EXHIBIT 3.4

BYLAWS
OF
DIGITAL, VIDEO SYSTEMS, INC.
(as amended May 24, 2002)

* * * * *

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the Corporation
shall be 15 E. North Street in the City of Dover, County of Kent, State of Delaware. The name of its
registered agent at such address is Incorporating Services Ltd.

Section 2. Other Offices. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of Directors may from time
to time determine or the business of the Corporation may require.

Section 3. Books. The books of the Corporation may be kept within or
without of the State of Delaware as the Board of Directors may from time to time determine or the
business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Time and Place of Meetings. All meetings of stockholders shall
be held at the principal executive offices of the Corporation, or at such other place, either within
or without the State of Delaware, on such date and at such time as may be determined from time to
time by the Board of Directors (or the Chairman in the absence of a designation by the Board of
Directors).

Section 2. Annual Meetings. An annual meeting of stockholders shall be
held each year, commencing with the year 1993, to elect the Board of Directors and transact such
other business as may properly be brought before the meeting.

Section 3. Special Meetings. A special meeting of stockholders may be
called at any time by the Board of Directors, the chairman of the Board, the president or chief
executive officer of the Corporation, or upon the request in writing of holders of record holding in
the aggregate not less than 10% of the outstanding capital stock of the Corporation entitled to
vote.

Section 4.	Notice of Meetings and Adjourned Meetings; Waivers of
Notice.

(a) Whenever stockholders are required or permitted to take any action at a
meeting, a written notice of the meeting shall be given which shall state the place, date and hour
of the meeting, and, in the case of a special meeting, the general nature of the business for which
the meeting is called. Unless otherwise provided by the General Corporation Law of the State of
Delaware as the same exists or may hereafter be amended ("Delaware Law"), such notice shall be given
not less than 10 nor more than 60 days before the date of the meeting to each stockholder of record
entitled to vote at such meeting. Unless these bylaws otherwise require, when a meeting is adjourned
to another time or place (whether or not a quorum is present), notice need not be given of the
adjourned meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned. meeting, the Corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for more than 30 days, or
after the adjournment a new record date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

(b) A written waiver of any such notice signed by the person entitled thereto,
whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of
a person at a meeting shall constitute a waiver of notice of such meeting, except when the person
attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or convened. Business
transacted at any special meeting of stockholders shall be limited to the purposes stated in the
notice.

Section 5. Quorum. Unless otherwise provided under the Certificate of
Incorporation of the Corporation (the "Certificate of Incorporation") or these Bylaws and subject to
Delaware Law, the presence, in person or by proxy, of the holders of a majority of the outstanding
capital stock of the Corporation entitled to vote at a meeting of stockholders shall constitute a
quorum for the transaction of business.

If a quorum shall fail to attend any meeting, the chairman of the meeting or the
holders of a majority of the shares of stock entitled to vote who are present, in person or by
proxy, may adjourn the meeting to another place, date, or time.

If a notice of any adjourned special meeting of stockholders is sent to all
stockholders entitled to vote thereat, stating that it will be held with those present constituting
a quorum, then except as otherwise required by Delaware Law, those present at such adjourned meeting
shall constitute a quorum, and all matters shall be determined by a majority of the votes cast at
such meeting.

Section 6.	Voting

1. Unless otherwise provided in the Certificate of Incorporation and subject
to Delaware Law, each stockholder shall be entitled to one vote for each outstanding share of
capital stock of the Corporation held by such stockholder. Unless otherwise provided in Delaware
Law, the Certificate of Incorporation or these bylaws, the affirmative vote of a majority of the
shares of capital stock of the Corporation present, in person or by proxy, at a meeting of
stockholders and entitled to vote on the subject matter shall be the act of the
stockholders.
2. Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to a corporate action in writing without a meeting may authorize another
person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after
three years from its date, unless the proxy provides for a longer period.

Section 7.	Action by Consent.

1. Unless otherwise provided in the Certificate of Incorporation, any action
required to be taken at any annual or special meeting of stockholders, or any action which may be
taken at any annual or special meeting of stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent or consents in writing, setting forth the action so
taken, shall he signed by the holders ofoutstanding capital stock having not less than
the minimum number of votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted and shall be delivered to the
Corporation by delivery to its registered office in Delaware, its principal place of business, or an
officer or agent of the Corporation having custody of the books in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or
by certified or registered mail, return receipt requested. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
2. Every written consent shall bear the date of signature of each stockholder
who signs the consent, and no written consent shall be effective to take the corporate action
referred to therein unless, within 60 days of the earliest dated consent delivered in the manner
required by this Section and Delaware Law to the Corporation, written consents signed by a
sufficient number of holders to take action are delivered to the Corporation by delivery to its
registered office in Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested.

Section 8.	Organization. At each meeting of stockholders, the Chairman
of the Board, if one shall have been elected, (or in his absence or if one shall not have been
elected, the President) shall act as chairman of the meeting.The Secretary (or in his
absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of
the meeting) shall act as secretary of the meeting and keep the minutes thereof.

Section 9.	Order of Business. The order of business at all meetings of stockholders
shall be as determined by the chairman of the meeting.

Section 10.	Stock List. A complete list of stockholders entitled to
vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and
showing the address of each such stockholder and the number of shares registered in his or her name,
shall be open to the examination of any such stockholder, for any purpose germane to the meeting,
during ordinary business hours for a period of at least ten (10) days prior to the meeting, either
at a place within the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or if not so specified, at the place where the meeting is to be held.

The stock list shall also be kept at the place of the meeting during the whole
time thereof and shall be open to the examination of any such stockholder who is present. This list
shall presumptively determine the identity of the stockholders entitled to vote at the meeting and
the number of shares held by each of them.

ARTICLE III

DIRECTORS

Section. l.	General Powers. Except as otherwise providers in Delaware
Law or the Certificate of Incorporation, the business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors.

Section 2.	Number, Election and Term of Office. The number of directors
which shall constitute the whole Board shall be fixed from time to time by resolution of the Board
of Directors, except that in the absence of any such designation, such number shall be eleven (11).
The directors shall be elected at the annual meeting of the stockholders, except as provided in
Section 12 of this Article III, and each director so elected shall hold office until his successor
is elected and qualified or until his earlier death, resignation or removal. Directors need not be
stockholders.

Section 3.	Quorum and Manner of Acting. Unless the Certificate of
Incorporation or these Bylaws require a greater number, a majority of the total number of directors
shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of
the directors present at meeting at which a quorum is present shall be the act of the Board of
Directors. When a meeting is adjourned to another time or place (whether or not a quorum is
present), notice need not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Board of
Directors may transact any business which might have been transacted at the original meeting. If a
quorum shall not be present at any meeting of the Board of Directors the directors present thereat
may adjourn the meeting, from time to time, without notice other than announcement at the meeting,
until a quorum shall be present.

Section 4.	Time and Place of Meetings. The Board of Directors shall
hold its meetings at such place, either within or without the State of Delaware, and at such time as
may be determined from time to time by the Board of Directors (or the Chairman in the absence of a
determination by the Board of Directors).

Section 5.	Annual Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other business, as soon as
practicable after each annual meeting of stockholders, on the same day and at the same place where
such annual meeting shall be held. Notice of such meeting need not be given. in the event such
annual meeting is not so held, the annual meeting of the Board of Directors may be held at such
place either within or without the State of Delaware, on such date and at such time as shall be
specified in a notice thereof given as hereinafter provided in Section 7 of this Article III or in a
waiver of notice thereof signed by any director who chooses to waive the requirement of notice.

Section 6.	Regular Meetings. After the place and time of regular
meetings of the Board of Directors shall have been determined and notice thereof shall have been
once given to each member of the Board of Directors, regular meetings may be held without further
notice being given.

Section 7.	Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board or the President and shall be called by the Chairman of
the Board, President or Secretary on the written request of, one-third of the directors then in
office (rounded up to the nearest whole number). Notice of special meetings of the Board of
Directors shall be given to each director by whom notice is not waived at least two days before the
date of the meeting in such manner as is determined by the Board of Directors.

Section 8.	Committees. The Board of Directors may, by resolution passed
by a majority of the whole Board, designate one or more committees, each committee to consist of one
or more of the directors of the Corporation. The Board may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified member at any meeting
of the committee. Any such committee, to the extent provided in the 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 of the Board of Directors or the Certificate of Incorporation
expressly so provide, no such committee shall have the power or authority to declare a dividend or
to authorize the issuance of stock. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

Section 9.	Action by Consent. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all
members of the Board or committee, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the Board or committee.

Section 10.	Telephonic Meeting. Unless otherwise restricted by
theCertificate of Incorporation or these Bylaws, members of the Board of Directors, or
any committee designated by the Board of Directors, may participate in a meeting of the Board of
Directors, or such committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the meeting can hear each
other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 11.	Resignation. Any director may resign at any time by giving
written notice to the Board of Directors or to the Secretary of the Corporation. The resignation of
any director shall take effect upon receipt of notice thereof or at such later time as shall be
specified in such notice; and unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

Section 12.	Vacancies. Unless otherwise provided in the Certificate of
Incorporation, vacancies and newly created directorships resulting from any increase in the
authorized number of directors elected by all the stockholders having the right to vote as a single
class may be filed by a majority of the directors then in office, although less than a quorum, or by
a sole remaining director. Whenever the holders of any class or classes of stock or series thereof
are entitled to elect one or more directors by the Certificate of Incorporation, vacancies and newly
created directorships of such class or classes or series may be filled by a majority of directors
elected by such class or classes or series thereof then in office, or by a sole remaining director
so elected. Each director so chosen shall hold office until his successor is elected and qualified,
or until his earlier death, resignation or removal. If there are no directors in office, then an
election of directors may be held in accordance with Delaware Law. Unless otherwise provided in the
Certificate of Incorporation, when one or more directors shall resign from the Board, effective at a
future date, a majority of the directors then in office, including those who have so resigned, shall
have the power to fill such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each director so chosen shall hold office as
provided in the filling of other vacancies.

Section 13.	Removal. Any director or the entire Board of Directors may
be removed, with or without cause, at any time by the affirmative vote of the holders of a majority
of the outstanding capital stock of the Corporation entitled to vote and the vacancies thus created
may be filled in accordance with Section 12 of this Article III.

Section 14.	Compensation. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, the Board of Directors shall have authority to fix the
compensation of directors, including fees and reimbursement of expenses.

ARTICLE IV

OFFICERS

Section 1.	Principal Officers. The principal officers of the
Corporation shall be a President, one or more Vice Presidents, a Treasurer and a Secretary who shall
have the duty, among other things, to record the proceedings of the meetings of stockholders and
directors in a book kept for that purpose. The Corporation may also have such other principal
officers, including one or more Controllers, as the Board may in its discretion appoint. One person
may hold the offices and perform the duties of any two or more of said offices, except that no one
person shall hold the offices and perform the duties of President and Secretary.

Section 2.	Election, Term of Office and Remuneration. The principal
officers of the Corporation shall be elected annually by the Board of Directors at the annual
meeting thereof. Each such officer shall hold office until his successor is elected and qualified,
or until his earlier death, resignation or removal. The remuneration of all officers of the
Corporation shall be fixed by the Board of Directors. Any vacancy in any office shall be filled in
such manner as the Board of Directors shall determine.

Section 3.	Subordinate Officers. In addition to the principal officers
enumerated in Section 1 of this Article IV, the Corporation may have one or more Assistant
Treasurers, Assistant Secretaries and Assistant Controllers and such other subordinate officers,
agents and employees as the Board of Directors may deem necessary, each of whom shall hold office
for such period as the Board of Directors may from time to time determine. The Board of Directors
may delegate to any principal officer the power to appoint and to remove any such subordinate
officers, agents or employees.

Section 4.	Removal. Except as otherwise permitted with respect to
subordinate officers, any officer may be removed, with or without cause, at any time, by resolution
adopted by the Board of Directors.

Section 5.	Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors (or to a principal officer if the Board of Directors has
delegated to such principal officer the power to appoint and to remove such officer). The
resignation of any officer shall take effect upon receipt of notice thereof or at such later time as
shall be specified in such notice; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

Section 6.	Powers and Duties. The officers of the Corporation shall
have such powers and perform such duties incident to each of their respective offices and such other
duties as may from time to time be conferred upon or assigned to them by the Board of Directors.

ARTICLE V

GENERAL PROVISIONS

Section 1.	Fixing the Record Date.

1. In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of
Directors may fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and which record date shall
not be more than 60 nor less than 10 days before the date of such meeting. If no record date is
fixed by the Board of Directors, the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business on the day next preceding
the day on which notice is given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided that the Board of Directors may fix a new record date for the adjourned
meeting.
2. In order that the Corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which date shall not be more than 10 days after the date
upon which the resolution fixing the record date is adopted by the Board of Directors. If no record
date has been fixed by the Board of Directors, the record date for determining stockholders entitled
to consent to corporate action in writing without a meeting, when no prior action by the Board of
Directors is required by Delaware Law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery
to its registered office in Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by Delaware Law, the record date
for determining stockholders entitled to consent to corporate action in writing without a meeting
shall be at the close of business on the day on which the Board of Directors adopts the resolution
taking such prior action.

(c) In order that the Corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights or the stockholders
entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for
the purpose of any other lawful action, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date is adopted, and
which record date shall be not more than 60 days prior to such action. If no record date is fixed,
the record date for determining stockholders for any such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating thereto.

Section 2.	Dividends. Subject to limitations contained in Delaware Law
and the Certificate of Incorporation, the Board of Directors may declare and pay dividends upon the
shares of capital stock of the Corporation, which dividends may be paid either in cash, in property
or in shares of the capital stock of the Corporation.

Section 3.		Fiscal Year. The fiscal year of the Corporation shall
commence on January 1 and end on December 31 of each year.

Section 4.	Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be impressed, affixed or
otherwise reproduced.

Section 5.	Voting of Stock Owned by the Corporation. The Board of
Directors may authorize any person, on behalf of the Corporation, to attend, vote at and grant
proxies to be used at any meeting ofstockholders of any corporation (except this
Corporation) in which the Corporation may hold stock.

Section 6.	Notices. Except as otherwise specifically provided herein or
required by law, all notices required to be given to any stockholder, director, officer, employee or
agent shall be in writing and may in every instance be effectively given by hand delivery to the
recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice
by prepaid telegram or mailgram. Any such notice shall be addressed to such stockholder, director,
officer, employee or agent at his or her last known address as the same appears on the books of the
Corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered
through the mails or by telegraph or mailgram, shall be the time of the giving of the notice.

Section 7.	Waivers. A written waiver of any notice, signed by a
stockholder, director, officer, employee or agent, whether before or after the time of the event for
which notice is to be given, shall be deemed equivalent to the notice required to be given to such
stockholder, director, officer, employee or agent. Neither the business nor the purpose of any
meeting need be specified in such a waiver.

Section 8.	Facsimile Signatures. In addition to the provisions for use
of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of
any officer or officers of the Corporation may be used whenever and as authorized by the Board of
Directors or a committee thereof.

Section 9.	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 duties, be fully protected in relying in good faith
upon the books of account or other records of the Corporation, including reports made to the
Corporation by any of its officers, by an independent certified public accountant, or by an
appraiser selected with reasonable care.

Section 10.	Time Periods. In applying any provision of these Bylaws
which require that an act be done or not 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.

Section 11.	Amendments. These Bylaws or any of them, may be altered,
amended or repealed, or new Bylaws may be made, by the stockholders entitled to vote thereon at any
annual or special meeting thereof or by the Board of Directors; provided, however, that Article III,
Section 2 of these Bylaws may only be amended by a vote of the stockholders holding not less than
sixty-five percent (65%) of the Corporation's outstanding shares.

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