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                                                                     Exhibit 3.2

                                     BYLAWS

                                       OF

                                3COM CORPORATION
                          (as amended on July 15, 2003)

                                    ARTICLE I

                                  STOCKHOLDERS

     SECTION 1.1    ANNUAL MEETING.

     An annual meeting of the stockholders of 3Com Corporation (the
"Corporation"), for the election of directors 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 months after the organization of the
Corporation or after its last annual meeting of stockholders.

     SECTION 1.2    SPECIAL MEETINGS.

     Special meetings of the stockholders, for any purpose or purposes
prescribed in the notice of the meeting, may be called by (a) 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 for adoption), (b) the Chairman of the Board, (c) the President or (d) the
holders of shares entitled to cast not less than twenty percent (20%) of the
votes at the meeting, and shall be held at such place, on such date, and at such
time as they shall fix. Business transacted at special meetings shall be
confined to the purpose or purposes stated in the notice.

     SECTION 1.3    NOTICE OF MEETINGS.

     Written notice of the place, date, and time of all meetings of the
stockholders shall be given, not less than ten (10) nor more than sixty (60)
days before the date on which the meeting is to be held, to each stockholder
entitled to vote at such meeting, except as otherwise provided herein or
required by law (meaning, here and hereinafter, as required from time to time by
the Delaware General Corporation Law or the Certificate of Incorporation of the
Corporation).

     When a meeting is adjourned to another place, date or time, written notice
need not be given of the adjourned meeting if the place, date and time thereof
are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more than thirty (30) days
after the date for which the meeting was originally noticed, or if a new record
date is fixed for the adjourned meeting, written notice of the place, date, and
time of the adjourned meeting shall be given in conformity herewith. At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.

     SECTION 1.4    QUORUM.

     At any meeting of the stockholders, the holders of a majority of all of the
shares of the stock entitled to vote at the meeting, present in person or by
proxy, shall constitute a quorum for all purposes,

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unless or except to the extent that the presence of a larger number may be
required by law or by the Certificate of Incorporation.

     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 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 1.5    ORGANIZATION.

     Such person as the Board of Directors may have designated or, in the
absence of such a person, the President of the Corporation or, in his absence,
such person as may be chosen by the holders of a majority of the shares entitled
to vote who are present, in person or by proxy, shall call to order any meeting
of the stockholders and act as chairman of the meeting. The secretary of the
meeting shall be such person as the chairman appoints.

     SECTION 1.6    CONDUCT OF BUSINESS.

     The chairman of any meeting of stockholders shall determine the order of
business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him in order.

     SECTION 1.7    NOTICE OF STOCKHOLDER BUSINESS.

     At an annual or special meeting of the stockholders, only such business
shall be conducted as shall have been properly brought before the meeting. To be
properly brought before a meeting, business must be (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the Board
of Directors, (b) properly brought before the meeting by or at the direction of
the Board of Directors, or (c) properly brought before an annual meeting by a
stockholder and if, and only if, the notice of a special meeting provides for
business to be brought before the meeting by stockholders, properly brought
before the special meeting by a stockholder. For business to be properly brought
before a meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal offices of the Corporation no later than (i) in the case of an annual
meeting, ninety (90) days before the anticipated date of the next annual
meeting, under the assumption that the next annual meeting will occur on the
same calendar day as the day of the most recent annual meeting, and (ii) in the
case of a special meeting, ten (10) days prior to date of such meeting. A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual or special meeting (1) a brief
description of the business desired to be brought before the annual or special
meeting and the reasons for conducting such business at the annual or special
meeting, (2) the name and address, as they appear on the Corporation's books, of
the stockholder proposing such business, (3) the class and number of shares of
the Corporation which are beneficially owned by the stockholder, and (4) any
material interest of the stockholder in such business. Notwithstanding anything
in the Bylaws to the contrary, no business shall be conducted at an annual or
special meeting except in accordance with the procedures set forth in this
Section 1.7. The chairman of an annual or special meeting shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting and in accordance with the provisions of this Section
1.7, and if he should so determine, he shall so

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declare to the meeting and any such business not properly brought before the
meeting shall not be transacted.

     SECTION 1.8    PROXIES AND VOTING.

     At any meeting of the stockholders, every stockholder entitled to vote may
vote in person or by proxy authorized by an instrument in writing filed in
accordance with the procedure established for the meeting.

     Each stockholder shall have one vote for every share of stock entitled to
vote which is registered in his name on the record date for the meeting, except
as otherwise provided herein or required by law.

     All voting, including on the election of directors, and except where
otherwise required by law, may be by a voice vote; provided, however, that upon
demand therefor by a stockholder entitled to vote or by his proxy, a stock vote
shall be taken. Every stock vote shall be taken by ballots, each of which shall
state the name of the stockholder or proxy voting and such other information as
may be required under the procedure established for the meeting. Every vote
taken by ballots shall be counted by an inspector or inspectors appointed by the
chairman of the meeting.

     All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law or the Certificate of Incorporation or the
Bylaws of this Corporation, all other matters shall be determined by a majority
of the votes cast.

     SECTION 1.9    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
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.

     SECTION 1.10   STOCKHOLDER ACTION BY WRITTEN CONSENT.

     An action which may be taken at any annual or special meeting of
stockholders may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the actions so taken, is signed by the holders
of outstanding shares having not less than the minimum number of votes which
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted. All such consents shall
be filed with the Secretary of the Corporation and shall be maintained in the
corporate records. Prompt notice of the taking of a corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

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                                   ARTICLE II

                               BOARD OF DIRECTORS

     SECTION 2.1    NUMBER AND TERM OF OFFICE.

     The authorized number of directors of this corporation shall be not less
than six (6) nor more than twelve (12). The exact number of directors shall be
fixed from time to time exclusively by the Board of Directors pursuant to a
resolution adopted by a majority of the total number of authorized directors.

     SECTION 2.2    VACANCIES AND NEWLY CREATED DIRECTORSHIPS

     Subject to the rights of the holders of any series of Preferred Stock then
outstanding, newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, or other cause
(other than removal from office by a vote of the stockholders) may be filled
only by a majority vote of the directors then in office, though less than a
quorum, and directors so chosen shall hold office for a term expiring at the
next annual meeting of stockholders. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.

     SECTION 2.3    REMOVAL.

     Subject to the rights of the holders of any series of Preferred Stock then
outstanding, any director, or the entire Board of Directors, may be removed from
office at any time, with or without cause, but only by the affirmative vote of
the holders of at least a majority of the voting power of the then outstanding
shares of stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class. Vacancies in the Board of
Directors resulting form such removal may be filled by (i) a majority of the
directors then in office, though less than a quorum, or (ii) the stockholders at
a special meeting of the stockholders properly called for that purpose, by the
vote of the holders of a plurality of the shares entitled to vote at such
special meeting. Directors so chosen shall hold office until the next annual
meeting of stockholders.

     SECTION 2.4    REGULAR MEETINGS.

     Regular meetings of the Board of Directors shall be held at such place or
places, on such date or dates, and at such time or times as shall have been
established by the Board of Directors and publicized among all directors. A
notice of each regular meeting shall not be required.

     SECTION 2.5    SPECIAL MEETINGS.

     Special meetings of the Board of Directors may be called by a majority of
the directors then in office (rounded up to the nearest whole number), by the
Chairman of the Board or by the President and shall be held at such place, on
such date, and at such time as they or he shall fix. Notice of the place, date,
and time of each such special meeting shall be given to each director who does
not waive the right to a notice by (i) mailing written notice not less than five
(5) days before the meeting, (ii) sending notice one (1) day before the meeting
by an overnight courier service and two (2) days before the meeting if by
overseas courier service, or (iii) by telephoning, telecopying, telegraphing or
personally delivering the same not less than twenty-four (24) hours before the
meeting. Unless otherwise indicated in the notice thereof, any and all business
may be transacted at a special meeting.

     SECTION 2.6    QUORUM.

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     At any meeting of the Board of Directors, a majority of the total number of
authorized directors shall constitute a quorum for all purposes. If a quorum
shall fail to attend any meeting, a majority of those present may adjourn the
meeting to another place, date, or time, without further notice or waiver
thereof.

     SECTION 2.7    PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.

     Members of the Board of Directors, or of any committee of the Board of
Directors, may participate in a meeting of such Board or committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other and such participation
shall constitute presence in person at such meeting.

     SECTION 2.8    CONDUCT OF BUSINESS.

     At any meeting of the Board of Directors, business shall be transacted in
such order and manner as the Board may from time to time determine, and all
matters shall be determined by the vote of a majority of the directors present,
except as otherwise provided herein or required by law.

     SECTION 2.9    POWERS.

     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:

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

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

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

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

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

          (6)   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;

          (7)   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

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

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     SECTION 2.10   ACTION WITHOUT MEETING.

     Any action required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting, if all members of the Board shall
individually or collectively consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the proceedings of the
Board. Such action by written consent shall have the same force and effect as a
unanimous vote of such directors.

     SECTION 2.11   COMPENSATION OF DIRECTORS.

     Directors, as such, may receive, pursuant to 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.

     SECTION 2.12   NOMINATION OF DIRECTOR CANDIDATES.

     Subject to any limitations stated in the Certificate of Incorporation of
this Corporation, nominations for the election of directors may be made by the
Board of Directors or a proxy committee appointed by the Board of Directors or
by any stockholder entitled to vote in the election of directors.

                                   ARTICLE III

                                   COMMITTEES

     SECTION 3.1    COMMITTEES OF THE BOARD OF DIRECTORS.

     The Board of Directors, by a vote of a majority of the whole Board, may
from time to time designate one or more committees of the Board, with such
lawfully delegable powers and duties as it thereby confers, to serve at the
pleasure of the Board and shall, for those committees and any others provided
for herein, elect a director or directors to serve as the member or members,
designating, if it desires, other directors as alternate members who may replace
any absent or disqualified member at any meeting of the committee. Any committee
so designated may exercise the power and authority of the Board of Directors to
declare a dividend, to authorize the issuance of stock or to adopt a certificate
of ownership and merger if the resolution which designates the committee or a
supplemental resolution of the Board of Directors shall so provide. In the
absence or disqualification of any member of any committee and any alternate
member in his place, the member or members of the committee present at the
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may by unanimous vote appoint another member of the Board of Directors
to act at the meeting in the place of the absent or disqualified member.

     SECTION 3.2    CONDUCT OF BUSINESS.

     Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be made
for notice to members of all meetings; one-half of the authorized members shall
constitute a quorum unless the committee shall consist of one or two members, in
which event all members of the committee shall constitute a quorum; and all
matters shall be determined by a majority vote of the members present. Action
may be taken by any committee without a meeting if all members thereof consent
thereto in writing. Such written consent or consents shall be filed with the
minutes of the proceedings of such committee.

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                                   ARTICLE IV

                                    OFFICERS

     Section 4.1    GENERALLY.

     The officers of the Corporation shall consist of a President, a Secretary
and a Chief Financial Officer. The Corporation may also have, at the discretion
of the Board of Directors, a Chairman of the Board, a Chief Executive Officer, a
Chief Operating Officer, a President, one or more Vice Presidents, a Treasurer,
one or more Assistant Secretaries, one or more Assistant Treasurers, and such
other officers as may from time to time be appointed by the Board of Directors.
Officers shall be elected by the Board of Directors, which shall consider that
subject at its first meeting after every annual meeting of stockholders. Each
officer shall hold office at the pleasure of the Board, 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.

     SECTION 4.2    CHAIRMAN OF THE BOARD.

     The Chairman of the Board, if there shall be such an officer, shall, if
present, preside at all meetings of the Board of Directors, and exercise and
perform such other powers and duties as may be from time to time assigned to him
or her by the Board of Directors or as provided by these Bylaws.

     SECTION 4.3    CHIEF EXECUTIVE OFFICER.

     Subject to such supervisory powers, if any, as may be given by the Board of
Directors to the Chairman of the Board, if there be such an officer, the Chief
Executive Officer (the "CEO") shall perform the duties normally expected of a
chief executive officer and shall, subject only to the higher authority and
control of the Board of Directors, have primary responsibility for general
supervision, direction and control of the business (including long-term strategy
and policy) and of the other officers, employees and agents of the Corporation.
The CEO shall preside at all meetings of the stockholders. He or she shall be an
ex-officio member of all the standing committees including the executive
committee, if any, shall have the general powers and duties of management
usually vested in the office of chief executive officer of a corporation, and
shall have such other powers and duties as may be prescribed by the Board of
Directors or these Bylaws. The CEO shall have power to sign all stock
certificates, contracts and other instruments of the Corporation that are
authorized by the Board of Directors.

     SECTION 4.4    PRESIDENT.

     Subject to such supervisory powers, if any, as may be given by the Board of
Directors to the Chairman of the Board and the CEO, if there be such officers,
the President shall be the general manager of the Corporation and shall, subject
to the control of the Board of Directors and the powers of the CEO, have general
day-to-day supervision, direction and control of the business and other officers
(other than the Chairman of the Board, the CEO and the CEO's staff), employees
and agents of the Corporation. In the absence of the CEO, the President shall
have all of the powers of the CEO (as enumerated in Section 4.3 hereof) and
shall preside at all meetings of the stockholders. The President shall have the
general powers and duties of management usually vested in the office of
president of a corporation, and shall have such other powers and duties as may
be prescribed by the CEO, the Board of Directors or these Bylaws. The President
shall have power to sign all stock certificates, contracts and other instruments
of the Corporation that are authorized by the Board of Directors.

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     SECTION 4.5    CHIEF OPERATING OFFICER.

     Subject to such supervisory powers, if any, as may be given by the Board of
Directors to the Chairman of the Board, the Chief Executive Officer and the
President, if there be such officers, the Chief Operating Officer (the "COO")
shall be responsible for implementing on an operational basis the strategy and
policies of the Corporation (as set by the Board of Directors and the CEO) and
shall, subject to the control of the Board of Directors and the powers of the
CEO and the President, have general day-to-day supervision, direction and
control of the business and other officers (other than the Chairman of the
Board, the CEO and the President, and their respective staffs), employees and
agents of the Corporation. The COO shall have the general powers and duties of
management usually vested in the office of a chief operating officer or general
manager of operations of a corporation, and shall have such other powers and
duties as may be prescribed by the CEO, the President, the Board of Directors or
these Bylaws. The COO shall have power to sign all stock certificates, contracts
and other instruments of the Corporation that are authorized by the Board of
Directors.

     SECTION 4.6    VICE PRESIDENT.

     In the absence or disability of the CEO, the President and the COO, the
Vice Presidents, if any, in order of their rank as fixed by the Board of
Directors, or, if not ranked, the Vice President designated by the Board of
Directors, shall perform the duties of the CEO, President or COO, as the case
may be, and when so acting shall have all the powers of, and be subject to all
the restrictions upon, the CEO, President or COO, as the case may be. The Vice
Presidents, if any, shall have such other powers and perform such other duties
as from time to time may be prescribed for them by the Board of Directors or
these Bylaws.

     SECTION 4.7    CHIEF FINANCIAL OFFICER.

     The Chief Financial Officer (the "CFO") shall keep and maintain, or cause
to be kept and maintained, adequate and correct financial books and records of
account of the Corporation in written form or any other form capable of being
converted into written form.

     The CFO shall deposit all monies and other valuables in the name and to the
credit of the Corporation with such depositories as may be designated by the
Board of Directors. The CFO shall disburse all funds of the Corporation as may
be ordered by the Board of Directors, shall render to the CEO, the President and
the Board of Directors, whenever they or any of them request it, an account of
all of his or her transactions as CFO and of the financial condition of the
Corporation, and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or by these Bylaws.

     SECTION 4.8    SECRETARY.

     The Secretary shall keep, or cause to be kept, a book of minutes in written
form of the proceedings of the Board of Directors, committees of the Board and
stockholders. Such minutes shall include all waivers of notice, consents to the
holding of meetings and approvals of the minutes of meetings executed pursuant
to these Bylaws or the Delaware General Corporation Law. The Secretary shall
keep, or cause to be kept, at the principal executive office or at the office of
the Corporation's transfer agent or registrar, a record of its stockholders,
giving the names and addresses of all stockholders and the number and class of
shares held by each.

     The Secretary shall give, or cause to be given, notice of all meetings of
the stockholders and of the Board of Directors required by these Bylaws or by
law to be given, and shall keep the seal of the

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Corporation in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors or these Bylaws.

     SECTION 4.9    DELEGATION OF AUTHORITY.

     The Board of Directors may from time to time delegate the powers or duties
of any officer to any other officers or agents, notwithstanding any provision
hereof.

     SECTION 4.10   REMOVAL.

     Any officer of the Corporation may be removed at any time, with or without
cause, by the Board of Directors.

     SECTION 4.11   ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS.

     Unless otherwise directed by the Board of Directors, the CEO, the
President, the COO and any officer of the Corporation authorized by the CEO
shall have power to vote and otherwise act on behalf of the Corporation, in
person or by proxy, at any meeting of stockholders of or with respect to any
action of stockholders of any other corporation in which this Corporation may
hold securities and otherwise to exercise any and all rights and powers that
this Corporation may possess by reason of its ownership of securities in such
other corporation.

                                    ARTICLE V

                                      STOCK

     SECTION 5.1    CERTIFICATES OF STOCK.

     Each stockholder shall be entitled to a certificate signed by, or in the
name of the Corporation by, the President or a Vice President, and the
Secretary, an Assistant Secretary or the Chief Financial Officer, certifying the
number of shares owned by him or her. Any or all the signatures on the
certificate may be facsimile.

     SECTION 5.2    TRANSFERS OF STOCK.

     Transfers of stock shall be made only upon the transfer books of the
Corporation kept at an office of the Corporation or by transfer agents
designated to transfer shares of the stock of the Corporation. Except where a
certificate is issued in accordance with Section 5.4 of these Bylaws, an
outstanding certificate for the number of shares involved shall be surrendered
for cancellation before a new certificate is issued therefor.

     SECTION 5.3    RECORD DATE.

     The Board of Directors may fix a record date, which shall not be more than
sixty (60) nor fewer than ten (10) days before the date of any meeting of
stockholders, nor more than sixty (60) days prior to the time for the other
action hereinafter described, as of which there shall be determined the
stockholders who are entitled: to notice of or to vote at any meeting of
stockholders or any adjournment thereof; to express consent to corporate action
in writing without a meeting; to receive payment of any dividend or other
distribution or allotment of any rights; or to exercise any rights with respect
to any change, conversion or exchange of stock or with respect to any other
lawful action.

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     SECTION 5.4    LOST, STOLEN OR DESTROYED CERTIFICATES.

     In the event of the loss, theft or destruction of any certificate of stock,
another may be issued in its place pursuant to such regulations as the Board of
Directors may establish concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.

     SECTION 5.5    REGULATIONS.

     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

                                     NOTICES

     SECTION 6.1    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, mailgram or
commercial courier service. Any such notice shall be addressed to such
stockholder, director, officer, employee or agent at this last known address as
the same appears on the books of the Corporation. The time when such notice is
received by such stockholder, director, officer, employee or agent, or by any
person accepting such notice on behalf of such person, if hand delivered, or
dispatched, if delivered through the mails or by telegram, courier or mailgram,
shall be the time of the giving of the notice.

     SECTION 6.2    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.
Attendance of a person at a meeting shall constitute a waiver of notice for such
meeting, except when the person attends a meeting for the express purpose of
objecting, and does in fact object, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

                                   ARTICLE VII

                                  MISCELLANEOUS

     SECTION 7.1    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.

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     SECTION 7.2    CORPORATE SEAL.

     The Board of Directors may provide a suitable seal, containing the name of
the Corporation, which seal shall be in the charge of the Secretary. If and when
so directed by the Board of Directors or a committee thereof, duplicates of the
seal may be kept and used by the Chief Financial Officer or by an Assistant
Secretary or other officer designated by the Board of Directors.

     SECTION 7.3    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.

     SECTION 7.4    FISCAL YEAR.

     The fiscal year of the Corporation shall be as fixed by the Board of
Directors.

     SECTION 7.5    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.

                                  ARTICLE VIII

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     SECTION 8.1    RIGHT TO INDEMNIFICATION.

     Each person who was or is made a party or is threatened to be made a party
to or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative ("Proceeding"), by reason of the fact that he or
she, or a person of whom he or she is the legal representative, is or was a
director or 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 employee benefit plans, 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 General Corporation Law of Delaware, 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 than said Law permitted the Corporation to provide prior
to such amendment) against all expenses, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of his or her heirs, executors and administrators; PROVIDED,
HOWEVER, that, except as provided in Section 8.2, the Corporation shall
indemnify any such person seeking indemnity in connection with a Proceeding (or
part thereof) initiated by such person only if such Proceeding (or part thereof)
was authorized by the Board of Directors of the Corporation. Such right shall be
a contract right

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and shall include the right to be paid by the Corporation expenses incurred in
defending any such Proceeding in advance of its final disposition; PROVIDED,
HOWEVER, that, if required by the General Corporation Law of Delaware, the
payment of such expenses incurred by a director or officer 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 person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of such Proceeding, shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it should be determined ultimately that such
director or officer is not entitled to be indemnified under this Section or
otherwise.

     Any indemnification as provided herein (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of a director, officer, employee or agent is
proper in the circumstances because he has met the applicable standard of
conduct set forth in the General Corporation Law of Delaware. Such determination
shall be made (1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.

     SECTION 8.2    RIGHT OF CLAIMANT TO BRING SUIT.

     If a claim under Section 8.1 is not paid in full by the Corporation within
ninety (90) days after a written claim has been received by the Corporation, the
claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any Proceeding in advance of
its final disposition where the required undertaking, if any, has been tendered
to the Corporation) that the claimant has not met the standards of conduct which
make it permissible under the General Corporation Law of Delaware for the
Corporation to indemnify the claimant for the amount claimed. 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 action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the General Corporation Law of Delaware, nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that claimant has not met the applicable standard of conduct.

     SECTION 8.3    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
related expenses, to any employee or agent of the Corporation to the fullest
extent of the provisions of this Article with respect to the indemnification of
and advancement of expenses to directors and officers of the Corporation.

     SECTION 8.4    NON-EXCLUSIVITY OF RIGHTS.

     The rights conferred on any person by Sections 8.1, 8.2 and 8.3 shall not
be exclusive of any other right which such persons may have or hereafter acquire
under any statute, provisions of the Certificate of Incorporation, bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.

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     SECTION 8.5    INDEMNIFICATION CONTRACTS.

     The Board of Directors is authorized to enter into a contract with any
director, officer, employee or agent of the Corporation, or any person serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
including employee benefit plans, providing for indemnification rights
equivalent to those provided for in this Article VIII.

     SECTION 8.6    INSURANCE.

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

     SECTION 8.7    EFFECT OF AMENDMENT.

     Any amendment, repeal or modification of any provision of this Article VIII
by the stockholders or the directors of the Corporation shall not adversely
affect any right or protection of a director or officer of the Corporation
existing at the time of such amendment, repeal or modification.

     SECTION 8.8    SAVINGS CLAUSE.

     If this Article or any portion hereof shall be invalidated on any ground by
any court of competent jurisdiction, then the Corporation shall nevertheless
indemnify each director, officer, employee and agent of the Corporation as to
costs, charges and expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement with respect to any action, suit or proceeding,
whether civil, criminal, administrative or investigative, including an action by
or in the right of the Corporation, to the fullest extent permitted by any
applicable portion of this Article that shall not have been invalidated and to
the fullest extent permitted by applicable law.

                                   ARTICLE IX

                                   AMENDMENTS

     The Board of Directors is expressly empowered to adopt, amend, alter or
repeal Bylaws of the Corporation, subject to the right of the stockholders to
adopt, amend, alter or repeal the Bylaws of the Corporation. Any adoption,
amendment or repeal of Bylaws of the Corporation by the Board of Directors shall
require the approval of a majority of the total number of authorized directors
(whether or not there exist any vacancies in previously authorized directorships
at the time any resolution providing for adoption, amendment or repeal is
presented to the Board). The stockholders shall also have power to adopt, amend,
alter or repeal the Bylaws of the Corporation.

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