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EXHIBIT 3.2

                                    RESTATED

                                     BYLAWS

                                       OF

                               SVI SOLUTIONS, INC.
                             A DELAWARE CORPORATION


                                    ARTICLE I

                                     OFFICES
                                     -------

         Section 1. OFFICES. The principal office of the corporation shall be
located 12707 High Bluff Drive, Suite 335, San Diego California, County of San
Diego. The name of its registered agent is The Corporation Trust Company, 1209
Orange Street, Wilmington, Delaware, County of New Castle. The corporation may
have such other offices, either within or outside Delaware, as the board of
directors may designate or as the business of the corporation may require from
time to time.

         Section 2. REGISTERED OFFICE AND AGENT. The registered office of the
corporation required by the General Corporation Law of the State of Delaware to
be maintained in Delaware may be, but need not be, identical with the principal
office if in Delaware. The registered agent or the address of the registered
office, or both, may be changed from time to time by the board of directors.

                                   ARTICLE II

                                  STOCKHOLDERS
                                  ------------

         Section 1.  ANNUAL MEETING.

         (a) The annual meeting of the stockholders of the corporation, for the
purpose of election of directors and for such other business as may lawfully
come before it, shall be held on such date and at such time as may be designated
from time to time by the board of directors. Nominations of persons for election
to the board of directors of the corporation and the proposal of business to be
considered by the stockholders may be made at an annual meeting of stockholders:
(i) pursuant to the corporation's notice of meeting of stockholders; (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 notice
provided for in the following paragraph, who is entitled to vote at the meeting
and who complied with the notice procedures set forth in this Section 1.

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         (b) At an annual meeting of the stockholders, only such business shall
be conducted as shall have been properly brought before the meeting. For
nominations or other business to be properly brought before an annual meeting by
a stockholder pursuant to clause (iii) of Article II, Section 1(a) of these
bylaws, (i) the stockholder must have given timely notice thereof in writing to
the secretary of the corporation, (ii) such other business must be a proper
matter for stockholder action under the General Corporation Law of Delaware,
(iii) if the stockholder, or the beneficial owner on whose behalf any such
proposal or nomination is made, has provided the corporation with a Solicitation
Notice (as defined in this Section 1(b)), such stockholder or beneficial owner
must, in the case of a proposal, have delivered a proxy statement and form of
proxy to holders of at least the percentage of the corporation's voting shares
required under applicable law to carry any such proposal, or, in the case of a
nomination or nominations, have delivered a proxy statement and form of proxy to
holders of a percentage of the corporation's voting shares reasonably believed
by such stockholder or beneficial owner to be sufficient to elect the nominee or
nominees proposed to be nominated by such stockholder, and must, in either case,
have included in such materials the Solicitation Notice, and (iv) if no
Solicitation Notice relating thereto has been timely provided pursuant to this
section, the stockholder or beneficial owner proposing such business or
nomination must not have solicited a number of proxies sufficient to have
required the delivery of such a Solicitation Notice under this Section 1. To be
timely, a stockholder's notice shall be delivered to the secretary at the
principal executive offices of the corporation not later than the close of
business on the ninetieth (90th) day nor earlier than the close of business on
the one hundred twentieth (120th) day prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in the event that the
date of the annual meeting is advanced more than thirty (30) days prior to or
delayed by more than thirty (30) days after the anniversary of the preceding
year's annual meeting, notice by the stockholder to be timely must be so
delivered not earlier than the close of business on the one hundred twentieth
(120th) day prior to such annual meeting and not later than the close of
business on the later of the ninetieth (90th) day prior to such annual meeting
or the tenth (10th) day following the day on which public announcement of the
date of such meeting is first made. In no event shall the public announcement of
an adjournment of an annual meeting commence a new time period for the giving of
a stockholder's notice as described above. Such stockholder's notice shall set
forth: (A) as to each person whom the stockholder proposes to nominate for
election or reelection as a director all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "1934 Act") and Rule 14a-11 thereunder (including such person's written
consent to being named 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 the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such stockholder and the

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beneficial owner, if any, on whose behalf the proposal is made; and (C) as to
the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the corporation's books, and of such beneficial
owner, (ii) the class and number of shares of the corporation which are owned
beneficially and of record by such stockholder and such beneficial owner, and
(iii) whether either such stockholder or beneficial owner intends to deliver a
proxy statement and form of proxy to holders of, in the case of the proposal, at
least the percentage of the corporation's voting shares required under
applicable law to carry the proposal or, in the case of a nomination or
nominations, a sufficient number of holders of the corporation's voting shares
to elect such nominee or nominees (an affirmative statement of such intent, a
"Solicitation Notice").

         (c) Notwithstanding anything in the second sentence of Article II,
Section 1(b) of these bylaws to the contrary, in the event that the number of
directors to be elected to the board of directors of the corporation is
increased and there is no public announcement naming all of the nominees for
director or specifying the size of the increased board of directors made by the
corporation at least one hundred (100) days prior to the first anniversary of
the preceding year's annual meeting, a stockholder's notice required by this
Section 1 shall also be considered timely, but only with respect to nominees for
any new positions created by such increase, if it shall be delivered to the
secretary at the principal executive offices of the corporation not later than
the close of business on the tenth (10th) day following the day on which such
public announcement is first made by the corporation.

         (d) Only such persons who are nominated in accordance with the
procedures set forth in this Section 1 shall be eligible to serve as directors
and only such business shall be conducted at a meeting of stockholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this Section 1. Except as otherwise provided by law, the chairman of the
meeting shall have the power and duty to determine whether a nomination or any
business proposed to be brought before the meeting was made, or proposed, as the
case may be, in accordance with the procedures set forth in these bylaws and, if
any proposed nomination or business is not in compliance with these bylaws, to
declare that such defective proposal or nomination shall not be presented for
stockholder action at the meeting and shall be disregarded.

         (e) Notwithstanding the foregoing provisions of this Section 1, in
order to include information with respect to a stockholder proposal in the proxy
statement and form of proxy for a stockholder's meeting, stockholders must
provide notice as required by the regulations promulgated under the 1934 Act.
Nothing in these bylaws shall be deemed to affect any rights of stockholders to
request inclusion of proposals in the corporation proxy statement pursuant to
Rule 14a-8 under the 1934 Act.

         (f) For purposes of this Section 1, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the 1934 Act.

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         Section 2.  SPECIAL MEETINGS.

         (a) Special meetings of the stockholders of the corporation may be
called, for any purpose or purposes, by (i) the Chairman, (ii) the Chief
Executive Officer, or (iii) the board of directors pursuant to a resolution
adopted by a majority of the total number of authorized directors (whether or
not there exist any vacancies in previously authorized directorships at the time
any such resolution is presented to the board of directors for adoption).

         (b) If a special meeting is properly called by any person or persons
other than the board of directors, the request shall be in writing, specifying
the general nature of the business proposed to be transacted, and shall be
delivered personally or sent by registered mail or by telegraphic or other
facsimile transmission to the Chairman, the Chief Executive Officer, or the
secretary of the corporation. No business may be transacted at such special
meeting otherwise than specified in such notice. The board of directors shall
determine the time and place of such special meeting, which shall be held not
less than thirty-five (35) nor more than one hundred twenty (120) days after the
date of the receipt of the request. Upon determination of the time and place of
the meeting, the officer receiving the request shall cause notice to be given to
the stockholders entitled to vote, in accordance with the provisions of Article
II, Section 4 of these bylaws. If the notice is not given within one hundred
(100) days after the receipt of the request, the person or persons properly
requesting the meeting may set the time and place of the meeting and give the
notice. Nothing contained in this paragraph (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.

         (c) Nominations of persons for election to the board of directors may
be made at a special meeting of stockholders at which directors are to be
elected pursuant to the corporation's notice of meeting (i) by or at the
direction of the board of directors or (ii) by any stockholder of the
corporation who is a stockholder of record at the time of giving notice provided
for in these bylaws who shall be entitled to vote at the meeting and who
complies with the notice procedures set forth in this Section 2(c). In the event
the corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the board of directors, any such stockholder
may nominate a person or persons (as the case may be), for election to such
position(s) as specified in the corporation's notice of meeting, if the
stockholder's notice required by Article II, Section 1(b) of these bylaws shall
be delivered to the secretary at the principal executive offices of the
corporation not earlier than the close of business on the one hundred twentieth
(120th) day prior to such special meeting and not later than the close of
business on the later of the ninetieth (90th) day prior to such meeting or the
tenth (10th) day following the day on which public announcement is first made of
the date of the special meeting and of the nominees proposed by the board of
directors to be elected at such meeting. In no event shall the public
announcement of an adjournment of a special meeting commence a new time period
for the giving of a stockholder's notice as described above.

         Section 3. PLACE OF MEETING. The board of directors may designate any
place as the place for any annual meeting or for any special meeting called by
the board of directors. A waiver of notice signed by all stockholders entitled
to vote at a meeting may designate any place as the place for such meeting. If
no designation is made, or if a special meeting shall be called otherwise than
by the board, the place of meeting shall be the principal business office of the
corporation.

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         Section 4. NOTICE OF MEETING. Written or printed notice stating the
place, day and hour of the meeting, and, in case of a special meeting or as
otherwise required by the General Corporation Law of Delaware, the purposes for
which the meeting is called, shall be delivered not less than ten nor more than
sixty days before the date of the meeting, either personally or by mail, private
carrier, telegraph, teletype, electronically transmitted facsimile or other form
of wire or wireless communication, 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, except to the extent that a longer
notice period is required by the General Corporation Law of Delaware. If mailed
and in comprehensible form, such notice shall be deemed to be given and
effective when deposited in the United States mail, addressed to the stockholder
at his address as it appears on the stock transfer books of the corporation,
with postage thereon prepaid. If notice is given other than by mail, and
provided that such notice is in comprehensible form, the notice is given and
effective on the date received by the stockholder. If requested by the person or
persons lawfully calling such meeting, the secretary shall give notice thereof
at corporate expense. No notice need be sent to any stockholder of record if
three successive letters mailed to the last known address of such stockholder
have been returned as undeliverable until such time as another address for such
stockholder is made known to the corporation. In order to be entitled to receive
notice of any meeting, a stockholder shall advise the corporation in writing of
any change in such stockholder's mailing address as shown on the corporation's
books and records.

         Section 5. WAIVER OF NOTICE. Whenever any notice is required to be
given to any stockholder of the corporation, a waiver thereof in writing, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.
The attendance of a stockholder at a meeting shall constitute a waiver of notice
of such meeting, except where a stockholder attends a meeting for the express
purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened.

         Section 6. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purpose of determining stockholders entitled to (i) notice of or vote at any
meeting of stockholders or any adjournment thereof, (ii) receive distributions
or share dividends, or (iii) exercise any rights of a stockholder pursuant to
these bylaws, or to make a determination of stockholders for any other proper
purpose, the board of directors may fix a future date as the record date for any
such determination of stockholders, such date in any case to be not more than
sixty days, and, in case of a meeting of stockholders, not less than ten days,
prior to the date on which the particular action requiring such determination of
stockholders is to be taken. If no record date is fixed by the directors, the
record date shall be the date on which notice of the meeting is given to
stockholders, or the date on which the resolution of the board of directors
providing for a distribution is adopted, as the case may be. When a
determination of stockholders entitled to vote at any meeting of stockholders
has been made as provided in this section, such determination shall apply to any
adjournment thereof unless the board of directors fixes a new record date.

         Notwithstanding the above, the record date for determining the
stockholders entitled to take action without a meeting or entitled to be given
notice of action so taken shall be the date a writing upon which the action is
taken is first received by the corporation.

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         Section 7. STOCKHOLDERS' LISTS. The officer or agent having charge of
the stock transfer books for shares of the corporation shall make, at least ten
days before each meeting of stockholders, a complete list of the stockholders
entitled to be given notice of such meeting, or any adjournment thereof,
arranged by voting groups and within each voting group by class of series of
shares, in alphabetical order within each class or series, with the address of
and the number of shares of each class or series held by each stockholder. The
stockholders' list shall be available for inspection by any stockholder,
beginning the earlier of ten days before the meeting for which the list was
prepared and continuing through the meeting, and any adjournment thereof, at the
principal office of the corporation, whether within or outside Delaware, at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any stockholder or his agent or attorney during the whole time of the meeting or
any adjournment thereof. The original stock transfer books shall be prima facie
evidence as to who are the stockholders entitled to examine such list or
transfer books or to vote at any meeting of stockholders.

         Section 8. CHAIRMAN OF MEETINGS. The president shall call meetings of
stockholders to order and act as chairman of such meetings. In the absence of
the president, an appropriate officer may call the meeting to order and a
chairman shall be elected. In the absence of the secretary and any assistant
secretary of the corporation, any person appointed by the chairman shall act as
secretary of such meetings.

         Section 9. QUORUM AND ADJOURNMENT. One-third of the outstanding shares
of the corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than one-third of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice,
for a period not to exceed thirty days for any one adjournment. At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. 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, unless the meeting is
adjourned and a new record date is set for the adjourned meeting.

         Section 10. MAJORITY VOTE. If a quorum exists, action on a matter is
approved if the votes cast within the voting group favoring the action exceed
the votes cast within the voting group opposing the action, unless a greater
number of affirmative votes is required by law, the Certificate of Incorporation
or these bylaws.

         Section 11. PROXIES. At all meetings of stockholders, a stockholder may
vote by proxy executed in writing by the stockholder or his duly authorized
attorney in fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
three years from the date of its execution, unless otherwise provided in the
proxy.

         Section 12. VOTING OF SHARES. Unless otherwise provided in the
Certificate of Incorporation, each outstanding share, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
stockholders, except to the extent that the voting rights of the shares of any
class or classes are limited or denied by the Certificate of Incorporation as
permitted by the Delaware General Corporation Law. Cumulative voting shall not
be allowed.

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         Section 13.  VOTING OF SHARES BY CERTAIN HOLDERS.

         (a) Persons other than the corporation holding stock in a fiduciary
capacity shall be entitled to vote the shares so held. Persons whose stock is
pledged shall be entitled to vote, unless in the transfer by the pledgor on the
books of the corporation he or she has expressly empowered the pledgee to vote
thereon, in which case only the pledgee, or his or her proxy, may represent such
stock and vote thereon.

         (b) If shares or other securities having voting power stand of record
in the names of two or more persons, or if two or more persons have the same
fiduciary relationship respecting the same shares, unless the Secretary is given
written notice to the contrary and is furnished with a copy of the instrument or
order appointing them or creating the relationship wherein it is so provided,
their acts with respect to voting shall have the following effect:

                  (1) If only one votes, the act of such person binds all;

                  (2) If more than one vote, the act of the majority so voting
binds all;

                  (3) If more than one vote and if the vote is evenly split on
any particular matter, each faction may vote the securities in question
proportionally, or any person voting the shares, or a beneficiary, if any, may
apply to the Court of Chancery of the State of Delaware or such other court as
may have jurisdiction to appoint an additional person to act with the person so
voting the shares, which shall then be voted as determined by a majority of such
persons and the person appointed by the court. If the instrument so filed shows
that any such tenancy is held in unequal interests, a majority or even split for
the purpose of this subsection shall be a majority or even split in interest.

                                   ARTICLE III

                               BOARD OF DIRECTORS
                               ------------------

         Section 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by its board of directors, except as otherwise provided in the
Delaware General Corporation Law or the Certificate of Incorporation.

         Section 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors
of the corporation shall be not less than five (5) nor more than eight (8), with
the exact number of directors to be fixed by the board of directors by
resolution from time to time. Directors shall be elected at each annual meeting
of stockholders. Each director shall hold office until his successor shall have
been elected and qualified. Directors need not be residents of Delaware or
stockholders of the corporation. Directors shall be removable in the manner
provided by the statutes of Delaware.

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         Section 3. VACANCIES. Except as otherwise provided by law, vacancies
and newly created directorships resulting from any increase in the authorized
number of directors may be filled by affirmative vote of a majority of the
remaining directors though less than a quorum of the Board of Directors, or by a
sole remaining director. Any such directorship not so filled by the directors
shall be filled by election at the next annual meeting of stockholders or at a
special meeting of stockholders called for that purpose.

         Section 4. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without other notice than this bylaw immediately after
and at the same place as the annual meeting of stockholders. The board of
directors may provide by resolution the time and place for the holding of
additional regular meetings without other notice than such resolution.

         Section 5. SPECIAL MEETINGS. Special meetings of the board of directors
may be called by or at the request of the president or any two directors. The
person or persons authorized to call special meetings of the board of directors
may fix any place as the place for holding any special meeting of the board of
directors called by them.

         Section 6. NOTICE. Notice of any special meeting shall be given at
least two days previously thereto by written notice either delivered personally
or mailed to each director at his business address, or by notice transmitted by
telegraph, telex, electronically transmitted facsimile or other form of wire or
wireless communication. If mailed, such notice shall be deemed to be delivered
three days after such notice is deposited in the United States mail so
addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. If notice be given by telex, electronically transmitted
facsimile or similar form of wire or wireless communication, such notice shall
be deemed to be given and to be effective when sent. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the board
of directors need be specified in the notice or waiver of notice of such
meeting.

         Section 7. WAIVER OF NOTICE. Any director may waive notice of any
meeting. The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting unless at the beginning of the meeting, or promptly upon
his later arrival, the director objects to holding the meeting or transacting
business at the meeting because of lack of notice or defective notice and does
not thereafter vote for or assent to action taken at the meeting.

         Section 8. QUORUM. A majority of the number of directors fixed by
Section 2 of this Article II, or such lesser number of directors as shall then
be in office, shall constitute a quorum for the transaction of business at any
meeting of the board of directors, but if less than such majority is present at
a meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.

         Section 9. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless a different number is provided by law, the Certificate of
Incorporation or these bylaws.

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         Section 10. COMPENSATION. By resolution of the board of directors, any
director may be paid any one or more of the following: his expenses, if any, of
attendance at meetings; a fixed sum for attendance at each meeting; a stated
salary as director; or such other compensation as the corporation and the
director may reasonably agree upon. No such payment shall preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor.

         Section 11. 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
(i) the director objects at the beginning of the meeting, or promptly upon his
arrival, to the holding of the meeting or the transaction of business at the
meeting and does not thereafter vote for or assent to any action taken at the
meeting, (ii) the director contemporaneously requests that his or her dissent or
abstention as to any specific action taken be entered in the minutes of the
meeting or (iii) the director shall cause written notice of his or her dissent
or abstention as to any specific action to be received by the presiding officer
of the meeting or by the corporation promptly after adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.

         Section 12. TRANSACTIONS WITH DIRECTORS.

         (a) Any contract or other transaction or determination between the
corporation and one or more of its directors, or between the corporation and
another party in which one or more of its directors are interested, shall be
valid notwithstanding the relationship or interest or the presence or
participation of such director or directors in a meeting of the board of
directors or a committee thereof which acts upon or in reference to such
contract, transaction or determination, if:

                  (1) The material facts as to such relationship or interest and
as to the contract or transaction are disclosed or are known to the board of
directors or committee and it authorizes the contract or transaction by the
affirmative vote of a majority of the disinterested directors, even though the
disinterested directors are less than a quorum; or

                  (2) The material facts as to such relationship or interest and
as to the contract or transaction are disclosed or are known to the stockholders
entitled to vote, and the contract or transaction is specifically approved in
good faith by vote of the stockholders; or

                  (3) The contract or transaction is fair as to the corporation
as of the time it is authorized, approved or ratified, by the board of
directors, a committee thereof or the stockholders.

         (b) None of the provisions of this section shall invalidate any
contract, transaction or determination which would otherwise be valid under
applicable law.

         Section 13. RESIGNATION. 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 the notice is received by the
corporation unless the notice specifies a later effective date; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

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         Section 14. REMOVAL. The stockholders may, at a meeting called for the
express purpose of removing directors, by a majority vote of the shares entitled
to vote at an election of directors, remove the entire board of directors or any
lesser number, with or without cause.

         Section 15. INFORMAL ACTION BY DIRECTORS. Any action required or
permitted to be taken at a meeting of the directors or any committee designated
by the board may be taken without a meeting if a consent (or counterparts
thereof) in writing, setting forth the action so taken, shall be signed by all
of the directors entitled to vote with respect to the subject matter thereof.
Such consent shall have the same force and effect as a unanimous vote of the
directors and shall be filed with the minutes of the corporation. Unless the
consent specifies a different effective date, action taken under this Section is
effective at the time the last director signs a writing describing the action
taken, unless before such time any director has revoked his consent by a writing
signed by the director and received by the president or secretary of the
corporation.

         Section 16. TELEPHONIC MEETINGS. Members of the board of directors or
any committee designated by the board may participate in a meeting of the board
of directors or committee by means of conference telephone or similar
communications equipment by which all persons participating in the meeting can
hear one another at the same time. Such participation shall constitute presence
in person at the meeting.

                                   ARTICLE IV

                                   COMMITTEES
                                   ----------

         Section 1. DESIGNATION. The Board of Directors may designate from among
its members an executive committee and/or one or more other committees, each
consisting of one or more directors. The designation of a committee, and the
delegation of authority to it, shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed by law. No
member of any committee shall continue to be a member thereof after ceasing to
be a director of the corporation. The Board of Directors shall have the power at
any time to increase or decrease the number of members of any committee, to fill
vacancies thereon, to change any member thereof and to change the functions or
terminate the existence thereof.

         Section 2. POWERS. Any such committee, to the extent provided by
resolution of the Board of Directors, 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 which may require it; but no such committee shall have the
power or authority in reference to amending the Certificate of Incorporation;
adopting an agreement of merger or consolidation; recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets; recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution; or amending the
Bylaws of the corporation; and, unless the resolution expressly so provides, 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 with respect to the merger into the corporation of a subsidiary of which
at least 90 percent of the outstanding shares of each class are owned by the
corporation.

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         Section 3.  PROCEDURES; MEETINGS; QUORUM.

         (a) The Board of Directors shall appoint Chairman and the committee
shall appoint a secretary who may, but need not, be a member of the committee.
The chairman shall preside at all committee meetings and the secretary of the
committee shall keep a record of its acts and proceedings.

         (b) Regular meetings of a committee, of which no notice shall be
necessary, shall be held on such days and at such places as shall be fixed by
resolution adopted by the committee. Special meetings of a committee shall be
called at the request of the Chairman or the President or of any member of the
committee, and shall be held upon such notice as is required by these Bylaws for
special meetings of the Board of Directors, provided that notice by word of
mouth or telephone shall be sufficient if received in the city where the meeting
is to be held not later than the day immediately preceding the day of the
meeting. A waiver of notice of a meeting, signed by the person or persons
entitled to such notice, whether before or after the event stated therein, shall
be deemed equivalent to the giving of such notice.

         (c) Attendance of any member of a committee at a meeting shall
constitute a waiver of notice of the meeting. A majority of a committee, from
time to time, shall be necessary to constitute a quorum for the transaction of
any business, and the act of a majority of the members present at a meeting at
which a quorum is present shall be the act of the committee. Members of a
committee may hold a meeting of such 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 participation in such a meeting shall
constitute presence in person at the meeting.

         (d) Any action which may be taken at a meeting of a committee may be
taken without a meeting if a consent in writing setting forth the actions so
taken shall be signed by all members of the committee entitled to vote with
respect to the subject matter thereof. The consent shall have the same effect as
a unanimous vote of the committee.

         (e) The Board of Directors may vote to the members of any committee a
reasonable fee as compensation for attendance at meetings of the committee.


                                    ARTICLE V

                               OFFICERS AND AGENTS
                               -------------------

         Section 1. GENERAL. The officers of the corporation shall be a
chairman, chief executive officer, president, one or more vice presidents, a
secretary and a chief financial officer. The board of directors may appoint such
other officers, assistant officers, committees and agents, including a chairman
of the board, assistant secretaries and assistant treasurers, as they may
consider necessary, who shall be chosen in such manner and hold their offices

                                       11

<PAGE>

for such terms and have such authority and duties as from time to time may be
determined by the board of directors. The salaries of all the officers of the
corporation shall be fixed by the board of directors. One person may hold two or
more offices. In all cases where the duties of any officer, agent or employee
are not prescribed by the bylaws or by the board of directors, such officer,
agent or employee shall follow the orders and instructions of the president.

         Section 2. ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected by the board of directors annually at the first meeting of the
board held after each annual meeting of the stockholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be. Each officer shall hold office until the
first of the following to occur: until his successor shall have been duly
elected and shall have qualified; or until his death; or until he shall resign;
or until he shall have been removed in the manner hereinafter provided.

         Section 3. REMOVAL. Any officer or agent may be removed by the board of
directors or by the executive committee whenever in its judgment the best
interests of the corporation will 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 in itself create
contract rights.

         Section 4. RESIGNATION. Any officer may resign at any time by giving
written notice thereof to the corporation. Such resignation is effective when
the notice is received by the corporation unless the notice specifies a later
effective date. Unless otherwise stated in the notice, no acceptance of the
resignation shall be necessary to render such resignation effective.

         Section 5. VACANCIES. A vacancy in any office, however occurring, may
be filled by the board of directors for the unexpired portion of the term.

         Section 6. CHAIRMAN. The Chairman, if any, shall preside at all
meetings of the board of directors and of the stockholders at which he or she
shall be present. He or she shall have and may exercise such powers as are, from
time to time, assigned to him or her by the board of directors and as may be
provided by law.

         Section 7. CHIEF EXECUTIVE OFFICER. 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 at all meetings of the board
of directors. He or she shall have the general powers and duties of management
usually vested in the Chief Executive Officer of a corporation, including
general supervision, direction and control of the business and supervision of
other officers of the corporation, and shall have such other powers and duties
as may be prescribed by the Board of Directors or these By-laws. The Chief
Executive Officer shall, without limitation, have the authority to execute
bonds, mortgages and other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the corporation.

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<PAGE>

         Section 8. PRESIDENT. Subject to such supervisory powers as may be
given by these By-laws or the Board of Directors to the Chairman of the Board or
the Chief Executive Officer, if there be such officers, the President shall have
general supervision, direction and control of the business and supervision of
other officers of the corporation, and shall have such other powers and duties
as may be prescribed by the Board of Directors or these By-laws. In the event a
Chief Executive Officer shall not be appointed, the President shall have the
duties of such office.

         Section 9. VICE PRESIDENTS. The vice presidents shall assist the
president and shall perform such duties as may be assigned to them by the
president or by the board of directors. In the absence of the president, the
vice president, if any (or, if there be more than one, the vice presidents in
the order designated by the board of directors, or if the board makes no such
designation, then the vice president designated by the president, or if neither
the board nor the president makes any such designation, the senior vice
president as determined by first election to that office), shall have the powers
and perform the duties of the president.

         Section 10. SECRETARY. The secretary shall: (a) keep the minutes of the
proceedings of the stockholders, executive committee and the board of directors;
(b) see that all notices are duly given in accordance with the provisions of
these bylaws or as required by law; (c) be custodian of the corporate records
and of the seal of the corporation and affix the seal to all documents when
authorized by the board of directors; (d) keep at its registered office or
principal place of business within or outside Delaware a record containing the
names and addresses of all stockholders and the number and class of shares held
by each, unless such a record shall be kept at the office of the corporation's
transfer agent or registrar; (e) sign with the president, or a vice president,
certificates for shares of the corporation, the issuance of which shall have
been authorized by resolution of the board of directors; (f) have general charge
of the stock transfer books of the corporation, unless the corporation has a
transfer agent; and (g) in general, perform all duties incident to the office of
secretary and such other duties as from time to time may be assigned to him by
the president or by the board of directors. Assistant secretaries, if any, shall
have the same duties and powers, subject to supervision by the secretary.

         Section 11. CHIEF FINANCIAL OFFICER. The chief financial officer shall
be the principal financial officer of the corporation, shall have the care and
custody of all funds, securities, evidences of indebtedness and other personal
property of the corporation and shall deposit the same in accordance with the
instructions of the board of directors. He shall receive and give receipts and
acquittances for money paid in on account of the corporation, and shall pay out
of the funds on hand all bills, payrolls and other just debts of the corporation
of whatever nature upon maturity. He shall perform all other duties incident to
the office of the chief financial officer and, upon request of the board, shall
make such reports to it as may be required at any time. He shall, if required by
the board, give the corporation a bond in such sums and with such sureties as
shall be satisfactory to the board, conditioned upon the faithful performance of
his duties and for the restoration to the corporation of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation. He shall have such other powers and
perform such other duties as may from time to time be prescribed by the board of
directors or the president. The assistant treasurers, if any, shall have the
same powers and duties, subject to the supervision of the chief financial
officer.

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<PAGE>

         The chief financial officer shall also be the principal accounting
officer of the corporation. He shall prescribe and maintain the methods and
systems of accounting to be followed, keep complete books and records of
account, prepare and file all local, state and federal tax returns, prescribe
and maintain an adequate system of internal audit and prepare and furnish to the
president and the board of directors statements of account showing the financial
position of the company and the results of its operations.

         Section 12. ABSENCE OR DISABILITY OF OFFICERS. In the case of the
absence or disability of any officer of the corporation and of any person hereby
authorized to act in such officer's place during such officer's absence or
disability, the Board of Directors may delegate the powers and duties of such
officer to any officer or to any director, or to any other person who it may
select.

                                   ARTICLE VI

                           STOCK AND TRANSFER THEREOF
                           --------------------------

         Section 1.  CERTIFICATES.

         (a) The board of directors shall be authorized to issue any of its
classes of shares with or without certificates. The fact that the shares are not
represented by certificates shall have no effect on the rights and obligations
of stockholders.

         (b) If the shares are represented by certificates, such certificates
shall be consecutively numbered and signed, either manually or by facsimile, in
the name of the corporation by one or more persons designated by the board of
directors. Certificates for shares shall be of such form and device as the board
of directors may designate and shall state the name of the record holder of the
shares represented thereby; its number; date of issuance; the number of shares
for which it is issued; a summary statement or reference to the powers,
designations, preferences or other special rights of such stock and the
qualifications, limitations or restrictions of such preferences and/or rights,
if any; a statement or summary of liens, if any, a conspicuous notice of
restrictions upon transfer or registration of transfer, if any, a statement as
to any applicable voting trust agreement; and, if the shares be assessable, or,
if assessments are collectible by personal action, a plain statement of such
facts.

         (c) In case any officer who has signed or whose facsimile signature has
been placed upon such certificate shall have ceased to be such officer before
such certificate is issued, it may be issued by the corporation with the same
effect as if he were such officer at the date of its issue. Certificates of
stock shall be in such form consistent with law as shall be prescribed by the
board of directors.

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<PAGE>

         (d) If shares are not represented by certificates, within a reasonable
time following the issue or transfer of such shares, the corporation shall send
the stockholder a complete written statement of all information required to be
provided to holders of uncertificated shares by the Delaware General Corporation
Law.

         Section 2. CONSIDERATION FOR SHARES. Shares shall be issued for such
consideration, expressed in dollars as shall be fixed from time to time by the
board of directors. Such consideration may consist in whole or in part of money,
other property, tangible or intangible, negotiable, recourse promissory notes
secured by collateral other than the shares being purchased, or labor or
services actually performed for the corporation. Future services shall not
constitute payment or part payment for shares. 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, or 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.

         Section 3. 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 (relating to transfers of
stock, stock certificates and undercertificated stock), 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.

         Section 4. LOST CERTIFICATES. Except as provided in this Section 4, 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 board of directors may, in case any share certificate or
certificate for any other security is lost, stolen or destroyed, authorize the
issuance of replacement certificates on such terms and conditions as the board
may require; the board may require indemnification of the corporation secured by
a bond or other adequate security sufficient to protect the corporation against
any claim that may be made against it, including any expense or liability, on
account of the alleged loss, theft or destruction of the certificate or the
issuance of the replacement certificate.

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<PAGE>

         Section 5. TRANSFER OF SHARES. Upon surrender to the corporation or to
a transfer agent of the corporation of a certificate of stock duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, and such documentary stamps as may be required by law and evidence of
compliance with applicable securities laws and other restrictions, the
corporation shall 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 at its principal office or by
its registrar duly appointed.

         Section 6. 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, and to hold
liable for calls and assessments a 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 any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

         Section 7. TRANSFER AGENT, REGISTRARS AND PAYING AGENTS. The board may
at its discretion appoint one or more transfer agents, registrars and agents for
making payment upon any class of stock, bond, debenture or other security of the
corporation. Such agents and registrars may be located either within or outside
Delaware. They shall have such rights and duties and shall be entitled to such
compensation as may be agreed.

                                   ARTICLE VII

                       INDEMNIFICATION OF CERTAIN PERSONS
                       ----------------------------------

         Section 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 as the same now exists or may hereafter be amended,
indemnify any person against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement actually and reasonably incurred in
connection with any threatened, pending or completed action, suit, or proceeding
in which such person was or is a party or is threatened to be made a party by
reason of the fact that such person is or was a director or officer of the
corporation, if he acted in good faith and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. For
purposes of this Section 1, a "director" or "officer" of the corporation shall
mean any person (i) who is or was a director or officer of the corporation, (ii)
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 (iii) 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.

         The corporation shall be required to indemnify a director or officer in
connection with an action, suit, or proceeding (or part thereof) initiated by
such director or officer only if the initiation of such action, suit, or
proceeding (or part thereof) by the director or officer was authorized by the
board of directors of the corporation.

         Any repeal or modification of the foregoing provisions of this Article
shall not adversely affect any right or protection hereunder of any person in
respect of any act or omission occurring prior to the time of such repeal or
modification.

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<PAGE>

         Section 2. INDEMNIFICATION OF OTHERS. The corporation shall have the
power, to the maximum extent and in the manner permitted by the General
Corporation Law of Delaware as the same now exists or may hereafter be amended,
to indemnify any person (other than directors and officers) against expenses
(including attorneys' fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred in connection with any threatened, pending or
completed action, suit, or proceeding, in which such person was or is a party or
is threatened to be made a party by reason of the fact that such person is or
was an employee or agent of the corporation. For purposes of this Section 2, an
"employee" or "agent" of the corporation (other than a director or officer)
shall mean any person (i) who is or was an employee or agent of the corporation,
(ii) 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 (iii) 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.

         Section 3. PAYMENT OF EXPENSES IN ADVANCE. The corporation shall pay
the expenses (including attorney's fees) incurred by a director or officer of
the corporation entitled to indemnification hereunder in defending any action,
suit or proceeding referred to in this Article VII in advance of its final
disposition; provided, however, that payment of expenses incurred by a director
or officer of the corporation in advance of the final disposition of such
action, suit or proceeding shall be made only upon receipt of an undertaking by
the director or officer to repay all amounts advanced if it should ultimately be
determined that the director or officer is not entitled to be indemnified under
this Article VII or otherwise.

         Section 4. INDEMNITY NOT EXCLUSIVE. The rights conferred on any person
by this Article shall not be exclusive of any other rights which such person may
have or hereafter acquire under any statute, provision of the corporation's
Certificate of Incorporation, these bylaws, agreement, vote of the stockholders
or disinterested directors or otherwise.

         Section 5. INSURANCE INDEMNIFICATION. By action of the board of
directors, notwithstanding any interest of the directors in the action, the
corporation may purchase and maintain insurance, in such amounts as the board of
directors deems appropriate, on behalf of any person who is or was a director,
officer, employee, fiduciary or agent of the corporation or who is or was
serving at the request of the corporation as a director, officer, partner,
trustee, employee, fiduciary or agent of another domestic or foreign
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise against any liability asserted against him and incurred by him in any
such capacity or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of this Article. Any such insurance may be procured from any
insurance company designated by the board of directors, whether such insurance
company is formed under the laws of Delaware or any other jurisdiction of the
United States or elsewhere, including any insurance company in which the
corporation has an equity or any other interest through stock ownership or
otherwise.

                                       17

<PAGE>

                                  ARTICLE VIII

                                  MISCELLANEOUS
                                  -------------

         Section 1. WAIVERS OF NOTICE. Whenever notice is required by law, by
the Articles of Certificate or by these bylaws, a waiver thereof in writing
signed by the director, stockholder or other person entitled to said notice,
whether before or after the time stated therein, or his appearance at such
meeting in person or (in the case of a stockholders' meeting) by proxy, shall be
equivalent to such notice.

         Section 2. SEAL. The corporate seal of the corporation shall be
circular in form and shall contain the name of the corporation and the words
"Seal, Delaware."

         Section 3. FISCAL YEAR. The fiscal year of the corporation shall be as
established by the board of directors.

         Section 4. AMENDMENTS. The board of directors shall have power, to the
maximum extent permitted by the Delaware General Corporation Law, to make, amend
and repeal the bylaws of the corporation at any regular or special meeting of
the board unless the stockholders, in making, amending or repealing a particular
bylaw, expressly provide that the directors may not amend or repeal such bylaw.
The stockholders shall also have the power to make, amend or repeal the bylaws
of the corporation at any annual meeting or any special meeting called for that
purpose.


                                                  /s/ David L. Reese
                                                  ------------------------------
                                                  David L. Reese, Secretary


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