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EXHIBIT 3.2


                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                              HYPERCOM CORPORATION

                 I. REFERENCES TO CERTAIN TERMS AND CONSTRUCTION

                  1.01. Certain References. Any reference herein made to law
will be deemed to refer to the law of the State of Delaware, including any
applicable provision of Chapter 1 of Title 8 of the Delaware Statutes, or any
successor statutes, as from time to time amended and in effect (sometimes
referred to herein as the "Delaware General Corporation Law"). Any reference
herein made to the corporation's Certificate will be deemed to refer to its
Certificate of Incorporation and all amendments thereto as at any given time on
file with the Delaware Secretary of State (any reference herein to that office
being intended to include any successor to the incorporating and related
functions being performed by that office at the date of the initial adoption of
these Bylaws). Except as otherwise required by law, the term "stockholder" as
used herein shall mean one who is a holder of record of shares of the
corporation.

                  1.02. Seniority. The law and the Certificate (in that order of
precedence) will in all respects be considered senior and superior to these
Bylaws, with any inconsistency to be resolved in favor of the law and such
Certificate (in that order of precedence), and with these Bylaws to be deemed
automatically amended from time to time to eliminate any such inconsistency
which may then exist.

                  1.03. Computation of Time. The time during which an act is
required to be done, including the time for the giving of any required notice
herein, shall be computed by excluding the first day or hour, as the case may
be, and including the last day or hour.

                                   II. OFFICES

                  2.01. Principal Office. The principal office or place of
business of the corporation in the State of Delaware shall be the registered
office of the corporation in the State of Delaware. The corporation may change
its registered office from time to time in accordance with the relevant
provisions of the Delaware General Corporation Law. The corporation may have
such other offices, either within or without the State of Delaware, as the Board
of Directors may designate or as the business of the corporation may require
from time to time.

                                III. STOCKHOLDERS

                  3.01. Annual Stockholder Meeting. The annual meeting of
stockholders shall be held on such date and at such time as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting, at which meetings the stockholders shall elect by a plurality vote
members of the Board of Directors in the class whose term shall expire at such
annual meeting, and transact such other business as may properly be brought
before the meeting.

                  3.02. Special Stockholder Meetings. Unless otherwise
prescribed by law or by the Certificate of Incorporation, special meetings of
stockholders, for any purpose or purposes, may be called by either the Chairman,
the Vice-Chairman, the President, or the holders of 10% or more of the issued
and outstanding shares of capital stock entitled to vote thereat and shall be
called by either such officer at the request in writing of a majority of the
Board of Directors. Any such written request by stockholders shall state the
purpose or purposes of the proposed meeting, and business to be transacted at
any such meeting shall be confined to the purposes stated in the notice thereof
and to such additional matters as the chairman of the meeting may rule to be
germane to such purposes.

                  3.03. Notice of Stockholders Meetings.

                           (a) Required Notice. Except as otherwise allowed or
required by law, written notice stating the place, day and hour of any annual or
special stockholders meeting shall be given not less than ten (10) nor more than
sixty (60) days before the date of the meeting by or at the direction of the
person or persons calling the meeting, to each stockholder entitled to vote at
such meeting and to any other stockholder entitled to receive notice of the
meeting by law or the Certificate. Such notice may be given either personally or
by sending a copy thereof through the mail, by telegraph, by private delivery
service (including overnight courier), or by
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facsimile transmission, charges prepaid, to each stockholder at his/her address
as it appears on the records of the corporation. If the notice is sent by mail,
by telegraph or by private delivery service, it shall be deemed to have been
given to the person entitled thereto when deposited in the United States mail or
with a telegraph office or private delivery service for transmission to such
person. If the notice is sent by facsimile transmission, it shall be deemed to
have been given upon transmission, if transmission occurs before 12:00 noon at
the place of receipt, and upon the day following transmission, if transmission
occurs after 12:00 noon.

                           (b) Adjourned Meeting. If any stockholders meeting is
adjourned to a different date, time, or place, notice need not be given of the
new date, time, and place, if the new date, time, and place are announced at the
meeting at which the adjournment is taken. But if the adjournment is for more
than thirty (30) days, or if after the adjournment a new record date is fixed
for the adjourned meeting, then notice of the adjourned meeting shall be given
to each stockholder of record entitled to such notice pursuant to Section
3.03(a) above.

                           (c) Waiver of Notice. Any stockholder may waive
notice of a meeting (or any notice of any other action required to be given by
the Delaware General Corporation Law, the corporation's Certificate, or these
Bylaws), at any time before, during, or after the meeting or other action, by a
writing signed by the stockholder entitled to the notice. Each such waiver shall
be delivered to the corporation for inclusion in the minutes or filing with the
corporate records. Attendance of a stockholder at a meeting shall constitute a
waiver of notice of the meeting, except when the stockholder 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.

                           (d) Contents of Notice. The notice of each special
stockholders meeting shall include a description of the purpose or purposes for
which the meeting is called. Except as required by law or the corporation's
Certificate, the notice of an annual stockholders meeting need not include a
description of the purpose or purposes for which the meeting is called.

                  3.04. Fixing of Record Date. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or in order to make a determination of stockholders for
any other proper purpose, the Board of Directors may fix a date as the record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors. In the case of
determining stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, such record date shall not be more than
sixty (60) days nor less than ten (10) days prior to the date of such meeting.
In the case of determining stockholders entitled to consent to corporate action
in writing without a meeting, the record date shall not be more than ten (10)
days after the date upon which the resolution fixing the record date is adopted
by the Board of Directors. In the case of determining stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or the stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the record date shall be not more than sixty (60) days prior to such action. If
no record date is so fixed by the Board of Directors, the record date for the
determination of stockholders shall be as provided in the Delaware General
Corporation Law.

                  When a determination of stockholders entitled to notice of or
to vote at any meeting of stockholders has been made as provided in this
Section, such determination shall apply to any adjournment thereof, unless the
Board of Directors fixes a new record date.

                  3.05. Stockholder List. The officer who has charge of the
stock ledger of the corporation shall make, 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 and the
number of shares held by each. The stockholder list shall be available for
inspection by any 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 at a place within the city where the meeting is to be held, which place
shall be specified in the meeting notice, 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
time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. Except as otherwise provided by
law, failure to comply with this section shall not affect the validity of any
action taken at the meeting.

                  3.06. Stockholder Quorum and Voting Requirements. Unless
otherwise provided in the Certificate or these Bylaws or required by law,

                           (a) a majority of the shares entitled to vote,
present in person or represented by proxy, shall constitute a quorum at a
meeting of stockholders;
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                           (b) in all matters other than the election of
directors, the affirmative vote of the majority of shares present in person or
represented by proxy at a meeting and entitled to vote on the subject matter
shall be at the act of the stockholders;

                           (c) directors shall be elected by a plurality of the
votes of the shares present in person or represented by proxy at a meeting and
entitled to vote on the election of directors; and

                           (d) where a separate vote by a class or classes is
required, a majority of the outstanding shares of such class or classes, present
in person or represented by proxy, shall constitute a quorum entitled to take
action with respect to that vote on that matter and the affirmative vote of the
majority of shares of such class or classes present in person or represented by
proxy at the meeting shall be the act of such class.

                  Except as provided below, voting will be by ballot on any
question as to which a ballot vote is demanded prior to the time the voting
begins by any person entitled to vote on such question; otherwise, a voice vote
will suffice. Unless otherwise provided in the Certificate, all elections of
directors will be by written ballot. No ballot or change of vote will be
accepted after the polls have been declared closed following the ending of the
announced time for voting.

                  3.07. Proxies. At all meetings of stockholders, a stockholder
may vote in person or by proxy duly executed in writing by the stockholder or
the stockholder's duly authorized attorney-in-fact. Such proxy shall comply with
law and shall be filed with the Secretary of the corporation or other person
authorized to tabulate votes before or at the time of the meeting. No proxy
shall be valid after three (3) years from the date of its execution unless
otherwise provided in the proxy. The burden of proving the validity of any
undated, irrevocable, or otherwise contested proxy at a meeting of the
stockholders will rest with the person seeking to exercise the same. A facsimile
appearing to have been transmitted by a stockholder or by such stockholder's
duly authorized attorney-in-fact may be accepted as a sufficiently written and
executed proxy.

                  3.08. Voting of Shares. Unless otherwise provided in the
Certificate or the Delaware General Corporation Law, each outstanding share
entitled to vote shall be entitled to one (1) vote upon each matter submitted to
a vote at a meeting of stockholders.

                  3.09. Election Inspectors. The Board of Directors, in advance
of any meeting of the stockholders, may appoint an election inspector or
inspectors to act at such meeting (and at any adjournment thereof). If an
election inspector or inspectors are not so appointed, the chairman of the
meeting may, or upon request of any person entitled to vote at the meeting will,
make such appointment. If any person appointed as an inspector fails to appear
or to act, a substitute may be appointed by the chairman of the meeting. If
appointed, the election inspector or inspectors (acting through a majority of
them if there be more than one) will determine the number of shares outstanding,
the authenticity, validity, and effect of proxies, the credentials of persons
purporting to be stockholders or persons named or referred to in proxies, and
the number of shares represented at the meeting in person and by proxy; will
receive and count votes, ballots, and consents and announce the results thereof;
will hear and determine all challenges and questions pertaining to proxies and
voting; and, in general, will perform such acts as may be proper to conduct
elections and voting with complete fairness to all stockholders. No such
election inspector need be a stockholder of the corporation.

                  3.10. Organization and Conduct of Meetings. Each meeting of
the stockholders will be called to order and thereafter chaired by the Chairman
of the Board of Directors if there is one, or, if not, or if the Chairman of the
Board is absent or so requests, then by the Vice-Chairman, or if both the
Chairman of the Board and the Vice-Chairman are unavailable, then by the
President or such other officer of the corporation or such stockholder as may be
appointed by the Board of Directors. The corporation's Secretary or in his or
her absence, an Assistant Secretary will act as secretary of each meeting of the
stockholders. If neither the Secretary nor an Assistant Secretary is in
attendance, the chairman of the meeting may appoint any person (whether a
stockholder or not) to act as secretary for the meeting. After calling a meeting
to order, the chairman thereof may require the registration of all stockholders
intending to vote in person and the filing of all proxies with the election
inspector or inspectors, if one or more have been appointed (or, if not, with
the secretary of the meeting). After the announced time for such filing of
proxies has ended, no further proxies or changes, substitutions, or revocations
of proxies will be accepted. If directors are to be elected, a tabulation of the
proxies so filed will, if any person entitled to vote in such election so
requests, be announced at the meeting (or adjournment thereof) prior to the
closing of the election polls. Absent a showing of bad faith on his or her part,
the chairman of a meeting will, among other things, have absolute authority to
fix the period of time allowed for the registration of stockholders and the
filing of proxies, to determine the order of business to be conducted at such
meeting, and to establish reasonable rules for expediting the business of the
meeting and preserving the orderly conduct thereof (including any informal, or
question and answer portions thereof).
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                  3.11. Stockholder Approval or Ratification. The Board of
Directors may submit any contract or act for approval or ratification of the
stockholders at a duly constituted meeting of the stockholders. Except as
otherwise required by law, if any contract or act so submitted is approved or
ratified by a majority of the votes cast thereon at such meeting, the same will
be valid and as binding upon the corporation and all of its stockholders as it
would be if it were the act of its stockholders.

                  3.12. Informalities and Irregularities. All informalities or
irregularities in any call or notice of a meeting of the stockholders or in the
areas of credentials, proxies, quorums, voting, and similar matters, will be
deemed waived if no objection is made at the meeting.

                  3.13. Stockholder Action by Written Consent. Any action
required or permitted to be taken at a meeting of the stockholders may be taken
without a meeting if one (1) or more consents in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. Each consent shall bear the date of signature of each
stockholder who signs the consent. The consents shall be delivered to the
corporation in accordance with law for inclusion in the minutes or filing with
the corporate record. Prompt notice of the taking of corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented to the action.

                  3.14. Nomination of Directors. Only persons who are nominated
in accordance with the following procedures shall be eligible for election as
directors of the corporation. Nominations of persons for election to the Board
of Directors may be made at any annual meeting of stockholders (a) by or at the
direction of the Board of Directors (or any duly authorized committee thereof)
or (b) by any stockholder of the corporation (i) who is a stockholder of record
on the date of the giving of the notice provided for in this Section 3.14 and on
the record date for the determination of stockholders entitled to vote at such
annual meeting and (ii) who complies with the notice procedures set forth in
this Section 3.14.

         In addition to any other applicable requirements, for a nomination to
be made by a stockholder, such stockholder must have given timely notice thereof
in proper written form to the Secretary of the corporation, as prescribed below.

         No person shall be elected to the Board of Directors of this
corporation at an annual meeting of the stockholders, or at a special meeting
called for that purpose, unless, with respect to a person nominated by a
stockholder of the corporation, a written notice of nomination of such person by
the stockholder shall have been received by the Secretary of the corporation at
least one hundred and twenty (120) days prior to the anniversary date of the
immediately preceding annual meeting if an annual meeting, or seven (7) days
after notice of the meeting is mailed to stockholders if a special meeting. Each
such notice shall set forth: (a) the name and address of the stockholder who
intends to make the nomination and of the person or persons 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 (including the number of shares of
stock of the corporation owned beneficially or of record by such stockholder and
the nominee or nominees) and intends to 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 stockholders 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
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.

                  No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth in this
Section 3.14. If the Chairman of the meeting determines that a nomination was
not made in accordance with the foregoing procedures, the Chairman shall declare
to the meeting that the nomination was defective and such defective nomination
shall be disregarded.

                  Notwithstanding compliance with the foregoing provisions, the
Board of Directors shall not be obligated to include information as to any
stockholder nominee for director in any proxy statement or other communication
sent to stockholders.

                  3.15. Business at Annual Meetings. No business may be
transacted at an annual meeting of stockholders, other than business that is
either (a) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors (or any duly authorized
committee thereof), (b) otherwise properly brought before the annual meeting by
or at the direction of the Board of Directors (or any duly authorized committee
thereof) or (c) otherwise properly brought before the annual meeting by any
stockholder of the corporation (i) who is a stockholder of record on the date of
the giving of the notice provided for in
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this Section 3.15 and on the record date for the determination of stockholders
entitled to vote at such annual meeting and (ii) who complies with the notice
procedures set forth in this Section 3.15.

                  In addition to any other applicable requirements, for business
to be properly brought before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written form to the
Secretary of the corporation.

                  To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
Company not less than one hundred and twenty (120) prior to the anniversary date
of the immediately preceding annual meeting of stockholders; provided, however,
that in the event that the annual meeting is called for a date that is not
within thirty (30) days before or after such anniversary date, notice by the
stockholder in order to be timely must be so received not later than the close
of business on the tenth day following the day on which such notice of the date
of the annual meeting was mailed or such public disclosure of the date of the
annual meeting was made, whichever first occurs.

                  To be in proper written form, a stockholder's notice to the
Secretary must set forth as to each matter such stockholder proposes to bring
before the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and record address of such stockholder,
(iii) the class or series and number of shares of capital stock of the
corporation that are owned beneficially or of record by such stockholder, (iv) a
description of all arrangements or understandings between such stockholder and
any other person or persons (including their names) in connection with the
proposal of such business by such stockholder and any material interest of such
stockholder in such business and (v) a representation that such stockholder
intends to appear in person or by proxy at the annual meeting to bring such
business before the meeting.

                  No business shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting in accordance
with the procedures set forth in this Section 3.15, provided, however, that,
once business has been properly brought before the annual meeting in accordance
with such procedures, nothing in this Section 3.15 shall be deemed to preclude
discussion by any stockholder of any such business. If the Chairman of an annual
meeting determines that business was not properly brought before the annual
meeting in accordance with the foregoing procedures, the Chairman shall declare
to the meeting that the business was not properly brought before the meeting and
such business shall not be transacted.

                             IV. BOARD OF DIRECTORS

                  4.01. General Powers. The business and affairs of the
corporation shall be managed by or under the direction of the Board of
Directors.

                  4.02. Number, Tenure, Classification and Qualification of
Directors. Unless otherwise provided in the Certificate, the authorized number
of directors shall be not less than one nor more than nine. The number of
directors in office from time to time shall be within the limits specified
above, as prescribed initially in the Certificate, or by the incorporator or
incorporators of the corporation, or by the initial director or directors of the
corporation and thereafter as prescribed from time to time by resolution adopted
by either the stockholders or the Board of Directors. The Board of Directors
shall have the power to increase or decrease its size within the aforesaid
limits and to fill any vacancies that may occur in its membership, whether
resulting from an increase in the size of the Board or otherwise. The directors
shall be divided into two classes designated Class I and Class II. Each Class
shall consist of one-half of the directors or as close thereto as possible. The
Class I directors shall stand for election at the annual meeting of stockholders
held in 1998 and shall be elected for a two-year term. The Class II directors
shall stand for election at the 1999 annual meeting of stockholders and shall be
elected for a two-year term. At each annual meeting of stockholders, commencing
with the annual meeting to be held during 1998, each of the successors to the
directors of the Class whose term shall have expired at such annual meeting
shall be elected for a term running until the second annual meeting next
succeeding his or her election and until his or her successor shall have been
duly elected and qualified. Unless required by the Certificate, directors do not
need to be residents of the State of Delaware or stockholders of the
corporation.

                  4.03. Regular Meetings of the Board of Directors. A regular
annual meeting of the Board of Directors is to be held as soon as practicable
after the adjournment of each annual meeting of the stockholders, either at the
place of the stockholders meeting or at such other place as the directors
elected at the stockholders meeting may have been informed of at or prior to the
time of their election. Additional regular meetings may be held at regular
intervals at such places and at such times as the Board of Directors may
determine.
<PAGE>
                  4.04. Special Meetings of the Board of Directors. Special
meetings of the Board of Directors may be held whenever and wherever called for
by the Chairman of the Board, the Vice-Chairman, the President, or the number of
directors that would be required to constitute a quorum.

                  4.05. Notice of, and Waiver of Notice for, Directors Meetings.
No notice need be given of regular meetings of the Board of Directors. Notice of
the time and place (but not necessarily the purpose or all of the purposes) of
any special meeting will be given to each director in person or by telephone, or
via mail or facsimile transmission. Notice to any director of any such special
meeting will be deemed given sufficiently in advance when (i), if given by mail,
the same is deposited in the United States mail at least four (4) days before
the meeting date, with postage thereon prepaid, (ii), if given by facsimile
transmission, the same is transmitted at least 24 hours prior to the convening
of the meeting, or (iii), if personally delivered (including by overnight
courier) or given by telephone, the same is handed, or the substance thereof is
communicated over the telephone to the director or to an adult member of his or
her office staff or household, at least 24 hours prior to the convening of the
meeting. Any director may waive notice of any meeting and any adjournment
thereof at any time before, during, or after it is held, as provided by law.
Except as provided in the next sentence below, the waiver must be in writing,
signed by the director entitled to the notice, and filed with the minutes or
corporate records. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except when the 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.

                  4.06. Director Quorum. A majority of the total number of
directors then in office shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, unless the Certificate
requires a greater number.

                  4.07. Directors, Manner of Acting.


                           (a) The affirmative vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors unless the Certificate or these Bylaws require a greater
percentage and except as otherwise required by law.

                           (b) Unless the Certificate provides otherwise, any or
all directors may participate in a regular or special meeting by, or conduct the
meeting through the use of, conference telephone or similar communications
equipment by means of which all persons participating in the meeting may hear
each other, in which case any required notice of such meeting may generally
describe the arrangements (rather than or in addition to the place) for the
holding thereof. A director participating in a meeting by this means is deemed
to be present in person at the meeting.

                           (c) A director who is present at a meeting of the
Board of Directors or a committee of the Board of Directors when corporate
action is taken is deemed to have assented to the action taken unless: (1) the
director objects at the beginning of the meeting (or promptly upon his/her
arrival) to holding it or transacting business at the meeting; or (2) his/her
dissent or abstention from the action taken is entered in the minutes of the
meeting; or (3) he/she delivers written notice of his/her dissent or abstention
to the presiding officer of the meeting before its adjournment or to the
corporation before 5:00 p.m. on the next business day after the meeting. The
right of dissent or abstention is not available to a director who votes in favor
of the action taken.

                  4.08. Director Action Without a Meeting. Unless otherwise
provided in the Certificate or these Bylaws, any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing or by electronic
transmission describing the action or actions to be taken, and the writing or
writings or electronic transmission or transmissions are filed with the minutes
of proceedings of the Board of Directors or committee.

                  4.09. Removal of Directors by Stockholders. Except as limited
by the Certificate or by law, any director or the entire Board of Directors may
be removed, with or without cause, by the holders of a majority of the shares
entitled to vote at an election of directors.

                  4.10. Board of Director Vacancies. Unless the Certificates
provides otherwise and except as otherwise provided by law, any vacancy or newly
created directorship may be filled by a majority of the directors then in
office, although less than a quorum, or by a sole remaining director.
<PAGE>
                  4.11. Director Compensation. Unless otherwise provided in the
Certificate, by resolution of the Board of Directors, each director may be paid
his/her expenses, if any, of attendance at each meeting of the Board of
Directors or any committee thereof, and may be paid a stated salary as director
or a fixed sum for attendance at each meeting of the Board of Directors or any
committee thereof, or both. No such payment shall preclude any director from
serving the corporation in any capacity and receiving compensation therefor.

                  4.12. Director Committees.

                           (a) Creation of Committees. Unless the Certificate
provides otherwise, the Board of Directors may create one (1) or more committees
and appoint members of the Board of Directors to serve on them. Each committee
shall have one (1) or more members, who serve at the pleasure of the Board of
Directors.

                           (b) Selection of Members. The creation of a committee
and appointment of members to it shall be approved by the greater of (1) a
majority of all the directors in office when the action is taken or (2) the
number of directors required by the Certificate to take such action. The Board
of Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of any member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he/she 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.

                           (c) Required Procedures. Sections 4.03 through 4.08
of this Article IV, which govern meetings, action without meetings, notice and
waiver of notice, and quorum and voting requirements of the Board of Directors,
apply to committees and their members.

                           (d) Authority. Unless limited by the Certificate and
except to the extent limited by law, each committee may exercise those aspects
of the authority of the Board of Directors which the Board of Directors confers
upon such committee in the resolution creating the committee.

                  4.13. Director Resignations. Any director or committee member
may resign from his or her office at any time by written notice delivered to the
corporation as required by law. Any such resignation will be effective upon its
receipt unless some later time is therein fixed, and then from that time. The
acceptance of a resignation will not be required to make it effective.

                  4.14. Interested Directors. 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 such director's vote
is counted for such purpose if (i) the material facts as to such director's
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 of Directors
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 (ii) the material facts as to
such director's relationship or interest and as to the contract or transaction
are disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (iii) 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 stockholders. 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.

                                   V. OFFICERS

                  5.01. Number of Officers. The corporation may have a Chairman
of the Board, Vice-Chairman(s) of the Board, President, Vice President(s),
Secretary, and Treasurer, each of whom shall be appointed by the Board of
Directors. Such other officers and assistant officers as may be deemed
necessary, may be appointed by the Board of Directors. If specifically
authorized by the Board of Directors, an officer may appoint one (1) or more
other officers or assistant officers. The same individual may simultaneously
hold more than one (1) office in the corporation.
<PAGE>
                  5.02. Appointment and Term of Office. The officers of the
corporation shall be appointed by the Board of Directors for a term as
determined by the Board of Directors. The designation of a specified term grants
to the officer no contract rights, and the Board of Directors can remove the
officer at any time prior to the termination of such term. If no term is
specified, an officer of the corporation shall hold office until he or she
resigns, dies, or until he or she is removed in the manner provided by law or in
Section 5.03 of this Article V. The regular election or appointment of officers
will take place at each annual meeting of the Board of Directors, but elections
of officers may be held at any other meeting of the Board.

                  5.03. Resignation and Removal of Officers. An officer may
resign at any time by delivering written notice to the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies a later effective date or event. Any officer may be removed by the
Board of Directors at any time, with or without cause. Such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Appointment of an officer shall not of itself create contract rights.

                  5.04. Duties of Officers. Officers of the corporation shall
have authority to perform such duties as may be prescribed from time to time by
law, in these Bylaws, or by the Board of Directors, the President, or the
superior officer of any such officer. Each officer of the corporation (in the
order designated herein or by the Board) will be vested with all of the powers
and charged with all of the duties of his or her superior officer in the event
of such superior officer's absence, death, or disability.

                  5.05. Bonds and Other Requirements. The Board of Directors may
require any officer to give bond to the corporation (with sufficient surety and
conditioned for the faithful performance of the duties of his or her office) and
to comply with such other conditions as may from time to time be required of him
or her by the Board of Directors.

                  5.06. Chairman of the Board. The Board of Directors may elect
a Chairman to serve as a general executive officer of the corporation, and, if
specifically designated as such by the Board of Directors, as the chief
executive officer of the corporation. If elected, the Chairman will preside at
all meetings of the Board of Directors and be vested with such other powers and
duties as the Board of Directors may from time to time delegate to him or her,
shall supervise and control all of the business and affairs of the corporation
and the performance by all of its other officers of their respective duties and
in general shall perform all duties incident to the office of the Chairman and
such other duties as may be prescribed by the Board of Directors from time to
time. The Chairman shall, when present, preside at all meetings of the
stockholders and of the Board of Directors. The Chairman will be a proper
officer to sign on behalf of the corporation any deed, bill of sale, assignment,
option, mortgage, pledge, note, bond, evidence of indebtedness, application,
consent (to service of process or otherwise), agreement, indenture, contract, or
other instrument, except in each such case where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed. The Chairman may represent the
corporation at any meeting of the stockholders or members of any other
corporation, association, partnership, joint venture, or other entity in which
the corporation then holds shares of capital stock or has an interest, and may
vote such shares of capital stock or other interest in person or by proxy
appointed by him or her, provided that the Board of Directors may from time to
time confer the foregoing authority upon any other person or persons.

                  5.07. The Vice-Chairman. If appointed, in the absence of the
Chairman or in the event of his/her death or disability, the Vice-Chairman (or
in the event there be more than one Vice-Chairman, the Vice-Chairmans in the
order designated at the time of their election, or in the absence of any such
designation, then in the order of their appointment) shall perform the duties of
the Chairman, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the Chairman. If there is no Vice-Chairman or in the
event of the death or disability of all Vice-Chairmans, then the President shall
perform such duties of the Chairman in the event of his or her absence, death,
or disability. Each Vice-Chairman will be a proper officer to sign on behalf of
the corporation any deed, bill of sale, assignment, option, mortgage, pledge,
note, bond, evidence of indebtedness, application, consent (to service of
process or otherwise), agreement, indenture, contract, or other instrument,
except in each such case where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these Bylaws to some other
officer or agent of the corporation, or shall be required by law to be otherwise
signed or executed. Any Vice-Chairman may represent the corporation at any
meeting of the stockholders or members of any other corporation, association,
partnership, joint venture, or other entity in which the corporation then holds
shares of capital stock or has an interest, and may vote such shares of capital
stock or other interest in person or by proxy appointed by him or her, provided
that the Board of Directors may from time to time confer the foregoing authority
upon any other person or persons. A Vice-Chairman shall perform such other
duties as from time to time may be assigned to him/her by the Chairman or by the
Board of Directors.

                  5.08. President. The Board of Directors may elect a President
to serve as an officer of the corporation. If elected, the President shall be
vested with such other powers and duties as the Board of Directors may from time
to time delegate to him or her. The President will be a proper officer to sign
on behalf of the corporation any deed, bill of sale, assignment, option,
<PAGE>
mortgage, pledge, note, bond, evidence of indebtedness, application, consent (to
service of process or otherwise), agreement, indenture, contract, or other
instrument, except in each such case where the signing and execution thereof
shall be expressly delegated by the Board of Directors or by these Bylaws to
some other officer or agent of the corporation, or shall be required by law to
be otherwise signed or executed. Any President may represent the corporation at
any meeting of the stockholders or members of any other corporation,
association, partnership, joint venture, or other entity in which the
corporation then holds shares of capital stock or has an interest, and may vote
such shares of capital stock or other interest in person or by proxy appointed
by him or her, provided that the Board of Directors may from time to time confer
the foregoing authority upon any other person or persons. The President shall
perform such other duties as from time to time may be assigned to him/her by the
Chairman or by the Vice-Chairman or by the Board of Directors.

                  5.09. The Vice-President. If appointed, in the absence of the
President or in the event of his/her death or disability, the Vice-President (or
in the event there be more than one Vice-President, the Vice-Presidents in the
order designated at the time of their election, or in the absence of any such
designation, then in the order of their appointment) shall perform the duties of
the President, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the President. If there is no Vice-President or in
the event of the death or disability of all Vice-Presidents, then the Treasurer
shall perform such duties of the President in the event of his or her absence,
death, or disability. Each Vice-President will be a proper officer to sign on
behalf of the corporation any deed, bill of sale, assignment, option, mortgage,
pledge, note, bond, evidence of indebtedness, application, consent (to service
of process or otherwise), agreement, indenture, contract, or other instrument,
except in each such case where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these Bylaws to some other
officer or agent of the corporation, or shall be required by law to be otherwise
signed or executed. Any Vice-President may represent the corporation at any
meeting of the stockholders or members of any other corporation, association,
partnership, joint venture, or other entity in which the corporation then holds
shares of capital stock or has an interest, and may vote such shares of capital
stock or other interest in person or by proxy appointed by him or her, provided
that the Board of Directors may from time to time confer the foregoing authority
upon any other person or persons. A Vice-President shall perform such other
duties as from time to time may be assigned to him/her by the Chairman,
Vice-Chairman, President or by the Board of Directors.

                  5.10. The Secretary. The Secretary shall: (a) keep the minutes
of the proceedings of the stockholders and of the Board of Directors and any
committee of the Board of Directors and all unanimous written consents of the
stockholders, Board of Directors, and any committee of the Board of Directors in
one (1) or more books provided for that purpose; (b) see that all notices are
duly given in accordance with the provisions of these Bylaws or as required by
law; (c) be custodian of the corporate records and of any seal of the
corporation; (d) when requested or required, authenticate any records of the
corporation; (e) keep a register of the address of each stockholder which shall
be furnished to the Secretary by such stockholder; and (f) in general perform
all duties incident to the office of Secretary and such other duties as from
time to time may be assigned to him/her by the President or by the Board of
Directors. Except as may otherwise be specifically provided in a resolution of
the Board of Directors, the Secretary will be a proper officer to take charge of
the corporation's stock transfer books and to compile the voting record pursuant
to Section 3.05 above, and to impress the corporation's seal, if any, on any
instrument signed by the President, any Vice President, or any other duly
authorized person, and to attest to the same. In the absence of the Secretary, a
secretary pro tempore may be chosen by the directors or stockholders as
appropriate to perform the duties of the Secretary.

                  5.11. The Treasurer. The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the corporation;
(b) receive and give receipts for moneys due and payable to the corporation from
any source whatsoever, and deposit all such moneys in the name of the
corporation in such bank, trust companies, or other depositories as shall be
selected by the Board of Directors or any proper officer; (c) keep full and
accurate accounts of receipts and disbursements in books and records of the
corporation; and (d) in general perform all of the duties incident to the office
of Treasurer and such other duties as from time to time may be assigned to
him/her by the President or by the Board of Directors. The Treasurer will render
to the President, the directors, and the stockholders at proper times an account
of all his or her transactions as Treasurer and of the financial condition of
the corporation. The Treasurer shall be responsible for preparing and filing
such financial reports, financial statements, and returns as may be required by
law.

                  5.12. Assistant Secretaries and Assistant Treasurers. The
Assistant Secretaries and the Assistant Treasurers, when authorized by the Board
of Directors, may sign with the President or a Vice-President certificates for
shares of the corporation, the issuance of which shall have been authorized by a
resolution of the Board of Directors. The Assistant Secretaries and Assistant
Treasurers, in general, shall perform such duties as shall be assigned to them
by the Secretary or the Treasurer, respectively, or by the President or the
Board of Directors.
<PAGE>
                           5.13. Salaries. The salaries of the officers of the
corporation may be fixed from time to time by the Board of Directors or (except
as to the President's own) left to the discretion of the President. No officer
will be prevented from receiving a salary by reason of the fact that he or she
is also a director of the corporation.

                  5.14. Additional Appointments. In addition to the officers
contemplated in this Article V, the Board of Directors may appoint other agents
of the corporation with such authority to perform such duties as may be
prescribed from time to time by the Board of Directors.

                 VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

                  6.01.    Certificates for Shares.

                  (a) Content. Certificates representing shares of the
corporation shall, at a minimum, state on their face the name of the issuing
corporation and that it is formed under the laws of the State of Delaware, the
name of the person to whom issued, and the number and class of shares and the
designation of the series, if any, the certificate represents. Such certificates
shall be signed (either manually or by facsimile to the extent allowable by law)
by any of the Chairman of the Board, Vice-Chairman, the President, or any
Vice-President and by the Secretary or any assistant secretary or the Treasurer
or any assistant treasurer of the corporation, and may be sealed with a
corporate seal or a facsimile thereof. Each certificate for shares shall be
consecutively numbered or otherwise identified and will exhibit such information
as may be required by law. If a supply of unissued certificates bearing the
facsimile signature of a person remains when that person ceases to hold the
office of the corporation indicated on such certificates or ceases to be the
transfer agent or registrar of the corporation, they may still be issued by the
corporation and countersigned, registered, issued, and delivered by the
corporation's transfer agent and/or registrar thereafter, as though such person
had continued to hold the office indicated on such certificate.

                  (b) Legend as to Class or Series. If the corporation is
authorized to issue different classes of shares or different series within a
class, the powers, designations, preferences, and relative, participating,
optional, or other special rights applicable to each class or series and the
qualifications, limitations, or restrictions of such preference and/or rights
shall be set forth in full or summarized on the front or back of each
certificate as required by law. Alternatively, each certificate may state on its
front or back that the corporation will furnish a stockholder this information
on request and without charge.

                  (c) Stockholder List. The name and address of the person to
whom shares are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the corporation.

                  (d) Lost Certificates. In the event of the loss, theft, or
destruction of any certificate representing shares of the corporation or of any
predecessor corporation, the corporation may issue (or, in the case of any such
shares as to which a transfer agent and/or registrar have been appointed, may
direct such transfer agent and/or registrar to countersign, register, and issue)
a new certificate, and cause the same to be delivered to the registered owner of
the shares represented thereby; provided that such owner shall have submitted
such evidence showing the circumstances of the alleged loss, theft, or
destruction, and his, her, or its ownership of the certificate, as the
corporation considers satisfactory, together with any other facts that the
corporation considers pertinent; and further provided that, if so required by
the corporation, the owner shall provide a bond or other indemnity in form and
amount satisfactory to the corporation (and to its transfer agent and/or
registrar, if applicable).

                  6.02. Registration of the Transfer of Shares. Registration of
the transfer of shares of the corporation shall be made only on the stock
transfer books of the corporation. In order to register a transfer, the record
owner shall surrender the shares to the corporation for cancellation, properly
endorsed by the appropriate person or persons with reasonable assurances that
the endorsements are genuine and effective. Unless the corporation has
established a procedure by which a beneficial owner of shares held by a nominee
is to be recognized by the corporation as the owner, the corporation will be
entitled to treat the registered owner of any share of the capital stock of the
corporation as the absolute owner thereof and, accordingly, will not be bound to
recognize any beneficial, equitable, or other claim to, or interest in, such
share on the part of any other person, whether or not it has notice thereof,
except as may expressly be provided by applicable law, including as may be
contemplated by Title 6, Subtitle I, Article 8 of the Delaware code (or any
comparable successor statutes), as in effect from time to time.

                  6.03. Shares Without Certificates. The Board of Directors may
authorize the issuance of uncertificated shares by the corporation and may
prescribe procedures for the issuance and registration of transfer thereof and
with respect to such other matters as the Board of Directors shall deem
necessary or appropriate.
<PAGE>
                               VII. DISTRIBUTIONS

                  7.01. Distributions. Subject to such restrictions or
requirements as may be imposed by applicable law or the corporation's
Certificate or as may otherwise be binding upon the corporation, the Board of
Directors may from time to time declare, and the corporation may pay or make,
dividends or other distributions to its stockholders.

                              VIII. CORPORATE SEAL

                  8.01. Corporate Seal. The Board of Directors may provide for a
corporate seal of the corporation that will have inscribed thereon any
designation including the name of the corporation, Delaware as the state of
incorporation, the year of incorporation, and the words "Corporate Seal."

                                 IX. AMENDMENTS

                  9.01. Amendments. If the Certificate so provides, the
corporation's Board of Directors may amend or repeal the corporation's Bylaws
unless the Certificate or the Delaware General Corporation Law reserve any
particular exercise of this power exclusively to the stockholders in whole or
part. The corporation's stockholders may amend or repeal the corporation's
Bylaws even though the Bylaws may also be amended or repealed by its Board of
Directors.