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                                                                     Exhibit 3.2
                                                                     -----------



                             AMENDED AND RESTATED
                                    BYLAWS


                                      of


                      DIAL-THRU INTERNATIONAL CORPORATION



                           adopted January 14, 2000
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                             AMENDED AND RESTATED
                                    BYLAWS

                                      of

                      DIAL-THRU INTERNATIONAL CORPORATION

                           (a Delaware corporation)


                                   ARTICLE I

                                    Offices

  SECTION 1.1.  The registered office of the Corporation shall be in the City of
Wilmington, County of New Castle, State of Delaware.

  SECTION 1.2.  The Corporation may also have offices at such other places both
within and without the State of Delaware as the Board of Directors may from time
to time determine or the business of the Corporation may require.

                                  ARTICLE II

                           Meetings of Stockholders

  SECTION 2.1.  Annual Meetings. The annual meeting of the stockholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held at such place within or without
the State of Delaware, and at such hour of the day as the Board of Directors
shall determine by resolution.

  SECTION 2.2.  Special Meetings. Special meetings of the stockholders for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by order of the Chairman, or if none
is appointed, the President, and shall be called by the Chairman or Secretary at
the request in writing of a majority of the Board of Directors or the whole
Executive Committee. Special meetings of the stockholders of the Corporation may
not be called by any other person or persons. Special meetings of the
stockholders shall be held at such place within or without the State of
Delaware, on such date, and at such time as may be designated by the person or
persons calling the meeting.

  SECTION 2.3.  Notice of Meetings. Written notice of every meeting of
stockholders, stating the time, place and purposes thereof, shall be given
personally or by mail at least ten (10), but not more than sixty (60), days
(except as otherwise provided by law) before the date of such meeting to each
person who appears on the stock transfer books of the Corporation as a
stockholder and who is entitled to vote at such meeting. If such notice is
mailed, it shall be directed to such stockholder at his address as it appears on
the stock transfer books of the Corporation.


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  SECTION 2.4.  Quorum. At any meeting of the stockholders the holders of a
majority of the shares of the Corporation entitled to vote at such meeting,
present in person or represented by proxy, shall constitute a quorum for all
purposes, except where otherwise provided by law or in the Certificate of
Incorporation. A quorum, once established, shall not be broken by the withdrawal
of enough votes to leave less than a quorum and the votes present may continue
to transact business until adjournment, provided that any action (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.

  SECTION 2.5.  Adjournments. If at any meeting of stockholders a quorum shall
fail to attend in person or by proxy, the holders of a majority of the shares
present in person or by proxy and entitled to vote at such meeting may adjourn
the meeting from time to time until a quorum shall attend, and thereupon any
business may be transacted which might have been transacted at the meeting as
originally called. Notice need not be given of the adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken, provided, however, that if the adjournment is for more than thirty (30)
days or if after the adjournment a new record date is fixed, notice of the
adjourned date shall be given.

  SECTION 2.6.  Organization. The Chairman, if one is elected, and in his
absence the President, and in their absence the Vice President, shall call
meetings of the stockholders to order and shall act as chairman thereof. The
Secretary or an Assistant Secretary of the Corporation shall act as secretary at
all meetings of the stockholders when present, and, in the absence of both, the
presiding officer may appoint any person to act as secretary. The chairman of
any meeting of stockholders shall determine the order of business and the
procedure at the meeting, including such regulation of the manner of voting and
the conduct of discussion as he may deem appropriate in his discretion.

  SECTION 2.7.  Voting. At each meeting of the stockholders, each holder of the
shares of Common Stock shall be entitled to one vote on such matter for each
such share and may exercise such voting right either in person or by proxy
appointed by an instrument in writing subscribed by such stockholder or his duly
authorized attorney. No such proxy shall be voted or acted upon after three (3)
years from its date unless the proxy provides for a longer period. Voting need
not be by ballot. All elections of directors shall be decided by a plurality
vote and all questions decided and actions authorized by a majority vote, except
as otherwise required by law.

  SECTION 2.8.  Inspectors. At any meeting of stockholders, inspectors of
election may be appointed by the presiding officer of the meeting for the
purpose of opening and closing the polls, receiving and taking charge of the
proxies, and receiving and counting the ballots or the vote of stockholders
otherwise given. The inspectors shall be appointed by the presiding officer of
the meeting, shall be sworn to faithfully perform their duties, and shall in
writing certify to the returns. No candidate for election as director shall be
appointed or act as inspector.

  SECTION 2.9.  Stockholder List. At least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered


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in the name of such stockholder, shall be prepared and held open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours for said ten (10) days either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the meeting during the whole
time thereof, and may be inspected by any stockholder who is present.

  SECTION 2.10. Business to be Transacted at Meetings. At a meeting of the
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before a special meeting,
business must be specified in the notice of the meeting (or any supplement
thereto). To be properly brought before an annual meeting, business must be (a)
specified in the notice of the meeting (or any supplement thereto) given by or
at the direction of the Board of Directors, (b) otherwise properly brought
before the meeting by or at the direction of the Board of Directors or (c)
otherwise properly brought before the meeting by a stockholder. For business to
be properly brought before an annual meeting by a stockholder, the stockholder
must, in addition to any requirements imposed by federal securities law or other
laws, have given timely notice thereof in writing to the secretary of the
Corporation. To be timely for an annual meeting, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation, no later than ninety (90) days prior to the scheduled meeting,
regardless of any postponements, deferrals or adjournments of that meeting to a
later date; provided, however, if less than one hundred (100) days notice or
prior public disclosure of the date of the scheduled meeting is given, notice by
the stockholders must be so delivered or received not later than the close of
business on the tenth (10th) day following the earlier of the day on which such
notice of the date of the scheduled annual meeting was mailed or the day on
which public disclosure was made. A stockholder's notice to the secretary with
regard to an annual meeting shall set forth as to each matter that the
stockholder proposes to bring before the meeting, (a) a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such business at the annual meeting, (b) the name and address, as they appear on
the Corporation's books, of the stockholders supporting such proposal, (c) the
class and number of shares of the Corporation that are beneficially owned by the
supporting stockholders on the date of the presenting stockholders' notice and
(d) any material interest of the presenting or supporting stockholders in such
business. The chairman of the meeting may refuse to bring before a meeting any
business not properly brought before the meeting in compliance with this
section.

                                  ARTICLE III

                                   Directors

  SECTION 3.1.  Functions and Number. The property, business and affairs of the
Corporation shall be managed and controlled by a board of directors, who need
not be stockholders, citizens of the United States or residents of the State of
Delaware. The number of members which shall constitute the Board of Directors
shall be such number, not less than three, determined by resolution of the Board
of Directors or by the stockholders at an annual or special meeting held for
that purpose, but no decrease in the Board of Directors shall have the effect of
shortening the term


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of an incumbent director. The first Board of Directors shall consist of five (5)
members, such number to constitute the first whole Board of Directors. The use
of the phrase "whole Board" herein refers to the total number of directors which
the Corporation would have if there were no vacancies. Except as otherwise
provided by law or in these Bylaws or in the Certificate of Incorporation, the
directors shall be elected by the stockholders entitled to vote at the annual
meeting of stockholders of the Corporation, and shall be elected to serve until
the next annual meeting of stockholders and until their successors shall be
elected and shall qualify.

  SECTION 3.2.  Removal. Any director may be removed, with or without cause, by
the affirmative vote of the holders of a majority of the then outstanding shares
of Common Stock.

  SECTION 3.3.  Vacancies. Unless otherwise provided in the Certificate of
Incorporation or in these Bylaws, vacancies among the directors, whether caused
by resignation, death, disqualification, removal, an increase in the authorized
number of directors or otherwise, may be filled by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director.

  SECTION 3.4.  Place of Meeting. The directors may hold their meetings and may
have one or more offices and keep the books of the Corporation (except as
otherwise may at any time be provided by law) at such place or places within or
without the State of Delaware as the Board may from time to time determine.

  SECTION 3.5.  Annual Meeting. The newly elected Board may meet for the purpose
of organization, the election of officers and the transaction of other business,
at such time and place within or without the State of Delaware as shall be fixed
as provided in Section 3.7 of this Article for special meetings of the Board of
Directors.

  SECTION 3.6.  Regular Meetings. Regular meetings of the Board of Directors
shall be held at such time and place within or without the State of Delaware as
the Board of Directors shall from time to time by resolution determine and no
notice of such regular meetings shall be required.

  SECTION 3.7.  Special Meetings. Special meetings of the Board of Directors
shall be held whenever called by the direction of the Chairman or a majority of
the directors then in office. The Secretary or some other officer or director of
the Corporation shall give notice to each director of the time and place of each
special meeting either (a) by mailing the same at least five (5) days before the
meeting, (b) by delivery by personal delivery or courier the same not later than
the day before the meeting, or (c) by telefaxing, e-mailing, telexing,
telegraphing or telephoning the same not later than the day before the meeting,
at the residence address (or e-mail address, telephone number or facsimile
number) of each director or at his usual place of business. Special meetings of
the Board shall be held at such place within or without the State of Delaware as
shall be specified in the call for the meeting. Unless expressly required by
statute, by the Certificate of Incorporation or by the Bylaws, neither the
business to be transacted at, nor the purpose of, any special meeting of the
Board of Directors need be specified in the notice of a meeting.


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  SECTION 3.8.  Quorum. Except as otherwise provided by law or in the
Certificate of Incorporation, a majority of the directors in office shall
constitute a quorum for the transaction of business. A majority of those present
at the time and place of any regular or special meeting, if less than a quorum
be present, may adjourn from time to time without notice, until a quorum be had.
The act of a majority of directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors, except as may be otherwise
provided by law or in the Certificate of Incorporation.

  SECTION 3.9.  Compensation. The Board of Directors shall have the authority to
fix by resolution the compensation of directors.

  SECTION 3.10.  Organization. At all meetings of the Board of Directors, the
Chairman, or in his absence, the President, or in his absence the Vice President
if he is a member of the Board, or in their absence, a chairman chosen by the
directors shall preside. The Secretary or an Assistant Secretary of the
Corporation shall act as secretary at all meetings of the Board of Directors
when present, and, in the absence of both, the presiding officer may appoint any
person to act as secretary.

  SECTION 3.11.  Telephone Meetings. Any member of the Board of Directors may
participate in any meeting of such Board by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in any meeting pursuant to
this provision shall constitute presence in person at such meeting.

  SECTION 3.12.  Action Without Meeting. Any action required or permitted to be
taken at any meeting of the Board of Directors, or any committee thereof, may be
taken without a meeting if all the members of the Board consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board.

  SECTION 3.13.  Nomination of Director Candidates. Subject to the rights of the
holders of Preferred Stock or any other class of capital stock of the
Corporation (other than Common Stock) or any series of any of the foregoing that
has been outstanding, nominations for the election of directors may be made by
the Board of Directors, by any duly appointed committee thereof or by any
stockholder entitled to vote for the election of directors. Any stockholder
entitled to vote for the election of directors at any meeting may nominate
persons for election as directors only if written notice of such stockholder's
intent to make such nomination is given, either by personal delivery or by
United States Mail, postage prepaid, to the Secretary of the Corporation not
later than ninety (90) days prior to the scheduled meeting, regardless of any
postponements, deferrals or adjournments of that meeting to a later date;
provided, however, if less than one hundred (100) days notice or prior public
disclosure of the date of the scheduled meeting is given, notice by the
stockholders must be so delivered or received not later than the close of
business on the tenth (10th) day following the earlier of the day on which such
notice of the date of the scheduled annual meeting was mailed or the day on
which public disclosure was made. Each such notice shall set forth: (a) the
name, age, business address and residence address of the person or persons
intended to be nominated; (b) a representation that the stockholder is a holder
of record of stock of the Corporation entitled to vote at such meeting and
intends to


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appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (c) a description of all arrangements or understandings
between the stockholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or nominations are to
be made by the stockholder; (d) such other information regarding each nominee
proposed by such stockholder as would have been required to be included in a
proxy statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had such requirements been applicable and each nominee been
nominated, or intended to be nominated, by the Board of Directors; and (e) the
consent of each nominee to serve as a director of the Corporation if so elected.
The chairman of the meeting may refuse to acknowledge the nomination of any
person not made in compliance with this section.

                                  ARTICLE IV

                                  Committees

  SECTION 4.1.  Executive Committee. The Board of Directors, by a resolution
passed by a vote of a majority of the whole Board, may appoint an Executive
Committee of one or more directors, which to the extent permitted by law and in
said resolution shall, during the intervals between the meetings of the Board of
Directors, in all cases where special directions shall not have been given by
the Board, have and exercise the powers of the Board of Directors, including
those powers enumerated in these Bylaws which are not specifically reserved to
the Board of Directors, in the management of the property, business and affairs
of the Corporation; provided, however, that the Executive Committee shall not
have any power or authority to amend the Certificate of Incorporation, to adopt
any agreement of merger or consolidation, to recommend to the stockholders the
sale, lease or exchange of all or substantially all of the Corporation's
property and assets, to recommend to the stockholders a dissolution of the
Corporation or a revocation of dissolution, to amend the Bylaws of the
Corporation, to declare a dividend, to authorize the issuance of stock or to
adopt a certificate of ownership and merger. The Executive Committee shall have
power to authorize the seal of the Corporation to be affixed to all papers which
may require it. The Board of Directors shall appoint the Chairman of the
Executive Committee. The members of the Executive Committee shall receive such
compensation and fees as from time to time may be fixed by the Board of
Directors.

  SECTION 4.2.  Alternates and Vacancies. The Board of Directors may designate
one or more directors as alternate members of the Executive Committee who may
replace any absent or disqualified member at any meeting of the Executive
Committee. In the absence or disqualification of a member of the Executive
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 the place of any such absent or disqualified member. All other
vacancies in the Executive Committee shall be filled by the Board of Directors
in the same manner as original appointments to such Committee.

  SECTION 4.3.  Committees to Report to Board. The Executive Committee shall
keep regular minutes of its proceedings and all action by the Executive
Committee shall be reported to the Board of Directors at its meeting next
succeeding such action.


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  SECTION 4.4.  Procedure. The Executive Committee shall fix its own rules of
procedure, and shall meet where and as provided by such rules or by resolution
of the Board of Directors. The presence of a majority of the then appointed
number of each committee created pursuant to this Article IV shall constitute a
quorum and in every case an affirmative vote by a majority of the members of the
committee present and not disqualified from voting shall be the act of the
committee.

  SECTION 4.5.  Other Committees. From time to time the Board of Directors by a
resolution adopted by a majority of the whole Board may appoint any other
committee or committees for any purpose or purposes, to the extent lawful, which
shall have such powers as shall be determined and specified by the Board of
Directors in the resolution of appointment.

  SECTION 4.6.  Termination of Committee Membership. In the event any person
shall cease to be a director of the Corporation, such person shall
simultaneously therewith cease to be a member of any committee appointed by the
Board of Directors, or any subcommittee thereof.

                                   ARTICLE V

                                   Officers

  SECTION 5.1.  Executive Officers. The executive officers of the Corporation
may consist of a Chairman, a President and Chief Executive Officer, one or more
Vice Presidents, a Treasurer and a Secretary, all of whom shall be elected
annually by the Board of Directors. Unless otherwise provided in the resolution
of election, each officer shall hold office until the next annual election of
directors and until his successor shall have been qualified. Any two of such
offices may be held by the same person.

  SECTION 5.2.  Subordinate Officers. The Board of Directors may appoint one or
more Assistant Secretaries, one or more Assistant Treasurers and such other
subordinate officers and agents as it may deem necessary or advisable, for such
term as the Board of Directors shall fix in such appointment, who shall have
such authority and perform such duties as may from time to time be prescribed by
the Board.

  SECTION 5.3.  Compensation. The Board of Directors shall have the power to fix
the compensation of all officers, agents and employees of the Corporation, which
power, as to other than elected officers, may be delegated as the Board of
Directors shall determine.

  SECTION 5.4.  Removal. All officers, agents and employees of the Corporation
shall be subject to removal, with or without cause, at any time by affirmative
vote of the majority of the whole Board of Directors whenever, in the judgment
of the Board of Directors, the best interests of the Corporation will be served
thereby. The power to remove agents and employees, other than officers or agents
elected or appointed by the Board of Directors, may be delegated as the Board of
Directors shall determine.


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  SECTION 5.5.  Chairman. If a Chairman is elected, he shall be chosen from
among the members of the Board of Directors and shall preside at all meetings of
the directors and the stockholders of the Corporation. The Chairman shall be the
chief executive officer of the Corporation and shall have the general powers and
duties of supervision and management of the Corporation and shall have
supervisory power over the President and all other officers of the Corporation.

  SECTION 5.6.  The President. The President shall be the chief operating
officer of the Corporation. The President shall, in the absence of the Chairman,
preside at all meetings of the stockholders and directors at which he is
present. The President shall also perform such other duties as may from time to
time be assigned to him by the Chairman or the Board of Directors.

  SECTION 5.7.  Vice Presidents. Each Vice President shall perform such duties
and shall have such authority as from time to time may be assigned to him by the
Board of Directors, the Chairman or the President.

  SECTION 5.8.  The Treasurer. The Treasurer shall have the general care and
custody of all the funds and securities of the Corporation which may come into
his hands and shall deposit the same to the credit of the Corporation in such
bank or banks or depositaries as from time to time may be designated by the
Board of Directors or by an officer or officers authorized by the Board of
Directors to make such designation, and the Treasurer shall pay out and dispose
of the same under the direction of the Board of Directors. He shall have general
charge of all securities of the Corporation and shall in general perform all
duties incident to the position of Treasurer.

  SECTION 5.9.  The Secretary. The Secretary shall keep the minutes of all
proceedings of the Board of Directors and the minutes of all meetings of the
stockholders and also, unless otherwise directed by such committee, the minutes
of each standing committee, in books provided for that purpose, of which he
shall be the custodian; he shall attend to the giving and serving of all notices
for the Corporation; he shall have charge of the seal of the Corporation, of the
stock certificate books and such other books and papers as the Board of
Directors may direct; and he shall in general perform all the duties incident to
the office of Secretary and such other duties as may be assigned to him by the
Board of Directors.

  SECTION 5.10. Vacancies. All vacancies among the officers for any cause shall
be filled only by the Board of Directors.

  SECTION 5.11. Bonding. The Board of Directors shall have power to require any
officer or employee of the Corporation to give bond for the faithful discharge
of his duties in such form and with such surety or sureties as the Board of
Directors may deem advisable.


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                                  ARTICLE VI

                                     Stock

  SECTION 6.1.  Form and Execution of Certificates. The shares of stock of the
Corporation shall be represented by certificates in such form as shall be
approved by the Board of Directors; provided that the Board of Directors of the
Corporation may provide by resolution that some or all of any or all classes or
series of its stock shall be uncertificated shares. Any such resolution shall
not apply to shares represented by a certificate until such certificate is
surrendered to the Corporation; and, notwithstanding the adoption of such a
resolution by the Board of Directors, every holder of stock represented by
certificates and every holder of uncertificated shares shall be entitled to a
certificate or certificates representing his shares upon delivery of a written
request therefor to the Secretary of the Corporation. The certificates shall be
signed by both (a) the Chairman, the President or a Vice President and (b) the
Treasurer or the Secretary or an Assistant Treasurer or Assistant Secretary,
except that where any such certificates shall be countersigned by a transfer
agent and by a registrar, the signatures of any of the officers above specified,
and the seal of the Corporation upon such certificates, may be facsimiles,
engraved or printed. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon such certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of its
issue.

  SECTION 6.2.  Regulations. The Board of Directors may make such rules and
regulations consistent with any governing statute as it may deem expedient
concerning the issue, transfer and registration of certificates of stock and
concerning certificates of stock issued, transferred or registered in lieu or
replacement of any lost, stolen, destroyed or mutilated certificates of stock.

  SECTION 6.3.  Fixing of Record Date. For the purpose of determining the
stockholders entitled to notice of, and to vote at, any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or for the purpose of determining stockholders entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or 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, in advance, a date as the record date for any such
determination of stockholders, and all persons who are stockholders of record on
the date so fixed, and no others, shall be entitled to notice of, and to vote
at, such meeting or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or to receive payment of any dividend or
other distribution or allotment of any rights, or to exercise any rights in
respect of any change, conversion or exchange of stock or to take any other
lawful action, as the case may be. Such record date shall not be more than sixty
(60) days nor less than ten (10) days before the date of any such meeting, nor
more than sixty (60) days prior to any other action, provided that any record
date established by the Board of Directors may not precede the date of the
resolution establishing the record date. The record date for determining
stockholders entitled to consent to corporate actions in writing shall not be
more than ten (10) days after the date upon which the resolution fixing the
record date was adopted. If no record date is


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established prior to an action undertaken by consent, the record date shall be,
if no action of the Board of Directors is required, the first date on which a
signed written consent setting forth the action taken is delivered to the
corporation. If action by the Board of Directors is required, the record date
shall be the close of business on the day the board adopts the resolution taking
the prior action.

  Section 6.4.  Transfer Agent and Registrar. The Board of Directors may appoint
a transfer agent or transfer agents and a registrar or registrars for any or all
classes of the capital stock of the Corporation, and may require stock
certificates of any or all classes to bear the signature of either or both.


                                  ARTICLE VII

                                     Seal

  SECTION 7.1.  Seal. The seal of the Corporation shall be circular in form and
contain the name of the Corporation, the year of its organization, and the words
"CORPORATE SEAL, DELAWARE", which seal shall be in charge of the Secretary to be
used as directed by the Board of Directors.

                                 ARTICLE VIII

                                  Fiscal Year

  SECTION 8.1.  Fiscal Year. The fiscal year of the Corporation shall end
October 31 of each year unless otherwise fixed by resolution of the Board of
Directors.

                                  ARTICLE IX

                               Waiver of Notice

  SECTION 9.1.  Waiver of Notice. Any person may waive any notice required to be
given by law, in the Certificate of Incorporation or under these Bylaws by
attendance in person, or by proxy if a stockholder, at any meeting, except when
such person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened, or by a writing signed by the person or
persons entitled to said notice, whether before or after the time stated in said
notice, which waiver shall be deemed equivalent to such notice. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders, directors, or members of a committee appointed by the Board
of Directors need be specified in any written waiver of notice.


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                                  ARTICLE X

         Checks, Notes, Drafts, Contracts, Voting of Securities, Etc.

     SECTION 10.1.  Checks, Notes, Drafts, Etc. All checks, notes, drafts or
other orders for the payment of money of the Corporation shall be signed,
endorsed or accepted in the name of the Corporation by such officer, officers,
person or persons as from time to time may be designated by the Board of
Directors or by an officer or officers authorized by the Board of Directors to
make such designation.

     SECTION 10.2.  Execution of Contracts, Deeds, Etc. The Board of Directors
may authorize any officer or officers, agent or agents, in the name and on
behalf of the Corporation, to enter into or execute and deliver any and all
deeds, bonds, mortgages, contracts and other obligations or instruments, and
such authority may be general or confined to specific instances.

     SECTION 10.3.  Provision Regarding Conflicts of Interests. No contract or
transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose, if:

          (a)  The material facts as to his relationship or interest and as to
     the contract or transaction are disclosed or are known to the Board of
     Directors or the committee, and the Board or committee in good faith
     authorizes the contract or transaction by the affirmative votes of a
     majority of the disinterested directors, even though the disinterested
     directors be less than a quorum; or

          (b)  The material facts as to his relationship or interest and as to
     the contract or transaction are disclosed or are known to the shareholders
     entitled to vote thereon, and the contract or transaction is specifically
     approved in good faith by vote of the shareholders; or

          (c)  The contract or transaction is fair as to the Corporation as of
     the time it is authorized, approved or ratified by the Board of Directors,
     a committee thereof, or the shareholders.

     Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.

     SECTION 10.4.  Voting of Securities Owned by the Corporation. Subject
always to the specific directions of the Board of Directors, any share or shares
of stock or other securities issued by any other corporation and owned or
controlled by the Corporation may be voted, whether by written consent as set
forth hereinbelow or at any meeting of such other corporation, by the Chairman
of the Corporation, or in the absence of the Chairman, by the President of the


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Corporation, or in the absence of the Chairman, the President, by any Vice
President of the Corporation who may be present at such meeting or available to
sign such written consent. Whenever in the judgment of the Chairman, or in his
absence, of the President, or in his absence, of any Vice President, it shall be
desirable for the Corporation to execute a proxy or give a consent with respect
to any share or shares of stock or other securities issued by any other
corporation and owned by the Corporation, such proxy or consent shall be
executed in the name of the Corporation by the Chairman, the President or one of
the Vice Presidents of the Corporation without necessity of any authorization by
the Board of Directors. Any person or persons so designated as the proxy or
proxies of the Corporation shall have full right, power and authority to vote
the share or shares of stock or other securities issued by such other
corporation and owned by the Corporation.

                                  ARTICLE XI

                                Indemnification

     SECTION 11.1.  Indemnification. Each person who was or is made a party or
is threatened to be made a party to or is involved in any threatened, pending or
completed action suit or proceeding, whether civil, criminal or investigative (a
"proceeding"), by reason of the fact that he or a person for whom he is the
legal representative 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, trustee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise (including service with
respect to employee benefit plans) whether the basis of such proceeding is
alleged action in his official capacity as a director, officer, employee or
agent, or in any other capacity while serving as a director, officer, employee
or agent, shall be indemnified and held harmless by the Corporation to the
fullest extent permitted by the Delaware General Corporation Law against all
expenses, liability and loss (including attorneys' fees, judgments, fines,
special excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith. Such
right shall be a contract right and shall include the right to require
advancement by the Corporation of attorneys' fees and other expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that the payment of such expenses incurred by a director or officer of
the Corporation in his capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of such proceeding, shall be made by the
Corporation only upon delivery to the corporation of an undertaking, by or on
behalf of such director or officer, to repay all amount so advanced if it should
be determined ultimately that such director or officer is not entitled to be
indemnified under this section or otherwise.

     SECTION 11.2.  Indemnification Not Exclusive. The indemnification and
advancement of expenses provided by this Article XI shall not be deemed
exclusive of any other rights to which a person seeking indemnification may be
entitled under the Certificate of Incorporation, any agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
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 a person.


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     SECTION 11.3.  Insurance. The Corporation shall have power to 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, trustee or agent of another
corporation, partnership, joint venture, trust or other enterprise (including
service with respect to employee benefit plans) against any liability assessed
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to indemnify
him against such liability under the provisions of this Article XI.


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