##### 



EXHIBIT 3.4

BYLAWS

OF

AT ROAD, INC.

(AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER
25, 2000)





---



##### 



TABLE OF CONTENTS

|                                      |                                                                      |      |    |    | 
|------------------------------------- | -------------------------------------------------------------------- | ---- | -- | -- | 
|                                      |                                                                      | Page
|                                      |                                                                      |     
|ARTICLE I  CORPORATE OFFICES         |                                                                      |      | 1  |   
|                                      | 1.1 Registered Office                                                |      |    | 1  | 
|                                      | 1.2 Other Offices                                                    |      |    | 1  | 
|ARTICLE II  MEETINGS OF STOCKHOLDERS |                                                                      |      | 1  |   
|                                      | 2.1 Place of Meetings                                                |      |    | 1  | 
|                                      | 2.2 Annual Meeting                                                   |      |    | 1  | 
|                                      | 2.3 Special Meeting                                                  |      |    | 2  | 
|                                      | 2.4 Notice of Stockholders Meetings;
    Affidavit of Notice        |      |    | 2  | 
|                                      | 2.5 Advance Notice of Stockholder Nominees
    and Other Stockholder |      |    |    | 
|                                      | Proposals                                                            |      |    | 3  | 
|                                      | 2.6 Quorum                                                           |      |    | 4  | 
|                                      | 2.7 Adjourned Meeting; Notice                                        |      |    | 4  | 
|                                      | 2.8 Conduct of Business                                              |      |    | 4  | 
|                                      | 2.9 Voting                                                           |      |    | 5  | 
|                                      | 2.10 Waiver of Notice                                                |      |    | 5  | 
|                                      | 2.11 Record Date for Stockholder Notice;
    Voting                  |      |    | 5  | 
|                                      | 2.12 Proxies                                                         |      |    | 6  | 
|ARTICLE III  DIRECTORS               |                                                                      |      | 6  |   
|                                      | 3.1 Powers                                                           |      |    | 6  | 
|                                      | 3.2 Number of Directors                                              |      |    | 6  | 
|                                      | 3.3 Election, Qualification and Term of
    Office of Directors      |      |    | 6  | 
|                                      | 3.4 Resignation and Vacancies                                        |      |    | 7  | 
|                                      | 3.5 Place of Meetings; Meetings by Telephone                         |      |    | 8  | 
|                                      | 3.6 Regular Meetings                                                 |      |    | 8  | 
|                                      | 3.7 Special Meetings; Notice                                         |      |    | 8  | 
|                                      | 3.8 Quorum                                                           |      |    | 9  | 
|                                      | 3.9 Waiver of Notice                                                 |      |    | 9  | 
|                                      | 3.10 Board Action by Written Consent Without
    a Meeting           |      |    | 9  | 
|                                      | 3.11 Fees and Compensation of Directors                              |      |    | 10 | 
|                                      | 3.12 Approval of Loans to Officers                                   |      |    | 10 | 
|                                      | 3.13 Removal of Directors                                            |      |    | 10 | 
|                                      | 3.14 Chairman of the Board of Directors                              |      |    | 11 | 
|ARTICLE IV  COMMITTEES               |                                                                      |      | 11 |   
|                                      | 4.1 Committees of Directors                                          |      |    | 11 | 
|                                      | 4.2 Committee Minutes                                                |      |    | 11 | 
|                                      | 4.3 Meetings and Action of Committees                                |      |    | 12 | 
|ARTICLE V  OFFICERS                  |                                                                      |      | 12 |   
|                                      | 5.1 Officers                                                         |      |    | 12 | 

i



---



##### 



|                                                                                     |      |    |                                                    |  |   
|------------------------------------------------------------------------------------ | ---- | -- | -------------------------------------------------- |  | --
|                                                                                     | 5.2  |    | Appointment of Officers                            |  | 12
|                                                                                     | 5.3  |    | Subordinate Officers                               |  | 12
|                                                                                     | 5.4  |    | Removal and Resignation of Officers                |  | 13
|                                                                                     | 5.5  |    | Vacancies in Offices                               |  | 13
|                                                                                     | 5.6  |    | Chief Executive Officer                            |  | 13
|                                                                                     | 5.7  |    | President                                          |  | 13
|                                                                                     | 5.8  |    | Vice Presidents                                    |  | 13
|                                                                                     | 5.9  |    | Secretary                                          |  | 14
|                                                                                     | 5.10 |    | Chief Financial Officer                            |  | 14
|                                                                                     | 5.11 |    | Representation of Shares of Other Corporations     |  | 14
|                                                                                     | 5.12 |    | Authority and Duties of Officers                   |  | 15
|                                                                                    
|ARTICLE VI  INDEMNIFICATION OF
    DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS |      | 15
|                                                                                     | 6.1  |    | Indemnification of Directors and Officers          |  | 15
|                                                                                     | 6.2  |    | Indemnification of Others                          |  | 15
|                                                                                     | 6.3  |    | Payment of Expenses in Advance                     |  | 16
|                                                                                     | 6.4  |    | Indemnity Not Exclusive                            |  | 16
|                                                                                     | 6.5  |    | Insurance                                          |  | 16
|                                                                                     | 6.6  |    | Conflicts                                          |  | 16
|                                                                                    
|ARTICLE VII  RECORDS AND REPORTS                                                    |      | 17
|                                                                                     | 7.1  |    | Maintenance and Inspection of Records              |  | 17
|                                                                                     | 7.2  |    | Inspection by Directors                            |  | 17
|                                                                                     | 7.3  |    | Annual Statement to Stockholders                   |  | 17
|                                                                                    
|ARTICLE VIII  GENERAL MATTERS                                                       |      | 18
|                                                                                     | 8.1  |    | Checks                                             |  | 18
|                                                                                     | 8.2  |    | Execution of Corporation Contracts and Instruments |  | 18
|                                                                                     | 8.3  |    | Stock Certificates; Partly Paid Shares             |  | 18
|                                                                                     | 8.4  |    | Special Designation on Certificates                |  | 19
|                                                                                     | 8.5  |    | Lost Certificates                                  |  | 19
|                                                                                     | 8.6  |    | Construction; Definitions                          |  | 19
|                                                                                     | 8.7  |    | Dividends                                          |  | 19
|                                                                                     | 8.8  |    | Fiscal Year                                        |  | 20
|                                                                                     | 8.9  |    | Seal                                               |  | 20
|                                                                                     | 8.10 |    | Transfer of Stock                                  |  | 20
|                                                                                     | 8.11 |    | Stock Transfer Agreements                          |  | 20
|                                                                                     | 8.12 |    | Registered Stockholders                            |  | 20
|                                                                                    
|ARTICLE IX                                                                           |      | 21



-ii-



---



##### 



AMENDED AND RESTATED

BYLAWS OF

AT ROAD, INC.

ARTICLE I

CORPORATE OFFICES

1.1     Registered
Office.

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

1.2     Other
Offices.

The Board of Directors may at any time establish
other offices at any place or places where the Corporation is
qualified to do business.

ARTICLE II

MEETINGS OF STOCKHOLDERS

2.1     Place of
Meetings.

Meetings of stockholders shall be held at any
place, within or outside the State of Delaware, designated by
the Board of Directors. In the absence of any such designation,
stockholders meetings shall be held at the registered
office of the Corporation.

2.2     Annual
Meeting.

(a)     The annual
meeting of stockholders shall be held each year on a date and at
a time designated by resolution of the Board of Directors. At
the meeting, directors shall be elected and any other proper
business may be transacted.

(b)     Nominations of
persons for election to the Board of Directors of the
Corporation and the proposal of business to be transacted by the
stockholders may be made at an annual meeting of stockholders
(i) pursuant to the Corporations notice with respect
to such meeting, (ii) by or at the direction of the Board
of Directors or (iii) by any stockholder of the Corporation
who was a stockholder of record at the time of giving of the
notice provided for in this Section 2.2, who is entitled to
vote at the meeting and who has complied with the notice
procedures set forth in this Section 2.2.



---



##### 



(c) For nominations or other
business to be properly brought before an annual meeting by a
stockholder pursuant to clause (iii) of paragraph (b) of
this Section 2.2, the stockholder must have given timely notice thereof in writing
to the secretary of the Corporation, as provided in Section 2.5, and
such business must be a proper matter for stockholder action under
the General Corporation Law of Delaware.

(d) Only such business shall be
conducted at an annual meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set
forth in these Bylaws. The chairman of the meeting shall determine
whether a nomination or any business proposed to be transacted by the
stockholders has been properly brought before the meeting and, if any
proposed nomination or business has not been properly brought before
the meeting, the chairman shall declare that such proposed business
or nomination shall not be presented for stockholder action at the
meeting.

(e) Nothing in
this Section 2.2
shall be deemed to affect any rights of stockholders to request
inclusion of proposals in the Corporations proxy statement pursuant
to Rule 14a-8 under the Exchange Act.

2.3  Special
Meeting.

(a) A special meeting of the
stockholders may be called at any time by the Board of Directors, the
chairman of the board, the president or by one or more stockholders
holding shares in the aggregate entitled to cast not less than 10% of
the votes at that meeting.

(b) Nominations of persons for
election to the Board of Directors may be made at a special meeting
of stockholders, if such election is set forth in the notice of such
special meeting. Such nominations may be made either by or at the
direction of the Board of Directors, or by any stockholder of record
entitled to a vote at such special meeting, provided the stockholder
follows the notice procedures set forth in Section 2.5.

2.4Notice of
Stockholders Meetings; Affidavit of Notice.

(a) All notices of meetings of
stockholders shall be in writing and shall be sent or otherwise given
in accordance with this Section 2.4 of these Bylaws not less than 10
nor more than 60 days before the date of the meeting to each
stockholder entitled to vote at such meeting (or such longer or
shorter time as is required by Section 2.5 of these Bylaws, if
applicable). The notice shall specify the place, if any, date, and
hour of the meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Written notice of any
meeting of stockholders, if mailed, is given when deposited in the
United States mail, postage prepaid, directed to the stockholder at his
address as it appears on the records of the Corporation. Without
limiting the manner by which notice otherwise may be given
effectively to stockholders, any notice to stockholders may be given
by electronic mail or other electronic transmission, in the manner
provided in Section 232 of the Delaware General Corporation Law. An
affidavit of the secretary or an assistant secretary or of the
transfer agent of the Corporation that the notice has been given
shall, in the absence of fraud, be prima facie evidence of the facts
stated therein.

-2-



---



##### 



(b) If a special meeting is called by
stockholders representing the percentage of the total votes
outstanding designated in Section 2.3(a), the request shall be in
writing, specifying the time of such meeting and the general nature
of the business proposed to be transacted, and shall be delivered
personally, or sent by registered mail or by facsimile transmission
to the chairman of the board, the president, any vice president, or
the secretary of the corporation. No business may be transacted at
such special meeting otherwise than specified in such request.
The officer receiving the request shall cause notice to be promptly
given to the stockholders entitled to vote, in accordance with the
provisions of this Section 2.4, that a meeting will be held at the
time requested by the person or persons calling the meeting, not less
than 35 nor more than 60 days after the receipt of the request. If
the notice is not given within 20 days after the receipt of the
request, the person or persons requesting the meeting may give the
notice. Nothing contained in this Section 2.4 (b) shall be construed
as limiting, fixing, or affecting the time when a meeting of
stockholders called by action of the Board of Directors may be
held.

2.5  Advance Notice of Stockholder
Nominees and Other Stockholder Proposals.

Only persons who are nominated in
accordance with the
procedures set forth in this Section 2.5 shall be eligible for
election as directors. Nominations of persons for election to the
Board of Directors of the Corporation may be made at a meeting of
stockholders by or at the direction of the Board of Directors or by any stockholder of the Corporation entitled
to vote for the election of directors at the meeting who complies
with the notice procedures set forth in this Section 2.5. Such
nominations, other than those made by or at the direction of the
Board of Directors, shall be made pursuant to timely notice in
writing to the secretary of the Corporation. Stockholders may bring
other business before the annual meeting, provided that timely notice
is provided to the secretary of the Corporation in accordance with
this section, and provided further that such business is a proper
matter for stockholder action under the General Corporation Law of
Delaware. To be timely, a stockholders notice shall be delivered to
or mailed and received at the principal executive offices of the
Corporation not less than 90 days nor more than 120 days prior to the
anniversary date of the prior years meeting; provided, however, that
in the event that (i) the date of the annual meeting is more than 30
days prior to or more than 60 days after such anniversary date, and
(ii) less than 60 days notice or prior public disclosure of the date
of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close
of business on the 10th day following the day on which such notice of
the date of the meeting was mailed or such public disclosure was
made. Such stockholders notice shall set forth (a) as to each person
whom the stockholder proposes to nominate for election or re-election
as a directors, (i) the name, age, business address and residence
address of such person, (ii) the principal occupation or employment
of such person, (iii) the class and number of shares of the
Corporation which are beneficially owned by such person and (iv) any
other information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or
is otherwise required, in each case pursuant to Regulation 14A under
the Securities Exchange Act of 1934 (including, without limitation, such
persons written consent to being name in the proxy statement as a
nominee and to serving as a director if elected); (b) as to any other
business that the stockholder proposes to bring before the meeting, a
brief description of such business, the reasons for conducting such
business at the meeting and any material interest in such business of
such stockholder and the beneficial owner, if any, on whose behalf
the proposal is made; and (c) as to the stockholder giving the notice
and

-3-



---



##### 



the beneficial owner, if any, on whose behalf the proposal is made
(i) the name and address of the stockholder, as they appear on the
Corporation's books, and of such beneficial owner and (ii) the class
and number of shares of the Corporation which are owned of record by
such stockholder and beneficially by such beneficial owner. At the
request of the Board of Directors any person nominated by the Board
of Directors for election as a director shall furnish to the
secretary of the Corporation that information required to be set
forth in a stockholder's notice of nomination which pertains to the
nominee. 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 2.5. The chairman of the meeting shall, if
the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the procedures prescribed
by the Bylaws, and if he or she should so determine, he or she shall
so declare to the meeting and the defective nomination shall be
disregarded.

2.6  Quorum.

The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy,
shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or
by the Certificate of Incorporation. If, however, such quorum is not
present or represented at any meeting of the stockholders, then
either (a) the chairman of the meeting or (b) the stockholders
entitled to vote thereat, present in person or represented by proxy,
shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is
present or represented. At such adjourned meeting at which a quorum is
present or represented, any business may be transacted that might
have been transacted at the meeting as originally noticed.

2.7  Adjourned Meeting; Notice.

When a meeting is adjourned to another time or place, unless these
Bylaws otherwise require, notice need not be given of the adjourned
meeting if the time and place, if any, thereof and the means of
remote communications, if any, by which stockholders and proxyholders
may be deemed to be present and vote at such adjourned meeting, are
announced at the meeting at which the adjournment is taken. At the
adjourned meeting the Corporation may transact any business that might
have been transacted at the original meeting. If the adjournment is
for more than 30 days, or if after the adjournment a new record date
is fixed for the adjourned meeting, a notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the
meeting, specifying the place, if any, date and time of the adjourned
meeting and the means of remote communications, if any, by which
stockholders and proxyholders may be deemed to be present and vote at
such adjourned meeting.

2.8  Conduct
of Business.

The chairman of any meeting of stockholders shall determine the order
of business and the procedure at the meeting, including the manner of
voting and the conduct of business.

-4-



---



##### 



2.9 Voting.

(a) The stockholders entitled to vote
at any meeting of stockholders shall be determined in accordance with
the provisions of Section 2.11 of these Bylaws, subject to the
provisions of Sections 217 and 218 of the General Corporation Law
of Delaware (relating to voting rights of fiduciaries, pledgors and
joint owners of stock and to voting trusts and other voting
agreements).

(b) Except as may be otherwise
provided in the Certificate of Incorporation, each stockholder shall
be entitled to one vote for each share of capital stock held by such
stockholder.

2.10 Waiver of
Notice.

Whenever notice is required to be
given under any provision of the General Corporation Law of Delaware
or of the Certificate of Incorporation or these Bylaws, a written
waiver thereof, signed by the person entitled to notice, or waiver by
electronic mail or other electronic transmission by such person,
whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person 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. Neither the business
to be transacted at, nor the purpose of, any regular or special
meeting of the stockholders need be specified in any written waiver
of notice unless so required by the Certificate of Incorporation or
these Bylaws.

2.11 Record Date for Stockholder
Notice; Voting.

In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof or entitled to
receive payment of any dividend or other distribution or allotment of
any rights, or 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 Board of Directors may fix, in advance, a
record date, which shall not be more than 60 nor less than 10 days
before the date of such meeting, nor more than 60 days prior to any
other action. If the Board of Directors does not so fix a record date:

(a) The record date for determining
stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived,
at the close of business on the day next preceding the day on which
the meeting is held.

(b) The record date for determining
stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution
relating thereto.

A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders
shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the
adjourned meeting.

-5-



---



##### 



2.12     Proxies.

Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for
such stockholder by a written proxy, signed by the stockholder
and filed with the secretary of the Corporation, but no such
proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period. A proxy
shall be deemed signed if the stockholders name is placed
on the proxy (whether by manual signature, typewriting,
electronic or telegraphic transmission or otherwise) by the
stockholder or the stockholders attorney-in-fact. The
revocability of a proxy that states on its face that it is
irrevocable shall be governed by the provisions of
Section 212(e) of the General Corporation Law of Delaware.

ARTICLE III

DIRECTORS

3.1     Powers.

Subject to the provisions of the General
Corporation Law of Delaware and any limitations in the
Certificate of Incorporation or these Bylaws relating to action
required to be approved by the stockholders or by the
outstanding shares, the business and affairs of the Corporation
shall be managed and all corporate powers shall be exercised by
or under the direction of the Board of Directors.

3.2     Number of
Directors.

The number of directors constituting the entire
Board of Directors shall be six.

Thereafter, this number may be changed by a
resolution of the Board of Directors or of the stockholders,
subject to Section 3.4 of these Bylaws. No reduction of the
authorized number of directors shall have the effect of removing
any director before such directors term of office expires.

3.3     Election,
Qualification and Term of Office of Directors.

Except as provided in Section 3.4 of these
Bylaws, and unless otherwise provided in the Certificate of
Incorporation, directors shall be elected at each annual meeting
of stockholders to hold office until the next annual meeting.
Directors need not be stockholders unless so required by the
Certificate of Incorporation or these Bylaws, wherein other
qualifications for directors may be prescribed. Each director,
including a director elected to fill a vacancy, shall hold
office until his or her successor is elected and qualified or
until his or her earlier resignation or removal.

Directors need not be stockholders unless so
required by the Certificate of Incorporation or these Bylaws,
wherein other qualifications for directors may be prescribed.

-6-



---



##### 



Each director, including a director elected to fill a vacancy, shall
hold office until his or her successor is elected and qualified or
until his or her earlier resignation or removal.

Unless otherwise specified in the Certificate of Incorporation,
elections of directors need not be by written ballot.

3.4  Resignation and
Vacancies.

Any director may resign at any time upon written notice to the
attention of the secretary of the Corporation. When one or more
directors so resigns and the resignation is effective at a future
date, a majority of the directors then in office, including those who
have so resigned, shall have power to fill such vacancy or vacancies,
the vote thereon to take effect when such resignation or resignations
shall become effective, and each director so chosen shall hold office
as provided in this section in the filling of other vacancies. Unless
otherwise provided in the Certificate of Incorporation, and subject to
the rights of the holders of any series of Preferred Stock that may
then be outstanding, a vacancy created by the removal of a director
by the vote of the stockholders or by court order may be filled only
by the affirmative vote of a majority of the shares represented and
voting at a duly held meeting at which a quorum is present (which
shares voting affirmatively also constitute a majority of the quorum.
Each director so elected shall hold office until the next annual
meeting of the stockholders and until a successor has been elected
and qualified.

Unless otherwise provided in the Certificate of Incorporation or
these Bylaws:

(a) Vacancies and newly created directorships resulting from any
increase in the authorized number of directors elected by all of the
stockholders having the right to vote as a single class may be filled
by a majority of the directors then in office, although less than a
quorum, or by a sole remaining director.

(b) Whenever the holders of any class or classes of stock or series
thereof are entitled to elect one or more directors by the provisions
of the Certificate of Incorporation, vacancies and newly created
directorships of such class or classes or series may be filled by a
majority of the directors elected by such class or classes or series
thereof then in office, or by a sole remaining director so
elected.

If at any time, by reason of death or resignation or other cause, the
Corporation should have no directors in office, then any officer or
any stockholder or an executor, administrator, trustee or guardian of
a stockholder, or other fiduciary entrusted with like responsibility
for the person or estate of a stockholder, may call a special meeting
of stockholders in accordance with the provisions of the Certificate
of Incorporation or these Bylaws, or may apply to the Court of
Chancery for a decree summarily ordering an election as provided in
Section 211 of the General Corporation Law of Delaware.

If, at the time of filling any vacancy or any newly created
directorship, the directors then in office constitute less than a
majority of the whole Board of Directors (as constituted immediately
prior to any such increase), then the Court of Chancery may,
upon

-7-



---



##### 



application of any stockholder or stockholders holding at least 10%
of the total number of the shares at the time outstanding having the
right to vote for such directors, summarily order an election to be
held to fill any such vacancies or newly created directorships, or to
replace the directors chosen by the directors then in office as
aforesaid, which election shall be governed by the provisions of
Section 211 of the General Corporation Law of Delaware as far as
applicable.

3.5  Place of Meetings; Meetings by
Telephone.

The Board of Directors of the
Corporation may hold meetings, both regular and special, either
within or outside the State of Delaware. Unless otherwise restricted
by the Certificate of Incorporation or these Bylaws, members of the
Board of Directors, or any committee designated by the Board of
Directors, may participate in a meeting of the Board of Directors, or
any 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 in a
meeting shall constitute presence in person at the meeting.

3.6  Regular
Meetings.

Regular meetings of the Board of
Directors may be held without notice at such time and at such place
as shall from time to time be determined by the Board of
Directors.

3.7  Special Meetings;
Notice.

Special
meetings of the board of directors for any purpose or purposes may be
called at any time by the chairman of the board, the president, any
vice president, the secretary or any two (2)
directors.

Notice of the time and place of
special meetings shall be delivered personally or by telephone to
each director or sent by first-class mail or telegram, charges
prepaid, addressed to each director at that director's address as it
is shown on the records of the Corporation. If the notice is mailed,
it shall be deposited in the United States mail at least four (4)
days before the time of the holding of the meeting. If the notice is
delivered personally or by telephone, telecopy, telegram, telex or
other similar means of communication, it shall be delivered at least
twenty-four (24) hours before the time of the holding of the meeting,
or on such shorter notice as the person or persons calling such
meeting may deem necessary and appropriate in the circumstances. Any
oral notice given personally or by telephone may be communicated
either to the director or to a person at the office of the director
who the person giving the notice has reason to believe will promptly
communicate it to the director. The notice need not specify the
purpose of the place of the meeting, if the meeting is to be held at
the principal executive office of the Corporation.

3.8  Quorum.

At all meetings of the Board of
Directors, a majority of the authorized number of directors shall
constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors, except as may be
otherwise specifically provided by statute or by the Certificate
of

-8-



---



##### 



Incorporation. If a quorum is not present at any meeting of the
Board of Directors, then the directors present thereat may
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present.

A meeting at which a quorum is initially present
may continue to transact business notwithstanding the withdrawal
of directors, if any action taken is approved by at least a
majority of the required quorum for that meeting.

3.9 Waiver of Notice.

Whenever notice is required to be given under any
provision of the General Corporation Law of Delaware or of the
Certificate of Incorporation or these Bylaws, a written waiver
thereof, signed by the person entitled to notice, or waiver by
electronic mail or other electronic transmission by such person,
whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person 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.
Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the directors, or members of a
committee of directors, need be specified in any written waiver
of notice unless so required by the Certificate of Incorporation
or these Bylaws.

3.10 Board Action by Written Consent Without a
Meeting.

Unless otherwise restricted by the Certificate of
Incorporation 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 members of the
Board of Directors or committee, as the case may be, consent
thereto in writing and the writing or writings are filed with the minutes
of proceedings of the Board of Directors or committee. Written
consents representing actions taken by the board or committee
may be executed by telex, telecopy or other facsimile
transmission, or by electronic mail or other electronic
transmission, and such facsimile or electronic transmission
shall be valid and binding to the same extent as if it were an
original. If the minutes of the board or committee are
maintained in paper form, consents obtained by electronic
transmission shall be reduced to written form and filed with
such minutes.

3.11 Fees and Compensation of Directors.

Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, the Board of Directors shall have
the authority to fix the compensation of directors. No such
compensation shall preclude any director from serving the
Corporation in any other capacity and receiving compensation
therefor.

3.12 Approval of Loans to Officers.

The Corporation may lend money to, or guarantee
any obligation of, or otherwise assist any officer or other
employee of the Corporation or of its subsidiary, including any
officer or employee who is a director of the Corporation or its
subsidiary, whenever, in the judgment of

-9-



---



##### 





|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                           | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------- | 
|the directors, such loan, guaranty or assistance may reasonably be
expected to benefit the Corporation. The loan, guaranty or other
assistance may be with or without interest and may be unsecured, or
secured in such manner as the Board of Directors shall approve,
including, without limitation, a pledge of shares of stock of the
Corporation. Nothing in this Section 3.2 contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the
Corporation at common law or under any statute.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 3.13  Removal of Directors.              
|Unless otherwise restricted by
statute, by the Certificate of Incorporation or by these Bylaws, any
director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors; provided, however, that
if the stockholders of the Corporation are entitled to cumulative
voting, if less than the entire Board of Directors is to be removed,
no director may be removed without cause if the votes cast against
his removal would be sufficient to elect him if then cumulatively
voted at an election of the entire Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|No reduction of the authorized
number of directors shall have the effect of removing any director
prior to the expiration of such directors term of office.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 3.14  Chairman of the Board of
Directors.
|The Corporation may also have, at
the discretion of the Board of Directors, a Chairman of the Board of
Directors who shall not be considered an officer of the
Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|ARTICLE IV                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|COMMITTEES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 4.1     Committees
of Directors.         
|The Board of Directors may, by
resolution passed by a majority of the whole Board of Directors,
designate one or more committees, with each committee to consist of
one or more of the directors of the Corporation. 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 a
member of a committee, the member or members thereof present at any
meeting and not disqualified from voting, whether or not such member
or members 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. Any such committee, to the
extent provided in the resolution of the Board of Directors or in the
Bylaws of the Corporation, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the
business and affairs of the Corporation, and may authorize the seal
of the Corporation to be affixed to all papers that may require it;
but no such committee shall have the power or authority to (a) amend
the Certificate of Incorporation (except that a committee may, to the
extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the Board of Directors as
provided in Section 151(a) of the General Corporation Law of
Delaware, fix the designations and







---



##### 

any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
Corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the
same or any other class or classes of stock of the Corporation or fix
the number of shares of any series of stock or authorize the increase
or decrease of the shares of any series), (b) adopt an agreement of
merger or consolidation under Sections 251 or 252 of the General
Corporation Law of Delaware, (c) recommend to the stockholders, the
sale, lease or exchange of all or substantially all of the
Corporations property and assets, (d) recommend to the stockholders a
dissolution of the Corporation or a revocation of a dissolution,
or (e) amend the Bylaws of the Corporation; and, unless the board
resolution establishing the committee, the Bylaws or the Certificate
of Incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend, to authorize the
issuance of stock, or to adopt a certificate of ownership and merger
pursuant to Section 253 of the General Corporation Law of Delaware.

4.2     Committee Minutes.

Each committee shall keep regular minutes of its meetings and report
the same to the Board of Directors when required.

4.3     Meetings and Action of Committees.

Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the provisions of Section 3.5 (place of
meetings and meetings by telephone), Section 3.6 (regular meetings),
Section 3.7 (special meetings and notice), Section 3.8 (quorum),
Section 3.9 (waiver of notice), and Section 3.10 (action without a
meeting) of these Bylaws, with such changes in the context of such
provisions as are necessary to substitute the committee and its
members for the Board of Directors and its members; provided,
however, that the time of regular meetings of committees may be
determined either by resolution of the Board of Directors or by
resolution of the committee, that special meetings of committees may
also be called by resolution of the Board of Directors and that
notice of special meetings of committees shall also be given to all
alternate members, who shall have the right to attend all meetings of
the committee. The Board of Directors may adopt rules for the
government of any committee not inconsistent with the provisions of
these Bylaws.

ARTICLE V

OFFICERS

5.1     Officers.

The officers of the Corporation shall be a chief executive officer, a
president, a secretary, and a chief financial officer. The
Corporation may also have, at the discretion of the Board of
Directors, one or more vice presidents, one or more assistant
secretaries, one or more assistant treasurers, and any such other
officers as may be appointed in accordance with the provisions of
Section 5.3 of these Bylaws. Any number of offices may be held by the
same person.

-11-



---



##### 



5.2     Appointment
of Officers.

The
officers of the Corporation, except such officers as
may be appointed in accordance with the provisions of Sections 5.3
or 5.5 of these Bylaws, shall be appointed by the Board of
Directors, subject to the rights, if any, of an officer under
any contract of employment.

5.3     Subordinate
Officers.

The Board of Directors may appoint, or empower
the chief executive officer or the president to appoint, such
other officers and agents as the business of the Corporation may
require, each of whom shall hold office for such period, have
such authority, and perform such duties as are provided in these
Bylaws or as the Board of Directors may from time to time
determine.

5.4     Removal
and Resignation of Officers.

Subject to the rights, if any, of an officer
under any contract of employment, any officer may be removed,
either with or without cause, by an affirmative vote of the
majority of the Board of Directors at any regular or special
meeting of the Board of Directors or, except in the case of an
officer chosen by the Board of Directors, by any officer upon
whom such power of removal may be conferred by the Board of
Directors.

Any officer may resign at any time by giving
written notice to the attention of the secretary of the
Corporation. Any resignation shall take effect at the date of
the receipt of that notice or at any later time specified in
that notice; and, unless otherwise specified in that notice, the
acceptance of the resignation shall not be necessary to make it
effective. Any resignation is without prejudice to the rights,
if any, of the Corporation under any contract to which the
officer is a party.

5.5     Vacancies
in Offices.

Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.

5.6     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 any, the chief executive officer of the Corporation
shall, subject to the control of the Board of Directors, have
general supervision, direction, and control of the business and
the officers of the Corporation. He or she shall preside at all
meetings of the stockholders and, in the absence or nonexistence
of a chairman of the board, at all meetings of the Board of
Directors and 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.

5.7     President.

-12-



---



##### 



Subject to such supervisory powers,
if any, as may be given by the Board of Directors to the chairman of the
board (if any) or the chief executive officer, the president shall
have general supervision, direction, and control of the business and
other officers of the Corporation. He or she shall have the general
powers and duties of management usually vested in the office of
president of a corporation and such other powers and duties as may be
prescribed by the Board of Directors or these Bylaws.

5.8  Vice
Presidents.

In the absence or disability of the
chief executive officer and president, the vice presidents, if any,
in order of their rank as fixed by the Board of Directors, or, if not
ranked, a vice president designated by the Board of Directors, shall
perform all duties of the president and when so acting shall have all
the powers of, and be subject to all the restrictions upon, the
president. The vice presidents shall have such other powers and
perform such other duties as from time to time may be prescribed for
them respectively by the Board of Directors, these Bylaws, the
president or the chairman of the board.

5.9  Secretary.

The secretary shall keep or cause to
be kept, at the principal executive office of the Corporation or such
other place as the Board of Directors may direct, a book of minutes
of all meetings and actions of directors, committees of directors,
and stockholders. The minutes shall show the time and place of each
meeting, the names of those present at directors meetings or
committee meetings, the number of shares present or represented at
stockholders
meetings, and the proceedings thereof.

The secretary shall keep, or cause
to be kept, at the principal executive office of the Corporation or
at the office of the Corporations transfer agent or registrar, as
determined by resolution of the Board of Directors, a share register,
or a duplicate share register, showing the names of all
stockholders and their addresses, the number and classes of shares
held by each, the number and date of certificates evidencing such
shares, and the number and date of cancellation of every certificate
surrendered for cancellation.

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

5.10  Chief
Financial Officer.

The chief financial officer shall
keep and maintain, or cause to be kept and maintained, adequate and
correct books and records of accounts of the properties and business
transactions of the Corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital retained
earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any director.

-13-



---



##### 



The chief financial officer shall deposit all moneys
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.
He or she shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, shall render to the president, the
chief executive officer, or the directors, upon request, an account
of all his or her transactions as chief financial officer and of the
financial condition of the Corporation, and shall have other powers
and perform such other duties as may be prescribed by the Board of
Directors or the Bylaws.

5.11  Representation of
Shares of Other Corporations.

The chairman of the board, the chief executive
officer, the president, any vice president, the chief financial
officer, the secretary or assistant secretary of this Corporation, or
any other person authorized by the Board of Directors or the chief
executive officer or the president or a vice president, is authorized
to vote, represent, and exercise on behalf of this Corporation all
rights incident to any and all shares of any other corporation or
corporations standing in the name of this Corporation. The authority
granted herein may be exercised either by such person directly or by
any other person authorized to do so by proxy or power of attorney
duly executed by the person having such authority.

5.12  Authority and
Duties of Officers.

In addition to the foregoing authority and duties, all
officers of the Corporation shall respectively have such authority
and perform such duties in the management of the business of the
Corporation as may be designated from time to time by the Board of
Directors or the stockholders.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS,
OFFICERS, EMPLOYEES, AND OTHER AGENTS

6.1  Indemnification
of Directors and Officers.

The Corporation shall, to the maximum extent and in
the manner permitted by the General Corporation Law of Delaware,
indemnify each of its directors and officers against expenses
(including attorneys fees), judgments, fines, settlements and other
amounts actually and reasonably incurred in connection with any
proceeding, arising by reason of the fact that such person is or was
an agent of the Corporation. For purposes of this Section 6.1, a
director or officer of the Corporation includes any person
(a) who is or was a director or officer of the Corporation,
(b) who is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint
venture, trust or other enterprise, or (c) who was a director or
officer of a Corporation which was a predecessor corporation of the
Corporation or of another enterprise at the request of such
predecessor corporation.

6.2  Indemnification
of Others.

-14-



---



##### 



The Corporation shall have the power, to the maximum extent and in
the manner permitted by the General Corporation Law of Delaware, to
indemnify each of its employees and agents (other than directors and
officers) against expenses (including attorneys fees), judgments,
fines, settlements and other amounts actually and reasonably incurred
in connection with any proceeding, arising by reason of the fact that
such person is or was an agent of the Corporation. For purposes of
this Section 6.2, an employee or agent of the Corporation (other
than a director or officer) includes any person (a) who is or was an
employee or agent of the Corporation, (b) who is or was serving at the
request of the Corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
or (c) who was an employee or agent of a corporation which was a
predecessor corporation of the Corporation or of another enterprise
at the request of such predecessor corporation.

6.3  Payment of Expenses
in Advance.

Expenses incurred in defending any action or proceeding for which
indemnification is required pursuant to Section 6.1 or for which
indemnification is permitted pursuant to Section 6.2 following
authorization thereof by the Board of Directors shall be paid by the
Corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of the
indemnified party to repay such amount if it shall ultimately be
determined that the indemnified party is not entitled to be
indemnified as authorized in this Article VI.

6.4  Indemnity Not
Exclusive.

The indemnification provided by this Article VI shall not be deemed
exclusive of any other rights to which those seeking indemnification
may been titled under any Bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding
such office, to the extent that such additional rights to
indemnification are authorized in the Certificate of Incorporation.

6.5  Insurance.

The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any
liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of his or her status as such,
whether or not the Corporation would have the power to indemnify
him or her against such liability under the provisions of the General
Corporation Law of Delaware.

-15-



---



##### 



6.6  Conflicts.

No indemnification or advance shall be made under this
Article VI, except where such indemnification or advance is
mandated by law or the order, judgment or decree of any court of
competent jurisdiction, in any circumstance where it appears:

(a) That it would be inconsistent with a
provision of the Certificate of Incorporation, these Bylaws, a
resolution of the stockholders or an agreement in effect at the time
of the accrual of the alleged cause of the action asserted in the
proceeding in which the expenses were incurred or other amounts were
paid, which prohibits or otherwise limits indemnification; or

(b) That it would be inconsistent with any
condition expressly imposed by a court in approving a settlement.

ARTICLE VII

RECORDS AND REPORTS

7.1  Maintenance and
Inspection of Records.

The Corporation shall, either at its principal
executive offices or at such place or places as designated by the
Board of Directors, keep a record of its stockholders listing their
names and addresses and the number and class of shares held by each
stockholder, a copy of these Bylaws as amended to date, accounting
books, and other records.

Any stockholder of record, in person or by attorney or
other agent, shall, upon written demand under oath stating the
purpose thereof, have the right during the usual hours for business
to inspect for any proper purpose the Corporation's stock ledger, a
list of its stockholders, and its other books and records and to make
copies or extracts therefrom. A proper purpose shall mean a purpose
reasonably related to such persons interest as a stockholder. In
every instance where an attorney or other agent is the person who
seeks the right to inspection, the demand under oath shall be
accompanied by a power of attorney or such other writing that
authorizes the attorney or other agent to so act on behalf of the
stockholder. The demand under oath shall be directed to the
Corporation at its registered office in Delaware or at its principal
place of business.

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 each such
stockholders name, shall be open to the examination of any such
stockholder for a period of at least ten (10) days prior to the meeting
in the manner provided by law. The stock list shall also be open to the
examination of any stockholder during the whole time of the meeting as
provided by law. 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.

-16-



---



##### 



7.2  Inspection by Directors.

Any director shall
have the right to examine the Corporations stockledger, a
list of its stockholders, and its other books and records for a purpose
reasonable related to his or her position as a director. The Court of Chancery
is hereby vested with the exclusive jurisdiction to determine whether a director
is entitled to the inspection sought. The Court may summarily order the
Corporation to permit the director to inspect any and all books and records, the
stock ledger, and the stock list and to make copies or extracts therefrom. The
Court may, in its discretion, prescribe any limitations or conditions with
reference to the inspection, or award such other and further relief as the Court
may deem just and proper.

7.3  Annual Statement to Stockholders.

The Board of Directors shall present at each annual meeting, and at any special
meeting of the stockholders when called for by vote of the stockholders, a full
and clear statement of the business and condition of the Corporation.

ARTICLE VIII

GENERAL MATTERS

8.1 Checks.

From time to time, the Board of Directors shall determine by resolution which
person or persons may sign or endorse all checks, drafts, other orders for
payment of money, notes or other evidences of indebtedness that are issued in
the name of or payable to the Corporation, and only the persons so authorized
shall sign or endorse those instruments.

8.2  Execution of Corporate Contracts and Instruments.

The Board of Directors, except as otherwise provided in these Bylaws, may
authorize any officer or officers, or agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
Corporation; such authority may be general or confined to specific instances.
Unless so authorized or ratified by the Board of Directors or within the agency
power of an officer, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or for any amount.

8.3  Stock Certificates; Partly Paid Shares.

The shares of the Corporation shall be represented by certificates, provided
that the Board of Directors of the Corporation may provide by resolution or
resolutions that some or all of any or all classes or series of its stock shall
be uncertificated shares. Any such resolution shall not apply to shares
represented by a certificate until such certificate is surrendered to the
Corporation. Notwithstanding the adoption of such a resolution by the Board of
Directors, every holder of stock represented by certificates and upon request
every holder of uncertificated shares shall be entitled to have a certificate
signed by, or in the name of the Corporation by the chairman

-17-



---



##### 



or vice-chairman of the Board of Directors, or
the chief executive officer or the president or vice-president,
and by the chief financial officer or an assistant treasurer, or
the secretary or an assistant secretary of the Corporation
representing the number of shares registered in certificate
form. Any or all of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent or registrar who
has signed or whose facsimile signature has been placed upon a
certificate has ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by
the Corporation with the same effect as if he or she were such
officer, transfer agent or registrar at the date of issue.

The Corporation may issue the whole or any part
of its shares as partly paid and subject to call for the
remainder of the consideration to be paid therefor. Upon the
face or back of each stock certificate issued to represent any
such partly paid shares, upon the books and records of the
Corporation in the case of uncertificated partly paid shares,
the total amount of the consideration to be paid therefor and
the amount paid thereon shall be stated. Upon the declaration of
any dividend on fully paid shares, the Corporation shall declare
a dividend upon partly paid shares of the same class, but only
upon the basis of the percentage of the consideration actually
paid thereon.

8.4     Special
Designation on Certificates.

If the Corporation is authorized to issue more
than one class of stock or more than one series of any class,
then the powers, the designations, the preferences, and the
relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights
shall be set forth in full or summarized on the face or back of
the certificate that the Corporation shall issue to represent
such class or series of stock; provided, however, that, except
as otherwise provided in Section 202 of the General Corporation
Law of Delaware, in lieu of the foregoing requirements there may
be set forth on the face or back of the certificate that the
Corporation shall issue to represent such class or series of stock a
statement that the Corporation will furnish without charge to each stockholder who
so requests the powers, the designations, the preferences, and
the relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

8.5     Lost
Certificates.

Except as provided in this Section 8.5, no
new certificates for shares shall be issued to replace a
previously issued certificate unless the latter is surrendered
to the Corporation and canceled at the same time. The
Corporation may issue a new certificate of stock or
uncertificated shares in the place of any certificate previously issued by it, alleged to have been lost, stolen or
destroyed, and the Corporation may require the owner of the
lost, stolen or destroyed certificate, or the owners legal
representative, to give the Corporation a bond sufficient to
indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate or
uncertificated shares.

-18-



---



##### 



8.6 Construction; Definitions.

Unless the context requires otherwise, the
general provisions, rules of construction, and definitions in
the Delaware General Corporation Law shall govern the
construction of these Bylaws. Without limiting the generality of
this provision, the singular number includes the plural, the
plural number includes the singular, and the term
person includes both a corporation and a natural
person.

8.7 Dividends.

The directors of the Corporation, subject to any
restrictions contained in (a) the General Corporation Law
of Delaware or (b) the Certificate of Incorporation, may
declare and pay dividends upon the shares of its capital stock.
Dividends may be paid in cash, in property, or in shares of the
Corporations capital stock.

The directors of the Corporation may set apart
out of any of the funds of the Corporation available for
dividends a reserve or reserves for any proper purpose and may
abolish any such reserve. Such purposes shall include but not be
limited to equalizing dividends, repairing or maintaining any
property of the Corporation, and meeting contingencies.

8.8 Fiscal Year.

The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors and may be changed by
the Board of Directors.

8.9 Seal.

The Corporation may adopt a corporate seal, which
may be altered at pleasure, and may use the same by causing it
or a facsimile thereof, to be impressed or affixed or in any
other manner reproduced.

8.10 Transfer of Stock.

Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession,
assignation or authority to transfer, it shall be the duty of
the Corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate, and record the
transaction in its books.

8.11 Stock Transfer Agreements.

The Corporation shall have power to enter into
and perform any agreement with any number of stockholders of any
one or more classes of stock of the Corporation to restrict the
transfer of shares of stock of the Corporation of any one or
more classes owned by such stockholders in any manner not
prohibited by the General Corporation Law of Delaware.

19



---



##### 



8.12 Registered Stockholders.

The Corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the
owner of shares to receive dividends and to vote as such owner,
shall be entitled to hold liable for calls and assessments the
person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of another person,
whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of Delaware.

ARTICLE IX

AMENDMENTS

The Bylaws of the Corporation may be adopted,
amended or repealed by the stockholders entitled to vote;
provided, however, that the Corporation may, in its Certificate
of Incorporation, confer the power to adopt, amend or repeal
Bylaws upon the directors. The fact that such power has been so
conferred upon the directors shall not divest the stockholders
of the power, nor limit their power to adopt, amend or repeal
Bylaws.

-20-



---



##### 



CERTIFICATE OF ADOPTION OF
AMENDED AND RESTATED BYLAWS

OF

AT ROAD, INC.

The undersigned hereby certifies
that the undersigned is the duly elected, qualified, and acting
Secretary of At Road, Inc. (the Corporation), and that the
foregoing Amended and Restated Bylaws, comprising 20 pages, were
adopted the Bylaws of the corporation on September 25, 2000, by
the Sole Stockholder of the corporation.

Executed this 3rd day of October,
2000.

/s/ James D. Fay

---

James D. Fay,
Secretary



---



##### 



Change in Number of Board Seats

At the May 16, 2002 meeting of the Board of
Directors (the Board),
the Board decreased the number of seats on the Board of Directors
from 6 to 5 effective on May 23, 2002, in connection with the
resignation of Rod Fan from the Board.

/s/ James D. Fay

James D. Fay
Secretary



---



##### 



CERTIFICATE OF AMENDMENT OF BYLAWS

OF

AT ROAD, INC.

The undersigned, being the duly acting and
appointed Secretary of At Road, Inc., a Delaware corporation
(the Company), hereby certifies that the Bylaws of
the Company were amended at a meeting of the Board of Directors
held on January 23, 2003 to amend the first sentence of
Article III, Section 3.2 of the Bylaws of the Company
to read as follows:



| |  |                                                                                       
| |  | --------------------------------------------------------------------------------------
| |  | The number of directors constituting the
    entire Board of Directors shall be six.

Dated: January 23, 2003



| |                 
| | ----------------
| | /s/ James D. Fay
| |                 
| | James D. Fay    
| | Secretary