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AMENDED AND RESTATED

BYLAWS

OF

XO COMMUNICATIONS, INC.

These Bylaws are intended to conform to the mandatory requirements of the
General Corporation Law of Delaware (the Act). Any ambiguity arising between
these Bylaws and the discretionary provisions of the Act shall be resolved in
favor of the application of the Act.




ARTICLE I.

STOCKHOLDERS

Section 1. Place. Stockholders meetings shall be held at the registered
office of the Corporation unless a different place shall be designated by the
Board of Directors.

Section 2. Annual Meeting. The annual meeting of the Stockholders shall be
held on the date and time designated by the Board of Directors. The meeting
shall be held for the purpose of electing Directors and for the transaction of
such other business as may come before the meeting, whether stated in the
notice of meeting or not, except as otherwise expressly stated in the
Certificate of Incorporation. If the election of Directors shall not be held on
the day designated herein, the Board of Directors shall cause the election to
be held at a special meeting of the Stockholders on the next convenient day.

Section 3. Special Meetings. Special meetings of the Stockholders may be
called by the President or the Board of Directors for any purpose at any time,
and shall be called by the President at the request of the holders of shares
entitled to cast at least 10% of votes eligible to be cast. Special meetings
shall be held at such place or places within or without the state of Delaware
as shall be designated by the Board of Directors and stated in the notice of
such meeting. At a special meeting no business shall be transacted and no
corporate action shall be taken other than that stated in the notice of the
meeting.

Section 4. Notice. Written or printed notice stating the place, hour and
day of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less than ten (10) days
nor more than sixty (60) days before the date of the meeting, either personally
or by mail, by or at the direction of the President, the Secretary, or the
officer or persons calling the meeting to each Stockholder of record entitled
to vote at such meeting, or for such other notice period as may be required by
the Act. Such notice and the effective date thereof shall be determined as
provided in the Act.

Section 5. Notice of Stockholder Business at Annual Meeting.





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(a)  At an annual meeting of the Stockholders, only such business shall be
conducted as shall have been brought before the meeting (i) pursuant to the
Corporations notice of meeting, (ii) by or at the direction of a majority of
the members of the Board of Directors, or (iii) by any Stockholder of the
Corporation who is a Stockholder of record at the time of giving of notice
provided for in paragraph (b) of this Section 5, who shall be entitled to vote
at such meeting, and who complies with the notice procedures set forth in
paragraph (b) of this Section 5.

(b)  For business to be properly brought before an annual meeting by a
Stockholder, including, without limitation, the nomination of a person or
persons for election to the Board of Directors, pursuant to clause (iii) of
paragraph (a) of this Section 5, the Stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation at the Corporations
principal place of business. To be timely, a Stockholders notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than ninety (90) days nor more than one hundred twenty
(120) days prior to the first anniversary of the preceding years annual
meeting; provided, however, that in the event that the date of the meeting is
changed by more than thirty (30) days from such anniversary date, notice by the
Stockholder to be timely must be received no later than the close of business
on the tenth (10th) day following the earlier of the day on which notice of the
date of the meeting was mailed or public disclosure of the meeting date was
made. A Stockholders notice to the Secretary with respect to business to be
brought at an annual meeting shall set forth (1) the nature of the proposed
business with reasonable particularity, including the exact text of any
proposal to be presented for adoption, and the reasons for conducting that
business at the annual meeting, (2) with respect to each such Stockholder, that
Stockholders name and address (as they appear on the records of the
Corporation), business address and telephone number, residence address and
telephone number, and the number of shares of each class of capital stock of
the Corporation beneficially owned by that Stockholder, (3) any material
interest of the Stockholder in the proposed business, (4) 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 (5) a representation that such Stockholder
intends to appear in person or by proxy at the annual meeting to bring such
business before the meeting.

In addition to the information required above to be given by a Stockholder
who intends to submit business to a meeting of stockholders, if the business to
be submitted is the nomination of a person or persons for election to the Board
of Directors then such Stockholders notice must also set forth, as to each
person whom the Stockholder proposes to nominate for election as a director,
(i) the name, age, business address and, if known, residence address of such
person, (ii) the principal occupation or employment of such person,(iii) the
class and number of shares of equity securities of the Corporation which are
beneficially owned by such person, (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 by the rules and regulations of
the Securities and Exchange





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Commission promulgated under the Securities Exchange Act of 1934, as amended,
and (v) the written consent of such person to be named in the proxy statement
as a nominee

(c)  Notwithstanding anything in these Bylaws to the contrary, no business
shall be conducted at an annual meeting except in accordance with the
procedures set forth in this Section 5. The chairman of an annual meeting
shall, if the facts warrant, determine and declare to the meeting that business
was not properly brought before the meeting and in accordance with the
procedures prescribed by these Bylaws, and if he should so determine, he shall
so declare to the meeting and any such business not properly brought before the
meeting shall not be transacted. Nothing in this Section 5 shall relieve a
Stockholder who proposes to conduct business at an annual meeting from
complying with all applicable requirements, if any, of the Securities Exchange
Act of 1934, and the rules and regulations thereunder.

Section 6. Quorum. A majority of votes entitled to be cast by the shares
issued, outstanding and entitled to vote upon the subject matter at the time of
the meeting, represented in person or by proxy, shall constitute a quorum for
the transaction of business at any meeting of the Stockholders.

Section 7. Adjourned Meetings. If there is no quorum present at any annual
or special meeting the Stockholders present may adjourn to such time and place
as may be decided upon by the holders of the majority of the shares present, in
person or by proxy, and notice of such adjournment shall be given in accordance
with Section 4 of this Article, but if a quorum is present, adjournment may be
taken from day to day or to such time and place as may be decided and announced
by a majority of the Stockholders present, and subject to the requirements of
the Act, no notice of such adjournment need be given. At any such adjourned
meeting at which a quorum is present, any business may be transacted which
could have been transacted at the meeting originally called.

Section 8. Voting. Each Stockholder entitled to vote on the subject
matter shall be entitled to that number of votes provided in the Certificate of
Incorporation for each share of stock standing in the name of the Stockholder
on the books of the Corporation at the time of the closing of the Transfer
Books for said meeting, whether represented and present in person or by proxy.
The affirmative vote of the holders of a majority of the shares of each class
represented at the meeting and entitled to vote on the subject matter shall be
the act of the Stockholders. The Stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding
the withdrawal of enough Stockholders to leave less than a quorum.

The secretary shall prepare and make, at least ten days before every
election of directors, a complete list of the Stockholders entitled to vote,
arranged in alphabetical order and showing the address of each Stockholder and
the number of shares of each Stockholder. Such list shall be open at the
offices of the Corporation for said ten days, to the examination of any
Stockholder, and shall be produced and kept at the time and place of election
during the whole time thereof, and subject to the inspection of any Stockholder
who may be present.





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Section 9. Proxies. At all meetings of Stockholders, a Stockholder may
vote in person or by proxy executed in writing by the Stockholder or by his
duly authorized attorney in fact. No proxy shall be valid after eleven (11)
months from the date of its execution, unless otherwise provided in the proxy.

Section 10. Record Date. The Board of Directors is authorized to fix in
advance a date not exceeding sixty (60) days nor less than ten (10) days
preceding the date of any meeting of the Stockholders, or the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining the consent Stockholders for any
purposes, as a record date for the determination of the Stockholders entitled
to notice of, and to vote at, any such meeting, and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock, or to give such consent, and, in such case, such
Stockholders and only such Stockholders as shall be Stockholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, and any adjournment thereof, or to receive payment of such dividend,
or to receive such allotment of rights, or to exercise such rights, or to give
such consent, as the case may be, notwithstanding any transfer of any stock on
the books of the Corporation, after such record date fixed pursuant to this
Section.

Section 11. Conduct of Meetings. The Chairman of the Board of Directors
or, in his absence the Chief Executive Officer, President, or the
Vice-President designated by the Chairman of the Board, shall preside at all
regular or special meetings of Stockholders. To the maximum extent permitted by
law, such presiding person shall have the power to set procedural rules,
including but not limited to rules respecting the time allotted to Stockholders
to speak, governing all aspects of the conduct of such meetings.

ARTICLE II.

DIRECTORS

Section 1. In General. The business and affairs of the Corporation shall
be managed by a Board of Directors initially consisting of seven (7) directors
designated in accordance with the Third Amended Plan of Reorganization of the
Corporation, dated July 22, 2002, and thereafter shall consist of such number
as may be fixed from time to time by resolution of the Board of Directors. The
members of the first Board of Directors shall hold office, subject to removal
as hereinafter provided, until the first annual meeting of the Stockholders and
until their successor(s) shall have been elected and qualified. Thereafter, the
term of the Directors shall begin upon each Directors election by the
Stockholders as provided in Article I, Section 7 above, and shall continue
until his successor shall have been elected and qualified.

Section 2. Powers. The corporate powers, business, property and interests
of the Corporation shall be exercised, conducted and controlled by the Board of
Directors,





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which shall have all power necessary to conduct, manage and control its
affairs, and to make such rules and regulations as it may deem necessary as
provided by the Act; to appoint and remove all officers, agents and employees;
to prescribe their duties and fix their compensation; to call special meetings
of Stockholders whenever it is deemed necessary by the Board, to incur
indebtedness and to give securities, notes and mortgages for same. It shall be
the duty of the Board to cause a complete record to be kept of all the minutes,
acts, and proceedings of its meetings.

Section 3. Vacancies. Vacancies in the Board of Directors, whether as a
result of resignation or removal of a director, as hereinafter provided, or as
a result of an increase in the number of Directors may be filled by the
affirmative vote of a majority of the remaining Directors even though less than
a quorum of the Board of Directors or by the Stockholders Any person elected to
fill a vacancy shall hold office, subject to removal as hereinafter provided,
until the next annual election until his successor is elected and qualifies.

Section 4. Annual Meeting. There shall be an annual meeting of the Board
of Directors which shall be held immediately after the annual meeting of the
Stockholders and at such place as determined by the Board of Directors.

Section 5. Special Meeting. Special meetings may be called from time to
time by the President or any one of the Directors. Any business may be
transacted at any special meeting.

Section 6. Quorum. A majority of the Directors shall constitute a quorum.
The act 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. If less than a quorum is
present at a meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice, other than announcement at
the meeting, until a quorum shall be present. Interested Directors may be
counted for quorum purposes.

Section 7. Notice and Place of Meetings. Notice of all Directors meetings
shall be given in accordance with the Act. No notice need be given of any
annual meeting of the Board of Directors. One day prior notice shall be given
for all special meetings of the Board, but the purpose of special meetings need
not be stated in the notice. Meetings of the Board of Directors may be held at
the principal office of the corporation, or at such other place as shall be
stated in the notice of such meeting. Members of the Board of Directors, or any
committee designated by the board of directors, shall, except as otherwise
provided by law, the Certificate of Incorporation or these Bylaws, have the
power to participate in a meeting of the board of Director, or any committee,
by means of a conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each other, and such
participation shall constitute presence in person at this meeting.

Section 8. Compensation. By resolution of the Board of Directors, each
Director may either be reimbursed for his expenses, if any, for attending each
meeting of the Board of





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Directors or may be paid a fixed fee for attending each meeting of the Board of
Directors, or both. No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation therefor.

Section 9. Removal or Resignation of Directors. Any Director may resign by
delivering written notice of the resignation to the Board of Directors or an
officer of the Corporation. All or any number of the Directors may be removed,
with or without cause, at a meeting expressly called for that purpose by a vote
of the holders of the majority of the shares then entitled to vote at an
election of Directors.

Section 10. Presumption of Assent. A Director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken, unless
his dissent shall be manifested in the manner required by the Act. Such right
to dissent shall not apply to a Director who voted in favor of such action.

ARTICLE III.

COMMITTEES.

Section 1. Executive Committee. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate two or more of their number
to constitute an Executive Committee to hold office at the pleasure of the
Board, which Committee shall, during the intervals between meetings of the
Board of Directors, have and exercise all of the powers of the Board of
Directors in the management of the business and affairs of the Corporation,
subject only to such restrictions or limitations as the Board of Directors may
from time to time specify, or as limited by the Act, and shall have power to
authorize the seal of the Corporation to be affixed to all papers which may
require it.

Any member of the Executive Committee may be removed at any time, with or
without cause, by a resolution of a majority of the whole Board of Directors.

Any person ceasing to be a director shall ipso facto cease to be a member
of the Executive Committee.

Any vacancy in the Executive Committee occurring from any cause whatsoever
may be filled from among the directors by a resolution of a majority of the
whole Board of Directors.

Section 2. Other Committees. Other committees of one or more Directors
may be appointed by the Board of Directors or the Executive Committee, which
committees shall hold office for such time and have such powers and perform
such duties as may from time to time be assigned to them by the Board of
Directors or the Executive Committee. Any member of such a committee may
be removed at any time, with or without cause, by the Board of Directors or the
Executive Committee. Any vacancy in a committee





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occurring from any cause whatsoever may be filled by the Board of Directors or
the Executive Committee.

Section 3. Resignation. Any member of a committee may resign at any time.
Such resignation shall be made in writing and shall take effect at the time
specified therein, or, if no time be specified, at the time of its receipt by
the President or Secretary. The acceptance of a resignation shall not be
necessary to make it effective unless so specified therein.

Section 4. Quorum. A majority of the members of a committee shall
constitute a quorum. The act of a majority of the members of a committee
present at any meeting at which a quorum is present shall be the act of such
committee. The members of a committee shall act only as a committee, and the
individual members thereof shall not have any powers as such.

Section 5. Record of Proceedings, etc. Each committee shall keep a record
of its acts and proceedings, and shall report the same to the Board of
Directors when and as required by the Board of Directors.

Section 6. Organization, Meetings, Notices, etc. A committee may hold its
meetings at the principal office of the Corporation, or at any other place
which a majority of the committee may at any time agreed upon. Each committee
may make such rules as it may deem expedient for the regulation and carrying on
of its meetings and proceedings. Unless otherwise ordered by the Board of
Directors or the Executive Committee, any notice of a meeting of such committee
may be given by the Secretary of the Corporation or by the chairman of the
committee and shall be sufficiently given if mailed to each member at his
residence or usual place of business or if sent to him at such place by
facsimile, telegraph or cable, or delivered personally or by telephone at least
twenty-four (24) hours before the time at which the meeting is to be held.

Section 7. Compensation. The members of any committee shall be entitled
to such compensation as may be allowed them by resolution of the Board of
Directors.

ARTICLE IV

OFFICERS AND AGENTS  GENERAL PROVISIONS

Section 1. Number, Election and Term. Officers of the Corporation shall be
a Chairman of the Board, Chief Executive Officer, President, Vice-President,
Secretary, Assistant Secretary, Treasurer and Assistant Treasurer. Officers
shall be elected by the Board of Directors at its first meeting, and at each
regular annual meeting of the Board of Directors thereafter. Each officer shall
hold office until the next succeeding annual meeting of the Directors and until
his successor shall be elected and qualified. Any one person may hold more than
one office if it is deemed advisable by the Board of Directors.





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Section 2. Additional Officers and Agents. The Board of Directors may
appoint and create such other officers and agents as may be deemed advisable
and prescribe their duties.

Section 3. Resignation or Removal. Any officer or agent of the
Corporation may resign from such position by delivering written notice of the
resignation to the Board of Directors, but such resignation shall be without
prejudice to the contract rights, if any, of the Corporation. Any officer or
agent elected or appointed by the Board of Directors may be removed by the
Board of Directors whenever in its judgment the best interests of the
Corporation would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create contract rights.

Section 4. Vacancies. Vacancies in any office caused by any reason shall
be filled by the Board of Directors at any meeting by selecting a suitable and
qualified person to act during the unexpired term.

Section 5. Salaries. The salaries of all the officers, agents and other
employees of the Corporation shall be fixed by the Board of Directors and may
be changed from time to time by the Board, and no officer shall be prevented
from receiving such salary by reason of the fact that he or she is also a
Director of the Corporation. All Directors, including interested Directors, are
specifically authorized to participate in the voting of such compensation
irrespective of their interest.

ARTICLE V

DUTIES OF THE OFFICERS

Section 1. Chairman of the Board. The Chairman of the Board, if any,
shall be a member of the Board of Directors and, subject to Sections 2 and 3 of
this Article V, shall preside at all meetings of the Stockholders and
Directors; perform all duties required by the Bylaws of the Corporation, and as
may be assigned from time to time by the Board of Directors; and shall make
such reports to the Board of Directors and Stockholders as may be required.

Section 2. Chief Executive Officer. The Chief Executive Officer, if any,
shall have general charge and control of the affairs of the Corporation subject
to the direction of the Board of Directors; sign as President all Certificates
of Stock of the Corporation; perform all duties required by the Bylaws of the
Corporation, and as may be assigned from time to time by the Board of
Directors; and shall make such reports to the Board of Directors and
Stockholders as may be required. In addition, if no Chairman of the Board is
elected by the Board or if the Chairman is unavailable, the Chief Executive
Officer shall perform all the duties required of such officer by these Bylaws.

Section 3. President. The President shall, if no Chief Executive Officer
shall have been appointed or if the Chief Executive Officer is unavailable,
perform all of the duties





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of the Chief Executive Officer. If a Chief Executive Officer shall have been
appointed, the President shall perform such duties as shall be assigned by the
Board of Directors, and in the case of absence, death or disability of the
Chief Executive Officer, shall perform and be vested with all of the duties and
powers of the Chief Executive Officer, until the Chief Executive Officer shall
have resumed such duties or the Chief Executive Officers successor shall have
been appointed.

Section 4. Vice President. The Vice President, or any of them, shall
perform such duties as shall be assigned by the Board of Directors, and in the
case of absence, disability or death of the President, the Vice President shall
perform and be vested with all the duties and powers of the President, until
the President shall have resumed such duties or the Presidents successor is
elected. In the event there is more than one Vice President, the Board of
Directors may designate one or more of the Vice Presidents as Executive Vice
Presidents, who, in the event of the absence, disability or death of the
President shall perform such duties as shall be assigned by the Board of
Directors.

Section 5. Secretary. The Secretary shall keep a record of the proceedings
at the meetings of the Stockholders and the Board of Directors and shall give
notice as required in these Bylaws of all such meetings; have custody of all
the books, records and papers of the Corporation, except such as shall be in
charge of the Treasurer or some other person authorized to have custody or
possession thereof by the Board of Directors; sign all Certificates of Stock of
the Corporation; from time to time make such reports to the officers, Board of
Directors and Stockholders as may be required and shall perform such other
duties as the Board of Directors may from time to time delegate. In addition,
if no Treasurer is elected by the Board, the Secretary shall perform all the
duties required of the office of Treasurer by the Act and these Bylaws.

Section 6. Treasurer. The Treasurer shall keep accounts of all monies of
the Corporation received or disbursed; from time to time make such reports to
the officers, Board of Directors and Stockholders as may be required, perform
such other duties as the Board of Directors may from time to time delegate.

Section 7. Assistant Secretary. The Assistant Secretary, if any, shall
assist the Secretary in all duties of the office of Secretary. In the case of
absence, disability or death of the Secretary, the Assistant Secretary shall
perform and be vested with all the duties and powers of the Secretary, until
the Secretary shall have resumed such duties or the Secretarys successor is
elected.

Section 8. Assistant Treasurer. The Assistant Treasurer, if any, shall
assist the Treasurer in all duties of the office of Treasurer. In the case of
absence, disability or death of the Treasurer, the Assistant Treasurer shall
perform and be vested with all the duties and powers of the Secretary, until
the Treasurer shall have resumed such duties or the Treasurers successor is
elected.





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ARTICLE VI.

STOCK

Section 1. Certificates. The shares of stock of the Corporation shall be
evidenced by an entry in stock transfer records of the Corporation, and may be
represented by stock certificates in a form adopted by the Board of Directors
and every person who shall become a Stockholder shall be entitled, upon
request, to a certificate of stock. All certificates shall be consecutively
numbered by class. Certificates, if any, shall be signed by the Chairman of the
Board of Directors, the President or one of the Vice Presidents, and the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer,
provided, however, that where such certificates are signed by a transfer agent
or an assistant transfer agent or by a transfer clerk acting on behalf of the
corporation and a registrar, the signature of any such officer may be
facsimile. If the Corporation shall be authorized to issue more than one class
of stock or more than one series of any class, the designations, preferences
and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restriction of
such preferences and/or rights shall be set forth in full or summarized on the
face or back of the certificate which the Corporation shall issue to represent
such class or series of stock, provided that, except as otherwise provided in
Section 202 of the Act, in lieu of the foregoing requirements, there may be set
forth on the face or back of the certificate which 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
designations, preferences and 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.

Section 2. Transfer of Certificates. Any certificates of stock
transferred by endorsement shall be surrendered, canceled and new certificates
issued to the purchaser or assignee.

Section 3. Transfer of Shares. Shares of stock shall be transferred only
on the books of the Corporation by the holder thereof, in person or by his
attorney, and no transfers of certificates of stock shall be binding upon the
Corporation until this Section and, with respect to certificated shares,
Section 2 of this Article are met to the satisfaction of the Secretary of the
Corporation. The Board of Directors may make other and further rules and
regulations concerning the transfer and registration of shares of the
Corporation, and may appoint a transfer agent or registrar or both and may
require all certificates of stock to bear the signature of either or both. The
stock ledgers of the Corporation, containing the names and addresses of the
Stockholders and the number of shares held by them respectively, shall be kept
at the principal offices of the Corporation or at the offices of the transfer
agent of the Corporation.

Section 4. Lost Certificates. In the case of loss, mutilation or
destruction of a certificate of stock, a duplicate certificate may be issued
upon such terms as the Board of Directors shall prescribe.





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Section 5. Dividends. The Board of Directors may from time to time
declare, and the Corporation may then pay, dividends on its outstanding shares
in the manner and upon the terms and conditions provided by the Act and in its
Certificate of Incorporation.

Section 6. Working Capital. Before the payment of any dividends or the
making of any distributions of the net profits, the Board of Directors may set
aside out of the net profits of the Corporation such sum or sums as in their
discretion they think proper, as a working capital or as a reserve fund to meet
contingencies. The Board of Directors may increase, diminish or vary the
capital of such reserve fund in their discretion.

ARTICLE VII.

SEAL

There shall be no corporate seal.

ARTICLE VIII.

WAIVER OF NOTICE

Whenever any notice is required to be given to any Stockholder or Director
of the Corporation, a waiver signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be equivalent to
the giving of such notice.

ARTICLE IX.

ACTION BY STOCKHOLDERS OR DIRECTORS
WITHOUT A MEETING

Any action required to be taken at a meeting of the Stockholders of the
Corporation, or any other action which may be taken at a meeting of the
Stockholders, may be taken without a meeting, if a consent in writing setting
forth the actions 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 with respect to the subject matter thereof. Such
consent shall have the same effect and force as a vote of said Stockholders.

Any action required to be taken at a meeting of the Board of Directors of
the Corporation, or any other action which may be taken at a meeting of the
Board of Directors, or any committee thereof, may be taken without a meeting if
a consent in writing setting forth the actions so taken shall be signed by all
of the members of the Board of Directors or committee, as the case may be. Such
consent shall have the same effect and force as a unanimous vote of said
Directors or committee.





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ARTICLE X.

MISCELLANEOUS

Section 1. Fiscal Year. The fiscal year of the Corporation shall be
fixed, and may be changed, by resolution of the Board of Directors.

Section 2. Notices. Except as otherwise expressly provided, any notice
required by these Bylaws to be given shall be sufficient if given as provided
in the General Corporation Law of Delaware.

Section 3. Waiver of Notice. Any Stockholder or director may at any time,
by writing or by fax, waive any notice required to be given under these Bylaws,
and if any Stockholder or director shall be present at any meeting his presence
shall constitute a waiver of such notice.

Section 4. Voting Stock of Other Corporations. Except as otherwise
ordered by the Board of Directors, the Chairman of the Board, Chief Executive
Officer, President, Secretary or Treasurer, or any Vice President, Assistant
Secretary or Assistant Treasurer, shall have full power and authority on behalf
of the Corporation to attend and to act and to vote at any meeting of the
Stockholders of any corporation of which the Corporation is a Stockholder and
to execute a proxy to any other person to represent the Corporation at any such
meeting, and at any such meeting such person shall possess and may exercise any
and all rights and powers incident to ownership of such stock and which, as
owner thereof, the Corporation might have possessed and exercised if present.

ARTICLE XI.

AMENDMENTS

The Board of Directors shall have the power to make, rescind, alter, amend
and repeal these Bylaws, provided, however, that the Stockholders shall have
power to rescind, alter, amend or repeal any bylaws and enact bylaws which if
so expressed shall not be rescinded, altered, amended or repealed by the Board
of Directors.