Exhibit
3.2


KEY
TECHNOLOGY, INC.





AMENDED
AND RESTATED BYLAWS





(as
amended through May 7, 2008)








The
following constitute the official Bylaws (referred to herein as the “Bylaws”) of
Key Technology, Inc.





ARTICLE
1


SHAREHOLDERS:  MEETINGS
AND VOTING





Section
1.                      PLACE OF
MEETINGS





Meetings of the shareholders of Key Technology, Inc., an Oregon corporation (the
“Corporation”), will be held at the principal office of the Corporation, or any
other place selected by the board of directors (the “Board of Directors”) of the
Corporation.





Section
2.                      ANNUAL
MEETINGS





(a)        The annual meeting of the
shareholders will be held on such date and at such time as the Board of
Directors may designate, or if not so designated, on the first Tuesday of
February of each year, if not a legal holiday, and if a legal holiday then on
the next succeeding business day.  At the annual meeting, the
shareholders will elect by vote a Board of Directors, consider reports of the
affairs of the Corporation and transact such other business as may properly be
brought before the meeting.





(b)        No business may be transacted
at an annual meeting of the shareholders other than business that is
(i) specified in the notice of meeting (or any supplement thereto) given by
or at the direction of the Board of Directors, (ii) otherwise brought
before the meeting by or at the direction of the Board of Directors, or
(iii) properly brought before the meeting by a shareholder who is a
shareholder of record both on the date notice of such meeting is given and on
the record date for determining shareholders entitled to vote at such meeting
and who complies with the notice procedures in this Section 2.





(c)        In addition to any other
applicable requirements of law, the Corporation's Restated Articles of
Incorporation (the “Articles of Incorporation”), or these Bylaws, for any
business to be properly brought before the annual meeting of by a shareholder,
including the nomination of any person to stand for election to the Board of
Directors, the shareholder must have given timely and proper written notice to
the Secretary of the Corporation.





(i)        To be timely, the
shareholder's written notice must be received at the principal executive offices
of the Corporation by the date that is not less than 120 days prior to the
corresponding date in the prior year that the Corporation's proxy statement for
the prior year's annual meeting of shareholders was released to shareholders;
provided, however, that
if the annual meeting to which the shareholder's written notice relates is to be
held on a date during the calendar year that differs by more than 30 days from
the date in the prior calendar year of the last annual meeting, then to be
timely the notice must be received not later than the close of business on the
tenth day following the date on which public announcement of the date of the
annual meeting of shareholders is made or given to shareholders.  Any
shareholder's written notice that is delivered after the close of business
(5 p.m. local time) will be considered received on the following business
day.  For purposes of this paragraph “public announcement” means
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed with
the Securities and Exchange Commission.





(ii)        To be proper, the
shareholder's written notice must set forth as to each matter the shareholder
proposes to bring before the annual meeting (a) a brief description of the
matter, (b) the name and record address of the shareholder proposing such matter,
(c) the class or series and the number of shares of the Corporation that
the shareholder beneficially owns, (d) a description of all agreements,
arrangements or understandings between such shareholder and any other person or
persons (including their names and addresses) in connection with
the





proposal
of such matter and any material interest of the shareholder in such matter, and
(e) a representation that the shareholder intends to appear in person or by
proxy at the annual meeting to bring the proposed business before the
meeting.  Additionally, if the shareholder's written notice relates to
the nomination at the annual meeting of any person to stand for election to the
Board of Directors, such notice to be proper must also set forth (i) the
name, age, business address and residence address of each person to be so
nominated, (ii) the principal occupation or employment of each such person,
(iii) the number of shares of the Corporation such person beneficially
owns, if any, (iv) other information the Board of Directors reasonably
determines is necessary or appropriate to enable the Board of Directors and
shareholders of the Corporation to consider such proposal, (iv) such other
information concerning each such person as would be required under the rules of
the Securities and Exchange Commission in a proxy statement soliciting proxies
for the election of such person as a director, and (v) a consent, signed by
each proposed nominee, to serve as a director of the Corporation if
elected.





(d)        Notwithstanding the foregoing
provisions of this Section 2, a shareholder will also comply with all applicable
requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and the
rules and regulations promulgated thereunder, as applicable. Nothing in this
Section 2 will be deemed to affect any rights of shareholders to request
inclusion of proposals in the Corporation's proxy statement pursuant to
applicable rules under the Exchange Act.





(e)        The presiding officer at any
annual meeting will determine whether any matter was properly brought before the
meeting in accordance with the provisions of this Section 2.  If
the presiding officer should determine that any matter has not been properly
brought before the meeting, the presiding officer will so declare at the meeting
and any such matter will not be considered or acted upon.





Section
3.                      SPECIAL
MEETINGS





The Corporation will hold a special meeting of shareholders upon the call of the
Corporation's Chief Executive Officer or the Board of Directors, or by written
request of the holders of shares having the right to cast at least 10% of all
votes entitled to be cast on any matter proposed to be considered at the
proposed special meeting, with the written request to be signed by all
requesting shareholders, dated and delivered to the Secretary of the Corporation
at least 60 days prior to the proposed date of the special meeting describing
the purpose or purposes for which the meeting is to be held.





Section
4.                      NOTICE OF
MEETINGS





(a)        The Corporation will provide
written notice of the date, time and place of each annual and special meeting of
shareholders to shareholders entitled to vote at the meeting not earlier than 60
days or less than 10 days before the meeting date.  Unless Oregon law
or the Articles of Incorporation require otherwise, the Corporation is required
to give notice only to shareholders entitled to vote at the
meeting.  Such notice is effective when mailed if it is mailed postage
prepaid and is correctly addressed to the shareholder's address shown in the
Corporation's current record of shareholders.  Unless required by law
or by the Articles of Incorporation, notice of an annual meeting need not
include a description of the purpose or purposes for which the meeting is
called.





(b)        A shareholder may at any time
waive any notice required by law, the Articles of Incorporation, or these
Bylaws.  Except as provided in paragraph (c) of this Section 4,
the waiver must be in writing, signed by the shareholder entitled to the notice
and delivered to the Corporation for inclusion in the minutes or filing with the
corporate records.





(c)        A shareholder's attendance at
a meeting waives objection to (i) lack of notice or defective notice of the
meeting, unless the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting, and
(ii) consideration of a particular matter at the meeting that is not within
the purpose or purposes described in the meeting notice, unless the shareholder
objects to considering the matter when it is presented.


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Section
5.                      ADJOURNMENT





Any annual or special meeting of shareholders may be adjourned from time to time
by the vote of the holders of a majority of the shares represented at the
meeting in person or by proxy, whether or not a quorum.  Except as
required by the Oregon Business Corporation Act (the “Act”), when a meeting is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken.  If a new record date for the adjourned meeting
is fixed, or is required by law to be fixed, notice of the adjourned meeting
shall be given to persons who are shareholders as of the new record
date.  At an adjourned meeting, the shareholders may transact any
business which might have been transacted at the original meeting.





Section
6.                      QUORUM AND VOTING
RIGHTS





(a)        Shares entitled to vote as a
separate voting group may take action on a matter at a meeting only if a quorum
of those shares exists with respect to that matter.  Unless otherwise
required by law or the Articles of Incorporation, a majority of the votes
entitled to be cast on the matter by the voting group constitutes a quorum of
that voting group for action on that matter.  Once a share is
represented for any purpose at a meeting, it is deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for that adjourned
meeting.





(b)        Unless otherwise provided by
law, if a quorum exists action on a matter, other than the election of
directors, by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast within the voting group opposing
the action.





(c)        Except as provided in Section
3 of Article 2 of these Bylaws, directors are elected by a plurality of the
votes cast by holders of the shares entitled to vote in the election at a
meeting at which a quorum is present.





Section
7.                      VOTING OF SHARES BY CERTAIN
HOLDERS





(a)        If the name signed on a vote,
consent, waiver or proxy appointment corresponds to the name of a shareholder,
the Corporation if acting in good faith is entitled to accept the vote, consent,
waiver or proxy appointment and give it effect as the act of the
shareholder.  If the name signed on a vote, consent, waiver or proxy
appointment does not correspond to the name of its shareholder, the Corporation
if acting in good faith is nevertheless entitled to accept the vote, consent,
waiver or proxy appointment and give it effect as the act of the shareholder
if:





(i)  The shareholder is an entity and the name signed purports to be
that of an officer or agent of the entity;





(ii)  The name signed purports to be that of an administrator,
executor, guardian or conservator representing the shareholder and, if the
Corporation requests, evidence of fiduciary status acceptable to the Corporation
has been presented with respect to the vote, consent, waiver or proxy
appointment;





(iii)  The name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder and, if the Corporation requests, evidence of this
status acceptable to the Corporation has been presented with respect to the
vote, consent, waiver or proxy appointment;





(iv)  The name signed purports to be that of a pledgee, beneficial
owner or attorney-in-fact of the shareholder and, if the Corpora­tion
requests, evidence acceptable to the Corporation of the signatory's authority to
sign for the share­holder has been presented with respect to the vote,
consent, waiver or   proxy appointment; or


3


(v)  Two or more persons are the share­holder as co-tenants or
fiduciaries and the name signed purports to be the name of at least one of the
co-owners and the person signing appears to be acting on behalf of all
co-owners.





(b)        Shares of the Corporation are
not entitled to be voted if (i) they are owned, directly or indirectly, by
another domestic or foreign corporation, and (ii) the Corporation owns,
directly or indirectly, a majority of the shares entitled to be voted for
directors of such other corporation.  This paragraph does not limit
the power of a corporation to vote any shares, including its own shares, held by
it in a fiduciary capacity.





(c)        Any redeemable shares which
the Corporation may issue are not entitled to be voted after notice of
redemption is mailed to the holders and a sum sufficient to redeem the shares
has been deposited with a bank, trust company or other financial institution
under an irrevocable obligation to pay the holders the redemption price on
surrender of the shares.





Section
8.                      PROXIES





A shareholder may vote shares either in person or by proxy.  A
shareholder may appoint a proxy to vote or otherwise act for the shareholder by
signing an appointment form, either per­sonally or by the shareholder's
attorney-in-fact.  An appoint­ment of a proxy is effective when
received by the Secretary or other officer or agent of the Corporation
authorized to tabulate votes.  An appointment is valid for
11 months unless a longer period is expressly provided in the appointment
form.  An appointment of a proxy is revocable by the shareholder
unless the appointment form conspicuously states that it is irrevocable and the
appointment is coupled with an interest.





Section
9.                      MEETINGS BY ELECTRONIC
COMMUNICATIONS





Shareholders may participate in any regular or special meeting by the use of any
means of communication by which all shareholders participating may
simultaneously hear each other during the meeting.  A shareholder
participating in a meeting by this means will be deemed present in person at the
meeting.





ARTICLE
2


DIRECTORS:  MANAGEMENT





Section
1.                      POWERS





The
Corporation will have a Board of Directors.  The Board of Directors
will exercise all corporate powers and direct the business and affairs of the
Corporation, except as otherwise required by law, the Articles of Incorporation,
or these Bylaws.





Section
2.                      NUMBER AND
QUALIFICATIONS





The number of directors constituting the Board of Directors, until modified as
provided in these Bylaws, will be seven.  The number of directors may
be increased or decreased by amendment to these Bylaws, provided the number of
directors may not be less than three.  Any decrease in the number of
directors implemented by the Board of Directors does not shorten an incumbent
director's term.  Directors need not be residents of any state or
shareholders of the Corporation.





Section
3.                      ELECTION AND TENURE OF
OFFICE





The directors will be elected by ballot at the annual meeting of the
shareholders.  To the extent and in the manner provided in the
Articles of Incorporation, the Board of Directors will be divided into classes,
and elected as therein provided.  At any time that the division into
classes is not in effect, the terms of all directors expire at the next annual
meeting of shareholders following their election.  Despite the
expiration of a director's term, the director continues to serve until the
director resigns, the director's successor is elected or until there is a
decrease in the number of directors.


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Section
4.                      VACANCIES





(a)        A vacancy in the Board of
Directors will exist upon the death, resignation or removal of any director or
upon an increase in the number of directors.





(b)        Unless the Articles of
Incorporation provide other­wise, if a vacancy occurs on the Board of
Directors the Board of Directors may fill the vacancy.  If the
directors remaining in office constitute fewer than a quorum of the Board, they
may fill the vacancy by the affirmative vote of a majority of all the directors
remaining in office.





(c)        The term of a director
elected to fill a vacancy expires at the next meeting of shareholders at which
directors are elected.





(d)        If the vacancy has not been
filled by action of the Board of Directors prior to the next meeting of the
share­holders occurring after the vacancy was created, the share­holders
may fill the vacancy.





Section
5.                      RESIGNATION





A
director may resign at any time by delivering written notice to the Board of
Directors, the Chairman of the Board or the Secretary of the
Corporation.  Unless the notice specifies a later effective date, a
resignation is effective when it is received.  Once delivered, a
notice of resignation is irrevocable unless revocation is permitted by the Board
of Directors.





Section
6.                      REMOVAL





The shareholders may remove one or more directors with or without cause unless
the Articles of Incorporation provide that the directors may be removed only for
cause, provided that no director may be removed from the office prior to the end
of his term of office if within the two-year period immediately preceding the
vote of the shareholders to remove the director there has been a change in
voting control of more than 50% of the Corporation's voting
shares.  This Section 6 may be amended only by the Corporation's Board
of Directors.





Section
7.                      MEETINGS





(a)        The Board of Directors may
hold regular or special meetings at the principal office of the Corporation or
at such other location as the Board of Directors may agree.





(b)        Annual meetings of the Board
of Directors will be held, without notice, immediately following the adjournment
of the annual meetings of the shareholders.





(c)        Regular meetings of the Board
of Directors may be held at such time as may from time to time be determined by
the Board of Directors and may be held without notice.





(d)        Special meetings of the Board
of Directors for any purpose or purposes may be called at any time by the
President, Chairman of the Board or any three directors.  The person
calling a special meeting of the Board of Directors may fix the time and place
of the special meeting.





Section
8.                      NOTICE OF SPECIAL MEETINGS;
WAIVER OF NOTICE





(a)        Special meetings of the Board
of Directors will be preceded by at least 24 hours' notice of the date, time and
place of the meeting.  The notice need not describe the purpose or
purposes of the special meeting.





(b)        A director may, at any time,
waive any notice required by law, the Articles of Incorporation or these
Bylaws.  Except as provided in paragraph (c) of this Section 8, the
waiver must be in writing, must be signed by the director entitled to notice,
must specify the meeting for which notice is waived and must be filed with the
minutes of the Corporation.


5


(c)        A director's attendance at or
participation in a meeting waives any required notice to the director of the
meeting unless the director at the beginning of the meeting, or promptly upon
the director's arrival, objects to holding the meeting or transacting business
at the meeting and does not thereafter vote for or assent to action taken at the
meeting.





(d)        Notice of the time and place
of holding an adjourned meeting need not be given if such time and place are
fixed at the meeting adjourned.





Section
9.                      MEETINGS BY ELECTRONIC
COMMUNICATIONS





The Board of Directors may permit any or all directors to participate in a
regular or special meeting by, or conduct a meeting through, use of any means of
communication by which all directors participating may simultaneously hear each
other during the meeting.  A director participating in a meeting by
this means will be deemed presenting in person at the meeting.





Section
10.                    ACTION WITHOUT A
MEETING





Any action required or permitted to be taken by the Board of Directors may be
taken without a meeting if the action is taken by all of the directors and
evidenced by one or more written consents describing the action taken, signed by
all of the directors and included in the minutes or filed with the Corporation
reflecting the action taken.  Action taken under this Section 10 is
effective when the last director signs the consent, unless the consent specifies
an earlier or later effective date.  A consent signed under this
Section 10 has the effect of a meeting vote and may be described as such in any
document.





Section
11.                    QUORUM AND
VOTE





(a)        Unless the Articles of
Incorporation provide other­wise, a majority of the directors in office will
constitute a quorum for the transaction of business.  A majority of
the directors present, in the absence of a quorum, may adjourn from time to time
but may not transact any business.





(b)        If a quorum is present when a
vote is taken, the affirmative vote of a majority of directors present is the
act of the Board of Directors unless the Articles of Incorporation require the
vote of a greater number of directors.





(c)        A director who is present at
a meeting of the Board of Directors or is a committee of the Board of Directors
when corporate action is taken is deemed to have assented to the action taken
unless (i) the director objects at the beginning of the meeting, or
promptly upon the director's arrival, to holding the meeting or transacting
business at the meeting, (ii) the director's dissent or abstention from the
action taken is entered in the minutes of the meeting, or (iii) the
director delivers written notice of dissent or abstention to the presiding
officer of the meeting before its adjournment or to the Secretary of the
Corporation immediately after adjournment of the meeting.  The right
of dissent or abstention is not available to a director who votes in favor of
the action taken.





Section
12.                    Committees





(a)        The Corporation will have the
following standing committees, each of which will have the powers, duties, and
responsibilities set forth in the Committee Charter for each such committee:
Audit Committee, Compensation Committee, and Nominating and Corporate Governance
Committee.





(b)        The Board of Directors may
appoint such other committees as may be necessary from time to time, which
committees will have the powers designated by the Board of
Directors.





(c)        Each committee of the Board
of Directors will have at least two members, and all members of the committees
of the Board of Directors will serve at the pleasure of the Board of
Directors.  The Board of Directors may remove any individual committee
member at any time for any reason and may fill any committee vacancy created by
death, resignation, removal or increase in the number of committee
members.


6


(d)        All actions of a committee
will be reflected in minutes to be kept of such meetings and reported to the
Board of Directors at the next succeeding meeting thereof.  The
provisions of Article 2 of these Bylaws governing meetings, notice and
waiver of notice, and quorum and voting requirements of the Board of Directors
apply equally to committees of the Board.





Section
13.                    COMPENSATION





The Board of Directors may from time to time determine and adjust the
compensation to be paid to directors for their services as members of the Board
and as chairpersons or members of Board committees.





ARTICLE
3


OFFICERS





Section
1.                      DESIGNATION;
ELECTION





(a)        The officers of the
Corporation will be a Presi­dent, Chief Financial Officer, Secretary, one or
more Vice Presidents, and such other officers and assistant officers as the
Board of Directors will from time to time appoint.  The officers will
be elected by, and hold office at the pleasure of, the Board of
Directors.  The same individual may simultaneously hold more than one
office in the Corporation.





(b)        A vacancy in any office
because of death, resigna­tion, removal or any other cause will be filled in
the manner prescribed in these Bylaws for regular appointments to such
office.





Section
2.                      COMPENSATION AND TERM OF
OFFICE; RESIGNATION; REMOVAL





(a)        The salaries and other
compensation of the officers of the Corporation will be fixed by or in the
manner designated by the Board of Directors or any committee of the Board to
which officer compensation may be delegated.





(b)        All officers will hold office
at the pleasure of the Board of Directors and until their successors have been
duly elected or until the officer's earlier resignation or removal.





(c)        The Board of Directors may
remove any officer at any time, either with or without cause.





(d)        Any officer may resign at any
time by giving written notice to the Board of Directors, the President or the
Secretary of the Corporation.  Unless the notice specifies a later
effective date, a resignation is effective when received.  Once
delivered, a notice of resignation is irrevocable unless revocation is permitted
by the Board of Directors.  If a resignation is made effective at a
later date and the Corporation accepts the future effective date, the Board of
Directors may fill the pending vacancy before the effec­tive date, if the
Board of Directors provides that the successor will not take office until the
effective date.





(e)        The election of an officer
does not itself create contract rights.  Removal or resignation of an
officer does not affect the contract rights, if any, of the Corporation or the
officer.





Section
3.                      CHAIRMAN OF THE
BOARD





The
Chairman of the Board, if and when designated by the Board of Directors, will be
a member of the Board of Directors and will preside at all meetings of the Board
of Directors and the shareholders.





Section
4.                      PRESIDENT





The President will be the chief executive officer of the Corporation and will
have general supervision, direction and control of the business and affairs of
the Corporation and will report to the Board of Directors.  The
President will have the general powers and duties of management usually vested
in the office of a chief executive officer of a corporation and will have such
other powers and duties as may be prescribed from time to time by the Board of
Directors.


7


Section
5.                      VICE
PRESIDENTS





The Vice Presidents, if any, will have such authority as may be described in the
Board resolution creating such office, and will perform such duties as the
President may prescribe.  In the absence or dis­ability of the
President, the President's duties and powers will be performed and exercised by
a senior Vice President, as desig­nated by the Board of
Directors.





Section
6.                      CHIEF FINANCIAL
OFFICER





The Chief Financial Officer will be responsible for all financial affairs of the
Corporation, including without limitation the establishment, subject to
authorization by the Board of Directors, of relationships with one or more
financial institutions for the borrowing, depositing and withdrawal of funds and
will cause to be kept full and accurate financial records and accounts of
receipts and disbursements in books maintained at the Corporation's principal
offices.  In the absence of a separate officer position for a
treasurer, the Chief Financial Officer will be the treasurer of the
Corporation.  The Chief Financial Officer will report to the
Corporation's President.





Section
7.                      SECRETARY





(a)        The Secretary will keep or
cause to be kept at the principal office, or such other place as the Board of
Directors may order, a book of minutes of all meetings of directors and
share­holders showing the time and place of the meeting, and if a special
meeting, how authorized, the notice given, the names of those present at
meetings of the Board of Directors, the number of shares present or represented
at meetings of the shareholders and the proceedings thereof.





(b)        The Secretary will keep or
cause to be kept at the principal office of the Corporation or at the office of
the Corporation's transfer agent, a proper share register and transfer book, or
duplicates thereof, for all classes and series of shares issued by the
Corporation.





(c)        The Secretary will give or
cause to be given such notice of the meetings of the shareholders and of the
Board of Directors as is required by law or these Bylaws.  If the
Corporation elects to have a seal, the Secretary will keep the seal and affix it
to all documents requiring a seal.  The Secretary will have such other
powers and perform such other duties as may be prescribed by the Board of
Directors or these Bylaws.





Section
8.                      ASSISTANTS





The Board of Directors may appoint or authorize the appointment of assistants to
the Secretary or other offices.  Such assistants may exercise the
powers of the office and will perform such duties as are prescribed by the Board
of Directors.





Section
9.                      OTHER
OFFICERS





The Board of Directors may designate other officers to perform such other duties
and have such powers as from time to time may be assigned to them by the Board
of Directors.  The Board of Directors may delegate to any officer of
the Corporation the power to choose such other officers and to prescribe their
respective duties and powers.





ARTICLE
4


CORPORATE
RECORDS AND REPORTS - INSPECTION





Section
1.                      RECORDS





All records of the Corporation will be kept at its principal office, registered
office or at any other place designated by the Cor­poration's chief
executive officer, or as otherwise provided by law, and may be kept in paper
form or by means of any information storage device that can be converted into
clearly legible paper form within a reasonable period of time.


8


Section
2.                      CHECKS, DRAFTS,
ETC.





All checks, drafts or other orders for payment of money, notes or other
evidences of indebtedness, issued in the name of the Corporation will be signed
or endorsed by such person or persons and in such manner as may be determined
from time to time by resolution of the Board of Directors.





Section
3.                      EXECUTION OF
DOCUMENTS





The Board of Directors may, except as otherwise provided in these Bylaws,
authorize any officer or agent of the Corporation 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 by the Board of Directors, or unless
inherent in the authority vested in the office under the provision of these
Bylaws, no officer, agent or employee of the Corporation will have any power or
authority to bind the Corporation by any contract or engagement, or to pledge
its credit or render it liable for any purpose or for any amount.





ARTICLE
5


CERTIFICATES
AND TRANSFER OF SHARES





Section
1.                      CERTIFICATES; DIRECT
REGISTRATION





(a)        Ownership of shares of the
capital stock of the Corporation will be evidenced by certificates (certificated
shares) or by direct registration on the books and records of the Corporation or
its transfer agent or registrar without the issuance of certificates
(uncertificated shares) pursuant to a direct registration system approved by the
Securities and Exchange Commission and the Nasdaq Global Market or such other
securities exchange on which shares of the Corporation's capital stock may from
time to time be traded.





(b)        Any certificates that are
issued will be in such form as the Board of Directors may designate and will
state (i) the name of the Corporation and the state law under which the
Corporation is organized, (ii) the name of the person to whom the shares
represented by the certificate are issued and (iii) the number and class of
shares and the designation of the series, if any, the certificate
represents.  Certificates must be signed, either manually or in
facsimile, by the President or a Vice President and the Secretary or an
Assistant Secretary of the Corporation.  If the Corporation has a
corporate seal, the certificates may bear the corporate seal or its
facsimile.  If any officer who has signed a share certificate, either
manually or in facsimile, no longer holds office when the certificate is issued,
the certificate is nevertheless valid.





(c)        Within a reasonable time
after the issuance or transfer of uncertificated shares, the Corporation will
send the registered owner thereof a written notice containing the information
required to be set forth or stated on certificates pursuant to the
Act.





Section
2.                      TRANSFER ON THE
BOOKS





Transfers of shares of stock of the Corporation will be made on the books of the
Corporation only after receipt of a request with proper evidence of succession,
assignment, or authority to transfer by the record holder of such stock, or by
an attorney lawfully constituted in writing, and in the case of stock
represented by a certificate upon surrender of such
certificate.  Subject to the foregoing, the Board of Directors will
have power and authority to make such rules and regulations as it will deem
necessary or appropriate concerning the issue, transfer, and registration of
certificates of shares of stock of the Corporation.





Section
3.                      LOST, STOLEN OR DESTROYED
CERTIFICATES





In the event a certificate is represented to be lost, stolen or destroyed, a new
certificate will be issued in place thereof upon such proof of the loss, theft
or destruction and upon the giving of such bond or other indemnity as may be
required by the Board of Directors.


9


Section
4.                      TRANSFER AGENTS AND
REGISTRARS





The Board of Directors may from time to time appoint one or more transfer agents
and one or more registrars for the shares of the Corporation who will have such
powers and duties as the Board of Directors may specify.





ARTICLE
6


GENERAL
PROVISIONS





Section
1.                      SEAL





If the Corporation elects to have a corporate seal, the seal will be circular in
form and will have inscribed thereon the name of the Corporation and the state
of its incorporation.





Section
2.                      AMENDMENT OF
BYLAWS





(a)        Except as otherwise provided
by law, the Board of Directors may amend or repeal these Bylaws and may adopt
replacement bylaws at any regular or special meeting of the Board of
Directors.





(b)        Whenever an amendment or new
Bylaw is adopted, it will be copied in the minute book with the original Bylaws
in the appropriate place.  If any Bylaw is repealed, the fact of
repeal and the date on which the repeal occurred will be stated in such book and
place.





Section
3.                      NOTICE





(a)        Notice for all purposes under
these Bylaws will be in writing unless oral notice is specifically permitted
under the circumstances by the Articles of Incorporation or these
Bylaws.  All notices to shareholders of the Corporation will be in
writing.





(b)        Notice may be communicated in
person, by mail or private carrier or by telephone, e-mail, facsimile or other
form of electronic transmission.





ARTICLE
7


INDEMNIFICATION





(a)        The Corporation will
indemnify to the fullest extent permitted by law any person who is made, or
threatened to be made, a party to or witness in, or is otherwise involved in,
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, investigative, or otherwise (including any action,
suit or proceeding by or in the right of the Corporation) by reason of the fact
that:





(i)  the person is or was a director or officer of the Corporation or
any of its subsidiaries;





(ii)  the person is or was serving as a fiduciary within the meaning
of the Employee Retirement Income Security Act of 1974 with respect to any
employee benefit plan of the Corpora­tion or any of its subsidiaries;
or





(iii)  the person is or was serving, at the request of the Corporation
or any of its subsidiaries, as a director or officer, or as a fiduciary of an
employee benefit plan, of another corporation, partnership, joint ven­ture,
trust or other enterprise.





(b)        The Corporation may indemnify
its employees and other agents to the fullest extent permitted by
law.





(c)        The expenses incurred by a
director or officer or other indemnified person in connection with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, investigative, or otherwise, which the director or
officer is made or threatened to be made a party to or witness in, or is
otherwise involved in, will be paid by the Corporation in advance upon written
request if the indemnified person:


10


(i)  furnishes the Corporation a written affirmation that in good
faith the person believes that he or she is entitled to be indemnified by the
Corporation; and





(ii)  furnishes the Corporation a written undertaking to repay such
advance to the extent that it is ultimately determined by a court that such
person is not entitled to be indemnified by the Corporation.  Such
advances will be made without regard to the person's ability to repay such
expenses and without regard to the person's ultimate entitlement to
indemni­fi­cation under this Article or otherwise.





(d)        The rights of indemnification
provided in this Article 8 will be in addition to any rights to which a
person may otherwise be entitled under any articles of incorporation, bylaw,
agreement, statute, policy of insurance, vote of shareholders or Board of
Directors, or otherwise; will continue as to a person who has ceased to be a
director, officer, employee or agent of the Corporation; and will inure to the
benefit of the heirs, executors and administrators of such person.





(e)        Any repeal of this
Article 8 will be prospective only and no repeal or modification of this
Article 8 will adversely affect any right or protection that is based upon
this Article 8 and pertains to an act or omission that occurred prior to
the time of such repeal or modification.





ARTICLE
8


LIMITATION
OF DIRECTOR LIABILITY





To the fullest extent permitted by law, no director will be personally liable to
the Corporation or its shareholders for monetary damages for conduct as a
director.  No amendment or repeal of this Article 9, nor the adoption
of any provision of these Bylaws inconsistent with this Article 9, will
adversely affect any right or protection of a director based upon this Article 9
and which right or protection pertains to conduct that occurred prior to the
time of such amendment or repeal.  No change in the law will reduce or
eliminate the rights and protections provided by this Article 9, unless the
change in the law specifically requires such reduction or
elimination.  If the Act is amended after this Article 9 becomes
effective to authorize corporate action further eliminating or limiting the
personal liability of directors, officers, employees or agents, then the
liability of directors, officers, employees or agents of this corporation will
be eliminated or limited to the fullest extent permitted by the Act, as so
amended.





ARTICLE
9


TRANSACTIONS
WITH INTERESTED DIRECTORS





Section
1.                      VALIDITY OF
TRANSACTION





No transaction involving the Corporation will be voidable by the Corporation
solely because of a director's direct or indirect interest in the transaction
if:





(a)        The material facts of the
transaction and the direc­tor's interest were disclosed or known to the
Board of Directors or a committee of the Board of Directors, and the Board of
Direc­tors or committee authorized, approved or ratified the transaction;
or





(b)        The material facts of the
transaction and the director's interest were disclosed or known to the
shareholders entitled to vote and a majority of those shareholders authorized,
approved or ratified the transaction; or





(c)        The transaction was fair to
the Corporation.





Solely for purposes of this Article 10, a director of the Corporation has
an indirect interest in a transaction if another entity in which the director
has a material financial interest or in which the director is a general partner
is a party to the transaction or the transaction is with another entity of which
the director is a director, officer or trustee and the transaction is or should
be considered by the Board of Directors.





11


Section
2.                      APPROVAL BY
BOARD





For purposes of Section 1, a transaction in which a director has an
interest is authorized, approved or ratified if it receives the affirmative vote
of a majority of the directors on the Board of Directors, or on the committee
acting on the matter, who have no direct or indirect interest in the
transaction.  A transaction may not be authorized, approved or
ratified under this Article 10 by a single director.  If a
majority of the directors who have no direct or indirect interest in the
transaction vote to authorize, approve or ratify the transaction, a quorum will
be deemed to be present for the purpose of taking action under this
Article 10.  The presence of, or a vote cast by, a director with
a direct or indirect interest in the transaction does not affect the validity of
any action taken by the Board of Directors or a committee thereof if the
transaction is otherwise authorized, approved or ratified in any manner as
provided in Section 1 of this Article 10.





Section
3.                      APPROVAL BY
SHAREHOLDERS





For purposes of Section 1 of this Article 10, a transaction in which a
director has an interest is authorized, approved or ratified if it receives the
vote of a majority of the shares entitled to be counted under this
Article 10, voting as a single voting group.  Shares owned by or
voted under the control of a director who has a direct or indirect interest in
the transaction, and shares owned by or voted under the control of any entity
affiliated with the director as described in Section 1, may be counted in a
vote of shareholders to determine whether to authorize, approve or ratify a
transaction by vote of the shareholders under this Article 10.  A
majority of the shares, whether or not present, that are entitled to be counted
in a vote on the transaction under this Article 10 constitutes a quorum for
the purpose of taking action under this Article 10.