BYLAWS

                                     OF

                              3COM CORPORATION





TABLE OF CONTENTS
-----------------
ARTICLE I       STOCKHOLDERS
      Section 1.1  Annual Meeting
      Section 1.2  Special Meetings
      Section 1.3  Notice of Meetings
      Section 1.4  Quorum
      Section 1.5  Organization
      Section 1.6  Conduct of Business
      Section 1.7  Notice of Stockholder Business
      Section 1.8  Proxies and Voting
      Section 1.9  Stock List
      Section 1.10 Stockholder Action by Written Consent

ARTICLE II      BOARD OF DIRECTORS
      Section 2.1  Number and Term of Office
      Section 2.2  Vacancies and Newly Created Directorships
      Section 2.3  Removal
      Section 2.4  Regular Meetings
      Section 2.5  Special Meetings 
      Section 2.6  Quorum
      Section 2.7  Participation in Meetings by Conference
                   Telephone
      Section 2.8  Conduct of Business
      Section 2.9  Powers
      Section 2.10 Action Without Meeting
      Section 2.11 Compensation of Directors
      Section 2.12 Nomination of Director Candidates

ARTICLE III     COMMITTEES
      Section 3.1  Committees of the Board of Directors
      Section 3.2  Conduct of Business

ARTICLE IV      OFFICERS
      Section 4.1  Generally
      Section 4.2  Chairman of the Board
      Section 4.3  Chief Executive Officer
      Section 4.4  President
      Section 4.5  Chief Operating Officer
      Section 4.6  Vice President
      Section 4.7  Chief Financial Officer
      Section 4.8  Secretary
      Section 4.9  Delegation of Authority
      Section 4.10 Removal
      Section 4.11 Action With Respect to Securities of
                   Other Corporations

ARTICLE V       STOCK
      Section 5.1  Certificates of Stock
      Section 5.2  Transfers of Stock
      Section 5.3  Record Date
      Section 5.4  Lost, Stolen or Destroyed Certificates
      Section 5.5  Regulations

ARTICLE VI      NOTICES
      Section 6.1  Notices
      Section 6.2  Waivers

ARTICLE VII     MISCELLANEOUS
      Section 7.1  Facsimile Signatures
      Section 7.2  Corporate Seal
      Section 7.3  Reliance Upon Books, Reports and Records
      Section 7.4  Fiscal Year
      Section 7.5  Time Periods

ARTICLE VIII    INDEMNIFICATION OF DIRECTORS AND OFFICERS
      Section 8.1  Right to Indemnification
      Section 8.2  Right of Claimant to Bring Suit
      Section 8.3  Indemnification of Employees and Agents
      Section 8.4  Non-Exclusivity of Rights
      Section 8.5  Indemnification Contracts
      Section 8.6  Insurance
      Section 8.7  Effect of Amendment
      Section 8.8  Savings Clause

ARTICLE IX      AMENDMENTS
	




BYLAWS
OF
3Com CORPORATION


ARTICLE I

STOCKHOLDERS

Section 1.1.	Annual Meeting.

An annual meeting of the stockholders of 3Com Corporation (the 
"Corporation"), 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, on such date, and at 
such time as the Board of Directors shall each year fix, which 
date shall be within thirteen months after the organization of 
the Corporation or after its last annual meeting of 
stockholders.

Section 1.2.	Special Meetings.

Special meetings of the stockholders, for any purpose or 
purposes prescribed in the notice of the meeting, may be 
called by (a) the Board of Directors pursuant to a resolution 
adopted by a majority of the total number of authorized 
directors (whether or not there exist any vacancies in 
previously authorized directorships at the time any such 
resolution is presented to the Board for adoption), (b) the 
Chairman of the Board, (c) the President or (d) the holders of 
shares entitled to cast not less than twenty percent (20%) of 
the votes at the meeting, and shall be held at such place, on 
such date, and at such time as they shall fix.  Business 
transacted at special meetings shall be confined to the 
purpose or purposes stated in the notice.

Section 1.3.	Notice of Meetings.

Written notice of the place, date, and time of all meetings of 
the stockholders shall be given, not less than ten (10) nor 
more than sixty (60) days before the date on which the meeting 
is to be held, to each stockholder entitled to vote at such 
meeting, except as otherwise provided herein or required by 
law (meaning, here and hereinafter, as required from time to 
time by the Delaware General Corporation Law or the 
Certificate of Incorporation of the Corporation).

When a meeting is adjourned to another place, date or time, 
written notice need not be given of the adjourned meeting if 
the place, date and time thereof are announced at the meeting 
at which the adjournment is taken; provided, however, that if 
the date of any adjourned meeting is more than thirty (30) 
days after the date for which the meeting was originally 
noticed, or if a new record date is fixed for the adjourned 
meeting, written notice of the place, date, and time of the 
adjourned meeting shall be given in conformity herewith.  At 
any adjourned meeting, any business may be transacted which 
might have been transacted at the original meeting.

Section 1.4.	Quorum.

At any meeting of the stockholders, the holders of a majority 
of all of the shares of the stock entitled to vote at the 
meeting, present in person or by proxy, shall constitute a 
quorum for all purposes, unless or except to the extent that 
the presence of a larger number may be required by law or by 
the Certificate of Incorporation.

If a quorum shall fail to attend any meeting, the chairman of 
the meeting or the holders of a majority of the shares of 
stock entitled to vote who are present, in person or by proxy, 
may adjourn the meeting to another place, date, or time.

If a notice of any adjourned special meeting of stockholders 
is sent to all stockholders entitled to vote thereat, stating 
that it will be held with those present constituting a quorum, 
then except as otherwise required by law, those present at 
such adjourned meeting shall constitute a quorum, and all 
matters shall be determined by a majority of the votes cast at 
such meeting.

Section 1.5.	Organization.

Such person as the Board of Directors may have designated or, 
in the absence of such a person, the President of the 
Corporation or, in his absence, such person as may be chosen 
by the holders of a majority of the shares entitled to vote 
who are present, in person or by proxy, shall call to order 
any meeting of the stockholders and act as chairman of the 
meeting.  The secretary of the meeting shall be such person as 
the chairman appoints.

Section 1.6.	Conduct of Business.

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 seem to him in order.

Section 1.7.	Notice of Stockholder Business.

At an annual or special 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 
meeting, business must be (a) specified in the notice of 
meeting (or any supplement thereto) given by or at the 
direction of the Board of Directors, (b) properly brought 
before the meeting by or at the direction of the Board of 
Directors, or (c) properly brought before an annual meeting by 
a stockholder and if, and only if, the notice of a special 
meeting provides for business to be brought before the meeting 
by stockholders, properly brought before the special meeting 
by a stockholder.  For business to be properly brought before 
a meeting by a stockholder, the stockholder must have given 
timely notice thereof in writing to the Secretary of the 
Corporation.  To be timely, a stockholder's notice must be 
delivered to or mailed and received at the principal offices 
of the Corporation no later than (i) in the case of an annual 
meeting, ninety (90) days before the anticipated date of the 
next annual meeting, under the assumption that the next annual 
meeting will occur on the same calendar day as the day of the 
most recent annual meeting, and (ii) in the case of a special 
meeting, ten (10) days prior to date of such meeting.  A 
stockholder's notice to the Secretary shall set forth as to 
each matter the stockholder proposes to bring before the 
annual or special meeting (1) a brief description of the 
business desired to be brought before the annual or special 
meeting and the reasons for conducting such business at the 
annual or special meeting, (2) the name and address, as they 
appear on the Corporation's books, of the stockholder 
proposing such business, (3) the class and number of shares of 
the Corporation which are beneficially owned by the 
stockholder, and (4) any material interest of the stockholder 
in such business.  Notwithstanding anything in the Bylaws to 
the contrary, no business shall be conducted at an annual or 
special meeting except in accordance with the procedures set 
forth in this Section 1.7.  The chairman of an annual or 
special meeting shall, if the facts warrant, determine and 
declare to the meeting that business was not properly brought 
before the meeting and in accordance with the provisions of 
this Section 1.7, and if he should so determine, he shall so 
declare to the meeting and any such business not properly 
brought before the meeting shall not be transacted.

Section 1.8.	Proxies and Voting.

At any meeting of the stockholders, every stockholder entitled 
to vote may vote in person or by proxy authorized by an 
instrument in writing filed in accordance with the procedure 
established for the meeting.

Each stockholder shall have one vote for every share of stock 
entitled to vote which is registered in his name on the record 
date for the meeting, except as otherwise provided herein or 
required by law.

All voting, including on the election of directors, and except 
where otherwise required by law, may be by a voice vote; 
provided, however, that upon demand therefor by a stockholder 
entitled to vote or by his proxy, a stock vote shall be taken.  
Every stock vote shall be taken by ballots, each of which 
shall state the name of the stockholder or proxy voting and 
such other information as may be required under the procedure 
established for the meeting.  Every vote taken by ballots 
shall be counted by an inspector or inspectors appointed by 
the chairman of the meeting.

All elections shall be determined by a plurality of the votes 
cast, and except as otherwise required by law or the 
Certificate of Incorporation or the Bylaws of this 
Corporation, all other matters shall be determined by a 
majority of the votes cast.

Section 1.9.	Stock List.

A complete list of stockholders entitled to vote at any 
meeting of stockholders, arranged in alphabetical order for 
each class of stock and showing the address of each such 
stockholder and the number of shares registered in his name, 
shall be open to the examination of any such stockholder, for 
any purpose germane to the meeting, during ordinary business 
hours for a period of at least ten (10) days prior to the 
meeting, 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 stock list shall also be kept at the place of the meeting 
during the whole time thereof and shall be open to the 
examination of any such stockholder who is present.  This list 
shall presumptively determine the identity of the stockholders 
entitled to vote at the meeting and the number of shares held 
by each of them.

Section 1.10.	Stockholder Action by Written Consent.

An action which may be taken at any annual or special meeting 
of stockholders may be taken without a meeting and without 
prior notice, if a consent in writing, setting forth the 
actions so taken, is signed by the holders of outstanding 
shares having not less than the minimum number of votes which 
would be necessary to authorize or take such action at a 
meeting at which all shares entitled to vote thereon were 
present and voted.  All such consents shall be filed with the 
Secretary of the Corporation and shall be maintained in the 
corporate records.  Prompt notice of the taking of a corporate 
action without a meeting by less than unanimous written 
consent shall be given to those stockholders who have not 
consented in writing.


ARTICLE II

BOARD OF DIRECTORS

Section 2.1.	Number and Term of Office.

The authorized number of directors shall initially be one (1) 
and thereafter shall be fixed from time to time exclusively by 
the Board of Directors pursuant to a resolution adopted by a 
majority of the total number of authorized directors. The 
Board of Directors shall be comprised of ten (10) Directors.  
The number of Directors provided in this Section 2.1 may be 
changed by a Bylaw duly adopted by the affirmative vote of a 
majority of the outstanding shares entitled to vote.

Section 2.2.	Vacancies and Newly Created Directorships.

Subject to the rights of the holders of any series of 
Preferred Stock then outstanding, newly created directorships 
resulting from any increase in the authorized number of 
directors or any vacancies in the Board of Directors resulting 
from death, resignation, retirement, disqualification, or 
other cause (other than removal from office by a vote of the 
stockholders) may be filled only by a majority vote of the 
directors then in office, though less than a quorum, and 
directors so chosen shall hold office for a term expiring at 
the next annual meeting of stockholders.  No decrease in the 
number of directors constituting the Board of Directors shall 
shorten the term of any incumbent director.

Section 2.3.	Removal.

Subject to the rights of the holders of any series of 
Preferred Stock then outstanding, any director, or the entire 
Board of Directors, may be removed from office at any time, 
with or without cause, but only by the affirmative vote of the 
holders of at least a majority of the voting power of the then 
outstanding shares of stock of the Corporation entitled to 
vote generally in the election of directors, voting together 
as a single class.  Vacancies in the Board of Directors 
resulting form such removal may be filled by (i) a majority of 
the directors then in office, though less than a quorum, or 
(ii) the stockholders at a special meeting of the stockholders 
properly called for that purpose, by the vote of the holders 
of a plurality of the shares entitled to vote at such special 
meeting.  Directors so chosen shall hold office until the next 
annual meeting of stockholders.

Section 2.4.	Regular Meetings.

Regular meetings of the Board of Directors shall be held at 
such place or places, on such date or dates, and at such time 
or times as shall have been established by the Board of 
Directors and publicized among all directors.  A notice of 
each regular meeting shall not be required.

Section 2.5.	Special Meetings.

Special meetings of the Board of Directors may be called by a 
majority of the directors then in office (rounded up to the 
nearest whole number), by the Chairman of the Board or by the 
President and shall be held at such place, on such date, and 
at such time as they or he shall fix.  Notice of the place, 
date, and time of each such special meeting shall be given to 
each director who does not waive the right to a notice by (i) 
mailing written notice not less than five (5) days before the 
meeting, (ii) sending notice one (1) day before the meeting by 
an overnight courier service and two (2) days before the 
meeting if by overseas courier service, or (iii) by 
telephoning, telecopying, telegraphing or personally 
delivering the same not less than twenty-four (24) hours 
before the meeting.  Unless otherwise indicated in the notice 
thereof, any and all business may be transacted at a special 
meeting.

Section 2.6.	Quorum.

At any meeting of the Board of Directors, a majority of the 
total number of authorized directors shall constitute a quorum 
for all purposes.  If a quorum shall fail to attend any 
meeting, a majority of those present may adjourn the meeting 
to another place, date, or time, without further notice or 
waiver thereof.

Section 2.7.	Participation in Meetings by Conference Telephone.

Members of the Board of Directors, or of any committee of the 
Board of Directors, may participate in a meeting of such Board 
or committee 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 such 
meeting.

Section 2.8.	Conduct of Business.

At any meeting of the Board of Directors, business shall be 
transacted in such order and manner as the Board may from time 
to time determine, and all matters shall be determined by the 
vote of a majority of the directors present, except as 
otherwise provided herein or required by law.  

Section 2.9.	Powers.

The Board of Directors may, except as otherwise required by 
law, exercise all such powers and do all such acts and things 
as may be exercised or done by the Corporation, including, 
without limiting the generality of the foregoing, the 
unqualified power:

(1)  To declare dividends from time to time in accordance with 
law;

(2)  To purchase or otherwise acquire any property, rights or 
privileges on such terms as it shall determine;

(3)  To authorize the creation, making and issuance, in such 
form as it may determine, of written obligations of every 
kind, negotiable or non-negotiable, secured or unsecured, and 
to do all things necessary in connection therewith;

(4)  To remove any officer of the Corporation with or without 
cause, and from time to time to pass on the powers and duties 
of any officer upon any other person for the time being;

(5)  To confer upon any officer of the Corporation the power 
to appoint, remove and suspend subordinate officers, employees 
and agents;

(6)  To adopt from time to time such stock option, stock 
purchase, bonus or other compensation plans for directors, 
officers, employees and agents of the Corporation and its 
subsidiaries as it may determine;

(7)  To adopt from time to time such insurance, retirement, 
and other benefit plans for directors, officers, employees and 
agents of the Corporation and its subsidiaries as it may 
determine; and

(8)  To adopt from time to time regulations, not inconsistent 
with these Bylaws, for the management of the Corporation's 
business and affairs.

Section 2.10.	Action Without Meeting.

Any action required or permitted to be taken at any meeting of 
the Board of Directors may be taken without a meeting, if all 
members of the Board shall individually or collectively 
consent in writing to such action.  Such written consent or 
consents shall be filed with the minutes of the proceedings of 
the Board.  Such action by written consent shall have the same 
force and effect as a unanimous vote of such directors.

Section 2.11.	Compensation of Directors.

Directors, as such, may receive, pursuant to resolution of the 
Board of Directors, fixed fees and other compensation for 
their services as directors, including, without limitation, 
their services as members of committees of the Board of 
Directors.

Section 2.12.	Nomination of Director Candidates.

Subject to any limitations stated in the Certificate of 
Incorporation of this Corporation, nominations for the 
election of directors may be made by the Board of Directors or 
a proxy committee appointed by the Board of Directors or by 
any stockholder entitled to vote in the election of directors.


ARTICLE III

COMMITTEES

Section 3.1.    Committees of the Board of Directors.

The Board of Directors, by a vote of a majority of the whole 
Board, may from time to time designate one or more committees 
of the Board, with such lawfully delegable powers and duties 
as it thereby confers, to serve at the pleasure of the Board 
and shall, for those committees and any others provided for 
herein, elect a director or directors to serve as the member 
or members, designating, if it desires, other directors as 
alternate members who may replace any absent or disqualified 
member at any meeting of the committee.  Any committee so 
designated may exercise the power and authority of the Board 
of Directors to declare a dividend, to authorize the issuance 
of stock or to adopt a certificate of ownership and merger if 
the resolution which designates the committee or a 
supplemental resolution of the Board of Directors shall so 
provide.  In the absence or disqualification of any member of 
any committee and any alternate member in his place, the 
member or members of the committee present at the meeting and 
not disqualified from voting, whether or not he or they 
constitute a quorum, may by unanimous vote appoint another 
member of the Board of Directors to act at the meeting in the 
place of the absent or disqualified member.

Section 3.2.	Conduct of Business.

Each committee may determine the procedural rules for meeting 
and conducting its business and shall act in accordance 
therewith, except as otherwise provided herein or required by 
law.  Adequate provision shall be made for notice to members 
of all meetings; one-half of the authorized members shall 
constitute a quorum unless the committee shall consist of one 
or two members, in which event all members of the committee 
shall constitute a quorum; and all matters shall be determined 
by a majority vote of the members present.  Action may be 
taken by any committee without a meeting if all members 
thereof consent thereto in writing.  Such written consent or 
consents shall be filed with the minutes of the proceedings of 
such committee.


ARTICLE IV

OFFICERS

Section 4.1.    Generally.

The officers of the Corporation shall consist of a President, 
a Secretary and a Chief Financial Officer.  The Corporation 
may also have, at the discretion of the Board of Directors, a 
Chairman of the Board, a Chief Executive Officer, a Chief 
Operating Officer, a President, one or more Vice Presidents, a 
Treasurer, one or more Assistant Secretaries, one or more 
Assistant Treasurers, and such other officers as may from time 
to time be appointed by the Board of Directors.  Officers 
shall be elected by the Board of Directors, which shall 
consider that subject at its first meeting after every annual 
meeting of stockholders.  Each officer shall hold office at 
the pleasure of the Board, until his or her successor is 
elected and qualified or until his or her earlier resignation 
or removal.  Any number of offices may be held by the same 
person.

Section 4.2.    Chairman of the Board.

The Chairman of the Board, if there shall be such an officer, 
shall, if present, preside at all meetings of the Board of 
Directors, and exercise and perform such other powers and 
duties as may be from time to time assigned to him or her by 
the Board of Directors or as provided by these Bylaws.

Section 4.3.    Chief Executive Officer.

Subject to such supervisory powers, if any, as may be given by 
the Board of Directors to the Chairman of the Board, if there 
be such an officer, the Chief Executive Officer (the "CEO") 
shall perform the duties normally expected of a chief 
executive officer and shall, subject only to the higher 
authority and control of the Board of Directors, have primary 
responsibility for general supervision, direction and control 
of the business (including long-term strategy and policy) and 
of the other officers, employees and agents of the 
Corporation.  The CEO shall preside at all meetings of the 
stockholders.  He or she shall be an ex-officio member of all 
the standing committees including the executive committee, if 
any, shall have the general powers and duties of management 
usually vested in the office of chief executive officer of a 
corporation, and shall have such other powers and duties as 
may be prescribed by the Board of Directors or these Bylaws.  
The CEO shall have power to sign all stock certificates, 
contracts and other instruments of the Corporation that are 
authorized by the Board of Directors.

Section 4.4.    President.

Subject to such supervisory powers, if any, as may be given by 
the Board of Directors to the Chairman of the Board and the 
CEO, if there be such officers, the President shall be the 
general manager of the Corporation and shall, subject to the 
control of the Board of Directors and the powers of the CEO, 
have general day-to-day supervision, direction and control of 
the business and other officers (other than the Chairman of 
the Board, the CEO and the CEO's staff), employees and agents 
of the Corporation.  In the absence of the CEO, the President 
shall have all of the powers of the CEO (as enumerated in 
Section 4.3 hereof) and shall preside at all meetings of the 
stockholders.  The President shall have the general powers and 
duties of management usually vested in the office of president 
of a corporation, and shall have such other powers and duties 
as may be prescribed by the CEO, the Board of Directors or 
these Bylaws.  The President shall have power to sign all 
stock certificates, contracts and other instruments of the 
Corporation that are authorized by the Board of Directors.

Section 4.5.    Chief Operating Officer.

Subject to such supervisory powers, if any, as may be given by 
the Board of Directors to the Chairman of the Board, the Chief 
Executive Officer and the President, if there be such 
officers, the Chief Operating Officer (the "COO") shall be 
responsible for implementing on an operational basis the 
strategy and policies of the Corporation (as set by the Board 
of Directors and the CEO) and shall, subject to the control of 
the Board of Directors and the powers of the CEO and the 
President, have general day-to-day supervision, direction and 
control of the business and other officers (other than the 
Chairman of the Board, the CEO and the President, and their 
respective staffs), employees and agents of the Corporation. 
The COO shall have the general powers and duties of management 
usually vested in the office of a chief operating officer or 
general manager of operations of a corporation, and shall have 
such other powers and duties as may be prescribed by the CEO, 
the President, the Board of Directors or these Bylaws.  The 
COO shall have power to sign all stock certificates, contracts 
and other instruments of the Corporation that are authorized 
by the Board of Directors.

Section 4.6.    Vice President.

In the absence or disability of the CEO, the President and the 
COO, the Vice Presidents, if any, in order of their rank as 
fixed by the Board of Directors, or, if not ranked, the Vice 
President designated by the Board of Directors, shall perform 
the duties of the CEO, President or COO, as the case may be, 
and when so acting shall have all the powers of, and be 
subject to all the restrictions upon, the CEO, President or 
COO, as the case may be.  The Vice Presidents, if any, shall 
have such other powers and perform such other duties as from 
time to time may be prescribed for them by the Board of 
Directors or these Bylaws.

Section 4.7.    Chief Financial Officer.

The Chief Financial Officer (the "CFO") shall keep and 
maintain, or cause to be kept and maintained, adequate and 
correct financial books and records of account of the 
Corporation in written form or any other form capable of being 
converted into written form.

The CFO shall deposit all monies and other valuables in the 
name and to the credit of the Corporation with such 
depositories as may be designated by the Board of Directors. 
The CFO shall disburse all funds of the Corporation as may be 
ordered by the Board of Directors, shall render to the CEO, 
the President and the Board of Directors, whenever they or any 
of them request it, an account of all of his or her 
transactions as CFO and of the financial condition of the 
Corporation, and shall have such other powers and perform such 
other duties as may be prescribed by the Board of Directors or 
by these Bylaws.

Section 4.8.    Secretary.

The Secretary shall keep, or cause to be kept, a book of 
minutes in written form of the proceedings of the Board of 
Directors, committees of the Board and stockholders.  Such 
minutes shall include all waivers of notice, consents to the 
holding of meetings and approvals of the minutes of meetings 
executed pursuant to these Bylaws or the Delaware General 
Corporation Law.  The Secretary shall keep, or cause to be 
kept, at the principal executive office or at the office of 
the Corporation's transfer agent or registrar, a record of its 
stockholders, giving the names and addresses of all 
stockholders and the number and class of shares held by each.

The Secretary shall give, or cause to be given, notice of all 
meetings of the stockholders and of the Board of Directors 
required by these Bylaws or by law to be given, and shall keep 
the seal of the Corporation in safe custody, and shall have 
such other powers and perform such other duties as may be 
prescribed by the Board of Directors or these Bylaws.

Section 4.9.    Delegation of Authority.

The Board of Directors may from time to time delegate the 
powers or duties of any officer to any other officers or 
agents, notwithstanding any provision hereof.

Section 4.10.   Removal.

Any officer of the Corporation may be removed at any time, 
with or without cause, by the Board of Directors.

Section 4.11.   Action With Respect to Securities of Other 
Corporations.

Unless otherwise directed by the Board of Directors, the CEO, 
the President, the COO and any officer of the Corporation 
authorized by the CEO shall have power to vote and otherwise 
act on behalf of the Corporation, in person or by proxy, at 
any meeting of stockholders of or with respect to any action 
of stockholders of any other corporation in which this 
Corporation may hold securities and otherwise to exercise any 
and all rights and powers that this Corporation may possess by 
reason of its ownership of securities in such other 
corporation.



ARTICLE V

STOCK

Section 5.1.	Certificates of Stock.

Each stockholder shall be entitled to a certificate signed by, 
or in the name of the Corporation by, the President or a Vice 
President, and the Secretary, an Assistant Secretary or the 
Chief Financial Officer, certifying the number of shares owned 
by him or her.  Any or all the signatures on the certificate 
may be facsimile.

Section 5.2.	Transfers of Stock.

Transfers of stock shall be made only upon the transfer books 
of the Corporation kept at an office of the Corporation or by 
transfer agents designated to transfer shares of the stock of 
the Corporation.  Except where a certificate is issued in 
accordance with Section 5.4 of these Bylaws, an outstanding 
certificate for the number of shares involved shall be 
surrendered for cancellation before a new certificate is 
issued therefor.

Section 5.3.	Record Date.

The Board of Directors may fix a record date, which shall not 
be more than sixty (60) nor fewer than ten (10) days before 
the date of any meeting of stockholders, nor more than sixty 
(60) days prior to the time for the other action hereinafter 
described, as of which there shall be determined the 
stockholders who are entitled:  to notice of or to vote at any 
meeting of stockholders or any adjournment thereof; to express 
consent to corporate action in writing without a meeting; to 
receive payment of any dividend or other distribution or 
allotment of any rights; or to exercise any rights with 
respect to any change, conversion or exchange of stock or with 
respect to any other lawful action.

Section 5.4.	Lost, Stolen or Destroyed Certificates.

In the event of the loss, theft or destruction of any 
certificate of stock, another may be issued in its place 
pursuant to such regulations as the Board of Directors may 
establish concerning proof of such loss, theft or destruction 
and concerning the giving of a satisfactory bond or bonds of 
indemnity.

Section 5.5.	Regulations.

The issue, transfer, conversion and registration of 
certificates of stock shall be governed by such other 
regulations as the Board of Directors may establish.


ARTICLE VI

NOTICES

Section 6.1.	Notices.

Except as otherwise specifically provided herein or required 
by law, all notices required to be given to any stockholder, 
director, officer, employee or agent shall be in writing and 
may in every instance be effectively given by hand delivery to 
the recipient thereof, by depositing such notice in the mails, 
postage paid, or by sending such notice by prepaid telegram, 
mailgram or commercial courier service.  Any such notice shall 
be addressed to such stockholder, director, officer, employee 
or agent at this last known address as the same appears on the 
books of the Corporation.  The time when such notice is 
received by such stockholder, director, officer, employee or 
agent, or by any person accepting such notice on behalf of 
such person, if hand delivered, or dispatched, if delivered 
through the mails or by telegram, courier or mailgram, shall 
be the time of the giving of the notice.

Section 6.2.	Waivers.

A written waiver of any notice, signed by a stockholder, 
director, officer, employee or agent, whether before or after 
the time of the event for which notice is to be given, shall 
be deemed equivalent to the notice required to be given to 
such stockholder, director, officer, employee or agent.  
Neither the business nor the purpose of any meeting need be 
specified in such a waiver.  Attendance of a person at a 
meeting shall constitute a waiver of notice for such meeting, 
except when the person attends a meeting for the express 
purpose of objecting, and does in fact object, at the 
beginning of the meeting, to the transaction of any business 
because the meeting is not lawfully called or convened.


ARTICLE VII

MISCELLANEOUS

Section 7.1.	Facsimile Signatures.

In addition to the provisions for use of facsimile signatures 
elsewhere specifically authorized in these Bylaws, facsimile 
signatures of any officer or officers of the Corporation may 
be used whenever and as authorized by the Board of Directors 
or a committee thereof.

Section 7.2.	Corporate Seal.

The Board of Directors may provide a suitable seal, containing 
the name of the Corporation, which seal shall be in the charge 
of the Secretary.  If and when so directed by the Board of 
Directors or a committee thereof, duplicates of the seal may 
be kept and used by the Chief Financial Officer or by an 
Assistant Secretary or other officer designated by the Board 
of Directors.

Section 7.3.	Reliance Upon Books, Reports and Records.

Each director, each member of any committee designated by the 
Board of Directors, and each officer of the Corporation shall, 
in the performance of his duties, be fully protected in 
relying in good faith upon the books of account or other 
records of the Corporation, including reports made to the 
Corporation by any of its officers, by an independent 
certified public accountant, or by an appraiser.

Section 7.4.	Fiscal Year.

The fiscal year of the Corporation shall be as fixed by the 
Board of Directors.

Section 7.5.	Time Periods.

In applying any provision of these Bylaws which require that 
an act be done or not done a specified number of days prior to 
an event or that an act be done during a period of a specified 
number of days prior to an event, calendar days shall be used, 
the day of the doing of the act shall be excluded, and the day 
of the event shall be included.


ARTICLE VIII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 8.1.	Right to Indemnification.

Each person who was or is made a party or is threatened to be 
made a party to or is involved in any action, suit or 
proceeding, whether civil, criminal, administrative or 
investigative ("Proceeding"), by reason of the fact that he or 
she, or a person of whom he or she is the legal 
representative, is or was a director or officer of the 
Corporation or is or was serving at the request of the 
Corporation as a director, officer, employee 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 an 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 authorized by the General Corporation Law of 
Delaware, as the same exists or may hereafter be amended (but, 
in the case of any such amendment, only to the extent that 
such amendment permits the Corporation to provide broader 
indemnification rights than said Law permitted the Corporation 
to provide prior to such amendment) against all expenses, 
liability and loss (including attorneys' fees, judgments, 
fines, ERISA excise taxes or penalties and amounts paid or to 
be paid in settlement) reasonably incurred or suffered by such 
person in connection therewith and such indemnification shall 
continue as to a person who has ceased to be a director, 
officer, employee or agent and shall inure to the benefit of 
his or her heirs, executors and administrators; provided, 
however, that, except as provided in Section 8.2, the 
Corporation shall indemnify any such person seeking indemnity 
in connection with a Proceeding (or part thereof) initiated by 
such person only if such Proceeding (or part thereof) was 
authorized by the Board of Directors of the Corporation.  Such 
right shall be a contract right and shall include the right to 
be paid by the Corporation expenses incurred in defending any 
such Proceeding in advance of its final disposition; provided, 
however, that, if required by the General Corporation Law of 
Delaware, the payment of such expenses incurred by a director 
or officer in his or her 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 only upon delivery to the Corporation of an 
undertaking, by or on behalf of such director or officer, to 
repay all amounts so advanced if it should be determined 
ultimately that such director or officer is not entitled to be 
indemnified under this Section or otherwise.

Any indemnification as provided herein (unless ordered by a 
court) shall be made by the Corporation only as authorized in 
the specific case upon a determination that indemnification of 
a director, officer, employee or agent is proper in the 
circumstances because he has met the applicable standard of 
conduct set forth in the General Corporation Law of Delaware.  
Such determination shall be made (1) by the Board of Directors 
by a majority vote of a quorum consisting of directors who 
were not parties to such action, suit or proceeding, or (2) if 
such a quorum is not obtainable, or, even if obtainable a 
quorum of disinterested directors so directs, by independent 
legal counsel in a written opinion, or (3) by the 
stockholders.

Section 8.2.	Right of Claimant to Bring Suit.

If a claim under Section 8.1 is not paid in full by the 
Corporation within ninety (90) days after a written claim has 
been received by the Corporation, the claimant may at any time 
thereafter bring suit against the Corporation to recover the 
unpaid amount of the claim and, if successful in whole or in 
part, the claimant shall be entitled to be paid also the 
expense of prosecuting such claim.  It shall be a defense to 
any such action (other than an action brought to enforce a 
claim for expenses incurred in defending any
Proceeding in advance of its final disposition where the 
required undertaking, if any, has been tendered to the 
Corporation) that the claimant has not met the standards of 
conduct which make it permissible under the General 
Corporation Law of Delaware for the Corporation to indemnify 
the claimant for the amount claimed.  Neither the failure of 
the Corporation (including its Board of Directors, independent 
legal counsel, or its stockholders) to have made a 
determination prior to the commencement of such action that 
indemnification of the claimant is proper in the circumstances 
because he or she has met the applicable standard of conduct 
set forth in the General Corporation Law of Delaware, nor an 
actual determination by the Corporation (including its Board 
of Directors, independent legal counsel, or its stockholders) 
that the claimant has not met such applicable standard of 
conduct, shall be a defense to the action or create a 
presumption that claimant has not met the applicable standard 
of conduct.

Section 8.3.	Indemnification of Employees and Agents.

The Corporation may, to the extent authorized from time to 
time by the Board of Directors, grant rights to 
indemnification, and to the advancement of related expenses, 
to any employee or agent of the Corporation to the fullest 
extent of the provisions of this Article with respect to the 
indemnification of and advancement of expenses to directors 
and officers of the Corporation.

Section 8.4	Non-Exclusivity of Rights.

The rights conferred on any person by Sections 8.1, 8.2 and 
8.3 shall not be exclusive of any other right which such 
persons may have or hereafter acquire under any statute, 
provisions of the Certificate of Incorporation, bylaw, 
agreement, vote of stockholders or disinterested directors or 
otherwise.

Section 8.5.	Indemnification Contracts.

The Board of Directors is authorized to enter into a contract 
with 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, including employee benefit plans, providing 
for indemnification rights equivalent to those provided for in 
this Article VIII.

Section 8.6.	Insurance.

The Corporation may maintain insurance, at its expense, to 
protect itself and any such director, officer, employee or 
agent of the Corporation or another corporation, partnership, 
joint venture trust or other enterprise against any such 
expense, liability or loss, whether or not the Corporation 
would have the power to indemnify such person against such 
expenses, liability or loss under Delaware General Corporation 
Law.

Section 8.7.	Effect of Amendment.

Any amendment, repeal or modification of any provision of this 
Article VIII by the stockholders or the directors of the 
Corporation shall not adversely affect any right or protection 
of a director or officer of the Corporation existing at the 
time of such amendment, repeal or modification.

Section 8.8.	Savings Clause.

If this Article or any portion hereof shall be invalidated on 
any ground by any court of competent jurisdiction, then the 
Corporation shall nevertheless indemnify each director, 
officer, employee and agent of the Corporation as to costs, 
charges and expenses (including attorneys' fees), judgments, 
fines and amounts paid in settlement with respect to any 
action, suit or proceeding, whether civil, criminal, 
administrative or investigative, including an action by or in 
the right of the Corporation, to the fullest extent permitted 
by any applicable portion of this Article that shall not have 
been invalidated and to the fullest extent permitted by 
applicable law.


ARTICLE IX

AMENDMENTS

The Board of Directors is expressly empowered to adopt, amend, 
alter or repeal Bylaws of the Corporation, subject to the 
right of the stockholders to adopt, amend, alter or repeal the 
Bylaws of the Corporation.  Any adoption, amendment or repeal 
of Bylaws of the Corporation by the Board of Directors shall 
require the approval of a majority of the total number of 
authorized directors (whether or not there exist any vacancies 
in previously authorized directorships at the time any 
resolution providing for adoption, amendment or repeal is 
presented to the Board).  The stockholders shall also have 
power to adopt, amend, alter or repeal the Bylaws of the 
Corporation.