant Treasurer. Any or all of the
signatures on a certificate may be a facsimile. In case any officer who shall
have signed or whose facsimile signature shall have been placed on any
certificate shall have ceased to be such officer before the certificate shall be
issued, the certificate may be issued by the Corporation with the same effect as
if he were such officer, at the date of issue.

Section 5.2 Transfer of Shares.

Transfers of shares shall be registered on the books of the Corporation
maintained for that purpose after due presentation of the stock certificates
therefor, appropriately endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer.

Section 5.3 Fixing Record Date.

For purposes of determining the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion, or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty nor less than ten days before the
date of such meeting, nor more than sixty days prior to any other action.



Section 5.4 Lost Certificates.

The Board of Directors or any transfer agent of the Corporation may direct a new
certificate or certificates representing stock of the Corporation to be issued
in place of any certificate or certificates theretofore issued by the
Corporation, alleged to have been lost, stolen, or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate to be lost,
stolen, or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors (or any transfer agent of the Corporation
authorized to do so by a resolution of the Board of Directors) may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen, or destroyed certificate or certificates, or his
legal representative, to give the Corporation a bond in such sum as the Board of
Directors (or any transfer agent so authorized) shall direct to indemnify the
Corporation against any claim that may be made against the Corporation with
respect to the certificate or certificates alleged to have been lost, stolen, or
destroyed or the issuance of such new certificate or certificates, and such
requirement may be general or confined to specific instances.

Section 5.5 Regulations.

The Board of Directors shall have power and authority to make all such rules and
regulations as it may deem expedient concerning the issue, transfer,
registration, cancellation, and replacement of certificates representing stock
of the Corporation.

ARTICLE VI

INDEMNIFICATION

Section 6.1 Indemnification.

The Corporation shall, to the fullest extent permitted by Section 145 of the
General Corporation Law or any successor provision or statute, as the same may
be amended from time to time, indemnify any director, officer, employee or agent
of the Corporation or any person serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.

Section 6.2 Advancement of Expenses.

Expenses (including attorneys' fees) incurred by any person in his capacity as a
director or an officer of the Corporation in defending a civil, criminal,
administrative or investigative action, suit or proceeding of the type
contemplated by Section 145 of the General Corporation Law, or any successor
provision or statute, as the same may be amended from time to time, 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 such
person is not entitled to be indemnified by the Corporation as authorized in
this Article VI.



Section 6.3 Other Rights and Remedies.

The indemnification provided by this Article VI shall not be deemed exclusive of
any other rights to which those seeking indemnification may be entitled under
any By-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's 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 person.

Section 6.4 Insurance.

Upon resolution passed by the Board of Directors, the Corporation may purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such liability
under the provisions of this Article VI.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Corporate Seal.

The corporate seal shall have inscribed thereon the name of the Corporation, the
year of its organization, and the words "Corporate Seal" and "Delaware."

Section 7.2 Fiscal Year.

The fiscal year of the Corporation shall end on December 31 or such date as
otherwise determined by the Board of Directors.

Section 7.3 Stock of Other Corporations or Other Interests.

Unless otherwise ordered by the Board of Directors, the President, the
Secretary, and such attorneys or agents of the Corporation as may be, from time
to time, authorized by the Board of Directors or the President shall have full
power and authority on behalf of the Corporation to attend and to act and vote
in person or by proxy at any meeting of the holders of securities of any
corporation or other entity in which the Corporation may own or hold shares or
other securities, and at such meetings shall possess and may exercise all the
rights and powers incident to the ownership of such shares or other securities
which the Corporation, as the owner or holder thereof, might have possessed and
exercised if present. The President, Secretary, or such attorneys or agents may
also execute and deliver on behalf of the Corporation powers of attorney,
proxies, consents, waivers, and other instruments relating to the shares or
securities owned or held by the Corporation.



Section 7.4 Variations in Pronouns.

All pronouns and any variations thereof refer to the masculine, feminine or
neuter, singular or plural, as the context requires.

ARTICLE VIII

AMENDMENTS

The holders of shares entitled at the time to vote shall have the power to
adopt, amend, or repeal these By-laws by vote of not less than a majority of
such shares, and, except as otherwise provided by law, the Board of Directors
shall have power equal in all respects to that of the stockholders to adopt,
amend, or repeal these By-laws. However, any By-law adopted by the Board may be
amended or repealed by vote of the holders of a majority of the shares entitled
at the time to vote.

CERTIFICATE OF INCORPORATION

These By-laws shall be subject to the Certificate of Incorporation of the
Corporation. All references in these By-laws to the Certificate of Incorporation
of the Corporation shall be construed to mean the Certificate of Incorporation
of the Corporation and any Certificate of Designation to the Certificate of
Incorporation of the Corporation, as the same may be amended from time to time.