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                                                              EXHIBIT NUMBER 3.2

                                    BY-LAWS

                                       OF

                       STANFORD TELECOMMUNICATIONS, INC.

                 (as amended and restated as of June 16, 1999)


                                   ARTICLE 1

                            MEETINGS OF STOCKHOLDERS

          1.1    Place of Meeting. All meetings of the stockholders for the
election of directors shall be held at the principal office of the Corporation
in the City of Santa Clara, State of California, at such place as may be fixed
from time to time by the Board of Directors (the "Board") or at such other place
either within or without the State of Delaware as shall be designated from time
to time by the Board and stated in the notice of the meeting. Meetings of
stockholders for any purpose may be held at such time and place within or
without the State of Delaware as the Board may fix from time to time and as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.

          1.2    Annual Meeting. Annual meetings of stockholders shall be held
each year at such date and time as shall be designated from time to time by the
Board and stated in the notice of the meeting. At such annual meetings, the
stockholders shall elect a Board and transact such other business as may
properly be brought before the meetings.

          1.3    Special Meetings.  Special meetings of the stockholders may be
called for any purpose or purposes, unless otherwise prescribed by the statute
or by the Certificate of Incorporation, by the Chairman of the Board, the
President' a majority of the total number of authorized directors on the Board
or by the stockholders owning at least ten percent (10%) of the outstanding
voting stock of the Corporation. Such request shall state the purpose or
purposes of the proposed meeting.

          1.4    Notice of Meetings. Written notice of stockholders' meetings,
stating the place, date, and time of the meeting and the purpose or purposes for
which the meeting is called, shall be given to each stockholder entitled to vote
at such meeting not less than ten (10) nor more than sixty (60) days prior to
the meeting.

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

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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.

          1.5    Business Matter of a Special Meeting. Business transacted at
any special meeting of stockholders shall be limited to the purposes stated in
the notice.

          1.6    Action Without Meeting. Any action which may be taken at a
meeting of the stockholders, except approval of an agreement for merger or
consolidation of the Corporation with other corporations, may be taken without a
meeting if authorized by a writing signed by a majority of the persons who would
be entitled to vote upon such action at a meeting and filed with the Secretary
of the Corporation.

          1.7    List of Stockholders. The officer in charge of the stock ledger
of the Corporation or the transfer agent shall prepare and make, at least ten
(10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting arranged in alphabetical order, and
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, at a place
within the city where the meeting is to be held, which place, if other than the
place of the meeting, shall be specified in the notice of the meeting. The list
shall also be produced and kept at the place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is present in person
thereat.

          1.8    Organization and Conduct of Business. The Chairman of the Board
or, in his or her absence, the President of the Corporation or, in their
absence, such person as the Board may have designated or, in the absence of such
a person, 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. In the
absence of the Secretary of the Corporation, the Secretary of the meeting shall
be such person as the Chairman appoints.

          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 seems to him or her in order.

          1.9    Quorum and Adjournments. Except where otherwise provided by law
or the Certificate of Incorporation or these Bylaws, the holders of a majority
of the stock issued and outstanding and entitled to vote, present in person or
represented in proxy, shall constitute a quorum at all meetings of the
stockholders. The stockholders present at a duly called or held meeting at which
a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough stockholders to have less than a quorum
if any action taken (other than adjournment) is approved by at least a majority
of the shares required to constitute a quorum. At such adjourned meeting at
which a quorum is present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified. If, however, a
quorum shall not be present or represented at any meeting of the stockholders,
the

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stockholders entitled to vote thereat who are present in person or
represented by proxy shall have the power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented.

          1.10   Voting Rights. Unless otherwise provided in the Certificate of
Incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder.

         1.11    Majority Vote. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes or of the Certificate of Incorporation or of these Bylaws, a different
vote is required in which case such express provision shall govern and control
the decision of such question.

         1.12    Record Date for Stockholder Notice, Voting, and Giving
Consents. For purposes of determining the stockholders entitled to notice of any
meeting or to vote or entitled to express consent to corporate action without a
meeting, or entitled to receive payment of any dividend or other distribution,
or entitled to exercise any right in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action, the Board may
fix, in advance, a record date, which shall not be more than sixty (60) days nor
less than ten (10) days before the date of any such meeting nor more than sixty
(60) days before any other action.

If the Board does not so fix a record date:

                 (a)    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 business day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the business day next preceding
the day on which the meeting is held.

                 (b)    The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, (i) when no
prior action by the Board has been taken, shall be the day on which the first
written consent is given, or (ii) when prior action of the Board has been taken,
shall be at the close of business on the day on which the Board adopts the
resolution relating to that action, or the sixtieth (60th) day before the date
of such other action, whichever is later.

         1.13    Proxies. Every person entitled to vote for directors or on any
other matter shall have the right to do so either in person or by one or more
agents authorized by a written proxy signed by the person and filed with the
Secretary of the Corporation. A proxy shall be deemed signed if the
stockholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission, or otherwise) by the stockholder or the
stockholder's attorney-in-fact. A validly executed proxy which does not state
that it is irrevocable shall continue in full force and effect unless (i)
revoked by the person executing it, before the vote pursuant to

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that proxy, by a writing delivered to the Corporation stating that the proxy is
revoked, or by a subsequent proxy executed by, or attendance at the meeting and
voting in person by, the person executing the proxy; or (ii) written notice of
the death or incapacity of the maker of that proxy is received by the
Corporation before the vote pursuant to that proxy is counted; provided,
however, that no proxy shall be valid after the expiration of eleven months from
the date of the proxy, unless otherwise provided in the proxy.

         1.14    Inspectors of Election. Before any meeting of stockholders the
Board may appoint any person other than nominees for office to act as inspectors
of election at the meeting or its adjournment. If no inspectors of election are
so appointed, the Chairman of the meeting may, and on the request of any
stockholder or a stockholder's proxy shall, appoint inspectors of election at
the meeting. The number of inspectors shall be either one (1) or three (3). If
inspectors are appointed at a meeting on the request of one or more stockholders
or proxies, the holders of a majority of shares or their proxies present at the
meeting shall determine whether one (1) or three (3) inspectors are to be
appointed. If any person appointed as inspector fails to appear or fails or
refuses to act, the Chairman of the meeting may, and upon the request of any
stockholder or a stockholder's proxy shall, appoint a person to fill that
vacancy.

                                   ARTICLE 2

                                   DIRECTORS

          2.1    Number. As set forth in the Certificate of Incorporation, the
authorized number of directors of the Corporation shall not be less than five
(5) nor more than nine (9) until changed by amendment to the Certificate of
Incorporation. The Board may, within the limits specified by this Section,
increase or decrease the exact number of directors from time to time by
resolution adopted by the affirmative vote of a majority of the entire Board.
The exact number of directors shall be six (6) until changed pursuant to this
Section. No decrease in the number of directors shall shorten the term of any
incumbent director.

          2.2    Election, Qualifications and Term of Office. Except as provided
in Section 3.3, the directors shall be elected by the stockholders at the Annual
Meeting in each year and shall severally hold office until their successors
shall be duly elected and qualified, or until their death, resignation or
removal. Directors need not be stockholders.

          2.3    Resignation and Vacancies. A vacancy or vacancies in the Board
shall be deemed to exist in the case of the death, resignation or removal of any
director, or if the authorized number of directors be increased. Vacancies may
be filled by a majority of the remaining directors, though less than a quorum,
or by a sole remaining director, unless otherwise provided in the Articles of
Incorporation. The stockholders may elect a director or directors at any time to
fill any vacancy or vacancies not filled by the directors. If the Board accepts
the resignation of a director tendered to take effect at a future time, the
Board shall have power to elect a successor to take office when the resignation
is to become effective. If there are no directors in office, then an election of
directors may be held in the manner provided by statute.

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          2.4    Removal of Directors. Unless otherwise restricted by statute,
the Certificate of Incorporation or these Bylaws, any director or the entire
Board may be removed, with or without cause, by the holders of at least a
majority of the shares entitled to vote at an election of directors.

          2.5    Powers. The business of the Corporation shall be managed by or
under the direction of the Board which may exercise all such powers of the
Corporation and do all such lawful acts and things which are not by statute or
by the Certificate of Incorporation or by these Bylaws directed or required to
be exercised or done by the stockholders.

          Without prejudice to these general powers, and subject to the same
limitations, the directors shall have the power to:

                 (a)    Select and remove all officers, agents, and employees of
the Corporation; prescribe any powers and duties for them that are consistent
with law, with the Certificate of Incorporation, and with these Bylaws; fix
their compensation; and require from them security for faithful service.

                 (b)    Confer upon any office the power to appoint, remove and
suspend subordinate officers, employees and agents;

                 (c)    Change the principal executive office or the principal
business office in the State of California from one location to another; cause
the Corporation to be qualified to do business in any other state, territory,
dependency, or country and conduct business within or without the State of
California; and designate any place within or without the State of California
for the holding of any stockholders meeting, or meetings, including annual
meetings.

                 (d)    Adopt, make, and use a corporate seal; prescribe the
forms of certificates of stock; and alter the form of the seal and certificates.

                 (e)    Authorize the issuance of shares of stock of the
Corporation on any lawful terms, in consideration of money paid, labor done,
services actually rendered, debts or securities canceled, tangible or intangible
property actually received.

                (f)     Borrow money and incur indebtedness on behalf of the
Corporation, and cause to be executed and

delivered for the Corporation's purposes, in the corporate name, promissory
notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations,
and other evidences of debt and securities.

                (g)     Declare dividends from time to time in accordance with
law.

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                 (h)    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.

                 (i)    Adopt from time to time regulations not inconsistent
with these Bylaws for the management of the Corporation's business and affairs.

          2.6    Place of Meetings. The Board may hold meetings, both regular
and special, either within or without the State of Delaware.

          2.7    Annual Meetings. The annual meetings of the Board shall be held
immediately following the annual meeting of stockholders, and no notice of such
meeting shall be necessary to the Board, provided a quorum shall be present. The
annual meetings shall be for the purposes of organization, and an election of
officers and the transaction of other business.

          2.8    Regular Meetings. Regular meetings of the Board may be held
without notice at such time and place as may be determined from time to time by
the Board.

          2.9    Special Meetings. Special meetings of the Board may be called
by the Chairman of the Board, the President, a Vice President or a majority of
the Board upon one (1) days notice to each director.

          2.10   Quorum and Adjournments. At all meetings of the Board, a
majority of the directors then in office shall constitute a quorum for the
transaction of business, and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may otherwise be specifically provided by law or the Certificate of
Incorporation. If a quorum is not present at any meeting of the Board, the
directors present may adjourn the meeting from time to time, without notice
other than announcement at the meeting at which the adjournment is taken, until
a quorum shall be present. A meeting at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of directors, if
any action taken is approved of by at least a majority of the required quorum
for that meeting.

         2.11    Action Without Meeting. 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 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.

         2.12    Telephone Meetings. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any member of the Board or any
committee may part pate in a meeting 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.

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         2.13    Waiver of Notice. Notice of a meeting need not be given to any
director who signs a waiver of notice or a consent to holding the meeting or an
approval of the minutes thereof, whether before or after the meeting, or who
attends the meeting without protesting, prior thereto or at its commencement,
the lack of notice to such director. All such waivers, consents and approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.

         2.14    Fees and Compensation of Directors. Unless otherwise restricted
by the Certificate of Incorporation or these Bylaws, the Board shall have the
authority to fix the compensation of directors. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board and may be paid a
fixed sum for attendance at each meeting of the Board or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

         2.15    Rights of Inspection. Every director shall have the absolute
right at any reasonable time to inspect and copy all books, records and
documents of every kind and to inspect the physical properties of the
Corporation and also of its subsidiary corporations, domestic or foreign. Such
inspection by a director may be made in person or by agent or attorney and
includes the right to copy and obtain extracts.

                                   ARTICLE 3

                            COMMITTEES OF DIRECTORS

          3.1    Selection. The Board may, by resolution passed by a majority of
the entire 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.

          In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or she or they constitute a quorum, may unanimously
appoint another member of the Board to act at the meeting in the place of any
such absent or disqualified member.

          3.2    Power. Any such committee, to the extent provided in the
resolution of the Board, shall have and may exercise all the powers and
authority of the Board 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, (except
that a committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the Board as provided
in Section 151(a) of the General Corporation Law of Delaware, fix any of the
preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the conversion
into, or the exchange

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of such shares for, shares of any other class or classes or any other series of
the same or any other class or classes of stock of the Corporation) 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 dissolution, removing or indemnifying directors, or amending the
Bylaws of the Corporation; and, unless the resolution 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 or to
adopt a certificate of ownership and merger. Such committee or committees shall
have such name or names as may be determined from time to time by resolution
adopted by the Board.

          3.3    Committee Minutes. Each committee shall keep regular minutes of
its meetings and report the same to the Board when required.

                                   ARTICLE 4

                                   OFFICERS

          4.1    Officers Designated. The officers of the Corporation shall be
chosen by the Board and shall be a President, a Secretary and a Treasurer. The
Board may also choose a Chairman of the Board, one or more Vice Presidents, and
one or more assistant Secretaries and assistant Treasurers. Any number of
offices may be held by the same person, unless the Certificate of Incorporation
or these Bylaws otherwise provide.

          4.2    Appointment of Officers. The officers of the Corporation,
except such officers as may be appointed in accordance with the provisions of
4.3 or 4.5 of this Article 4, shall be appointed by the Board, and each shall
serve at the pleasure of the Board, subject to the rights, if any, of an officer
under any contract of employment.

          4.3    Subordinate Officers. The Board may appoint, and may empower
the President to appoint, such other officers and agents as the business of the
Corporation may require, each of whom shall hold office for such period, have
such authority, and perform such duties as are provided in the Bylaws or as the
Board may from time to time determine.

          4.4    Removal and Resignation of Officers. Subject to the rights, if
any, of an officer under any contract of employment, any officer may be removed,
either with or without cause, by an affirmative vote of the majority of the
Board, at any regular or special meeting of the Board, or, except in case of an
officer chosen by the Board, by any officer upon whom such power of removal may
be conferred by the Board.

          Any officer may resign at any time by giving written notice to the
Corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the Corporation under any contract to which the officer is a
party.

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          4.5    Vacancies in Offices. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these Bylaws for regular appointment to that office.

          4.6    Compensation. The salaries of all officers of the Corporation
shall be fixed from time to time by the Board and no officer shall be prevented
from receiving a salary because he is also a director of the Corporation.

          4.7    The Chairman of the Board. The Chairman of the Board, if such
an officer be elected, shall, if present, perform such other powers and duties
as may be assigned to him from time to time by the Board. If there is no
president, the Chairman of the Board shall also be the Chief Executive Officer
of the Corporation and shall have the powers and duties prescribed in Section
4.8 of this Article 4.

          4.8    The President. Subject to such supervisory powers, if any, as
may be given by the Board to the Chairman of the Board, if there be such an
officer, the President shall be the Chief Executive Officer of the Corporation,
shall preside at all meetings of the stockholders and in the absence of the
Chairman of the Board, or if there be none, at all meetings of the Board, shall
have general and active management of the business of the Corporation and shall
see that all orders and resolutions of the Board are carried into effect. He or
she 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 to some other officer or agent of the
Corporation.

          4.9    The Vice President. The Vice President (or in the event there
be more than one, the Vice Presidents in the order designated by the directors,
or in the absence of any designation, in the order of their election), shall, in
the absence of the President or in the event of his disability or refusal to
act, perform the duties of the President, and when so acting, shall have the
powers of and subject to all the restrictions upon the President. The Vice
President(s) shall perform such other duties and have such other powers as may
from time to time be prescribed for them by the Board, the President, the
Chairman of the Board or these Bylaws.

         4.10    The Secretary. The Secretary shall attend all meetings of the
Board and the stockholders and record all votes and the proceedings of the
meetings in a book to be kept for that purpose and shall perform like duties for
the standing committees, when required. The Secretary shall give, or cause to be
given, notice of all meetings of stockholders and special meetings of the Board,
and shall perform such other duties as may from time to time be prescribed by
the Board, the Chairman of the Board, or the President, under whose supervision
he or she shall act. The Secretary shall have custody of the seal of the
Corporation of the seal and the Secretary, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it, and, when so
affixed, the seal may be attested by his or her signature or by the signature of
such Assistant Secretary.  The Board may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing thereof
by his or her signature.  The

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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, as determined by
resolution of the Board, a share register, or a duplicate share register,
showing the names of all stockholders and their addresses, the number and
classes of shares held by each, the number and date of certificates issued for
the same, and the number and date of cancellation of every certificate
surrendered for cancellation.

         4.11    The Assistant Secretary. The Assistant Secretary, or if there
be more than one, the Assistant Secretaries in the order designated by the Board
(or in the absence of any designation, in the order of their election) shall, in
the absence of the Secretary or in the event of his or her inability or refusal
to act, perform the duties and exercise the powers of the Secretary and shall
perform such other duties and have such other powers as may from time to time be
prescribed by the Board.

         4.12    The Treasurer. The Treasurer shall have the custody of the
Corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board. The
Treasurer shall disburse the funds of the Corporation as may be ordered by the
Board, taking proper vouchers for such disbursements, and shall render to the
President and the Board, at its regular meetings, or when the Board so requires,
an account of all his or her transactions as Treasurer and of the financial
condition of the Corporation.

         4.13    The Assistant Treasurer. The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers in the order designated by the
Board (or in the absence of any designation, in the order of their election)
shall, in the absence of the Treasurer or in the event of his or her inability
or refusal to act, perform the duties and exercise the powers of the Treasurer
and shall perform such other duties and have such other powers as may from time
to time be prescribed by the Board.

                                   ARTICLE 5

                               STOCK CERTIFICATES

          5.1    Certificates for Shares. The shares of the Corporation shall be
represented by certificates or shall be uncertificated. Certificates shall be
signed by, or in the name of the Corporation by, the Chairman of the Board, or
the President or a Vice President and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the Corporation.

          Within a reasonable time after the issuance or transfer of uncertified
stock, the Corporation shall send to the registered owner thereof a written
notice containing the information required by the General Corporation Law of the
State of Delaware or a statement that the Corporation will furnish without
charge to each stockholder who so requests the powers, designations, preferences
and relative participating, optional or other special rights of each class

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of stock or series thereof and the qualifications, limitations or restrictions
of such preferences and/or rights.

          5.2    Signatures on Certificates. Any or all of the signatures on a
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

          5.3    Transfer of Stock. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate of shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books. Upon receipt of proper transfer instructions from
the registered owner of uncertificated share, such uncertificated shares shall
be cancelled and issuance of new equivalent uncertificated shares or
certificated shares shall be made to the person entitled thereto and the
transaction shall be recorded upon the books of the Corporation.

          5.4    Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a percent registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

          5.5    Record Date. In order that the Corporation may determine the
stockholders of record who are entitled to receive notice of, or to vote at, any
meeting of stockholders or any adjournment thereof or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or to exercise
any rights in respect of any change, conversion, or exchange of stock or for the
purpose of any lawful action, the Board may fix, in advance, a record date which
shall not be more than sixty (60) nor less than ten (10) days prior to the date
of such meeting, nor more than sixty (60) days prior to the date of any other
action. A determination of stockholders of record entitled to notice or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting.

          5.6    Lost, Stolen, Destroyed Certificates. The Board may direct that
a new certificate or certificates be issued to replace any certificate or
certificates theretofore 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 the issue of a new certificate or certificates, the Board may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner of the lost, stolen, or destroyed certificate or certificates, or his or
her legal representative, to advertise the same in such manner as it shall
require, and/or to give the Corporation a bond in such sum as it may direct as
indemnity

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against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen, or destroyed.


                                   ARTICLE 6

                                    NOTICES

          6.1    Notice. Whenever, under the provisions of the statutes or of
the Certificate of Incorporation or of these Bylaws, notice is required to be
given to any director or stockholder it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram or telephone.

          6.2    Waiver. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                   ARTICLE 7

                               GENERAL PROVISIONS

          7.1    Dividends. Dividends upon the capital stock of the Corporation,
subject to any restrictions contained in the General Corporation Laws of
Delaware or the provisions of the Certificate of Incorporation, if any, may be
declared by the Board at any regular or special meeting. Dividends may be paid
in cash, in property, or in shares of the capital stock, subject to the
provisions of the Certificate of Incorporation.

          7.2    Dividend Reserve. Before payment of any dividend, there may be
set aside out of any funds of the Corporation available for dividends such sum
or sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the directors shall think conducive to the interest of
the Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

          7.3    Annual Statement. The Board shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the Corporation.

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          7.4    Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board may from time to time designate.

          7.5    Corporate Seal. The Board may provide a suitable seal,
containing the name of the Corporation, which seal shall be in charge of the
Secretary. If and when so directed by the Board or a committee thereof,
duplicates of the seal may be kept and used by the Treasurer or by an Assistant
Secretary or Assistant Treasurer.

          7.6    Execution of Corporate Contracts and Instruments.  The Board,
except as otherwise provided in these Bylaws, may authorize any officer or
officers, or agent or agents, to enter into any contract or execute any
instrument in the name of and on behalf of the Corporation; such authority may
be general or confined to specific instances.  Unless so authorized or ratified
by the Board or within the agency power of an officer, no officer, agent or
employee shall have any power or authority to bind the Corporation by any
contract or engagement or to pledge its credit or to render it liable for any
purpose or for any amount.


                                   ARTICLE 8

                                   AMENDMENTS

          These Bylaws may be altered, amended or repealed or new Bylaws may be
adopted as provided for in the Certificate of Incorporation.



                                   ARTICLE 9

                                INDEMNIFICATION


          9.1.   Right to Indemnification.  The Corporation shall indemnify and
hold harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person (an "Indemnitee") who was or is
made or is threatened to be made a party or is otherwise involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative (a
"proceeding"), by reason of the fact that he, or a person for whom he is the
legal representative, is or was a director or officer of the Corporation or,
while a director or officer of the Corporation, 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, enterprise or nonprofit
entity, including service with respect to employee benefit plans, against all
liability and loss suffered and expenses (including attorneys' fees) reasonably
incurred by such Indemnitee. Notwithstanding the preceding sentence, except as
otherwise provided in Section 9.3 hereof, the Corporation shall be required to
indemnify an Indemnitee in connection with a proceeding (or part thereof)
commenced by such Indemnitee only if the commencement of such proceeding (or
part thereof) by the Indemnitee was authorized by the Board of Directors of the
Corporation.

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          9.2.   Prepayment of Expenses.  The Corporation shall pay the expenses
(including attorneys' fees) incurred by an Indemnitee in defending any
proceeding in advance of its final disposition, provided, however, that, to the
extent required by law, such payment of expenses in advance of the final
disposition of the proceeding shall be made only upon receipt of an undertaking
by the Indemnitee to repay all amounts advanced if it should be ultimately
determined that the Indemnitee is not entitled to be indemnified under this
Article 9 or otherwise.

          9.3.   Claims.  If a claim for indemnification or payment of expenses
under this Article 9 is not paid in full within sixty days after a written claim
therefor by the Indemnitee has been received by the Corporation, the Indemnitee
may file suit to recover the unpaid amount of such claim and, if successful in
whole or in part, shall be entitled to be paid the expense of prosecuting such
claim. In any such action, the Corporation shall have the burden of proving that
the Indemnitee is not entitled to the requested indemnification or payment of
expenses under applicable law.

          9.4.   Nonexclusivity of Rights.  The rights conferred on any
Indemnitee by this Article 9 shall not be exclusive of any other rights which
such Indemnitee may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders
or disinterested directors or otherwise.

          9.5.   Other Sources.  The Corporation's obligation, if any, to
indemnify or to advance expenses to any Indemnitee who was or is serving at its
request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, enterprise or nonprofit entity shall be
reduced by any amount such Indemnitee may collect as indemnification or
advancement of expenses from such other corporation, partnership, joint venture,
trust, enterprise or nonprofit enterprise.

          9.6.   Amendment or Repeal.  Any repeal or modification of the
foregoing provisions of this Article 9 shall not adversely affect any right or
protection hereunder of any Indemnitee in respect of any act or omission
occurring prior to the time of such repeal or modification.

          9.7.   Other Indemnification and Prepayment of Expenses.  This Article
9 shall not limit the right of the Corporation, to the extent and in the manner
permitted by law, to indemnify and to advance expenses to persons other than
Indemnitees when and as authorized by appropriate corporate action.

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