EXHIBIT 3.2

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                                 IA GLOBAL, INC.


SECTION 1. OFFICES

         1.1. Registered Office. The registered office of IA Global, Inc.
("Corporation") in the State of Delaware is located at the Corporation Services
Company, 2711 Centerville Road, Wilmington, Delaware 19808.

         1.2. Principal Office. The principal office of the Corporation shall be
located at the principal place of business of such other place as the Board of
Directors ("Board" and each a "Director") may designate. The Corporation may
have such other offices as the Board may designate or as the business of the
Corporation may require.

SECTION 2. STOCKHOLDERS

         2.1. Annual Meeting. The annual meeting of the stockholders to elect
Directors and transact such other business as may properly come before the
meeting shall be held on a date not more than 180 days after the end of the
Corporation's fiscal year, such date and time to be determined by the Board.

         2.2. Special Meetings. Special meetings of the stockholders may be
called at any time by the Chief Executive or Operating Officers or a majority of
the Board.

         2.3. Date, Time and Place of Meeting. Except as otherwise provide in
these Bylaws, all meetings of stockholders, including those held pursuant to
demand by stockholders, shall be held on such date and at such time and place
designated by or at the direction of the Board.

         2.4. Notice of Meeting. Written notice stating the place, day and hour
of the meeting and, in the case of a special meeting, the purpose or purposes
for which the meeting is called shall be given by or at the direction of the
Board, the Chairman of the Board, the Chief Executive or Operating Officers or
the Secretary to each stockholder entitled to notice of or to vote at the
meeting not less than 10 nor more than 60 days before the meeting, except that
notice of a meeting to act on an amendment to the Certificate of Incorporation,
a plan of merger or share exchange, the sale, lease, exchange or other
disposition of all or substantially all of the Corporation's assets other than
in the regular course of business or the dissolution of the Corporation shall be
given not less than 20 or more than 60 days before such meeting. If an annual or
special stockholders' meeting is adjourned to a different date, time or place,
no notice of the new date, time or place is required if they are announced at
the meeting before adjournment. If a new record date for the adjourned meeting
is or must be fixed, notice of the

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adjourned meeting must be given to stockholders entitled to notice of or to vote
as of the new record date.

         Such notice may be transmitted by mail, private carrier, personal
delivery, telegraph, teletype or communications equipment that transmits a
facsimile of the notice. If those forms of written notice are impractical in the
view of the Board, the Chairman of the Board, the President or the Secretary,
written notice may be transmitted by an advertisement in a newspaper of general
circulation in the area of the Corporation's principal office. If such notice is
mailed, it shall be deemed effective when deposited in the official government
mail, first-class postage prepaid, properly addressed to the stockholder at such
stockholder's address as it appears in the Corporation's current record of
stockholders. Notice given in any other manner shall be deemed effective when
dispatched to the stockholder's address, telephone number or other number
appearing on the records of the Corporation. Any notice given by publication as
herein provided shall be deemed effective five days after first publication.

         2.5. Waiver of Notice. Whenever any notice is required to be given by
an stockholder under the provisions of these Bylaws, the Certificate of
Incorporation or the Delaware General Corporation Law ("DGCL"), a waiver of
notice in writing, signed by the person or persons entitled to such notice and
delivered to the Corporation, whether before or after the date and time of the
meeting or before or after the action to be taken by consent is effective, shall
be deemed equivalent to the giving of such notice. Further, notice of the time,
place and purpose of any meeting will be deemed to be waived by any stockholder
by attendance in person or by proxy, unless such stockholder at the beginning of
the meeting objects to holding the meeting or transacting business at the
meeting.

         2.6. Fixing of Record Date for Determining Stockholders. For the
purpose of determining stockholders entitled (a) to notice of or to vote at any
meeting of stockholders or any adjournment thereof, (b) to demand a special
meeting, or (c) to receive payment of any dividend, or in order to make a
determination of stockholders for any other purpose, the Board may fix a future
date as the record date for any such determination. Such record date shall be
not more than 60 days, and, in case of a meeting of stockholders, not less than
10 days, prior to the date on which the particular action requiring such
determination is to be taken. If no record date is fixed for the determination
of stockholders entitled to notice of or to vote a meeting, the record date
shall be the day immediately preceding the date on which notice of the meeting
is first given to stockholders. Such a determination shall apply to any
adjournment of the meeting unless the Board fixes a new record date, which it
shall do if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting. If no record date is set for the determination
of stockholders entitled to receive payment of any stock, dividend or
distribution (other than one involving a purchase, redemption or other
acquisition of the Corporation's shares), the record date shall be the date the
Board authorizes the stock dividend or distribution. The Corporation shall not
close its stock transfer books for any purpose while any shares are listed on
any stock exchange.

         2.7. Advance Notice of Business at Annual Meetings. At any annual
meeting of the stockholders, only such business shall be conducted as shall have
been properly brought before the meeting. To be brought properly before an
annual meeting, business must be either (1) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of

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the President or the Board, (2) otherwise properly brought before the meeting by
or at the direction of the Board, or (3) properly brought before the meeting by
a stockholder. In addition to any other applicable requirements, for business to
be brought properly before an annual meeting by a stockholder, the stockholder
must have given timely notice thereof in writing to the Secretary. To be timely,
a stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation by the close of business on the
Advance Notice Date (as defined below). A stockholder's notice shall set forth
as to each matter the stockholder proposes to bring before the annual meeting
(1) a brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, (2)
the name and record address of the stockholder proposing such business, (3) the
class and number of shares of the corporation that are beneficially owned by the
stockholder and (4) any material interest of the stockholder in such business.

         For the purposes of these Bylaws, the "Advance Notice Date" shall be
one of the following:

         (a) in the case of an annual meeting only, the date 75 days before the
         anniversary date of the prior year's meeting, if (i) there was an
         annual meeting in the prior year and (ii) the date of the current
         year's annual meeting is not more than 30 days before or after the
         anniversary date of the prior year's annual meeting; or

         (b) if clause (a) does not apply, the date 45 days prior to the date of
         the current year's annual meeting or a special meeting if at least 60
         days' notice or prior public disclosure of the date of the current
         year's annual meeting or the special meeting is given or made; or

         (c) if neither clause (a) nor clause (b) applies, the date 15 days
         after the day on which notice of the date of the current year's annual
         meeting or the special meeting was mailed or public disclosure was
         made.

         Notwithstanding anything in these Bylaws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 2.7, provided, however, that nothing in
this Section 2.7 shall be deemed to preclude discussion by any stockholder of
any business properly brought before the annual meeting in accordance with said
procedure.

         The Chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the foregoing procedure, and if the
chairman should so determine, he or she shall so declare to the meeting and any
such business not properly brought before the meeting shall not be transacted.

         2.8. Voting List. The officer who has charge of the stock ledger of the
corporation shall prepare and make or have made, at least 10 days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Nothing contained in this section shall require the corporation to include
electronic mail addresses or other electronic contact information on such list.
Such list shall be

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open to the examination of any stockholder for any purpose germane to the
meeting for a period of at least 10 days prior to the meeting: (i) on a
reasonably accessible electronic network, provided that the information required
to gain access to such list is provided with the notice of the meeting, or (ii)
during ordinary business hours, at the principal place of business of the
corporation. In the event that the corporation determines to make the list
available on an electronic network, the corporation may take reasonable steps to
ensure that such information is available only to stockholders of the
corporation. If the meeting is to be held at a place, then the list shall 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. If the meeting
is to be held solely by means of remote communication, then the list shall also
be open to the examination of any stockholder during the whole time of the
meeting on a reasonably accessible electronic network, and the information
required to access such list shall be provided with the notice of the meeting.
The stock ledger shall be the only evidence as to who are the stockholders
entitled by this section to examine the stock ledger, the list required by this
section or the books and records of the corporation or to vote in person or by
proxy at any meeting of stockholders.

         2.9. Quorum. Except with respect to any greater requirement contained
in the Certificate of Incorporation or the DGCL, one-third of the votes entitled
to be cast on a matter by the holders of shares that, pursuant to the
Certificate of Incorporation or the DGCL, are entitled to vote and be counted
collectively upon such matter, represented in person or by proxy, shall
constitute a quorum of such shares at a meeting of stockholders. If less than
the required number of such votes are represented at a meeting, a majority of
the votes so represented may adjourn the meeting from time to time. Any business
may be transacted at a reconvened meeting that might have been transacted at the
meeting as originally called, provided a quorum is present or represented at
such meeting. Once a share is represented for any purpose at a meeting other
than solely to object to holding the meeting or transacting business, it is
deemed present for quorum purposes for the remainder of the meeting and any
adjournment (unless a new record date is or must be set for the adjourned
meeting), notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.

         2.10. Manner Of Acting. If a quorum is present, action on a matter
other than the election of Directors shall be approved if the votes cast in
favor of the action by the shares entitled to vote and be counted collectively
upon such matter exceed the votes cast against such action by the shares
entitled to vote and be counted collectively thereon, unless the Certificate of
Incorporation or the DGCL requires a greater number of affirmative votes.
Whenever the DGCL permits a Corporation's Bylaws to specify that a lesser number
of shares than would otherwise be required shall suffice to approve an action by
stockholders, these Bylaws hereby specify that the number of shares required to
approve such an action shall be such lesser number.

         2.11. Proxies. A stockholder may vote by proxy executed in writing by
the stockholder or by his or her attorney-in-fact or agent. Such proxy shall be
effective when received by the Secretary or other officer or agent authorized to
tabulate votes. A proxy shall become invalid 3 years after the date of its
execution, unless otherwise provided in the proxy. A proxy with respect to a
specified meeting shall entitle its holder to vote at any reconvened meeting
following adjournment of such meeting but shall not be valid after the final
adjournment.

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         2.12. Voting Shares. Except as provided in the Certificate of
Incorporation, each outstanding share entitled to vote with respect to a matter
submitted to a meeting of stockholders shall be entitled to one vote upon such
matter.

         2.13. Voting for Directors.

                  2.13.1. Except as otherwise required by law, directors shall
be elected by a plurality of the votes cast at a meeting of stockholders by the
holders of shares entitled to vote in the election.

                  2.13.2. Whenever any corporate action, other than the election
of directors, is to be taken by vote of the stockholders at a meeting, it shall,
except as otherwise required by law or the Certificate of Incorporation, be
authorized by a majority of the votes cast thereat, in person or by proxy.

         2.14. Conduct of Meeting. Meetings of the stockholders shall be
presided over by one of the following officers in the order specified and if
present and acting: the Chairman of the Board, the Chief Executive or Operating
Officers, or if none of the foregoing is in office and present and acting, a
chairman designated by the Board or, in the absence of such designation, a
chairman chosen by the stockholders at the meeting. The Secretary of the
Corporation, if present, shall act as secretary of every meeting, but if the
Secretary is not present the chairman of the meeting shall appoint a secretary
of the meeting.

         The Board may adopt such rules, regulations and procedures for the
conduct of the meeting of stockholders as it shall deem appropriate. Except to
the extent inconsistent with such rules and regulations as adopted by the Board,
the chairman of the meeting shall have the right and authority to prescribe such
rules, regulations and procedures and to do all such acts as, in the judgement
of such chairman, are appropriate for the proper conduct of the meeting. Such
rules, regulations or procedures, whether adopted by the Board or prescribed by
the chairman of the meeting, may include, without limitation, (i) the
establishment of an agenda or order of business for the meeting, (ii) rules and
procedures for maintaining order at the meeting and the safety of those present,
(iii) limitations on attendance at or participation in the meeting to
stockholders of record of the Corporation, their duly authorized and constituted
proxies or such other persons as the chairman of the meeting shall determine,
(iv) restrictions on entry to the meeting after the time fixed for the
commencement thereof, and (v) limitations on the time allotted to questions or
comments by participants. Unless and to the extent determined by the Board or
the chairman of the meeting, meetings of stockholders shall not be required to
be held in accordance with the rules of parliamentary procedure.

         2.15. Action Without A Meeting. Whenever stockholders are required or
permitted to take any action at a meeting or by vote, such action may be taken
without a meeting, without prior notice and without a vote, by consent in
writing setting forth the action so taken, signed by the holders of outstanding
shares 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. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

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         2.16. Inspectors of Election.

                  2.16.1. The Chairman of any meeting of the stockholders may
appoint one or more Inspectors of Election ("Inspectors"). Any Inspector may be
removed, and a new Inspector or Inspectors appointed, by the Board at any time.

                  2.16.2. The Inspectors need not be stockholders of the
Corporation, and any director or officer of the Corporation may be an Inspector
on any question other than a vote for or against his election to any position
with the Corporation or on any other matter in which he may be directly
interested.

                  2.16.3. Any Inspector so appointed to act at any meeting of
the stockholders, before entering upon the discharge of his or her duties, shall
take and sign an oath faithfully to execute the duties of Inspector at such
meeting with strict impartiality, and according to the best of his or her
ability.

                  2.16.4. The Inspectors shall determine the number of shares of
stock outstanding and the voting power of each, the shares of stock represented
at the meeting, the existence of a quorum, the validity and effect of proxies,
hear and determine all challenges and questions arising in connection with the
right to vote, decide upon the qualifications of voters, accept, count and
tabulate all votes and ballots (if any), declare the results of such vote, and
do such acts as are proper to conduct the election or vote with fairness to all
stockholders entitled to vote thereat.

                  2.16.5. Unless waived by vote of the stockholders pursuant to
these Bylaws, the Inspectors shall deliver to the secretary of the meeting a
certificate stating the number of shares of stock issued and outstanding and
entitled to vote thereon and the number of shares voted for and against the
question, respectively, as well as any challenge , question or matter determined
by him or them at such meeting.

SECTION 3. BOARD OF DIRECTORS

         3.1. General Powers. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the Corporation shall be
managed under the direction of, the Board, except as may be otherwise provided
in these Bylaws, the Certificate of Incorporation or the DGCL.

         3.2. Number and Tenure. The Board shall be composed of not less than
one nor more than nine Directors. At each annual meeting of stockholders,
directors shall be elected to serve until the next annual meeting or until his
or her resignation or removal. At each meeting of the stockholders for the
election of directors at which a quorum is present, the persons receiving the
greatest number of votes, up to the number of directors to be elected, of the
stockholders present in person or by proxy and entitled to vote thereon shall be
the directors; provided, however, that for purposes of such vote no stockholder
shall be allowed to cumulate his votes. Election of directors may be conducted
in any manner approved at such meeting.

         3.3. Annual and Regular Meetings. An annual Board meeting shall be held
without notice immediately after and at the same place as the annual meeting of
stockholders. By

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resolution the Board, or any committee designated by the Board, may specify the
time and place for holding regular meetings without notice other than such
resolution.

         3.4. Special Meetings. Special meetings of the Board or any committee
designated by the Board may be called by or at the request of the Chairman of
the Board, the President, the Secretary or, in the case of special Board
meetings, any one-third or more of the Directors in office and, in the case of
any special meeting of any committee designated by the Board, by its Chairman.
The person or persons authorized to call special meetings may fix any place for
holding any special Board or committee meeting called by them.

         3.5. Meetings by Communications Equipment. Members of the Board or any
committee designated by the Board may participate in a meeting of such Board or
committee by, or conduct the meeting through the use of, any means of
communication by which all Directors participating in the meeting can hear each
other during the meeting. Participation by such means shall constitute presence
in person at a meeting.

         3.6. Notice Of Special Meetings. Notice of a special Board or committee
meeting stating the place, day and hour of the meeting shall be given to a
Director in writing or orally. Neither the business to be transacted at nor the
purpose of any special meeting need be specified in the notice of such meeting.
It shall be deemed sufficient notice to a director to send notice by mail at
least five days before the meeting, or by fax at least two days before the
meeting.

         3.7. Waiver of Notice.

                  3.7.1. In Writing. Whenever any notice is required to be given
to any Director under the provisions of these Bylaws, the Certificate of
Incorporation or the DGCL, a waiver thereof in writing, signed by the person or
persons entitled to such notice and delivered to the Corporation, whether before
or after the date and time of the meeting, shall be deemed equivalent to the
giving of such notice. Neither the business to be transacted at nor the purpose
of any regular or special meeting of the Board or any committee designated by
the Board need be specified in the waiver of notice of such meeting.

                  3.7.2. By Attendance. A Director's attendance at or
participation in a Board or committee meeting shall constitute a waiver of
notice of such meeting, unless the Director at the beginning of the meeting, or
promptly upon his or her arrival, objects to holding the meeting or transacting
business at such meeting and does not thereafter vote for or assent to action
taken at the meeting.

         3.8. Quorum.

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                  3.8.1. A majority of the number of Directors fixed by or in
the manner provided in these Bylaws shall constitute a quorum for the
transaction of business at any Board meeting, except that when the number of
Directors constituting the whole Board shall be an even number, one-half of that
number shall constitute a quorum. If less than a majority are present at a
meeting, a majority of the Directors present may adjourn the meeting from time
to time without further notice.

                  3.8.2. A majority of the number of Directors composing any
committee of the Board, as established and fixed by resolution of the Board,
shall constitute a quorum for the transaction of business at any meeting of such
committee but, if less than a majority are present at a meeting, a majority of
such Directors present may adjourn the committee meeting from time to time
without further notice.

         3.9. Manner of Acting. If a quorum is present when the vote is taken,
the act of the majority of the Directors present at a Board or committee meeting
shall be the act of the Board or such committee, unless the vote of a greater
number is required by these Bylaws, the Certificate of Incorporation or the
DGCL.

         3.10. Presumption of Assent. A Director of the Corporation who is
present at a Board or committee meeting at which any action is taken shall be
deemed to have assented to the action taken unless (a) the Director objects at
the beginning of the meeting, or promptly upon the Director's arrival, to
holding the meeting or transacting any business at such meeting, (b) the
Director's dissent or abstention from the action taken is entered in the minutes
of the meeting, or (c) the Director delivers written notice of the Director's
dissent or abstention to the presiding officer of the meeting before its
adjournment or to the Corporation within a reasonable time 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.

         3.11. Action by Board or Committees Without a Meeting. Any action that
could be taken at a meeting of the Board or of any committee created by the
Board may be taken without a meeting if one or more written consents setting
forth the action so taken are signed by each of the Directors or by each
committee member either before or after the action is taken and delivered to the
Corporation. Action taken by written consent of Directors without a meeting is
effective when the last Director signs the consent, unless the consent specifies
a later effective date. Any such written consent shall be inserted in the minute
book as if it were the minutes of a Board or a committee meeting.

         3.12. Resignation. Any Director may resign from the Board or any
committee of the Board at any time by delivering either oral tender of
resignation at any meeting of the Board or any committee, or written notice to
the Chairman of the Board, the Chief Executive or Operating Officers, the
Secretary or the Board. Any such resignation is effective upon delivery thereof
unless the notice of resignation specifies a later effective date and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

         3.13. Removal. At a meeting of stockholders called expressly for that
purpose, one or more members of the Board, including the entire Board, may be
removed with or without cause (unless the Certificate of Incorporation permit
removal for cause only) by the holders of the

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shares entitled to elect the Director or Directors whose removal is sought if
the number of votes cast to remove the Director exceeds the number of votes cast
not to remove the Director.

         3.14. Vacancies. If a vacancy occurs on the Board, including a vacancy
resulting from an increase in the number of Directors, the Board may fill the
vacancy, or, if the Directors 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 in office. The stockholders may fill a vacancy only if there are
no Directors in office. A Director elected to fill a vacancy shall serve only
until the next election of Directors by the stockholders.

         3.15. Executive and Other Committees.

                  3.15.1. Creation Of Committees. The Board, by resolution
adopted by the greater of a majority of the Directors then in office and the
number of Directors required to take action in accordance with these Bylaws, may
create standing or temporary committees, including an Executive Committee, and
appoint members from its own number and invest such committees with such powers
as it may see fit, subject to such conditions as may be prescribed by the Board,
the Certificate of Incorporation, these Bylaws and applicable law. Each
committee must have two or more members, who shall serve at the pleasure of the
Board.

                  3.15.2. Authority of Committees. Each Committee shall have and
may exercise all the authority of the Board to the extent provided in the
resolution of the Board creating the committee and any subsequent resolutions
adopted in like manner, except that no such committee shall have the authority
to: (1) authorize or approve a distribution except according to a general
formula or method prescribed by the Board, (2) approve or propose to
stockholders actions or proposals required by the DGCL to be approved by
stockholders, (3) fill vacancies on the Board or any committee thereof, (4)
amend the Certificate of Incorporation pursuant to DGCL, (5) adopt, amend or
repeal Bylaws, (6) approve a plan of merger not requiring stockholder approval,
or (7) authorize or approve the issuance or sale of contract for sale of shares,
or determine the designation and relative rights, preferences and limitations of
a class or series of shares except that the Board may authorize a committee or a
senior executive officer of the Corporation to do so within limits specifically
prescribed by the Board.

                  3.15.3. Minutes of Meetings. All committees shall keep regular
minutes of their meetings and shall cause them to be recorded in books kept for
that purpose.

                  3.15.4. Removal. The Board may remove any member of any
committee elected or appointed by it but only by the affirmative vote of the
greater of a majority of Directors then in office and the number of Directors
required to take action in accordance with these Bylaws.

         3.16. Compensation. By Board resolution, Directors and committee
members may be paid either expenses, if any, of attendance at each Board or
committee meeting, or a fixed sum for attendance at each Board or committee
meeting, or a stated salary as Director or a committee member, or a combination
of the foregoing. No such payment shall preclude any Director or committee
member from serving the Corporation in any other capacity and receiving
compensation therefore.

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         3.17. Qualification of Directors. A director need not be a stockholder,
a citizen of the United States or a resident of the State of Delaware.

         3.18. Interest of Director in a Transaction.

                  3.18.1. No contract or transaction between the Corporation and
one or more of its directors or officers, or between the Corporation and any
other corporation, partnership, association or other organization in which one
or more of its directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the Board or committee thereof which authorized the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

                  (a) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the Board or committee, in good faith,
authorizes the contract or transaction by the affirmative vote of a majority of
the disinterested directors, even though the disinterested directors be less
than as quorum; or

                  (b) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved, in good faith, by vote of the stockholders; or

                  (c) The contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified, by the Board of
Directors, a committee thereof, or the stockholders.

                  3.18.2. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorized the contract or transaction.

SECTION 4. OFFICERS

         4.1. Appointment and Term. The officers of the Corporation shall be
those officers appointed from time to time by the Board or by any other officer
empowered to do so. The Board shall have sole power and authority to appoint
executive officers. As used herein, the term "executive officer" shall mean the
President, the chief financial officer and any other officer designated by the
Board as an executive officer. The Board or the President may appoint such other
officers to hold office for such period, have such authority and perform such
duties as may be prescribed. The Board may delegate to any other officer the
power to appoint any subordinate officers and to prescribe their respective
terms of office, authority and duties. Any two or more offices may be held by
the same person. Unless an officer dies, resigns or is removed from office, he
or she shall hold office until his or her successor is appointed.

         4.2. Resignation. Any officer may resign at any time by delivering
written notice to the Corporation. Any such resignation is effective upon
delivery, unless the notice of resignation specifies a later effective date,
and, unless otherwise specified, the acceptance of such resignation shall not be
necessary to make it effective.

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         4.3. Removal. Any officer may be removed by the Board at any time, with
or without cause. An officer or assistant officer, if appointed by another
officer, may be removed at any time, with or without cause, by any officer
authorized to appoint such officer or assistant officer.

         4.4. Contract Rights of Officers. The appointment of an officer does
not itself create contract rights.

         4.5. Chairman of the Board. If appointed, the Chairman of the Board
shall perform such duties as shall be assigned to him or her by the Board from
time to time, and shall preside over meetings of the Board and stockholders
unless another officer is appointed or designated by the Board of Chairman of
such meetings.

         4.6. Chief Executive Officer. The chief executive officer of the
Corporation shall have all the rights and powers incident to that position, and
shall have such other duties and powers as may be prescribed by the Board of

         4.7. Chief Operating Officer. In the event of the death of the Chief
Executive Officer or his or her inability to act, the Chief Operating Officer
shall perform the duties of the Chief Executive Officer, except as may be
limited by resolution of the Board, with all the powers of and subject to all
the restrictions upon the Chief Executive Officer. The Chief Operating Officer
shall perform such other duties as from time to time may be assigned to them by
the Chief Executive Officer or by or at the direction of the Board.

         4.8. Secretary. If appointed, the Secretary shall be responsible for
preparation of minutes of the meetings of the Board and stockholders,
maintenance of the Corporation records and stock registers, and authentication
of the Corporation's records, and shall in general perform all duties incident
to the office of Secretary and such other duties as from time to time may be
assigned to him or her by the President or by or at the direction of the Board.
In the absence of the Secretary, an Assistant Secretary may perform the duties
of the Secretary.

         4.9. Treasurer. If appointed, the Treasurer shall have charge and
custody of and be responsible for all funds and securities of the Corporation,
receive and give receipts for moneys due and payable to the Corporation from any
source whatsoever, and deposit all such moneys in the name of the Corporation in
banks, trust companies or other depositories selected in accordance with the
provisions of these Bylaws, and in general perform all the duties incident to
the office of Treasurer and such other duties as from time to time may be
assigned to him or her by the President or by or at the direction of the Board.
In the absence of the Treasurer, an Assistant Treasurer may perform the duties
of the Treasurer.

         4.10. Salaries. The salaries of the officers shall be fixed from time
to time by the Board or by any person or persons to whom the Board has delegated
such authority. No officer shall be prevented from receiving such salary by
reason of the fact that he or she is also a Director of the Corporation.

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SECTION 5. CERTIFICATES FOR SHARES AND THEIR TRANSFER.

         5.1. Issuance of Shares. No shares of the Corporation shall be issued
unless authorized by the Board, or by a committee designated by the Board to the
extent such committee is empowered to do so.

         5.2. Certificates for Shares. Certificates representing shares of the
Corporation shall be signed, either manually or in facsimile, by the President
or any Vice President and by the Treasurer or any Assistant Treasurer or the
Secretary or any Assistant Secretary and shall include on their face written
notice of any restrictions that may be imposed on the transferability of such
shares. All certificates shall be consecutively numbered or otherwise
identified.

         5.3. Stock Records. The stock transfer books shall be kept at the
principal office at the Corporation or at the office of the Corporation's
transfer agent or registrar. The name and address of each person to whom
certificates for shares are issued, together with the class and number of shares
represented by each such certificate and the date of issue thereof, shall be
entered on the stock transfer books of the Corporation. The person in whose name
shares stand on the books of the Corporation shall be deemed by the Corporation
to be the owner thereof for all purposes.

         5.4. Transfer of Shares of Stock. Subject to the restrictions, if any,
stated or noted on the stock certificates, transfers of shares of the
Corporation shall be made only on the stock transfer books of the Corporation
pursuant to authorization or document of transfer made by the holder of record
thereof or by his or her legal representative, who shall furnish proper evidence
of authority to transfer, or by his or her attorney-in-fact authorized by power
of attorney duly executed and filed with the Secretary of the Corporation. All
certificates surrendered to the Corporation for transfer shall be canceled and
no new certificate shall be issued until the former certificates for a like
number of shares shall have been surrendered and canceled.

         5.5. Lost or Destroyed Certificates. In the case of a lost, destroyed
or damaged certificate, a new certificate may be issued in its place upon such
terms and indemnity to the Corporation as the Board may prescribe.

SECTION 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         6.1. Action by Others. The Corporation (1) 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
Corporation) by reason of the fact that he or she is or was a Director or an
officer of the Corporation and (2) except as otherwise required by Section 6.3
of this Article, may 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 Corporation) by reason of the fact that he
or she is or was an employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a Director, officer, employee, agent of or
participant in another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts actually and reasonably incurred by such person in connection

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with such action, suit or proceeding if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her 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 such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.

         6.2. Actions by or in the Right of the Corporation. The Corporation
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 Corporation to procure a judgment in its favor by reason of the fact that
he or she is or was a Director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a Director, officer,
employee, agent of or participant in another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Corporation 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 for gross negligence or misconduct in the performance of
his or her duty to the Corporation unless and only to the extent that the
Delaware 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 Delaware Court of
Chancery or such other court shall deem proper.

         6.3. Successful Defense. To the extent that it is determined by a final
judicial determination that a person who is or was a Director, officer, employee
or agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Section 6.1 or Section
6.2 of this Article, or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection therewith.

         6.4. Specific Authorization. Any indemnification under Section 6.1 or
Section 6.2 of this Article (unless ordered by a court) shall be made by the
Corporation 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 such person has met the applicable standard of conduct set
forth in said Sections 6.1 and 6.2. Such determination shall be made (1) by the
Board 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.

         6.5. Advance of Expenses. Expenses incurred by any person who may have
a right of indemnification under this Article in defending a civil or criminal
action, suit or proceeding may

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be paid by the Corporation in advance of the final disposition of such action,
suit or proceeding as authorized by the Board in the specific case upon receipt
of an undertaking by or on behalf of the Director, officer, employee or agent to
repay such amount if it shall ultimately be finally judicially determined that
he or she is not entitled to be indemnified by the Corporation pursuant to this
Article.

         6.6. Right of Indemnity Not Exclusive. The indemnification provided by
this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested Directors or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a Director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

         6.7. Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a Director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
Director, officer, employee or agent of or participant in another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him or her and incurred by him or her in any such capacity, or
arising out of such person's status as such, whether or not the Corporation
would have the power to indemnify him or her against such liability under the
provisions of this Article, Section 145 of the DGCL or otherwise.

         6.8. Invalidity of Any Provisions of This Article. The invalidity or
unenforceability of any provision of this Article shall not affect the validity
or enforceability of the remaining provisions of this Article.

SECTION 7. AMENDMENTS.

         These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board, except that the Board may not repeal or amend any Bylaw
that the stockholders have expressly provided, in amending or repealing such
Bylaw, may not be amended or repealed by the Board. The stockholders may also
alter, amend and repeal these Bylaws or adopt new Bylaws. All Bylaws made by the
Board may be amended, repealed, altered or modified by the stockholders.

SECTION 8. GENERAL PROVISIONS

         8.1. Fiscal Year. Except as otherwise designated from time to time by
the Board , the fiscal year of the Corporation shall begin on the first day of
January and end on the last day of December.

         8.2. Corporate Seal. The corporate seal shall be in such form as shall
be approved by the Board. The Secretary shall be the custodian of the seal, and
a duplicate seal may be kept and used by any other officer the Board may
authorize.

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         8.3. Certificate of Incorporation. All references in these Bylaws to
the Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the Corporation, as in effect from time to time.

         8.4. Execution of Instruments. The President and the Secretary shall
have power to execute and deliver on behalf and in the name of the Corporation
any instrument requiring the signature of an officer of the Corporation,
including deeds, contracts, mortgages, bonds, notes, debentures, checks, drafts
and other orders for the payment of money. In addition, the Board, the President
and the Secretary may expressly delegate such powers to any other officer or
agent of the Corporation.

         8.5. Voting of Securities. The Chief Executive or Operating Officers
and the Secretary, and each other person authorized by the Board, each acting
singly, may waive notice of, and act as, or appoint any person or persons to act
as, proxy or attorney-in-fact for this Corporation (with or without power of
substitution) at any meeting of stockholders or owners of other interests of any
other corporation or organization the securities of which may be held by this
Corporation. In addition, the Board, the Chief Executive or Operating Officers
or the Secretary may expressly delegate such powers to any other officer or
agent of the Corporation.

         8.6. Evidence of Authority. A certificate by the Secretary or a
temporary secretary as to any action taken by the stockholders, directors, a
committee or any officer or representative of the Corporation shall, as to all
persons who rely on the certificate in good faith, be conclusive evidence of
that action.

         8.7. Transactions with Interested Parties. No contract or transaction
between the Corporation and one or more of the directors or officers, or between
the Corporation and any other corporation, partnership, association or other
organization in which one or more of the directors or officers are directors or
officers or have a financial interest, shall be void or voidable solely for that
reason or solely because the director or officer is present at or participates
in the meeting of the Board or a committee of the Board that authorizes the
contract or transaction or solely because the vote of any such director is
counted for such purpose, if:

                  (a) The material facts as to the relationship or interest and
         as to the contract or transaction are disclosed or are known to the
         Board or such committee, and the Board or committee in good faith
         authorizes the contract or transaction by the affirmative votes of a
         majority of the disinterested directors, even though the disinterested
         directors be less than a quorum; or

                  (b) The material facts as to the relationship or interest and
         as to the contract or transaction are disclosed or are known to the
         stockholders entitled to vote thereon, and the contract or transaction
         is specifically approved in good faith by vote of the stockholders; or

                  (c) The contract or transaction is fair to the Corporation as
         of the time it is authorized, approved or ratified by the Board, a
         committee of the Board or the stockholders.

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         Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board or of a committee that authorizes
the contract or transaction.

         8.8. Books and Records. The books and records of the Corporation shall
be kept at such places within or without the State of Delaware as the Board may
from time to time determine.

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