Exhibit
3.2 BY-LAWS OF PAS MERGER SUB, INC. A Delaware Corporation ARTICLE I MEETINGS OF STOCKHOLDERS Section 1.Place and Time of Meetings.  An annual meeting of the stockholders shall
be held each year within one hundred twenty (120) days after the close of the
immediately preceding fiscal year of the Corporation for the purpose of
electing directors and conducting such other proper business as may come before
the meeting.  The date, time and place
of the annual meeting shall be determined by the president of the Corporation; provided,
however, that if the president does not act, the board of directors
shall determine the date, time and place of such meeting. Section 2.Special Meetings.  Special meetings of stockholders may be
called by the board of directors for any purpose and may be held at such time
and place, within or outside the State of Delaware, as shall be stated in a
notice of meeting or in a duly executed waiver of notice thereof. Section 3.Place of Meetings.  The board of directors may designate any
place, either within or outside the State of Delaware, as the place of meeting
for any annual meeting or for any special meeting called by the board of
directors.  If no designation is made,
or if a special meeting be otherwise called, the place of meeting shall be the
principal executive office of the Corporation. Section 4.Notice.  Whenever stockholders are required or
permitted to take action at a meeting, written or printed notice stating the
place, date, time, and, in the case of special meetings, the purpose or
purposes, of such meeting, shall be given to each stockholder entitled to vote
at such meeting.  Unless otherwise
provided by law, the written notice of any meeting shall be given not less than
ten nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting.  If
mailed, such notice shall be deemed to be given when deposited in the United
States mail, postage prepaid, directed to the stockholder at such stockholders
address as it appears in the records of the Corporation. Section 5.Stockholders List.  The officer having charge of the stock
ledger of the Corporation shall make, at least ten (10) days before every
meeting of the stockholders, a complete list of the stockholders entitled to
vote at such meeting arranged in alphabetical order, showing the address of
each stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to
the examination of 
   any 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 list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present. Section 6.Quorum.  The holders of a majority of the outstanding
shares of capital stock entitled to vote on a matter at the meeting, present in
person or represented by proxy, shall constitute a quorum at all meetings of
the stockholders, except as otherwise provided by statute or by the certificate
of incorporation or these by-laws.  If a
quorum is not present, the holders of a majority of the shares present in
person or represented by proxy at the meeting, and entitled to vote at the
meeting, may adjourn the meeting to another time and/or place in the manner
provided by Section 7 of this Article until a quorum shall be so present or
represented. Section 7.Adjourned Meetings.  Any meeting of stockholders, annual or
special, may be adjourned from time to time, to reconvene at some other
place.  When a meeting is adjourned to
another time and place, 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 thirty days, or if 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. Section 8.Vote Required.  The directors shall be elected by a
plurality of the votes of the shares present in person or represented by proxy
at the meeting and entitled to vote in the election of directors.  In all other matters, when a quorum is
present, the affirmative vote of the majority of shares present in person or
represented by proxy at the meeting and entitled to vote on the subject matter
shall be the act of the stockholders, unless the question is one upon which by
express provisions of an applicable law or of the certificate of incorporation
or these by-laws a different vote is required, in which case such express
provision shall govern and control the decision of such question. Section 9.Voting Rights.  Except as otherwise provided by the General
Corporation Law of the State of Delaware as from time to time in effect
including any successor provisions of law (the DGCL) or by the certificate of
incorporation of the Corporation or any amendments thereto and subject to
Article VI hereof, every stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
common stock held by such stockholder. Section 10.Proxies.  Each stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for
him or her by proxy, but no  2 
   such proxy shall be voted
or acted upon after three years from its date, unless the proxy provides for a
longer period.  A duly executed proxy
shall be irrevocable if it states that it is irrevocable and if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power, regardless of whether the interest with which it is coupled
is an interest in the stock itself or an interest in the Corporation
generally.  A stockholder may revoke any
proxy which is not irrevocable by attending the meeting and voting in person or
by filing an instrument in writing revoking the proxy or another duly executed
proxy bearing a later date with the Secretary of the Corporation. Section 11.Action by Written Consent.  Unless otherwise provided in the certificate
of incorporation or by-laws, any action required by law to be taken at any
annual or special meeting of stockholders of the Corporation, or any action
which may be taken at any annual or special meeting of such 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 and bearing
the dates of signature of the stockholders who signed the consent or consents,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted and shall be delivered to the Corporation by delivery to its
registered office in the state of Delaware, or the Corporations principal
place of business, or an officer or agent of the Corporation having custody of
the book or books in which proceedings of meetings of the stockholders are
recorded.  Delivery made to the
Corporations registered office shall be by hand or by certified or registered
mail, return receipt requested.  All
consents properly delivered in accordance with this section shall be deemed to
be recorded when so delivered.  No
written consent shall be effective to take the corporate action referred to
therein unless, within sixty (60) days of the earliest dated consent delivered
to the Corporation as required by this section, written consents signed by the
holders of a sufficient number of shares to take such corporate action are so
recorded.  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.  Any action taken pursuant to
such written consent or consents of the stockholders shall have the same force
and effect as if taken by the stockholders at a meeting thereof. Section 12.Organization.  Meetings of the stockholders shall be presided
over by the Chairman of the Board, if any, or in the absence of the Chairman of
the Board by the Vice Chairman of the Board, if any, or in the absence of the
Vice Chairman of the Board by the President, or in the absence of the President
by a Vice President, or in the absence of the foregoing persons by a chairman
designated by the board of directors, or in the absence of such designation by
a chairman chosen at the meeting.  The
Secretary, or in the absence of the Secretary, an Assistant Secretary shall act
as secretary of the meeting, but in the absence of the Secretary and any
Assistant Secretary, the chairman of the meeting may appoint any person to act
as the secretary of the meeting.  3 
   ARTICLE II DIRECTORS Section 1.General
Powers.  The business and affairs of
the Corporation shall be managed by or under the direction of the board of
directors, except as may be otherwise provided in the by-laws or in the
certificate of incorporation. Section 2.Number, Election and Term
of Office.  The number of directors
which shall constitute the first board shall be three (3).  Thereafter, the number of directors shall be
established from time to time by resolution of the board.  The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 4 of this
Article III.  Each director elected
shall hold office until a successor is duly elected and qualified or until his
or her earlier death, resignation or removal as hereinafter provided. Section 3.Removal
and Resignation.  Any director or
the entire board of directors may be removed at any time, with or without
cause, by the holders of a majority of the shares then entitled to vote at an
election of directors.  Any director may
resign at any time upon written notice to the board of directors or to the
President or the Secretary of the Corporation. 
Such resignation shall take effect at the time specified therein, and
unless otherwise specified therein no acceptance of such resignation shall be
necessary to make it effective. Section 4.Vacancies.  Unless otherwise provided in the certificate
of incorporation or these by-laws, vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director.  Each
director so chosen shall hold office until a successor is duly elected and qualified
or until his or her earlier death, resignation or removal as herein provided. Section 5.Annual Meetings.  The annual meeting of each newly elected
board of directors shall be held without other notice than this by-law
immediately after, and at the same place as, the annual meeting of stockholders. Section 6.Other Meetings and Notice.  Regular meetings, other than the annual
meeting, of the board of directors may be held without notice at such time and
at such place within or outside the State of Delaware as shall from time to
time be determined by resolution of the board. 
Special meetings of the board of directors may be held at any time or
place within or outside the State of Delaware whenever called by or at the
request of the Chairman of the Board, any two directors or the president on at
least twenty-four (24) hours notice to each director, either personally, by
telephone, by mail, by facsimile or e-mail. Section 7.Quorum,
Required Vote and Adjournment.  At
all meetings of the board of directors, a majority of the total number of
directors shall constitute a  4 
   quorum for the
transaction of business.  The vote of a
majority of directors present at a meeting at which a quorum is present shall
be the act of the board of directors unless the certificate of incorporation or
these by-laws shall require a vote of a greater number.  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 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 (1) or more of the directors of the Corporation,
which to the extent provided in such resolution or these by-laws shall have and
may exercise the powers 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 the following
matters: (i) approving or adopting, or recommending to the stockholders, any
action or matter expressly required by law to be submitted to stockholders for
approval or (ii) adopting, amending or repealing any bylaw of the
Corporation.  The board of directors may
designate one (1) or more directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of the
committee.  Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the board of directors. 
Each committee shall keep regular minutes of its meetings and report the
same to the board of directors when required. Section 9.Committee
Rules.  Each committee of the board
of directors may adopt, amend and repeal rules for the conduct of its business
and shall hold its meetings as provided by such rules, except as may otherwise
be provided by a resolution of the board of directors designating such
committee.  In the event that a member
and that members alternate, if alternates are designated by the board of
directors as provided in Section 8 of this Article III, of such
committee is or are absent or disqualified, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously appoint another member
of the board of directors to act at the meeting in place of any such absent or
disqualified member.  In the absence of
a provision by the board of directors or a provision in the rules of such committee
to the contrary, a majority of the entire authorized number of members of such
committee shall constitute a quorum for the transaction of business, the vote
of a majority of the members present at a meeting at the time of such vote if a
quorum is then present shall be the act of such committee and in other respects
each committee shall conduct its business in the same manner as the board of
directors conducts its business pursuant to this Article. Section 10.Communications
Equipment.  Unless otherwise
restricted by the certificate of incorporation or these by-laws, members of the
board of directors or any committee thereof may participate in and act at any
meeting of such board or committee through the use of a conference telephone or
other communications equipment by means  5 
   of which all persons
participating in the meeting can hear each other, and participation in the
meeting pursuant to this section shall constitute presence in person at the
meeting. Section 11.Waiver
of Notice.  Whenever notice is
required to be given by law or under any provision of the certificate of
incorporation or these by-laws, a written waiver thereof, signed by the person
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent to notice.  Any member
of the board of directors or any committee thereof who is present at a meeting
shall be conclusively presumed to have waived notice of such meeting except
when such member attends 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. Section 12.Action
by Written Consent.  Unless
otherwise restricted by the certificate of incorporation or these by-laws, 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 or by electronic transmission, and the writing or writings or
electronic transmission or transmissions are filed with the minutes of
proceedings of the board or committee. 
Such filing shall be in paper form if the minutes are maintained in
paper form and shall be in electronic form if the minutes are maintained in
electronic form. Section 13.Organization.  Meetings of the board of directors shall be
presided over by the Chairman of the Board, if any, or in the absence of the
Chairman of the Board by the Vice Chairman of the Board, if any, or in the
absence of the Vice Chairman of the Board by the President, or in their absence
by a chairman chosen at the meeting. 
The Secretary, or in the absence of the Secretary, an Assistant
Secretary shall act as secretary of the meeting, but in the absence of the
Secretary and any Assistant Secretary, the chairman of the meeting may appoint
any person to act as the secretary of the meeting. Section 14.Compensation.  Unless otherwise restricted by the
certificate of incorporation or these by-laws, the board of directors shall
have the authority to fix the compensation of directors. ARTICLE III OFFICERS Section 1.Number.  The officers of the Corporation shall be
elected by the board of directors and may consist of a president, any number of
vice presidents, a secretary, a chief financial officer, any number of
assistant secretaries and such other officers and assistant officers as may be
deemed necessary or desirable by the board of directors.  Any number of offices may be held by the
same person unless the certificate of incorporation or these by-laws otherwise
provide.  In its discretion, the board
of directors may choose not to fill any office for any period as it may deem
advisable, except that the  6 
   offices of president and
secretary shall be filled as expeditiously as possible.  The board of directors may also elect from
among its members a Chairman of the Board. Section 2.Election and Term of
Office.  The officers of the
Corporation shall be elected annually by the board of directors at its first
meeting held after each annual meeting of stockholders or as soon thereafter as
conveniently may be.  New offices may be
created and filled at any meeting of the board of directors.  Unless otherwise provided in the resolution
of the board of directors electing any officer, each officer shall hold office
until a successor is duly elected and qualified or until his or her earlier
death, resignation or removal as hereinafter provided. Section 3.Removal; Resignation.  Any officer elected by the board of
directors may be removed by the board of directors with or without cause
whenever in its judgment the best interests of the Corporation would be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed, but the election of an officer shall not of
itself create contractual rights.  Any
officer may resign at any time upon written notice to the board of directors or
to the President or the Secretary of the Corporation.  Such resignation shall take effect at the time specified therein,
and unless otherwise specified therein no acceptance of such resignation shall
be necessary to make it effective. Section 4.Vacancies.  Any vacancy occurring in any office of the
Corporation because of death, resignation, removal, disqualification or
otherwise, may be filled for the unexpired portion of the term by the board of
directors then in office at any annual, regular or special meeting. Section 5.Compensation.  Compensation of all officers shall be fixed
by the board of directors, and no officer shall be prevented from receiving
such compensation by virtue of his or her also being a director of the
Corporation. Section 6.Chairman
of the Board.  The Chairman of the
Board, if any, shall preside at all meetings of the board of directors and of
the stockholders at which he or she shall be present and shall have and may
exercise such powers as may, from time to time, be assigned to him or her by
the Board or as may be provided by law. Section 7.President.  The president, subject to the powers of the
board of directors, shall have general charge of the business, affairs and
property of the Corporation, and control over its officers, agents and
employees; and shall see that all orders and resolutions of the board of
directors are carried into effect.  The
president shall 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. 
The president shall have such other powers and perform such other duties
as may be prescribed by the board of directors or as may be provided in these
by-laws.  7 
   Section 8.Vice-presidents.  The vice-president, or if there shall be
more than one (1), the vice-presidents in the order determined by the board of
directors shall, in the absence or disability of the president, act with all of
the powers and be subject to all the restrictions of the president.  The vice-presidents shall also perform such
other duties and have such other powers as the board of directors, the
president or these by-laws may, from time to time, prescribe. Section 9.The Treasurer.  The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the Corporation
and shall deposit or cause to be deposited, in the name of the Corporation, all
moneys or other valuable effects in such banks, trust companies or other
depositories as shall, from time to time, be selected by or under authority of
the board of directors.  If required by
the board of directors, the Treasurer shall give a bond for the faithful
discharge of his or her duties, with such surety or sureties as the board of
directors may determine.  The Treasurer
shall keep or cause to be kept full and accurate records of all receipts and
disbursements in books of the Corporation, shall render to the President and to
the board of directors, whenever requested, an account of the financial
condition of the Corporation, and, in general, shall perform all the duties
incident to the office of the treasurer of a corporation and such other duties
as may, from time to time, be assigned to him or her by the board of directors
or the President or as may be provided by law. Section 10.The
Secretary and Assistant Secretaries. 
The secretary shall attend all meetings of the board of directors, all
meetings of the committees thereof and all meetings of the stockholders and
record all the proceedings of the meetings in a book or books to be kept for
that purpose.  Under the presidents
supervision, the secretary shall give, or cause to be given, all notices
required to be given by these by-laws or by law; shall have such powers and
perform such duties as the board of directors, the president or these by-laws
may, from time to time, prescribe; and shall have custody of the corporate seal
of the Corporation.  The secretary, or
an assistant secretary, shall have authority to affix the corporate seal to any
instrument requiring it and when so affixed, it may be attested by his or her
signature or by the signature of such assistant secretary.  The board of directors may give general
authority to any other officer to affix the seal of the Corporation and to
attest the affixing by his or her signature. 
The assistant secretary, or if there be more than one (1), the assistant
secretaries in the order determined by the board of directors, shall, in the
absence or disability of the secretary, perform the duties and exercise the
powers of the secretary and shall perform such other duties and have such other
powers as the board of directors or president may, from time to time,
prescribe. Section 11.Other Officers, Assistant
Officers and Agents.  Officers and
assistant officers, other than those whose duties are provided for in these
by-laws, shall have such authority and perform such duties as may from time to
time be prescribed by resolution of the board of directors which is not
inconsistent with these by-laws. 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  8 
   in such officers place
during such officers absence or disability, the board of directors may by
resolution delegate the powers and duties of such officer to any other officer
or to any director, or to any other person whom it may select. ARTICLE IV CERTIFICATES OF STOCK Section 1.Form.  Every holder of stock in the Corporation
shall be entitled to have a certificate, signed by, or in the name of the
Corporation by the president, or a vice-president and the secretary or any
assistant secretary of the Corporation, certifying the number of shares owned
by such holder in the Corporation.  If
such a certificate is manually signed by one officer or manually countersigned
(1) by a transfer agent or an assistant transfer agent other than the
Corporation or its employee or (2) by a registrar, other than the Corporation
or its employee, any other signatures on the certificate may be
facsimiles.  In case any officer or
officers or transfer agent or registrar who have signed, or whose facsimile
signature or signatures have been used on, any such certificate or certificates
shall cease to be such officer or officers of the Corporation or such transfer
agent or registrar whether because of death, resignation or otherwise before
such certificate or certificates have been issued and delivered by the
Corporation, such certificate or certificates may nevertheless be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the Corporation or such
transfer agent or registrar.  All
certificates for shares shall be consecutively numbered or otherwise
identified.  The name of the person to
whom the shares represented thereby are issued, with the number of shares and
date of issue, shall be entered on the books of the Corporation.  Shares of stock of the Corporation shall
only be transferred on the books of the Corporation by the holder of record
thereof or by such holders attorney duly authorized in writing, upon surrender
to the Corporation of the certificate or certificates for such shares endorsed
by the appropriate person or persons, with such evidence of the authenticity of
such endorsement, transfer, authorization, and other matters as the Corporation
may reasonably require, and accompanied by all necessary stock transfer stamps.  In that event, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate or certificates, and record the transaction on its books.  The board of directors may appoint a bank or
trust company organized under the laws of the United States or any state
thereof to act as its transfer agent or registrar, or both in connection with
the transfer of any class or series of securities of the Corporation. Section 2.Lost Certificates.  The board of directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates previously issued by the Corporation alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen, or destroyed.  When authorizing such issue of a new
certificate or certificates, the board of directors may, in its discretion and
as a condition precedent to the issuance  9 
   thereof, require the
owner of such lost, stolen, or destroyed certificate or certificates, or his or
her legal representative, to give the Corporation a bond sufficient to
indemnify the Corporation against any claim that may be made against the
Corporation on account of the loss, theft or destruction of any such
certificate or the issuance of such new certificate. Section 3.Fixing a Record Date for
Stockholder Meetings.  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 sixty (60) nor less
than ten (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 the close of business on the next day 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, however, that the board
of directors may fix a new record date for the adjourned meeting. Section 4.Fixing a Record Date for
Action by Written Consent.  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 ten (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 statute, 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
the State of 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 statute, 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. Section 5.Fixing a Record Date for
Other Purposes.  In order that the
Corporation may determine the stockholders entitled to receive payment of any
dividend or other distribution or allotment or any rights or the stockholders
entitled to exercise any rights in respect of any change, conversion or
exchange of stock, or for the purposes 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  10 
   which record date shall
be not more than sixty (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 6.Registered Stockholders.  Prior to the surrender to the Corporation of
the certificate or certificates for a share or shares of stock with a request
to record the transfer of such share or shares, the Corporation may treat the
registered owner as the person entitled to receive dividends, to vote, to
receive notifications, and otherwise to exercise all the rights and powers of
an owner. ARTICLE V GENERAL PROVISIONS Section 1.Fiscal Year.  The fiscal year of the Corporation shall be
fixed by resolution of the board of directors. Section 2.Corporate Seal.  The board of directors may provide a
corporate seal which shall be in such form as may be approved from time to time
by the board of directors of a circle and shall have inscribed thereon the name
of the Corporation and the words Corporate Seal, Delaware.  The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise. Section 3.Section Headings.  Section headings in these by-laws are for
convenience of reference only and shall not be given any substantive effect in
limiting or otherwise construing any provision herein. Section 4.Inconsistent Provisions.  In the event that any provision of these
by-laws is or becomes inconsistent with any provision of the certificate of
incorporation, the General Corporation Law of the State of Delaware or any
other applicable law, the provision of these by-laws shall not be given any
effect to the extent of such inconsistency but shall otherwise be given full
force and effect. ARTICLE VI AMENDMENTS These by-laws may be amended, altered, or repealed and
new by-laws adopted by the board of directors. 
The fact that the power to adopt, amend, alter, or repeal the by-laws
has been conferred upon the board of directors shall not divest the
stockholders of the same powers.  11