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                                                                    Exhibit 3.05

                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                            QT OPTOELECTRONICS, INC.


1.       Name. The name of the Corporation is QT Optoelectronics, Inc.

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

3.       Purpose. The purposes for which the Corporation is formed are to engage
         in any lawful act or activity for which corporations may be organized
         under the General Corporation Law of the State of Delaware ("DGCL") and
         to possess and exercise all of the powers and privileges granted by
         such law and any other law of Delaware.

4.       Authorized Capital. The aggregate number of shares of stock which the
         Corporation shall have authority to issue is 1,000 shares, all of which
         are classified as Common Stock, par value $.01 per share.

5.       Bylaws. In furtherance and not in limitation of the powers conferred by
         law, the board of directors of the Corporation is authorized to adopt,
         amend or repeal the bylaws of the Corporation, except as otherwise
         specifically provided therein, subject to the power of the stockholders
         of the Corporation to amend or repeal any, bylaws adopted by the board
         of directors.

6.       Election of Directors. Elections of directors need not be by written
         ballot unless and except to the extent the bylaws of the Corporation
         shall so provide.

7.       Right to Amend. The Corporation reserves the right to amend or repeal
         any provision contained in this Certificate as the same may from time
         to time be in effect in the manner now or hereafter prescribed by law,
         and all rights, preferences and privileges conferred on stockholders,
         directors or others hereunder are subject to such reservation.

8.       Limitation on Liability. The directors of the Corporation shall be
         entitled to the benefits of all limitations on the liability of
         directors generally that are now or hereafter become available under
         the DGCL. Without limiting the generality of the foregoing, to the
         fullest extent permitted by the DGCL as it exists on the date hereof or
         as it may hereafter be amended, no director of the Corporation shall be
         personally liable to the Corporation or its stockholders for monetary
         damages for breach of fiduciary duty as a director, except for
         liability (i) for any breach of the director's duty of loyalty to the
         Corporation or its stockholders, (ii) for acts or omissions not in good
         faith or which involve intentional misconduct or a knowing violation of
         law, (iii) under Section 174 of the DGCL, or (iv) for any transaction
         from which the director derived an improper personal benefit. Any
         repeal or modification of this Section 8 or any adoption of any
         provision of this Certificate of Incorporation inconsistent with this
         Section 8 shall be prospective only, and shall not affect, to the
         detriment of any director, any limitation on the personal liability of
         a director of the Corporation existing at the time of such repeal,
         modification or adoption.