<PAGE>

                                                                    EXHIBIT  3.2

                        THIRD AMENDED AND RESTATED BYLAWS

                                       OF

                              REMOTE DYNAMICS, INC.

                (formerly known as Minorplanet Systems USA, Inc.)

                             a Delaware corporation

                                 (the "Company")

                         (Effective as of July 2, 2004)

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<S>                                                                                                                   <C>
ARTICLE I           OFFICES....................................................................................        1
         Section 1.1       Registered Office...................................................................        1
         Section 1.2       Additional Offices..................................................................        1

ARTICLE II          STOCKHOLDERS MEETINGS......................................................................        1
         Section 2.1       Annual Meetings.....................................................................        1
         Section 2.2       Special Meetings....................................................................        1
         Section 2.3       Notices.............................................................................        1
         Section 2.4       Quorum..............................................................................        2
         Section 2.5       Voting of Shares....................................................................        2
                  Section 2.5.1         Voting Lists...........................................................        2
                  Section 2.5.2         Votes Per Share........................................................        2
                  Section 2.5.3         Proxies................................................................        2
                  Section 2.5.4         Required Vote..........................................................        3
                  Section 2.5.5         Consents in Lieu of Meeting............................................        3

ARTICLE III         DIRECTORS..................................................................................        3
         Section 3.1       Purpose.............................................................................        3
         Section 3.2       Number..............................................................................        3
         Section 3.3       Election............................................................................        3
         Section 3.4       Vacancies...........................................................................        4
         Section 3.5       Removal.............................................................................        4
         Section 3.6       Compensation........................................................................        4
         Section 3.7       Financial Information...............................................................        4

ARTICLE IV          BOARD MEETINGS.............................................................................        4
         Section 4.1       Annual Meetings.....................................................................        4
         Section 4.2       Regular Meetings....................................................................        4
         Section 4.3       Special Meetings....................................................................        5
         Section 4.4       Quorum, Required Vote...............................................................        5
         Section 4.5       Consent In Lieu of Meeting..........................................................        5

ARTICLE V           COMMITTEES OF DIRECTORS....................................................................        5
         Section 5.1       Establishment: Standing Committees..................................................        5
                           Section 5.1.1         Audit Committee...............................................        5
                           Section 5.1.2         Compensation Committee........................................        6
                           Section 5.1.3         Nominating & Corporate Governance Committee...................        6
         Section 5.2       Available Powers....................................................................        6
         Section 5.3       Unavailable Powers..................................................................        7
         Section 5.4       Alternate Members...................................................................        7
         Section 5.5       Procedures..........................................................................        7
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                                   <C>
ARTICLE VI          OFFICERS...................................................................................        7
         Section 6.1       Elected Officers....................................................................        7
                  Section 6.1.1         Chairman of the Board..................................................        7
                  Section 6.1.2         President..............................................................        8
                  Section 6.1.3         Vice Presidents........................................................        8
                  Section 6.1.4         Secretary..............................................................        8
                  Section 6.1.5         Assistant Secretaries..................................................        8
                  Section 6.1.6         Treasurer..............................................................        8
                  Section 6.1.7         Assistant Treasurers...................................................        9
                  Section 6.1.8         Divisional Officers....................................................        9
         Section 6.2       Election............................................................................        9
         Section 6.3       Appointed Officers..................................................................        9
         Section 6.4       Multiple Officeholders, Stockholder and Director Officers...........................        9
         Section 6.5       Compensation, Vacancies.............................................................        9
         Section 6.6       Additional Powers and Duties........................................................        9
         Section 6.7       Removal.............................................................................       10

ARTICLE VII         SHARE CERTIFICATES.........................................................................       10
         Section 7.1       Entitlement to Certificates.........................................................       10
         Section 7.2       Multiple Classes of Stock...........................................................       10
         Section 7.3       Signatures..........................................................................       10
         Section 7.4       Issuance and Payment................................................................       10
         Section 7.5       Lost Certificates...................................................................       10
         Section 7.6       Transfer of Stock...................................................................       11
         Section 7.7       Registered Stockholders.............................................................       11

ARTICLE VIII        INDEMNIFICATION............................................................................       11
         Section 8.1       General.............................................................................       11
         Section 8.2       Actions by or in the Right of the Company...........................................       11
         Section 8.3       Indemnification Against Expenses....................................................       12
         Section 8.4       Board Determinations................................................................       12
         Section 8.5       Advancement of Expenses.............................................................       12
         Section 8.6       Nonexclusive.,......................................................................       12
         Section 8.7       Insurance...........................................................................       12
         Section 8.8       Certain Definitions.................................................................       13
         Section 8.9       Change in Governing Law.............................................................       13

ARTICLE IX          INTERESTED DIRECTORS, OFFICERS AND STOCKHOLDERS............................................       13
         Section 9.1       Validity............................................................................       13
         Section 9.2       Disclosure, Approval................................................................       14
         Section 9.3       Nonexclusive........................................................................       14

ARTICLE X           MISCELLANEOUS..............................................................................       14
         Section 10.1      Place of Meetings...................................................................       14
         Section 10.2      Fixing Record Dates.................................................................       14
         Section 10.3      Means of Giving Notice..............................................................       15
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                                   <C>
         Section 10.4      Waiver of Notice....................................................................       15
         Section 10.5      Attendance via Communications Equipment.............................................       15
         Section 10.6      Dividends...........................................................................       16
         Section 10.7      Reserves............................................................................       16
         Section 10.8      Reports to Stockholders.............................................................       16
         Section 10.9      Contracts and Negotiable Instruments................................................       16
         Section 10.10     Fiscal Year.........................................................................       16
         Section 10.11     Seal................................................................................       16
         Section 10.12     Books and Records...................................................................       16
         Section 10.13     Resignation.........................................................................       16
         Section 10.14     Surety Bonds........................................................................       17
         Section 10.15     Proxies in Respect of Securities of Other Corporations..............................       17
         Section 10.16     Amendments..........................................................................       17
</TABLE>

<PAGE>

                        THIRD AMENDED AND RESTATED BYLAWS

                            OF REMOTE DYNAMICS, INC.

                                   ARTICLE I

                                     OFFICES

      Section 1.1 Registered Office. The registered office of the Company within
the State of Delaware shall be located at either (i) the principal place of
business of the Company in the State of Delaware or (ii) the office of the
corporation or individual acting as the Company's registered agent in Delaware.

      Section 1.2 Additional Offices. The Company may, in addition to its
registered office in the State of Delaware, have such other offices and places
of business, both within and without the State of Delaware, as the Board of
Directors of the Company (the "Board") may from time to time determine or as the
business and affairs of the Company may require.

                                   ARTICLE II

                              STOCKHOLDERS MEETINGS

      Section 2.1 Annual Meetings. Annual meetings of stockholders shall be held
at a place and time on any weekday which is not a holiday as shall be designated
by the Board and stated in the notice of the meeting, at which the stockholders
shall elect the directors of the Company and transact such other business as may
properly be brought before the meeting.

      Section 2.2 Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by law or by the
certificate of incorporation, (i) may be called by the chairman of the board or
the president and (ii) shall be called by the president or secretary at the
request in writing of a majority of the Board or stockholders owning capital
stock of the Company a majority of the votes of all capital stock of the Company
entitled to vote thereat. Such request of the Board or the stockholders shall
state the purpose or purposes of the proposed meeting.

      Section 2.3 Notices. Written notice of each stockholders' meeting stating
the place, date and hour of the meeting shall be given to each stockholder
entitled to vote thereat by or at the direction of the officer calling such
meeting not less than ten (10) nor more than sixty (60) days before the date of
the meeting. If said notice is for a stockholders meeting other than an annual
meeting, it shall in addition state the purpose or purposes for which said
meeting is called, and the business transacted at such meeting shall be limited
to the matters so stated in said notice and any matters reasonably related
thereto. Without limiting the manner by which notice otherwise may be given
effectively to stockholders, any notice to stockholders given by the Company
under any applicable law, the certificate of incorporation or these Bylaws shall
be effective if given by a form of electronic transmission consented to by the
stockholder to whom the notice is given. Any such consent shall be revocable by
the stockholder by written notice to the Company. Notice by electronic
transmission shall be deemed given: (1) if by facsimile

                                      -1-
<PAGE>

telecommunication, when directed to a number at which the stockholder has
consented to receive notice; (2) if by electronic mail, when directed to an
electronic mail address at which the stockholder has consented to receive
notice; (3) if by a posting on an electronic network together with separate
notice to the stockholder of such specific posting, upon the later of (A) such
posting and (B) the giving of such separate notice; and (4) if by any other form
of electronic transmission, when directed to the stockholder.

         Section 2.4 Quorum. The presence at a stockholders' meeting of the
holders, present in person or represented by proxy, of capital stock of the
Company representing a majority of the votes of all capital stock of the Company
entitled to vote thereat shall constitute a quorum at such meeting for the
transaction of business except as otherwise provided by law, the certificate of
incorporation or these Bylaws. If a quorum shall not be present or represented
at any meeting of the stockholders, a majority of the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have 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. At such reconvened
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the reconvened meeting, a notice of
said meeting shall be given to each stockholder entitled to vote at said
meeting. The stockholders present at a duly convened meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.

      Section 2.5 Voting of Shares.

            Section 2.5.1 Voting Lists. The officer or agent who has charge of
the stock ledger of the Company shall prepare, at least ten (10) days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote thereat arranged in alphabetical order and showing the address and the
number of shares registered in the name of each stockholder. Such list 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 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. The original
stock transfer books shall be prima facie evidence as to who are the
stockholders entitled to examine such list or transfer books or to vote at any
meeting of stockholders. Failure to comply with the requirements of this section
shall not affect the validity of any action taken at said meeting.

            Section 2.5.2 Votes Per Share. Unless otherwise provided in the
certificate of incorporation, each stockholder shall be entitled to one vote in
person or by proxy at every stockholders meeting for each share of capital stock
held by such stockholder.

            Section 2.5.3 Proxies. Every stockholder entitled to vote at a
meeting or to express consent or dissent without a meeting or a stockholder's
duly authorized attorney-in-fact may authorize another person or persons to act
for him by proxy. Each proxy shall be in writing, executed by the stockholder
giving the proxy or by his duly authorized attorney. No proxy shall

                                      -2-
<PAGE>

be voted on or after three (3) years from its date, unless the proxy provides
for a longer period. Unless and until voted, every proxy shall be revocable at
the pleasure of the person who executed it, or his legal representatives or
assigns, except in those cases where an irrevocable proxy permitted by statute
has been given.

            Section 2.5.4 Required Vote. When a quorum is present at any
meeting, the vote of the holders, present in person or represented by proxy, of
capital stock of the Company representing a majority of the votes of all capital
stock of the Company entitled to vote thereat shall decide any question brought
before such meeting, unless the question is one upon which, by express provision
of law or the certificate of incorporation or these Bylaws, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.

            Section 2.5.5 Consents in Lieu of Meeting. Any action required to be
or which may be taken at any meeting of stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, 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. Every written consent shall bear the date
of signature of each stockholder who signs the consent. 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 in
the manner required by this section, written consents signed by a sufficient
number of holders to take action are delivered to the Company by delivery to its
registered office in Delaware, its principal place of business, or an officer or
agent of the Company having custody of the book in which proceedings of meetings
of stockholders are recorded. Delivery made to the Company's registered office
shall be by hand or certified or registered mail, return receipt requested.
Delivery to the Company's principal place of business shall be addressed to the
President or Chief Executive Officer of the Company. Prompt, written notice of
the action taken by means of any such consent which is other than unanimous
shall be given to those stockholders who have not consented in writing.

                                  ARTICLE III

                                    DIRECTORS

      Section 3.1 Purpose. The business of the Company shall be managed by or
under the direction of the Board, which may exercise all such powers of the
Company and do all such lawful acts and things as are not by law, the
certificate of incorporation or these Bylaws directed or required to be
exercised or done by the stockholders. Directors need not be stockholders or
residents of the State of Delaware.

      Section 3.2 Number. The number of directors constituting the Board shall
never be less than one and shall be determined by resolution of the Board.

      Section 3.3 Election. Directors shall be elected by the stockholders by
plurality vote at an annual stockholders meeting as provided in the certificate
of incorporation, except as

                                      -3-
<PAGE>

hereinafter provided, and each director shall hold office until his successor
has been duly elected and qualified.

      Section 3.4 Vacancies. 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, and the directors so chosen shall hold office until
their successors are duly elected and qualified. If there are no directors in
office, then an election of directors may be held in the manner provided by law.
If, at the time of filling any vacancy or any newly-created directorship, the
directors then in office shall constitute less than a majority of the whole
Board (as constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or stockholders holding at
least ten percent (10%) of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly-created directorships,
or to replace the directors chosen by the directors then in office. No decrease
in the size of the Board shall serve to shorten the term of an incumbent
director.

      Section 3.5 Removal. Unless otherwise restricted by law, the certificate
of incorporation or these Bylaws, any director or the entire Board may be
removed, with or without cause, by a majority vote of the shares entitled to
vote at an election of directors, if notice of the intention to act upon such
matter shall have been given in the notice calling such meeting.

      Section 3.6 Compensation. 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 reimbursed their expenses, if
any, of attendance at each meeting of the Board and may be paid either 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 Company in any
other capacity and receiving compensation therefor. Members of committees of the
Board may be allowed like compensation for attending committee meetings. No
director who is an employee of the Company shall receive any compensation for
serving as a director.

      Section 3.7 Financial Information. Each Director shall receive, with
reasonable promptness, such other information and financial data concerning the
Company and its subsidiaries as any director may reasonably request.

                                   ARTICLE IV

                                 BOARD MEETINGS

      Section 4.1 Annual Meetings. The Board shall meet as soon as practicable
after the adjournment of each annual stockholders' meeting at the place of the
stockholders' meeting. No notice to the directors shall be necessary to legally
convene this meeting, provided a quorum is present.

      Section 4.2 Regular Meetings. Regularly scheduled, periodic meetings of
the Board may be held without notice at such times and places as shall from time
to time be determined by resolution of the Board and communicated to all
directors.

                                      -4-
<PAGE>

      Section 4.3 Special Meetings. Special meetings of the Board (i) may be
called by the chairman of the board or president and (ii) shall be called by the
president or secretary on the written request of two directors or the sole
director, as the case may be. Notice of each special meeting of the Board shall
be given, either personally or as hereinafter provided, to each director at
least 24 hours before the meeting if such notice is delivered personally or by
means of telephone, telegram, telex or facsimile transmission and delivery; two
days before the meeting if such notice is delivered by a recognized express
delivery service; and three days before the meeting if such notice is delivered
through the United States mail. Any and all business may be transacted at a
special meeting which may be transacted at a regular meeting of the Board.
Except as may be otherwise expressly provided by law, the certificate of
incorporation or these Bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting need be specified in the notice or waiver of
notice of such meeting.

      Section 4.4 Quorum, Required Vote. A majority of the directors shall
constitute a quorum for the transaction of business at any meeting of the Board,
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 be otherwise
specifically provided by law, the certificate of incorporation or these Bylaws.
If a quorum shall not be present at any meeting, a majority of the directors
present may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present

      Section 4.5 Consent In Lieu of 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 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.

                                   ARTICLE V

                             COMMITTEES OF DIRECTORS

      Section 5.1 Establishment: Standing Committees. The Board may by
resolution establish, name or dissolve one or more committees, each committee to
consist of one or more of the directors. Each committee shall keep regular
minutes of its meetings and report the same to the Board when required. There
shall exist the following standing committees, which committees shall have and
may exercise the following powers and authority:

            Section 5.1.1 Audit Committee. The Audit Committee shall, from time
to time, but no less than two times per year, meet to review and monitor the
financial and cost accounting practices and procedures of the Company and all of
its subsidiaries and to report its findings and recommendations to the Board of
Directors for final action. Except as required by the rules and regulations of
the Nasdaq Stock Market and the Sarbanes-Oxley Act of 2002 as implemented by the
rules and regulations of the Securities and Exchange Commission, the Audit
Committee shall not be empowered to approve any corporate action, of whatever
kind or nature, and the recommendations of the Audit Committee shall not be
binding on the Board of Directors, except

                                      -5-
<PAGE>

when, pursuant to the provisions of Section 5.2 of these Bylaws, such power and
authority have been specifically delegated to such committee by the Board of
Directors by resolution. In addition to the foregoing, the specific duties of
the Audit Committee shall be determined by the Board of Directors by resolution.

            Section 5.1.2 Compensation Committee. The Compensation Committee
shall, from time to time, meet to review the various compensation plans,
policies and practices of the Company and all of its subsidiaries and to report
its findings and recommendations to the Board of Directors for final action.
Except as required by the rules and regulations of the Nasdaq Stock Market and
the Sarbanes-Oxley Act of 2002 as implemented by the rules and regulations of
the Securities and Exchange Commission, the Compensation Committee shall not be
empowered to approve any corporate action, of whatever kind or nature, and the
recommendations of the Compensation Committee shall not be binding on the Board
of Directors, except when, pursuant to the provisions of Section 5.2 of these
Bylaws, such power and authority have been specifically delegated to such
committee by the Board of Directors by resolution. In addition to the foregoing,
the specific duties of the Compensation Committee shall be determined by the
Board of Directors by resolution.

            Section 5.1.3 Nominating & Corporate Governance Committee. The
Nominating & Corporate Governance Committee shall, from time to time, meet to
consider the nominees to the Board of Directors to be elected by the
shareholders (and any directors to be elected by the Board of Directors to fill
vacancies), the number of directors and the directors to be selected for
membership on the various board committees, and to report its findings and
recommendations to the Board of Directors for final action. Except as required
by the rules and regulations of the Nasdaq Stock Market and the Sarbanes-Oxley
Act of 2002 as implemented by the rules and regulations of the Securities and
Exchange Commission, the Nominating & Corporate Governance Committee shall not
be empowered to approve any corporate action, of whatever kind or nature, and,
other than the number of directors, which the Nominating & Corporate Governance
Committee is hereby delegated the authority to determine, the recommendations of
the Nominating & Corporate Governance Committee shall not be binding on the
Board of Directors, except when, pursuant to the provisions of Section 5.2 of
these Bylaws, such power and authority have been specifically delegated to such
committee by the Board of Directors by resolution. In addition to the foregoing,
the specific duties of the Nominating & Corporate Governance Committee shall be
determined by the Board of Directions by resolution.

      Section 5.2 Available Powers. Any committee established pursuant to
Section 5.1 of these Bylaws, including the Nominating & Corporate Governance
Committee, the Audit Committee and the Compensation Committee, but only to the
extent provided in the resolution of the Board establishing such committee or
otherwise delegating specific power and authority to such committee as provided
for in such Committee's Charter duly adopted by the Board of Directors and as
limited by law or to the extent required by the rules and regulations of the
Nasdaq Stock Market and the Sarbanes-Oxley Act of 2002 as implemented by the
rules and regulations of the Securities and Exchange Commission, the certificate
of incorporation and these Bylaws, shall have and may exercise all the powers
and authority of the Board in the management of the business and affairs of the
Company, and may authorize the seal of the Company to be affixed to all papers
which may require it. Without limiting the foregoing, such

                                      -6-
<PAGE>

committee may, but only 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 the State of
Delaware, fix any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the Company or
the conversion into, or the exchange 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 Company.

      Section 5.3 Unavailable Powers. No committee of the Board shall have the
power or authority to amend the certificate of incorporation (except in
connection with the issuance of capital stock as provided in the previous
section); adopt an agreement of merger or consolidation; recommend to the
stockholders the sale, lease or exchange of all or substantially all of the
Company's property and assets, a dissolution of the Company or a revocation of
such a dissolution; amend the Bylaws of the Company; or, unless the resolution
establishing such committee or the certificate of incorporation expressly so
provides, declare a dividend, authorize the issuance of stock or adopt a
certificate of ownership and merger.

      Section 5.4 Alternate Members. 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 such 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
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.

      Section 5.5 Procedures. Time, place and notice, if any, of meeting of a
committee shall be determined by such committee. At meetings of a committee, a
majority of the number of members designated by the Board shall constitute a
quorum for the transaction of business. The act of a majority of the members
present at any meeting at which a quorum is present awl be the act of the
committee, except as otherwise specifically provided by law, the certificate of
incorporation or these Bylaws. If a quorum is not present at a meeting of a
committee, the members present may adjourn the meeting from time to time,
without notice other than an announcement at the meeting, until a quorum is
present.

                                   ARTICLE VI

                                    OFFICERS

      Section 6.1 Elected Officers. The Board shall elect a chairman of the
board, a president, a treasurer and a secretary (collectively, the "Required
Officers") having the respective duties enumerated below and may elect such
other officers having the titles and duties set forth below which are not
reserved for the Required Officers or such other titles and duties as the Board
may by resolution from time to time establish:

            Section 6.1.1 Chairman of the Board. The chairman of the board, or
in his absence, the president, shall preside when present at all meetings of the
stockholders and the Board. The chairman of the board shall advise and counsel
the president and other officers and shall exercise such powers and perform such
duties as shall be assigned to or required of him from time to time by the Board
or these Bylaws. The chairman of the board may execute bonds,

                                      -7-
<PAGE>

mortgages and other contracts requiring a seal under the seal of the Company,
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 Company. The chairman of the
board may delegate all or any of his powers or duties to the president, if and
to the extent deemed by the chairman of the board to be desirable or
appropriate. The chairman of the board shall be elected by a majority of the
entire board of directors.

            Section 6.1.2 President. The president shall have general and active
management of the business of the Company and shall see that all orders and
resolutions of the Board are carried into effect. In the absence of the chairman
of the board or in the event of his inability or refusal to act, the president
shall perform the duties and exercise the powers of the chairman of the board.

            Section 6.1.3 Vice Presidents. In the absence of the president or in
the event of his inability or refusal to act, the vice president (or in the
event there be more than one vice president, the vice presidents in the order
designated by the Board, or in the absence of any designation, then in the order
of their election or appointment) shall perform the duties of the president, and
when so acting, shall have all the powers of and be subject to all the
restrictions upon the president. The vice presidents shall perform such other
duties and have such other powers as the Board may from time to time prescribe.

            Section 6.1.4 Secretary. The secretary shall attend all meetings of
the stockholders, the Board and (as required) committees of the Board and shall
record all the proceedings of such meetings in books to be kept for that
purpose. He shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board and shall perform such other
duties as may be prescribed by the Board or the president. He shall have custody
of the corporate seal of the Company and he, or an assistant secretary, shall
have authority to affix the same to any instrument requiring it, and when so
affixed, it may be attested by his 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 Company and to attest the affixing thereof by his
signature.

            Section 6.1.5 Assistant Secretaries. The assistant secretary, or if
there be more than one, the assistant secretaries in the order determined by the
Board (or if there be no such determination, then in the order of their election
or appointment) shall, in the absence of the secretary or in the event of his
inability or refusal to art, perform the duties and exercise the powers of the
secretary and shall perform such other duties and have such other powers as the
Board may from time to time prescribe.

            Section 6.1.6 Treasurer. Unless the Board by resolution otherwise
provides, the treasurer shall be the chief accounting and financial officer of
the Company. The Treasurer shall have the custody of the corporate funds and
securities, shall keep full and accurate accounts of receipts and disbursements
in books belonging to the Company and shall deposit all moneys and other
valuable effects in the name and to the credit of the Company in such
depositories as may be designated by the Board. He shall disburse the funds of
the Company as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the president and

                                      -8-
<PAGE>

the Board, at its regular meetings, or when the Board so require, an account of
all his transactions as treasurer and of the financial condition of the Company.

            Section 6.1.7 Assistant Treasurers. The assistant treasurer, or if
there shall be more than one, the assistant treasurers in the order determined
by the Board (or if there be no such determination, then in the order of their
election or appointment) shall, in the absence of the treasurer or in the event
of his inability or refusal to act, perform the duties and exercise the powers
of the measurer and shall perform such other duties and have such other powers
as the Board may from time to time prescribe.

            Section 6.1.8 Divisional Officers. Each division of the Company, if
any, may have a president, secretary, treasurer or controller and one or more
vice presidents, assistant secretaries, assistant treasurers and other assistant
offices. Any number of such offices may be held by the same person. Such
divisional officers will be appointed by, report to and serve at the pleasure of
the Board and such other officers of that Board may place in authority over
them. The officers of each division shall have such authority with respect to
the business and affairs of that division as may be granted from time to time by
the Board, and in the regular course of business of such division may sign
contracts and other documents in the name of the division where so authorized;
provided that in no case and under no circumstances shall an officer of one
division have authority to bind any other division of the Company except as
necessary in the pursuit of the normal and usual business of the division of
which he is an officer.

      Section 6.2 Election. All elected officers shall serve until their
successors are duly elected and qualified or until their earlier death,
disqualification, retirement, resignation or removal from office.

      Section 6.3 Appointed Officers. The Board may also appoint or delegate the
power to appoint such other officers, assistant officers and agents, and may
also remove such officers and agents or delegate the power to remove same, as it
shall from time to time deem necessary, and the titles and duties of such
appointed officers may be as described in Section 6.1 for elected officers;
provided that the officers and any officer possessing authority over or
responsibility for any functions of the Board shall be elected officers.

      Section 6.4 Multiple Officeholders, Stockholder and Director Officers. Any
number of offices may be held by the same person, unless the certificate of
incorporation or these Bylaws otherwise provide. Officers need not be
stockholders or residents of the State of Delaware. Officers, such as the
chairman of the board, possessing authority over or responsibility for any
functions of the Board must be directors.

      Section 6.5 Compensation, Vacancies. The compensation of elected officers
shall be set by the Board. The Board shall also fill any vacancy in an elected
office. The compensation of appointed officers and the filling of vacancies in
appointed offices may be delegated by the Board to the same extent as permitted
by these Bylaws for the initial filling of such offices.

      Section 6.6 Additional Powers and Duties. In addition to the foregoing
especially enumerated powers and duties, the several elected and appointed
officers of the Company shall perform such other duties and exercise such
further powers as may be provided by law, the

                                      -9-
<PAGE>


certificate of incorporation or these Bylaws or as the Board may from time to
time determine or as may be assigned to them by any competent committee or
superior officer.

      Section 6.7 Removal. Any officer may be removed, either with or without
cause, by a majority of the directors at the time in office, at any regular or
special meeting of the Board.

                                  ARTICLE VII

                               SHARE CERTIFICATES

      Section 7.1 Entitlement to Certificates. Every holder of the capital stock
of the Company, unless and to the extent the Board by resolution provides that
any or all classes or series of stock shall be uncertificated, shall be entitled
to have a certificate, in such form as is approved by the Board and conforms
with applicable law, certifying the number of shares owned by him.

      Section 7.2 Multiple Classes of Stock. If the Company shall be authorized
to issue more than one class of capital stock or more than one series of any
class, a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualification, limitations or restrictions of such preferences
and/or rights shall, unless the Board shall by resolution provide that such
class or series of stock shall be uncertificated, be set forth in full or
summarized on the face or back of the certificate which the Company shall issue
to represent such class or series of stock, provided that, to the extent allowed
by law, in lieu of such statement, the face or back of such certificate may
state that the Company will furnish a copy of such statement without charge to
each requesting stockholder.

      Section 7.3 Signatures. Each certificate representing capital stock of the
Company shall be signed by or in the name of the Company by (1) the chairman of
the board, the president or a vice president or chief executive officer; and (2)
the treasurer, an assistant treasurer, the secretary or an assistant secretary
of the Company. The signatures of the officers of the Company may be facsimiles.
In case any officer who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to hold such office before such certificate
is issued, it may be issued by the Company with the same effect as if he held
such office on the date of issue.

      Section 7.4 Issuance and Payment. Subject to the provisions of the law,
the certificate of incorporation or these Bylaws, shares may be issued for such
consideration and to such persons as the Board may determine from time to time.
Shares may not be issued until the full amount of the consideration has been
paid, unless upon the face or back of each certificate issued to represent any
partly paid shares of capital stock there shall have been set forth the total
amount of the consideration to be paid therefor and the amount paid thereon up
to and including the time said certificate is issued.

      Section 7.5 Lost Certificates. The Board may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Company alleged to have been lost, stolen or destroyed
upon the making of an affidavit of that fact by the person

                                      -10-
<PAGE>

claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such 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 such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Company a bond in such sum as it may direct as indemnity
against any claim that may be made against the Company with respect to the
certificate alleged to have been lost, stolen or destroyed.

      Section 7.6 Transfer of Stock. Upon surrender to the Company or its
transfer agent, if any, of a certificate for shares duly endorsed or accompanied
by proper evidence of succession, assignation or authority to transfer and of
the payment of all taxes applicable to the transfer of said shares, the Company
shall be obligated to issue a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction upon its books; provided,
however, that the Company shall not be so obligated unless such transfer was
made in compliance with applicable state and federal securities laws.

      Section 7.7 Registered Stockholders. The Company shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, vote and be held liable for calls and
assessments 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 person other than such
registered owner, whether or not it shall have express or other notice thereof,
except as otherwise provided by law.

                                  ARTICLE VIII

                                 INDEMNIFICATION

      Section 8.1 General. The Company shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company), by
reason of the fact that he is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, have reasonable cause to believe that his conduct was unlawful.

      Section 8.2 Actions by or in the Right of the Company. The Company shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Company to procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the

                                      -11-
<PAGE>

Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture or
trust or other enterprise, against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company and except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the Company
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

      Section 8.3 Indemnification Against Expenses. To the extent that a
director, officer, employee or agent of the Company has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
sections 8.1 and 8.2, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

      Section 8.4 Board Determinations. Any indemnification under sections 8.1
and 8.2 (unless ordered by a court) shall be made by the Company only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in sections 8.1 and 8.2.
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 8.5 Advancement of Expenses. Expenses incurred by an officer or
director in defending a civil or criminal action, suit or proceeding may be paid
by the Company in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Company as authorized by law or in this
section. Such expenses incurred by other employees and agents may be so paid
upon such terms and conditions, if any, as the Board of Directors deem
appropriate.

      Section 8.6 Nonexclusive. The indemnification and advancement of expenses
provided by, or granted pursuant to, this section shall not be deemed exclusive
of any other rights to which any director, officer, employee or agent of the
Company seeking indemnification or advancement of expenses may be entitled under
any other Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent of the Company and shall inure to the
benefit of the heirs, executors and administrators of such a person.

      Section 8.7 Insurance. The Company shall purchase and maintain insurance
on behalf of any person who is or was a director or officer, against any
liability asserted against him and

                                      -12-
<PAGE>

incurred by him in any such capacity or arising out of his status as such,
whether or not the Company would have the power to indemnify him against such
liability under the provisions of the statutes, the Certificate of Incorporation
or this section. The Company may purchase and maintain insurance on behalf of
any other person who is or was an employee or agent of the Company or is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust, or other enterprise.

      Section 8.8 Certain Definitions. For purposes of this section, (a)
references to "the Company" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation, or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this section with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued; (b) references to "other enterprises" shall include
employee benefit plans; (c) references to "fines" shall include any excise taxes
assessed on a person with respect to an employee benefit plan; and (d)
references to "serving at the request of the Company" shall include any service
as a director, officer, employee or agent of the Company which imposes duties
on, or involves services by, such director, officer, employee, or agent with
respect to any employee benefit plan, its participants, or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "`not opposed to the best interests of
the Company" as referred to in this section.

      Section 8.9 Change in Governing Law. In the event of any amendment or
addition to Section 145 of the General Corporation Law of the State of Delaware
or the addition of any other section to such law which shall limit
indemnification rights thereunder, the Company shall, to the extent permitted by
the General Corporation Law of the State of Delaware, indemnify to the fullest
extent authorized or permitted hereunder, any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(including an action by or in the right of the corporation), by reason of the
fact that he is or was a director, officer, employee or agent of the Company or
is or was serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding.

                                   ARTICLE IX

                 INTERESTED DIRECTORS, OFFICERS AND STOCKHOLDERS

      Section 9.1 Validity. Any contract or other transaction between the
Company and any of its directors, officers or stockholders (or any corporation
or firm in which any of them are directly or indirectly interested) shall be
valid for all purposes notwithstanding the presence of

                                      -13-
<PAGE>

such director, officer or stockholder at the meeting authorizing such contract
or transaction, or his participation or vote in such meeting or authorization.

      Section 9.2 Disclosure, Approval. The foregoing shall, however, apply only
if the material facts of the relationship or the interest of each such director,
officer or stockholder is known or disclosed:

            1.    to the Board and it nevertheless in good faith authorizes or
      ratifies the contract or transaction by a majority of the directors
      present, each such interested director to be counted in determining
      whether a quorum is present but not in calculating the majority necessary
      to carry the vote; or

            2.    to the stockholders and they nevertheless in good faith
      authorize or ratify the contract or transaction by a majority of the
      shares present, each such interested person to be counted for quorum and
      voting purposes.

      Section 9.3 Nonexclusive. This provision shall not be construed to
invalidate any contract or transaction which would be valid in the absence of
this provision.

                                   ARTICLE X

                                  MISCELLANEOUS

      Section 10.1 Place of Meetings. All stockholders, directors and committee
meetings shall be held at such place or places, within or without the State of
Delaware, as shall be designated from time to time by the Board or such
committee and stated in the notices thereof. If no such place is so designated,
said meetings shall be held at the principal business office of the Company.

      Section 10.2 Fixing Record Dates.

            Section 10.2.1 In order that the Company may determine the
stockholders entitled to notice of or to vote at any meeting of stockholder or
any adjournment thereof, the Board may fix, in advance, a record date, which
shall not precede the date upon which the resolution fixing the record date is
adopted by the Board, and which record date shall not be more than sixty (60)
nor less than ten (10) days prior to such action. If no record date is fixed by
the Board, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day 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
meting 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.

            Section 10.2.2 In order that the Company may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board 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, and which date shall not be more than ten days after the date upon which
the resolution fixing the record date is adopted by the Board. If no record date
has been

                                      -14-
<PAGE>

fixed by the Board, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting, when no prior action
by the Board is otherwise required, 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 Company by delivery to its registered office in the State of
Delaware, its principal place of business, or an officer or agent of the Company
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Company'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 and prior action by the Board is required, 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 adopts the resolution taking such prior action.

            Section 10.2.3 In order that the Company may determine the
stockholders entitled to receive payment of any divided or other distribution or
allotment of any rights or the stockholders entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than 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 adopts the resolution relating thereto.

      Section 10.3 Means of Giving Notice. Whenever under law, the certificate
of incorporation or these Bylaws, notice is required to be given to any director
or stockholder, such notice may be given in writing and delivered personally,
through the United States mail, by a recognized express delivery service (such
as Federal Express) or by means of telegram, telex or facsimile transmission
number, as the case may be, appearing on the records of the Company, with
postage and fees thereon prepaid. Such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail or with an
express delivery service or when transmitted, as the case may be. Notice of any
meeting of the Board may be given to a director by telephone and shall be deemed
to be given when actually received by the director.

      Section 10.4 Waiver of Notice. Whenever any notice is required to be given
under law, the certificate of incorporation or these bylaws, a written waiver of
such notice, signed before or after the date of such meeting by the person or
persons entitled to said notice, shall be deemed equivalent to such required
notice. All such waivers shall be filed with the corporate records. Attendance
at a meeting shall constitute a waiver of notice of such meeting, except where a
person attends for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.

      Section 10.5 Attendance via Communications Equipment. Unless otherwise
restricted by law, the certificate of incorporation or these Bylaws, members of
the Board, any committee thereof or the stockholders may hold a meeting by means
of conference telephone or other communications equipment by means of which all
persons participating in the meeting can effectively communicate with each
other. Such participation in a meeting shall constitute presence in person at
the meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

                                      -15-
<PAGE>

      Section 10.6 Dividends. Dividends on the capital stock of the Company,
paid in cash, property, or securities of the Company and as may be limited by
applicable law and applicable provisions of the certificate of incorporation (if
any), may be declared by the Board at any regular or special meeting.

      Section 10.7 Reserves. Before payment of any dividend, there may be set
aside out of any funds of the Company available for dividends such sum or sums
as the Board from time to time, in its absolute discretion, think proper as a
reserve or reserves to meet contingencies, for equalizing dividends, for
repairing or maintaining any property of the Company, or for such other purpose
as the Board shall determine to be in the best interest of the Company; and the
Board may modify or abolish any such reserve in the manner in which it was
created.

      Section 10.8 Reports to Stockholders. The Board shall present at each
annual meeting of stockholders, and at any special meeting of stockholders when
called for by vote of the stockholders, a statement of the business and
condition of the Company.

      Section 10.9 Contracts and Negotiable Instruments. Except as otherwise
provided by law or these Bylaws, any contract or other instrument relative to
the business of the Company may be executed and delivered in the name of the
Company and on its behalf by the chairman of the board or the president; and the
Board may authorize any other officer or agent of the Company to enter into any
contract or execute and deliver any contract in the name and on behalf of the
Company, and such authority may be general or confined to specific instances as
the Board may by resolution determine. All bills, notes, checks or other
instruments for the payment of money shall be signed or countersigned by such
officer, officers, agent or agents and in such manner as are permitted by the
Bylaws and/or as, from time to time, may be prescribed by resolution (whether
general or special) of the Board. Unless authorized so to do by these Bylaws or
by the Board, no officer, agent or employee shall have any power or authority to
bind the Company by any contract or engagement, or to pledge its credit, or to
render it liable pecuniarily for any purpose or to any amount.

      Section 10.10 Fiscal Year. The fiscal year of the Company shall be fixed
by resolution of the Board.

      Section 10.11 Seal. The seal of the Company shall be in such form as shall
from time to time be adopted by the Board. The seal may be used by causing it or
a facsimile thereof to be impressed, affixed or otherwise reproduced.

      Section 10.12 Books and Records. The Company shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its stockholders, Board and committees and shall keep its registered office
or principal place of business, or at the office of its transfer agent or
registrar, a record of its stockholders, giving the names and addresses of all
stockholders and the number and class of the shares held by each.

      Section 10.13 Resignation. Any director, committee member, officer or
agent may resign by giving written notice to the chairman of the board, the
president or the secretary. The resignation shall take effect at the time
specified therein, or immediately if no time is specified.

                                      -16-
<PAGE>

Unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

      Section 10.14 Surety Bonds. Such officers and agents of the Company (if
any) as the president or the Board may direct, from time to time, shall be
bonded for the faithful performance of their duties and for the restoration to
the Company, in case of their death, resignation, retirement, disqualification
or removal from office, of all books, papers, vouchers, money and other property
of whatever kind in their possession or under their control belonging to the
Company, in such amounts and by such surety companies as the president or the
Board may determine. The premiums on such bonds shall be paid by the Company,
and the bonds so furnished shall be in the custody of the Secretary.

      Section 10.15 Proxies in Respect of Securities of Other Corporations. The
chairman of the board, the president, any vice president or the secretary may
from time to time appoint an attorney or attorneys or an agent or agents for the
Company to exercise, in the name and on behalf of the Company, the powers and
rights which the Company may have as the holder of stock or other securities in
any other corporation to vote or consent in respect of such stock or other
securities, and the chairman of the board, the president, any vice president or
the secretary may instruct the person or persons so appointed as to the manner
of exercising such powers and rights; and the chairman of the board, the
president, any vice president or the secretary may execute or cause to be
executed, in the name and on behalf of the Company and under its corporate seal
or otherwise, all such written proxies or other instruments as he may deem
necessary or proper in order that the Company may exercise such powers and
rights.

      Section 10.16 Amendments. These Bylaws may be altered, amended, repealed
or replaced by the stockholders, or by the Board when such power is conferred
upon the Board by the certificate of incorporation, at any annual stockholders
meeting or annual or regular meeting of the Board, or at any special meeting of
the stockholders or of the Board if notice of such alteration, amendment, repeal
or replacement is contained in the notice of such special meeting. If the power
to adopt, amend, repeal or replace these Bylaws is conferred upon the Board by
the certificate of incorporation, the power of the stockholders to so adopt,
amend, repeal or replace these Bylaws shall not be divested or limited thereby.