Certificate of Incorporation - Intel Corp.


                     RESTATED CERTIFICATE OF INCORPORATION
                                        OF
                                INTEL CORPORATION

     INTEL CORPORATION, a corporation organized and existing under the laws
of the State of Delaware, hereby certifies as follows:

     FIRST:  The name of this corporation is Intel Corporation.

     SECOND:  The original Certificate of Incorporation of the corporation
was filed with the Secretary of State of Delaware on May 1, 1989, and the
original name of the corporation was Intel Delaware Corporation.

     THIRD:  Pursuant to Section 245 of the General Corporation Law of the
State of Delaware, the provisions of the Certificate of Incorporation as
heretofore amended and supplemented are hereby restated and integrated into
the single instrument which is hereinafter set forth, and which is entitled
'Restated Certificate of Incorporation of Intel Corporation,' without further
amendment and without any discrepancy between the provisions of the
Certificate of Incorporation as heretofore amended and supplemented and the
provisions of such single instrument as hereinafter set forth.

     FOURTH:  The Board of Directors of the corporation has duly adopted
this Restated Certificate of Incorporation pursuant to the provisions of
Section 245 of the General Corporation Law of the State of Delaware in the
form set forth as follows:


                       RESTATED CERTIFICATE OF INCORPORATION

                                         OF

                                 INTEL CORPORATION

1.    The name of the Corporation is Intel Corporation.

2.    The address of its registered office in the State of Delaware is 1209
      Orange Street, in the City of Wilmington, 19801, County of New Castle.
      The name of its registered agent at such address is The Corporation
      Trust Company.

3.    The nature of the business of the Corporation and the objects or purposes
      to be transacted, promoted or carried on by it are as follows:  To engage
      in any lawful act or activity for which corporations may be organized
      under the General Corporation Law of the State of Delaware.

4.    The total number of shares of all classes of stock that the Corporation
      is authorized to issue is one billion four hundred fifty million
      (1,450,000,000) shares, consisting of one billion four hundred million
      (1,400,000,000) shares of Common Stock with a par value of one-tenth of
      one cent ($.001) per share and fifty million (50,000,000) shares of
      Preferred Stock with a par value of one-tenth of one cent ($.001) per
      share.  The Preferred Stock may be issued in one or more series, and the
      Board of Directors of the Corporation is expressly authorized (i) to fix
      the descriptions, powers, preferences, rights, qualifications, 
      limitations, and restrictions with respect to any series of Preferred 
      Stock and (ii) to specify the number of shares of any series of 
      Preferred Stock.

5.    The Board of Directors is expressly authorized to make, alter, or repeal
      the bylaws of the Corporation.

6.    Elections of directors need not be by written ballot unless the bylaws
      of the Corporation shall so provide.

7.    Whenever a compromise or arrangement is proposed between this Corporation
      and its creditors or any class of them and/or between this Corporation
      and its stockholders or any class of them, any court of equitable
      jurisdiction within the State of Delaware may, on the application in a
      summary way of this Corporation or of any creditor or stockholder
      thereof, or on the application of any receiver or receivers appointed for
      this Corporation under the provisions of Section 291 of Title 8 of the
      Delaware Code or on the application of trustees in dissolution or of
      any receiver or receivers appointed for this Corporation under the
      provisions of Section 279 of Title 8 of the Delaware Code order a meeting
      of the creditors or class of creditors, and/or of the stockholders or 
      class of stockholders of this Corporation, as the case may be, to be 
      summoned in such manner as the said court directs.  If a majority in 
      number representing three-fourths in value of the creditors or class of 
      creditors,


      and/or of the stockholders or class of stockholders of this Corporation,
      as the case may be, agree to any compromise or arrangement and to any
      reorganization of this Corporation as a  consequence of such compromise
      or arrangement, the said compromise or arrangement and the said
      reorganization shall, if sanctioned by the court to which the said
      application has been made, be binding on all the creditors or class of
      creditors, and/or on all the stockholders or class of stockholders, of
      this Corporation, as the case may be, and also on this Corporation.

8.    The Corporation reserves the right to amend, alter, change or repeal any
      provision contained in this Restated Certificate of Incorporation, in
      the manner now or hereafter prescribed by statute, and all rights
      conferred upon stockholders herein are granted subject to this 
      reservation.

9.    To the fullest extent permitted by Delaware statutory or decisional
      law, as amended or interpreted, no director of this Corporation shall be
      personally liable to the Corporation or its stockholders for monetary
      damages for breach of fiduciary duty as a director.  This Article 9 does
      not affect the availability of equitable remedies for breach of fiduciary
      duties.  Any repeal or modification of the provisions of this Article 9 by
      the stockholders of the Corporation shall not adversely affect any right
      or protection of any director existing at the time of such repeal or
      modification.

10.   The vote of the stockholders of the Corporation which shall be required
      to approve any Business Combination (as hereinafter defined) shall be as
      set forth in this Article 10.

      (1)  In addition to any affirmative vote required by law, any other
           provision of this Certificate of Incorporation or otherwise, and 
           except as otherwise expressly provided in paragraph (2) or (6) of 
           this Article 10, none of the following transactions shall be 
           consummated unless and until such transaction shall have been 
           approved by the affirmative vote of the holders of at least 66 2/3 
           percent of the combined voting power of the outstanding shares of 
           stock of all classes and series of the Corporation entitled to vote 
           generally in the election of directors ('Capital Stock'):

           (A)  any merger or consolidation of the Corporation or any material
                Subsidiary (as hereinafter defined) with or into (i) any
                corporation which is an Interested Stockholder (as hereinafter
                defined) or (ii) any other corporation which is or after
                such merger or consolidation would be an Interested Stockholder;
                or

           (B)  any sale, License (as hereinafter defined), lease, exchange,
                mortgage, pledge, transfer or other disposition (whether in one
                transaction or a series of transactions) to or with any
                Interested Stockholder of any material asset or assets of the
                Corporation; or


            (C) the issuance or transfer by the Corporation or any Subsidiary
                (whether in one transaction or a series of transactions) to an
                Interested Stockholder of any securities of the Corporation or
                any Subsidiary in exchange for cash, securities, or other 
                property (or a combination thereof) having an aggregate Fair 
                Market Value (as hereinafter defined) of $20 million or more; or

            (D) the adoption of any plan or proposal for the liquidation or
                dissolution of the Corporation or any material Subsidiary; or

            (E) any reclassification of any securities of the Corporation
                (including any reverse stock split), any recapitalization of the
                Corporation, any merger or consolidation of the Corporation with
                or into any of its Subsidiaries, or any other transaction 
                (whether or not with or involving any Interested Stockholder), 
                which has the effect, directly or indirectly, of increasing the 
                proportionate share of the outstanding shares of any class of 
                stock or series thereof of the Corporation or of any Subsidiary 
                directly orindirectly Beneficially Owned (as hereinafter 
                defined) by any Interested Stockholder or as a result of 
                which the stockholders of the Corporation would cease to be 
                stockholders of a corporation having, as part of its articles
                or certificate of incorporation, provisions to the same effect 
                as this Article 10 and the provisions of Article 12 hereof 
                relating to amendments or changes to this Article 10.

                The term 'Business Combination' as used in this Article 10 shall
                mean any transaction or proposed transaction which is referred 
                to in any one or more of the subparagraphs (A) through (E) of 
                this paragraph (1) of this Article 10.
  
       (2)  The provisions of paragraph (1) of this Article 10 shall not be
            applicable to any particular Business Combination, and such Business
            Combination shall require only such vote, if any, as is required by
            law and any other Article hereof or any agreement between the
            Corporation and any national securities exchange or otherwise, if 
            all of the conditions specified in either of the following 
            paragraphs (A)  or (B) are satisfied:

            (A)  such Business Combination shall have been approved by a 
                 majority of the Disinterested Directors (as hereinafter 
                 defined) or, in the case of a License, approved by a majority 
                 of the Disinterested Directors or a committee of Disinterested 
                 Directors designated by the Board of Directors; or

            (B)  if all the conditions specified in each of the following
                 subparagraphs (i), (ii), (iii), (iv) and (v) are satisfied:


                 (i)  the aggregate amount of the cash and the Fair Market 
                      Value as of the date of the consummation of the Business 
                      Combination of any consideration other than cash to be 
                      received per share by holders of Capital Stock in such 
                      Business Combination, shall be at least equal to the 
                      higher of the following:

                      (a)  if applicable, the highest per share price 
                           (including any brokerage commissions, transfer 
                           taxes, soliciting dealers' fees and other expenses) 
                           paid by the Interested Stockholder involved in 
                           such Business Combination for any shares of
                           Capital Stock acquired by it during the five-year 
                           period immediately prior to the consummation date 
                           of such Business Combination; and

                      (b)  the Fair Market Value per share of Capital Stock 
                           on the Determination Date (as hereinafter defined) 
                           in respect of such Interested Stockholder, the 
                           Announcement Date (as hereinafter defined) or the 
                           consummation date of such Business Combination, 
                           whichever is highest; provided, however, that the 
                           prices referred to in the foregoing clauses (a) 
                           and (b) of this subparagraph (i) shall be adjusted 
                           to reflect fairly any stock dividend, stock
                           split, reverse stock split, combination of shares,
                           recapitalization, reorganization or similar event
                           affecting the number of shares of Capital Stock 
                           outstanding and the market price per share of 
                           outstanding shares of Capital Stock which has 
                           occurred after the date as of which such price is 
                           determined; and

                      (ii) unless otherwise specifically required by law, the 
                           holders of shares of Capital Stock shall have the 
                           right, at their option, to receive payment in cash
                           as the consideration for their shares in the 
                           Business Combination, if cash was previously paid by
                           the Interested Stockholder involved in such Business 
                           Combination in order to acquire any shares of 
                           Capital Stock or any interest in shares of Capital
                           Stock within the two-year period immediately
                           prior to the Announcement Date; and

                 (iii)     after the Determination Date in respect of the 
                           Interested Stockholder involved in such Business 
                           Combination and prior to the consummation of such 
                           Business Combination:

                           (a)  if regular dividends have been paid by the 
                                Corporation, except as approved by a majority 
                                of the Disinterested


                                Directors, there shall have been no failure to 
                                declare and pay at the regular date thereof 
                                any dividend (whether or not cumulative);

                           (b)  there shall have been no reduction in the 
                                annual rate of dividends, if any, paid on the 
                                Capital Stock (except as necessary to reflect 
                                any subdivision of the Capital
                                Stock), except as approved by a majority of the
                                Disinterested Directors;

                           (c)  there shall have been an increase in such 
                                annual rate of dividends as necessary to 
                                reflect any reclassification (including any 
                                reverse stock split or combination of
                                shares), recapitalization, reorganization or 
                                any similar transaction which has the effect 
                                of reducing the number of outstanding shares
                                of the Capital Stock, unless the
                                failure to increase such annual rate is 
                                approved by a majority of the Disinterested 
                                Directors; and

                           (d)  such Interested Stockholder shall not have 
                                become the beneficial owner of any additional
                                shares of the Capital Stock except as part of
                                the transaction which results in such 
                                Interested Stockholder becoming an Interested
                                Stockholder; and

                 (iv)   after the Determination Date in respect of the 
                        Interested Stockholder  involved in such Business 
                        Combination, such Interested Stockholder shall not 
                        have received the benefit, directly or indirectly 
                        (except as a shareholder of the Corporation, in 
                        proportion to its shareholding), of any
                        loans, advances, guarantees, pledges or other financial
                        assistance or any tax credits or other tax advantages
                        provided by the Corporation, whether in anticipation 
                        of or in connection with such Business Combination or 
                        otherwise; and

                   (v)  a proxy or information statement describing the 
                        proposed Business Combination and complying with the 
                        requirements of the Securities Exchange Act of 1934 
                        and the rules and regulations
                        thereunder (or any subsequent provisions replacing 
                        or revising such Act, rules or regulations) shall, at 
                        the Corporation's expense, be mailed to stockholders 
                        of the Corporation at least 30 days prior to the 
                        consummation of such Business Combination
                        (whether or not such proxy or information statement 
                        is required to be mailed pursuant to such Act, rules 
                        or regulations or subsequent provisions), and the 
                        Disinterested Directors, if


                       there are any at the time, shall have been provided a
                       reasonable opportunity to state their views therein with
                       respect to such proposed Business Combination and to 
                       include therewith an opinion of an independent 
                       investment banking or appraisal firm selected by the 
                       Disinterested Directors with respect to such Business 
                       Combination.

                  (3)  For purposes of this Article 10;

                       (A)  An 'Affiliate' of a person shall mean any person 
                            who, directly or indirectly, controls, is controlled
                            by or is under common control with such person.

                      (B)  'Announcement Date' with respect to any Business 
                            Combination means the date on which the proposal of
                            such Business Combination is publicly announced.

                      (C)  An 'Associate' shall mean

                           (i)  with respect to a corporation or association, 
                                any officer or director thereof or of a 
                                subsidiary thereof,

                          (ii)  with respect to a partnership, any general 
                                partner thereof or any limited partner thereof 
                                having a ten percent ownership interest in such
                                partnership,

                         (iii)  with respect to any other trust or an estate, 
                                any officer or trustee thereof or of any 
                                subsidiary thereof,

                          (iv)  with respect to any other trust or an estate, 
                                any trustee, executor or similar fiduciary 
                                and any person who has a substantial interest 
                                as a beneficiary of such trust or
                                estate,

                           (v)  with respect to a natural person, the spouses 
                                and children thereof and any other relative 
                                thereof or of the spouse
                                thereof who has the same home, and

                          (vi)  any Affiliate of any such person.

                     (D)  A person shall be a 'Beneficial Owner' of, or have
                          'Beneficial Ownership' of or 'Beneficially Own,' 
                          any Capital Stock over
                          which such person or any of its Affiliates or 
                          Associates, directly or indirectly, through any 
                          contract, arrangement, understanding or relationship, 
                          has or shares or, upon the exercise
                          of any conversion right, exchange right, warrant, 
                          option or similar interest (whether or not then 
                          exercisable), would have or share either (i) voting 
                          power (including the power to vote or


                          to direct the voting) of such security or (ii) 
                          investment power (including the power to dispose or 
                          direct the disposition) of
                          such security.  For the purposes of determining 
                          whether a person is an Interested Stockholder, the 
                          number of shares of Capital
                          Stock deemed to be outstanding shall include any 
                          shares Beneficially Owned by such Person even 
                          though not actually outstanding, but shall not 
                          include any other shares of Capital
                          Stock which are not outstanding but which may be 
                          issuable to other persons pursuant to any agreement, 
                          arrangement or understanding, or upon exercise of 
                          any conversion right, exchange
                          right, warrant, option or similar interest.

     (E)  'Consolidated Transaction Reporting System' shall mean the system
           of reporting securities information operated under the authority
           of Rule 11Aa3-1 under the Securities Exchange Act of 1934, as such
           rule may from time to time be amended, and any successor rule or
           rules.

     (F)  'Determination Date' in respect of an Interested Stockholder shall
           mean the date on which such Interested Stockholder first became
           an Interested Stockholder.

     (G)  'Disinterested Director' shall mean any member of the Board of
           Directors of the Corporation who is not an Affiliate or Associate
           of, and was not directly or indirectly a nominee of, any
           Interested Stockholder involved in such Business Combination or
           any Affiliate or Associate of such Interested Stockholder and who
           (i)  was a member of the Board of Directors of Intel Corporation,
           a California corporation, on April 16, 1986; (ii) was a member of
           the Board of Directors of the Corporation prior to the time that
           such Interested Stockholder became an Interested Stockholder or
           (iii) is a successor of a Disinterested Director and was nominated
           to succeed a Disinterested Director by a majority of the
           Disinterested Directors on the Board of Directors at the time of
           his nomination.  Any reference to 'Disinterested Directors' shall
           refer to a single Disinterested Director if there be but one.  Any
           reference to an approval, designation or determination by a majority
           of the Disinterested Directors shall mean such approval, designation
           or determination by a committee of the Board of Directors comprised
           of all Disinterested Directors and exercising its authority as a
           committee of the Board to the extent permissible by law.

     (H)  'Fair Market Value' as of any particular date shall mean (i) in the
           case of stock, the average of the closing sale price during the 90
           trading days immediately preceding the date in question of a share
           of such stock on the principal United States securities exchange
           registered under the Securities Exchange Act of 1934 on which such
           stock is listed, or, if such stock is not listed on any such
           exchange, the average of the last sale prices at 4:00 p.m. New

           York time during the 90 trading days immediately preceding the
           date in question reported in the Consolidated Transaction
           Reporting System (as heretofore defined) or, if such stock is
           not so reported, the average of the highest reported bid and
           the lowest reported asked quotations for a share of such stock
           furnished by the National Association of Securities Dealers
           Automated Quotation System or any successor quotation reporting
           system or, if quotations are not available in such system, as
           furnished by the National Quotation Bureau Incorporated or, if
           quotations are not available in such system, any similar
           organization furnishing quotations and, if no such quotations are
           available, the fair market value on the date in question of a share
           of such stock as determined by a majority of the Disinterested
           Directors in good faith and (ii) in the case of property other
           than cash or stock, the fair market value of such stock or property,
           as the case may be, on the date in question as determined by a
           reputable investment banking or appraisal firm in good faith (such
           firm to be engaged solely on behalf of the stockholders other than
           the Interested Stockholder, to be paid a reasonable fee for their
           services by the Corporation upon receipt of such opinion and which
           fee shall not be contingent on the consummation of the action or
           transaction, to be a firm which has not previously been associated
           with or rendered substantial services to or acted as manager of an
           underwriting or as agent for the Interested Stockholder or any other
           person whose stock in the Corporation or any Subsidiary the
           Interested Stockholder beneficially owns or controls, and to be
           selected by a majority of the Disinterested Directors) and which
           value has been approved by a majority of the Disinterested Directors
           in good faith.

     (I)  'Interested Stockholder' shall mean any person, other than the
           Corporation, any Subsidiary or any employee benefit plan of the
           Corporation or any Subsidiary, who or which (i) is the Beneficial
           Owner, directly or indirectly, of shares of Capital Stock which are
           entitled to cast five percent or more of the total votes which all
           of the then outstanding shares of Capital Stock are entitled to cast
           in the election of directors or is an Affiliate or Associate of any
           such person or (ii) acts with any other person as a partnership,
           limited partnership, syndicate, or other group for the purpose of
           acquiring, holding or disposing of securities of the Corporation,
           and such group is the Beneficial Owner, directly or indirectly, of
           shares of Capital Stock which are entitled to cast five percent or
           more of the total votes which all of the then outstanding shares of
           Capital Stock are entitled to cast in the election of directors, and
           any reference to a particular Interested Stockholder involved in a
           Business Combination shall also refer to any Affiliate or Associate
           thereof, any predecessor thereto and any other person acting as a
           member of a partnership, limited partnership, syndicate or group

           with such particular Interested Stockholder within the meaning of
           the foregoing clause (ii) of this subparagraph (I).

     (J)  'License' shall mean a material license which is not granted in
           standard commercial transactions and is not generally available
           to commercial customers of the Corporation.

     (K)  A 'person' shall mean any individual, firm, corporation (which
           shall include a business trust), partnership, joint venture,
           trust or estate, association or other entity.

     (L)  'Subsidiary' shall mean any corporation or partnership of which
           a majority of any class of its equity securities is owned, directly
           or indirectly, by the Corporation.

  (4)  A majority of the Disinterested Directors shall have the power and duty
       to determine, on the basis of information known to them after
       reasonable inquiry, all facts necessary to determine compliance with
       this Article 10, including, without limitation (i) whether a person is
       an Interested Stockholder, (ii) the number of shares of Capital Stock
       Beneficially Owned by any person, (iii) whether a person is an Affiliate
       or Associate of another person, (iv) whether the requirements of
       paragraph (2) of this Article 10 have been met with respect to any
       Business Combination, and (v) whether two or more transactions
       constitute a 'series of transactions' for purposes of paragraph (1) of
       this Article 10.  The good faith determination of a majority of the
       Disinterested Directors on such matters shall be conclusive and binding
       for all purposes of this Article 10.

  (5)  Nothing contained in this Article 10 shall be construed to relieve any
       Interested Stockholder from any fiduciary obligation imposed by law.

  (6)  The provisions of paragraph (1) of this Article 10 shall not be
       applicable to any particular Business Combination, and such Business
       Combination shall require only such vote of stockholders, if any, as is
       required by law and any other Article hereof or any agreement between
       the Corporation and any national securities exchange or otherwise, if
       on the date of determining the stockholders entitled to vote on such
       Business Combination, the laws of the State of Delaware do not permit
       the corporation to require the affirmative vote of the holders of at
       least 66 2/3 percent of the combined voting power of the outstanding
       shares of Capital Stock to approve such Business Combination.

11.  Any action required or permitted to be taken by the stockholders of the
     Corporation must be effected at a duly called annual or special meeting
     of stockholders of the Corporation and may not be effected by any consent
     in writing by the stockholders.


12. In addition to any requirements of law and any other provisions hereof
    (and notwithstanding the fact that approval by a lesser vote may be
    permitted by law or any other provision hereof), the affirmative vote
    of the holders of at least 66_ percent of the voting power of the then
    outstanding shares of stock of all classes and all series of the
    Corporation entitled to vote generally in the election of directors,
    voting together as a single class, shall be required to amend, alter,
    repeal, or adopt any provision inconsistent with, this Article 12 or
    Articles 10 or 11 hereof.


IN WITNESS WHEREOF, Intel Corporation has caused this certificate to
be signed by its Vice President, General Counsel and Secretary and attested
by its Assistant Secretary this 7th day of May, 1993.
                                     
                                     
                                By:  /s/F. Thomas Dunlap, Jr.
                                     ------------------------
                                     Vice President, General
                                     Counsel and Secretary
                                     
Attest: /s/Theodore W. Vian          
        ----------------------
        Assistant Secretary          
        


                            CERTIFICATE OF AMENDMENT

                   TO THE RESTATED CERTIFICATE OF INCORPORATION

                                        OF

                                INTEL CORPORATION

     Intel Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
'Corporation'),

DOES HEREBY CERTIFY:

     FIRST:  That the Board of Directors of the Corporation, at a meeting
duly held in January, 1997, adopted a resolution proposing and declaring
advisable the amendment to the Restated Certificate of Incorporation of
the Corporation and directed that said amendment be submitted for the
consideration of the Corporation's stockholders at the next annual meeting
thereof.  The proposed amendment is as follows:

       The first sentence of paragraph 4 of the Restated Certificate
     of Incorporation of the Company is hereby deleted and the
     following is substituted in lieu thereof:
          
     The total number of shares of all classes of stock that the
     Corporation is authorized to issue is four billion five hundred fifty
     million (4,550,000,000), consisting of four billion five hundred
     million (4,500,000,000) shares of Common Stock with a par value of
     one tenth of one cent ($.001) per share and fifty million (50,000,000)
     shares of Preferred Stock with a par value of one tenth of one cent
     ($.001) per share.
     
Accordingly, the first sentence of paragraph 4 of the Restated Certificate
of Incorporation of the Company shall read in its entirety as follows:

     4.   The total number of shares of all classes of stock that the
         Corporation is authorized to issue is four billion five hundred
         fifty million (4,550,000,000), consisting of four billion five
         hundred million (4,500,000,000) shares of Common Stock with a par
         value of one tenth of one cent ($.001) per share and fifty million
         (50,000,000) shares of Preferred Stock with a par value of one tenth
         of one cent ($.001) per share.  The Preferred Stock may be issued in
         one or more series, and the Board of Directors of the Corporation is
         expressly authorized (i) to fix the descriptions, powers, preferences,
         rights, qualifications, limitations, and restrictions with respect to
         any series of Preferred Stock and (ii) to specify the number of shares
         of any series of Preferred Stock.

     SECOND: That thereafter, at the annual meeting of stockholders of the
Corporation duly held on May 21, 1997, upon notice and in accordance with

Section 222 of the General Corporation Law of the State of Delaware, the
necessary number of shares as required were voted in favor of the amendment.

     THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Section 242 of the General Corporation
Law of the State of Delaware.

     FOURTH:  That this Certificate of Amendment of the Certificate of
Incorporation shall be effective on the date of filing with the Secretary of
the State of Delaware.

     IN WITNESS WHEREOF, said Intel Corporation has caused this Certificate
to be signed by F. Thomas Dunlap, Jr., its Vice President , General Counsel
and Secretary, and attested by Cary I. Klafter, the Assistant Secretary, this
30th day of May, 1997.

                                        INTEL CORPORATION
                                        
                                    By: /s/F. Thomas Dunlap, Jr.
                                        ------------------------
                                        F. Thomas Dunlap, Jr.
                                        Vice President, General
                                        Counsel and Secretary
                                        
Attest: /s/Cary I. Klafter               
        -------------------
        Cary I. Klafter