**EXHIBIT
      3.2**




**Amended
      and Restated Bylaws of**


**aeroTelesis,
      Inc.**





ARTICLE
      I - OFFICES





The
      principal office of the Corporation shall be located in the City, County and
      State so provided in the Certificate of Incorporation. The Corporation may
      also
      maintain offices at such other places within or without the State of Delaware
      as
      the Board of Directors may, from time to time, determine and the business may
      require.





ARTICLE
      II - SHAREHOLDERS





1. Annual
      Meetings .
      (a)
      Time and Place. The Annual Meeting of the Shareholders of the Corporation,
      for
      the election of directors to succeed those whose terms expire and for the
      transaction of such other business as may properly come before the meeting,
      shall be held at such place, on such date, and at such time as the Board of
      Directors shall each year fix, which date shall be within thirteen (13) months
      of the last annual meeting of Shareholders or, if no such meeting has been
      held,
      the date of incorporation.





(b) Notice.
      Written notice at the address last shown on the books of the Corporation stating
      the place, day and hour of the meeting, and in the case of a Special Meeting,
      the purpose 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 at the direction of the President, Secretary or
      other officer or person calling the meeting; except that if the authorized
      shares of the Corporation are to be increased, at least thirty (30) days notice
      shall be given.





2. Special
      Meetings .
      Special
      Meetings of the Shareholders may be called by the chief executive officer or
      Board of Directors and shall be held at such place, on such date, and at such
      time as they or he or she shall fix for the purpose or purposes prescribed
      in
      the notice of the meeting.





3. Waiver
      of Notice .
      Notice
      of any meeting need not be given to any shareholder who submits a signed waiver
      of notice either before or after a meeting. The attendance of any shareholder
      at
      a meeting, in person or by proxy, shall constitute a waiver of notice by such
      shareholder.





4. Quorum .
      A
      quorum at all meetings of Shareholders shall consist of a majority of the
      Shareholders entitled to vote (of record), represented in person or by
      proxy.





5. Record
      Date .
      In
      order to determine the Shareholders of record of the Corporation’s stock who are
      entitled to notice of meetings, to vote at a meeting or adjournment thereof,
      and
      to receive payment of any dividend, or to make a determination of the
      Shareholders of record for any other proper purpose, the Board of Directors
      of
      the Corporation may fix a date as the record date for such determination of
      Shareholders, such date in any case to be not more than sixty (60) days prior
      to
      the date of action which requires such determination, nor in the case of a
      Shareholders’ meeting, not less than ten (10) days in advance of such
      meeting.





6. Voting .
      (a)
      Except as otherwise provided by statute or by the Certificate of Incorporation,
      (i) directors shall be elected by a plurality of the votes cast; and (ii) all
      other corporate action to be taken by vote of the shareholders, shall be
      authorized by a majority of votes cast; at a meeting of shareholders by the
      holders of shares entitled to vote thereon.





(b) Except
      as
      otherwise provided by statute or by the Certificate of Incorporation, at each
      meeting of shareholders, each holder of record of shares of the Corporation
      entitled to vote, shall be entitled to one vote for each share of stock
      registered in his name on the books of the Corporation.





(c) Each
      shareholder entitled to vote or to express consent or dissent without a meeting,
      may do so by proxy; provided, however, that the instrument authorizing such
      proxy to act shall have been executed in writing by the shareholder himself,
      or
      by his attorney-in-fact duly authorized in writing. No proxy shall be voted
      or
      acted upon after three (3) years, unless the proxy shall specify the length
      of
      time it is to continue in force. The proxy shall be delivered to the Secretary
      at the meeting and shall be filed with the records of the Corporation. Every
      proxy shall be revocable at the pleasure of the shareholder executing it, unless
      the proxy states that it is irrevocable, except as otherwise provided by
      law.





(d) Any
      action that my be taken by vote may be taken without a meeting on written
      consent. Such action shall constitute action by such shareholders with the
      same
      force and effect as if the same had been approved at a duly called meeting
      of
      shareholders and evidence of such approval signed by all of the shareholders
      shall be inserted in the Minute Book of the Corporation.










ARTICLE
      III - BOARD OF DIRECTORS





1. Number .
      The
      number of the directors of the Corporation shall be such number as the Board
      of
      Directors shall from time to time have designated, except that in the absence
      of
      any such designation, such number shall be two (2). Whenever the authorized
      number of directors is increased between annual meetings of the shareholders,
      a
      majority of the directors then in office shall have the power to elect such
      new
      director(s) for the balance of a term and until their successors are elected
      and
      qualified.





2. Election .
      Except
      as may otherwise be provided herein or in the Certificate of Incorporation,
      the
      members of the Board need not be shareholders and shall be elected by a majority
      of the votes cast at a meeting of shareholders, by the holders of shares
      entitled to vote in the election.





3. Term
      of Office .
      Each
      director shall hold office until the annual meeting of the shareholders next
      succeeding his election, and until his successor is elected and qualified,
      or
      until his prior death, resignation or removal.





4. Duties
      and Powers .
      The
      Board shall be responsible for the control and management of the affairs,
      property and interests of the Corporation, and may exercise all powers of the
      Corporation, except those powers expressly conferred upon or reserved to the
      shareholders. The Board of Directors may, except as otherwise required by law,
      exercise all such powers and do all such acts and things as may be exercised
      or
      done by the Corporation, including, without limiting the generality of the
      foregoing, the unqualified power:





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





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





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





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





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





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





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





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





5. Annual
      Meetings .
      Regular
      annual meetings of the Board shall be held immediately following the annual
      meeting of shareholders.





6. Regular
      Meetings and Notice .
      The
      Board may provide by resolution for the holding of regular meetings of the
      Board
      of Directors, and may fix the time and place thereof.





Notice
      of
      regular meetings shall not be required to be given and, if given, need not
      specify the purpose of the meeting; provided, however, that in case the Board
      shall fix or change the time or place of any regular meeting, notice of such
      action shall be given to each director who shall not have been present at the
      meeting at which such action was taken within the time limited, and in the
      manner set forth at Section 7 of this Article III, unless such notice shall
      be
      waived.





7. Special
      Meetings and Notice .
      (a)  Special
      meetings of the Board shall be held whenever called by the President or by
      one
      of the directors, at such time and place as may be specified in the respective
      notices or waivers of notice thereof.





(b) Notices
      of special meeting shall be mailed directly to each director, addressed to
      him
      at the address designated by him for such purpose at least two (2) business
      days
      before the day on which the meeting is to be held, or delivered to him
      personally or given to him orally, not later than the business day before the
      day on which the meeting is to be held.





(c) Notice
      of
      a special meeting shall not be required to be given to any director who shall
      attend such meeting, or who submits a signed waiver of notice.




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8. Chairman .
      At all
      meetings of the Board, the Chairman, if present, shall preside. If there shall
      be no Chairman, or he shall be absent, then the President shall preside. In
      his
      absence, the Chairman shall be chosen by the Directors present.





9. Quorum
      and Adjournments .
      (a) At
      all meetings of the Board, the presence of a majority of the entire Board shall
      be necessary to constitute a quorum for the transaction of business, except
      as
      otherwise provided by law, by the Certificate of Incorporation, or by these
      bylaws. Participation of any one or more members of the Board by means of a
      conference telephone or similar communications equipment, allowing all persons
      participating in the meeting to hear each other at the same time, shall
      constitute presence in person at any such meeting.





(b) A
      majority of the directors present at any regular or special meeting, although
      less than a quorum, may adjourn the same from time to time without notice,
      until
      a quorum shall be present.





10. Manner
      of Acting .
      (a) At
      all meetings of the Board, each director present shall have one
      vote.





(b) Except
      as
      otherwise provided by law, the Certificate of Incorporation, or these bylaws,
      the action of a majority of the directors present at any meeting at which a
      quorum is present shall be the act of the Board. Any action authorized, in
      writing, by all of the directors entitled to vote thereon and filed with the
      minutes of the Corporation shall be the act of the Board with the same force
      and
      effect as if the same had been passed by unanimous vote at a duly called meeting
      of the Board.





11. Vacancies .
      If the
      office of any director becomes vacant by reason of death, resignation,
      disqualification, removal or other cause, a majority of the directors remaining
      in office, although less than a quorum, may elect a successor for the unexpired
      term and until his or her successor is elected and qualified. Any Director
      may
      resign at any time by giving written notice to the President or to the Secretary
      of the Corporation. Such resignation shall take effect at the time specified
      in
      such written notice, such resignations shall take effect upon receipt thereof
      by
      the Board or such officer, and the acceptance of such resignation shall not
      be
      necessary to make it effective.





12. Removal .
      Any
      director may be removed, with or without cause, at any time by the holders
      of a
      majority of the shares then entitled to vote at an election of directors, at
      a
      special meeting of the shareholders called for that purpose, and may be removed
      for cause by action of the Board.





13. Compensation .
      Directors, as such, may receive, pursuant to the resolution of the Board of
      Directors, fixed fees and other compensation for their services as directors,
      including, without limitation, their services as members of committees of the
      Board of Directors. Nothing herein contained shall be construed to preclude
      any
      director from serving the Corporation in any other capacity and receiving
      compensation therefor.





14. Contracts .
      (a) No
      contract or other transaction between this Corporation and any other business
      shall be affected or invalidated, nor shall any director be liable in any way
      by
      reason of the fact that a director of this Corporation is interested in, or
      is
      financially interested in such other business, provided such fact is disclosed
      to the Board.





(b) Any
      director may be a party to or may be interested in any contract or transaction
      of this Corporation individually, and no director shall be liable in any way
      by
      reason of such interest, provided that the fact of such participation or
      interest be disclosed to the Board and provided that the Board shall authorize
      or ratify such contract or transaction by the vote not counting the vote of
      any
      such director) of a majority of a quorum, notwithstanding the presence of any
      such director at the meeting at which such action is taken. Such director may
      be
      counted in determining the presence of a quorum at such meeting. This Section
      shall not be construed to invalidate or in any way affect any contract or other
      transaction which would otherwise be valid under the law applicable
      thereto.





15. Committees .
      The
      Board, by resolution adopted by a majority of the entire Board, may from time
      to
      time designate from among its members an executive committee and such other
      committees, and alternate members thereof, as they deem desirable, each
      consisting of three or more members, which such powers and authority (to the
      extent permitted by law) as may be provided in such resolution. Each such
      committee shall remain in existence at the pleasure of the Board. Participation
      of any one or more members of a committee by means of a conference telephone
      or
      similar communications equipment allowing all persons participating in the
      meeting to hear each other at the same time, shall constitute a director's
      presence in person at any such meeting. Any action authorized in writing by
      all
      of the members of a committee and filed with the minutes of the committee shall
      be the act of the committee with the same force and effect as if the same had
      been passed by unanimous vote at a duly called meeting of the
      committee.




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ARTICLE
      IV - OFFICERS





1. Number
      and Qualifications .
      The
      Officers of the Corporation shall be a President, Secretary, Treasurer and
      one
      (1) or more Vice-Presidents, Assistant Secretaries or Assistant Treasurers,
      at
      the discretion of the Board of Directors. In addition, there may be such
      subordinate Officers as the Board of Directors may deem necessary.





2. Election .
      The
      officers of the Corporation shall be elected by the Board at the regular annual
      meeting of the Board following the annual meeting of shareholders and shall
      hold
      office until his or her successor is elected and qualified or until his or
      her
      earlier resignation or removal. Any number of offices may be held by the same
      person.





3. Term
      of Office .
      Each
      officer shall hold office until the annual meeting of the Board next succeeding
      his election, and until his successors shall have been elected and qualified,
      or
      until his death, resignation or removal.





4. Resignation .
      Any
      officer may resign at any time by giving written notice thereof to the Board,
      the President or the Secretary of the Corporation. Such resignation shall take
      effect upon receipt thereof by the Board or by such officer, unless otherwise
      specified in such written notice. The acceptance of such resignation shall
      not
      be necessary to make it effective.





5. Removal .
      Any
      officer, whether elected or appointed by the Board, may be removed by the Board,
      either with or without cause, and a successor elected by the Board at any
      time.





6. Vacancies .
      A
      vacancy in any office by reason of death, resignation, inability to act,
      disqualification, or any other cause, may at any time be filled for the
      unexpired portion of the term by the Board.





7. Duties .
      Unless
      otherwise provided by the Board, officers of the Corporation shall each have
      such powers and duties as generally pertain to their respective offices, such
      powers and duties as may be set forth in these bylaws, and such powers and
      duties as may be specifically provided for by the Board. The President shall
      be
      the chief executive officer of the Corporation.




8. Sureties
      and Bonds .
      At the
      request of the Board, any officer, employee or agent of the Corporation shall
      execute for the Corporation a bond in such sum, and with such surety as the
      Board may direct, conditioned upon the faithful performance of his duties to
      the
      Corporation, including responsibility for negligence and for the accounting
      for
      all property, funds or securities of the Corporation which may come into his
      hands.





9. Shares
      of other Corporations .
      Whenever the Corporation is the holder of shares of any other corporation,
      any
      right or power of the Corporation as such shareholder shall be exercised on
      behalf of the Corporation in such manner as the Board may
      authorize.





ARTICLE
      V - SHARES OF STOCK





1. Certificates .
      The
      shares of stock shall be represented by consecutively numbered certificates
      signed in the name of the Corporation by its President and the Secretary and
      shall be sealed with the seal of the Corporation, or with a facsimile thereof.
      No certificate shall be issued until the shares represented thereby are fully
      paid. The Board may authorize the issuance of certificate for fractions of
      a
      share which shall entitle the holder to exercise voting rights, receive
      dividends and participate in liquidating distributions, in proportion to the
      fractional holdings.





2. Lost,
      Destroyed or Stolen Certificates .
      No
      certificates for shares of stock in the Corporation shall be issued in place
      of
      any certificate alleged to have been lost, destroyed or stolen except on
      production of evidence satisfactory to the Board of Directors of such loss,
      destruction or theft; and if the Board of Directors so requires, upon the
      furnishing of an indemnity bond in such amount and with such terms and such
      surety as the Board of Directors may, in its discretion, require.





3. Transfer
      of Shares .  (a)  Upon
      surrender to the Corporation of a certificate of stock duly endorsed or
      accompanied by proper evidence of succession, assignment, or authority to
      transfer, it shall be the duty of the Corporation to issue a new certificate
      to
      the person entitled thereto, and cancel the old certificate. Every such transfer
      of stock shall be entered on the stock book of the Corporation which shall
      be
      kept either at the offices of the Corporation’s legal counsel, at the
      Corporation's principal office or by its registered duly appointed
      agent.





(b) The
      Corporation shall be entitled to treat the holder of record of any share of
      stock as the holder in fact thereof, and, accordingly, shall not be bound to
      recognize any equitable or other claim to interest in such share on the part
      of
      any other person whether or not it shall have express or other notice thereof,
      except as may be required by law.





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





ARTICLE
      VI - DIVIDENDS





Subject
      to the Certificate of Incorporation and to applicable law, dividends may be
      declared and paid out of any funds available therefor, as often, in such amount,
      and at such time or times as the Board may determine. Before payment of any
      dividends, there shall be set aside out of the net profits of the Corporation
      available for dividends, such sum or sums as the Board, from time to time,
      in
      its sole discretion, deems proper as a reserve fund to meet contingencies,
      or
      for equalizing dividends, or for repairing or maintaining any property of the
      Corporation, or for such other purpose as the Board shall think conducive to
      the
      interests of the Corporation, and the Board may modify or abolish any such
      reserve.




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ARTICLE
      VII- MISCELLANEOUS





1. Fiscal
      Year .
      The
      fiscal year end of the Corporation shall be determined by the Board of Directors
      from time to time.





2. Corporate
      Seal .
      The
      corporate seal, if any, shall be in such form as shall be approved from time
      to
      time by the Board.





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





4. Reliance
      upon Books, Reports and Records .
      Each
      director, each member of any committee designated by the Board of Directors,
      and
      each officer of the Corporation shall, in the performance of his or her duties,
      be fully protected in relying in good faith upon the books of account or other
      records of the Corporation and upon such information, opinions, reports or
      statements presented to the Corporation by any of its officers or employees,
      or
      committees of the Board of Directors so designated, or by any other person
      as to
      matters which such director or committee member reasonably believes are within
      such other person's professional or expert competence and who has been selected
      with reasonable care by or on behalf of the Corporation.





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





ARTICLE
      VIII - INDEMNIFICATION OF DIRECTORS AND OFFICERS





1. Right
      to Indemnification .
      Each
      person who was or is made a party or is threatened to be made a party to or
      is
      otherwise involved in any action, suit or proceeding, whether civil, criminal,
      administrative or investigative (hereinafter a "proceeding"), by reason of
      the
      fact that he or she is or was a director or an officer of the Corporation or
      is
      or was serving at the request of the Corporation as a director, officer,
      employee or agent of another corporation or of a partnership, joint venture,
      trust or other enterprise, including service with respect to an employee benefit
      plan (hereinafter an “indemnitee”), whether the basis of such proceeding is
      alleged action in an official capacity as a director, officer, employee or
      agent
      or in any other capacity while serving as a director, officer, employee or
      agent, shall be indemnified and held harmless by the Corporation to the fullest
      extent authorized by the Delaware General Corporation Law, as the same exists
      or
      may hereafter be amended (but, in the case of any such amendment, only to the
      extent that such amendment permits the Corporation to provide broader
      indemnification rights that such law permitted the Corporation to provide prior
      to such amendment), against all expense, liability and loss (including
      attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts
      paid in settlement) reasonably incurred or suffered by such indemnitee in
      connection therewith; provided, however, that, except as provided in Section
      3
      of this Article VIII with respect to the proceedings to enforce rights to
      indemnification, the Corporation shall indemnify any such indemnitee in
      connection with a proceeding (or part thereof) initiated by such indemnitee
      only
      if such proceeding (or part thereof) was authorized by the Board of Directors
      of
      the Corporation.





2. Right
      to Advancement of Expenses .
      The
      right to indemnification conferred in Section 1 of this Article VIII shall
      include the right to be paid by the Corporation the expenses (including
      attorneys’ fees) incurred in defending any such proceeding in advance of its
      final disposition (hereinafter an “advancement of expenses”); provided, however,
      that, if the Delaware General Corporation Law requires, an advancement of
      expenses incurred by an indemnitee in his or her capacity as a director or
      officer (and not in any other capacity in which service was or is rendered
      by
      such indemnitee, including without limitation, service to an employee benefit
      plan) shall be made only upon delivery to the Corporation of an undertaking
      (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay
      all
      amounts so advanced if it shall ultimately be determined by final judicial
      decision from which there is no further right to appeal (hereinafter a “final
      adjudication”) that such indemnitee is not entitled to be indemnified for such
      expenses under this Section 2 or otherwise. The rights to indemnification and
      to
      the advancement of expenses conferred in Sections 1 and 2 of this Article VIII
      shall be contract rights and such rights shall continue as to an indemnitee
      who
      has ceased to be a director, officer, employee or agent and shall inure to
      the
      benefit of the indemnitee’s heirs, executors and administrators.





3. Right
      of Indemnitee to Bring Suit .
      If a
      claim under Section 1 or 2 of this Article VIII is not paid in full by the
      Corporation within sixty (60) days after a written claim has been received
      by
      the Corporation, except in the case of a claim for an advancement of expenses,
      in which case the applicable period shall be twenty (20) days, the indemnitee
      may at any time thereafter bring suit against the Corporation to recover the
      unpaid amount of the claim. If successful in whole or in part in any such suit,
      or in a suit brought by the Corporation to recover an advancement of expenses
      pursuant to the terms of an undertaking, the indemnitee shall be entitled to
      be
      paid also the expense of prosecuting or defending such suit. In (i) any suit
      brought by the indemnitee to enforce a right to indemnification hereunder (but
      not in a suit brought by the indemnitee to enforce a right to an advancement
      of
      expenses) it shall be a defense that, and (ii) in any suit brought by the
      Corporation to recover an advancement of expenses pursuant to the terms of
      an
      undertaking, the Corporation shall be entitled to recover such expenses upon
      a
      final adjudication that, the indemnitee has not met any applicable standard
      for
      indemnification set forth in the Delaware General Corporation Law. Neither
      the
      failure of the Corporation (including its Board of Directors, independent legal
      counsel, or its stockholders) to have made a determination prior to the
      commencement of such suit that indemnification of the indemnitee is proper
      in
      the circumstances because the indemnitee has met with applicable standard of
      conduct set forth int eh Delaware General Corporation Law, nor an actual
      determination by the Corporation (including its Board of Directors, independent
      legal counsel, or its stockholders) that the indemnitee has not met such
      applicable standard of conduct, shall create a presumption that the indemnitee
      has not met with applicable standard of conduct or, in the case of such a suit
      brought by the indemnitee, be a defense to such suit. In any suit brought by
      the
      indemnitee to enforce a right to indemnification or to an advancement of
      expenses hereunder, or brought by the Corporation to recover an advancement
      of
      expenses pursuant to the terms of an undertaking, the burden of proving that
      the
      indemnitee is not entitled to be indemnified, or to such advancement of
      expenses, under this Article VIII or otherwise shall be on the
      Corporation.




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4. Non-Exclusivity
      of Rights .
      The
      rights to indemnification and to the advancement of expenses conferred in this
      Article VIII shall not be exclusive of any other right which any person may
      have
      or hereafter acquire under any statute, the Corporation’s Certificate of
      Incorporation, Bylaws, agreement, vote of shareholders or disinterested
      directors or otherwise.





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





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





ARTICLE
      IX - AMENDMENTS





These
      Bylaws may be amended or repealed by the Board of Directors at any meeting
      or by
      the shareholders at any meeting.





The
      undersigned Secretary certifies that the Board of Directors of the Corporation
      has adopted the foregoing Amended Bylaws as the Bylaws of the Corporation,
      in
      accordance with the requirements of the Delaware Business Corporation
      Law.




Dated: 
              January 31, 2000
            
            /s/ D.
              Eric WhorlSecretary








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