Exhibit 3.2

AMENDED AND
RESTATED

BY-LAWS

OF

CONOLOG
CORPORATION

ARTICLE I

STOCKHOLDERS

Section
1.1 Annual Meeting. Except as otherwise provided in Section 1.9 of
these By-Laws, an annual meeting of stockholders of the Corporation for the
election of directors and for the transaction of any other business which may
properly be considered at the annual meeting, shall be held on the second
Wednesday in December in each year, unless such day shall fall on a legal
holiday, in which case such meeting shall be held on the next day thereafter
not a legal holiday. The annual meeting in each year shall be held at such hour
on said day and at such place within or without the State of Delaware as may be
fixed by the Board of Directors, or, if not so fixed, at 10:00 A.M. at the
principal business office of the Corporation at 1225 Connecticut Avenue,
Washington, D.C.

Section
1.2 Special Meetings. A special meeting of the holders of stock of
the Corporation entitled to vote on any business to be considered at any such
meeting may be called by the Chairman of the Board, if any, or the President,
and shall be called by the Chairman of the Board, if any, or the President or
the Secretary when directed to do so by resolution of the Board of Directors or
at the written request of directors representing a majority of the whole Board
or at the written request of the holders of 30% of the outstanding stock
entitled to vote at such meeting. Any such request shall state the purpose or
purposes of the proposed meeting.

1

---



Section
1.3 Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, unless notice is waived in writing
by all stockholders entitled to vote at the meeting, a written notice of the
meeting shall be given which shall state the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called.

Unless
otherwise provided by law, and except as to any stockholder duly waiving notice,
the written notice of any meeting shall be given personally or by mail, not
less than ten nor more than fifty days before the date of the meeting to each
stockholder entitled to vote at such meeting. If mailed, notice shall be deemed
given when deposited in the United States mail, first class postage prepaid,
directed to the stockholder at his address as it appears on the records of the
Corporation.

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. At the adjourned meeting the
Corporation may transact any business which might have been transacted at the
original meeting. If, however, the adjournment is for more than thirty days, or
if after the adjournment a new record date is fixed for the adjourned meeting,
a notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

Section
1.4 Quorum. Except as otherwise provided by law in respect of the
vote of holders of stock that shall be required for a specified action, at any
meeting of stockholders the holders of one-third (1/3) of the outstanding stock
entitled to vote thereat, either present or represented by proxy, shall
constitute a quorum for the transaction of any business, but the stockholders
present, although less than a quorum, may adjourn the meeting to another time
or

2

---



place and, except as provided in the last paragraph of
Section 1.3 of these By-Laws, notice need not be given of the adjourned
meeting.

Section
1.5 Voting. Whenever directors are to be elected at a meeting, they
shall be elected by a plurality of the votes cast at the meeting by the holders
of stock entitled to vote thereat. Whenever any corporate action, other than
the election of directors, is to be taken by vote of stockholders at a meeting,
it shall, except as otherwise required by law or by the Certificate of
Incorporation or by these By-Laws, be authorized by a majority of the votes
cast at the meeting by the holders of stock entitled to vote thereat.

Except
as otherwise provided by law, each holder of record of stock of the Corporation
entitled to vote on any matter at any meeting of stockholders shall be entitled
to one vote for each share of such stock standing in the name of such holder on
the stock ledger of the Corporation on the record date for the determination of
the stock holders entitled to vote at the meeting.

Upon
the demand of any stockholder entitled to vote, the vote for directors, or the
vote upon any question before a meeting, shall be by written ballot, but
otherwise the method of voting and the manner in which votes are counted shall
be discretionary with the presiding officer at the meeting.

Section
1.6 Presiding Officer and Secretary. At every meeting of
stockholders the Chairman of the Board, or in his absence (or if there be none)
the President, or in his absence a Vice-President, or, if none be present, the
appointee of the meeting, shall preside. The Secretary, or in his absence an
Assistant Secretary, or if none be present, the appointee of the presiding
officer of the meeting, shall act as secretary of the meeting.

3

---



Section
1.7 Proxies. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period. Every proxy shall be
signed by the stockholder or by his duly authorized attorney.

Section
l.8 List of Stockholders. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

The
stock ledger shall be the only evidence as to who are the stockholders entitled
to examine the stock ledger, the list required by this Section or the books of
the Corporation, or to vote in person or by proxy at any meeting of
stockholders.

Section
1.9 Written Consent of Stockholders in Lieu of Meeting. Whenever by
statute or under any provision of the Certificate of Incorporation or these
By-Laws the vote of the holders of stock of the Corporation at a meeting is
required or permitted to be taken for or in connection with an election of
directors or any other corporate action, the meeting and vote of such
stockholders may be dispensed with and such action may be taken with the
written consent

4

---



of the holders of a majority of the stock outstanding,
except that, if the vote of the holders of more than a majority of the
outstanding stock shall be required by statute or the Certificate of Incorporation
or these By-Laws for a specified action, then such action may be taken only
with the written consent of the holders of the minimum percentage of the
outstanding stock so required. If any such action without a meeting is taken by
less than unanimous written consent, the secretary shall give prompt notice
thereof to all holders of outstanding stock. Any such written consent may be
given by one or any number of substantially concurrent written instruments of
substantially similar tenor signed by such stockholders, in person or by
attorney or proxy appointed in writing, and filed with the Secretary or
Assistant Secretary of the Corporation. Any such written consent shall be
effective as of the effective date thereof as specified therein, provided that
such date is not more than sixty days prior to the date such written consent is
filed as aforesaid, or, if no such date is so specified, on the date such
written consent is filed as aforesaid.

ARTICLE II

Directors

Section
2.1 Number of Directors. The Board of Directors shall consist of not
less than three nor more than nine directors until changed as provided in this
Section. The number of directors may be changed at any time and from time to
time by the affirmative vote at a meeting of the holders of a majority of the
stock outstanding or by the written consent of the holders of a majority of
such stock or by resolution of the Board of Directors, adopted by a majority of
the whole Board, except that no decrease shall shorten the term of any incumbent
director unless such director is specifically removed pursuant to Section 2.5
of these By-Laws at the time of such decrease.

5

---



Section
2.2 Election and Term of Directors. Directors shall be elected
annually, by election at the annual meeting of stockholders or by the written
consent of the holders of a majority of the outstanding stock in lieu of such
meeting, and shall hold office until the next annual election. The term of
office of each director shall be from the time of his election and qualification
until the annual election of directors next succeeding his election and until
his successor shall have been elected and shall have qualified. If the annual
election of directors is not held on the date designated therefor, the
directors shall cause such election to be held as soon thereafter as
convenient.

Section
2.3 Vacancies and Newly Created Directorships. Vacancies and newly
created directorships resulting from any Increase in the authorized number of
directors may be filled by election at a meeting of stock holders or by the
written consent of the holders of a majority of the outstanding stock in lieu
of a meeting. Except as otherwise provided by law, vacancies and such newly
created directorships may also be filled by resolution of the Board of
Directors, adopted by a majority of the directors then in office, although less
than a quorum.

Section
2.4 Resignation. Any director may resign from his office at any time
either by oral tender of resignation at any meeting of the Board or by oral
tender to the Chairman of the Board, if any, or the President or by giving
written notice to the Secretary of the Corporation. Any such resignation shall
take effect at the time specified therein or, if the time be not specified,
upon receipt thereof, and the acceptance of such resignation, unless required
by the terms thereof, shall not be necessary to make such resignation
effective.

Section
2.5 Removal. Any or all of the directors may be removed at any time,
with or without cause, by the affirmative vote at a meeting of the holders of a
majority of the stock outstanding or by the written consent of the holders of a
majority of such stock.

6

---



Section
2.6 Meetings. Meetings of the Board, regular or special, may be held
at any place within or without the State of Delaware. An annual meeting of the
Board for the appointment of officers and the transaction of any other business
shall be held after each annual election of directors. If an annual meeting of
stockholders is held at which such election occurs, the annual meeting of the
Board shall be held at the same place and immediately following the holding of
such meeting of stockholders, and no notice thereof need be given. If an annual
election of directors occurs by written consent in lieu of the annual meeting
of stockholders, the annual meeting of the Board shall take place as soon after
such written consent is duly filed with the Corporation as is practicable,
either at the next regular meeting of the Board or at a special-meeting. The
Board may fix times and places for regular meetings of the Board and no notice
of such meetings need be given. A special meeting of the Board shall be held
whenever called by the Chairman of the Board, if any, or by the President or by
at least one third of the directors for the time being in office, at such time
and place as shall be specified in the notice or waiver thereof. Notice of each
special meeting shall be given by the Secretary or by a person calling the
meeting to each director by mailing the same, first class postage prepaid, not
later than the second day before the meeting, or personally or by telegraphing
or telephoning the same not later than the day before the meeting.

Section
2.7 Quorum and Voting. A majority of the whole Board shall
constitute a quorum for the transaction of business, but, if there be less than
a quorum at any meeting of the Board, a majority of the directors present may
adjourn the meeting from time to time, and no further notice thereof need be
given other than announcement at the meeting which shall be so adjourned.
Except as otherwise provided by law or by these By-Laws, the act at a meeting
at

7

---



which a quorum is present of the greater of either
three (3) directors or a majority of the directors present at such meeting
shall be the act of the Board of Directors.

Section
2.8 Written Consent of Directors in Lieu of a Meeting. Any action
required or permitted to be taken at any meeting of the Board of Directors or
of any committee thereof may be taken without a meeting, if all members of the
Board or of such committee, as the case may be, consent thereto in writing and
the writing or writings are filed with the minutes of proceedings of the Board
or committee.

Section
2.9 Compensation. Directors may receive compensation for services to
the Corporation in their capacities as directors or otherwise in such manner
and in such amounts as may be fixed from time to time by the Board.

Section
2.10 Contracts and Transactions Involving Directors. 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 authorizes the contract or transaction, or solely because his or their
votes are counted for such purpose, if: (1) the material facts as to
his 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 a vote sufficient for such
purpose without counting the vote or the interested director or directors;
or(2) the material facts as to his interest and as to the contract or
transaction are disclosed or are known to the shareholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the shareholders; or (3)

8

---



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 shareholders.
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 authorizes the
contract or transaction.

ARTICLE III

Committees of the Board

Section
3.1 Appointment and Powers. The Board of Directors may from time to
time, by resolution adopted by a majority of the whole Board, designate one or
more committees, each committee to consist of two or more directors of the
Corporation. Any such committee, to the extent provided in the resolution,
shall have and may exercise any of the powers of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers which may require it.
The Board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. Any such committee may adopt rules governing the method of
calling and time and place of holding its meetings. Unless otherwise provided
by the Board of Directors, a majority of any such committee shall constitute a
quorum for the transaction of business, and the act of a majority of the
members of such committee present at a meeting at which a quorum is present
shall be the act of such committee. Each such committee shall keep a record of
its acts and proceedings and shall report thereon to the Board of Directors
whenever requested so to do. Any or all members of any such committee may be
removed, with or without cause, by resolution of the Board of Directors,
adopted by a majority of the whole Board.

9

---



ARTICLE IV

Officers, Agents
and Employees

Section
4.1 Appointment and Qualification. The officers of the Corporation
shall be a President, a Secretary and a Treasurer, and may include a Chairman
of the Board, one or more Vice Presidents, one or more Assistant Secretaries
and one or more Assistant Treasurers, all of whom shall be appointed by the
Board of Directors. Any number of offices may be held by the same person, but
no officer shall execute, acknowledge or verify the instrument in more than one
capacity. Each of the officers shall serve until the annual meeting of the
Board of Directors next succeeding his appointment and until his successor
shall have been chosen and qualified. The Board may appoint, and may delegate
power to appoint, such other officers, agents and employees as it may deem
necessary or proper, who shall hold office for such period, have such authority
and perform such duties as may from time to time be prescribed by the Board.

Section
4.2 Removal of Officer, Agent or-Employee. Any officer, agent or
employee of the Corporation may be removed by the Board of Directors with or
without cause at any time, and the Board may delegate such power of removal as
to officers, agents and employees not appointed by the Board of Directors. Such
removal shall be without prejudice to such persons contract rights, if any,
but the appointment of any person as an officer, agent or employee of the
Corporation shall not of itself create contract rights.

Section
4.3 Compensation and Board. The compensation of the officers of the
Corporation shall be fixed by the Board of Directors, but this power may be
delegated to any officer in respect of other officers under his control. The
Corporation may secure the fidelity of any or all of its officers, agents or
employees by bond.

Section
4.4 Chairman of the Board. The Chairman of the Board, if there be
one, shall preside at all meetings of stockholders and of the Board of
Directors, and shall have such other powers and duties as may be delegated to
him by the Board of Directors.

10

---



Section
4.5 President. The President shall be the chief executive officer of
the Corporation. In the absence of the Chairman of the Board (or if there be
none), he shall preside at all meetings of the stockholders and of the Board of
Directors. He shall have general charge of the business and affairs of the
Corporation. He may employ and discharge employees and agents of the
Corporation, except such as shall be appointed by the Board, and he may
delegate these powers. The President may vote the stock or other securities of
any other domestic or foreign corporation of any type or kind which may at any
time be owned by the Corporation, may execute any stockholders or other
consents in respect thereof and may in his discretion delegate such powers by
executing proxies, or otherwise, on behalf of the Corporation. The Board of
Directors by resolution from time to time may confer like powers upon any other
person or persons.

Section
4.6 Vice Presidents. Each Vice President shall have such powers and
perform such duties as the Board of Directors or the President may from time to
time prescribe. In the absence of inability to act of the President, unless the
Board of Directors or the President may from time to time prescribe. In the
absence or inability to act of the President, unless the Board of Directors
shall otherwise provide, the Vice President who has served in that capacity for
the longest time and who shall be present and able to act, shall perform all
the duties and may exercise any of the powers of the President. The performance
of any duty by a Vice President shall, in respect of any other person dealing
with the Corporation, be conclusive evidence of his power to act.

Section
4.7 Treasurer. The Treasurer shall have charge of all funds and
securities of the Corporation, shall endorse the same for deposit or collection
when necessary and deposit the same to the credit of the Corporation in such
banks or depositaries as the Board of Directors may

11

---



authorize. He may endorse all commercial documents
requiring endorsements for or on behalf of the Corporation and may sign all
receipts and vouchers for payments made to the Corporation. He shall have all
such further powers and duties as generally are incident to the position of Treasurer
or as may be assigned to him by the President or the Board of Directors.

Section
4.8 Secretary. The Secretary shall record all proceedings of
meetings of the stockholders and directors in a book kept for that purpose and
shall file in such book all written consents of the stock holders or directors
to any action taken without a meeting. He shall attend to the giving and
serving of all notices of the Corporation. He shall have custody of the seal of
the Corporation and shall attest the same by his signature whenever required.
He shall have charge of the stock ledger and such other books and papers as the
Board of Directors may direct, but he may delegate responsibility for
maintaining the stock ledger to any transfer agent appointed by the Board. He
shall have all such further powers and duties as generally are incident to the
position of Secretary or as may be assigned to him by the President or the
Board of Directors.

Section
4.9 Assistant Treasurers. In the absence or inability to act of the
Treasurer, any Assistant Treasurer may perform all the duties and exercise all
the powers of the Treasurer. The performance of any such duty shall, in respect
of any other person dealing with the Corporation, be conclusive evidence of his
power to act. An Assistant Treasurer shall also perform such other duties as
the Treasurer or the Board of Directors may assign to him.

Section
4.10 Assistant Secretaries. In the absence or inability to act of
the Secretary, any Assistant Secretary may perform all the duties and exercise
all the powers of the Secretary. The performance of any such duty shall, in
respect of any other person dealing with the

12

---



Corporation, be conclusive
evidence of his power to act. An Assistant Secretary, shall also perform such
other duties as the Secretary or the Board of Directors may assign to him.

Section
4.11 Delegation of Duties. In case of the absence of any officer of
the Corporation, or for any other reason that the Board may deem sufficient,
the Board may confer for the time being the powers or duties, or any of them,
of such officer upon any other officer or upon any director.

Section
4.12 Loan to Officers and Employees; Guaranty of Obligations of Officers
and Employees. The Corporation may lend money to, or guarantee any
obligation of, or otherwise assist any officer or other employee of the
Corporation or any subsidiary, including any officer or employee who is a
director of the Corporation or any subsidiary, whenever, in the judgment of the
directors, such loan, guaranty or assistance may reasonably be expected to
benefit the Corporation. The loan, guaranty, or other assistance may be with or
without interest, and may be unsecured or secured in such manner as the Board
of Directors shall approve, including, without limitation, a pledge of shares
of stock of the Corporation.

ARTICLE V

Indemnification

Section
5.1 Indemnification of Directors, Officers, Employees and Agents.
Any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding whether civil,
criminal, administrative or investigative (including any 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 is or was a
director, officer, employee or agent of another Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise,
shall be indemnified by the Corporation, if, as and to the extent authorized by
the laws of the

13

---



State of Delaware against
expenses (including attorneys fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with the
defense or settlement of such action, suit or proceeding. The indemnification
expressly provided by statute in a specific case shall not be deemed exclusive
of any other rights to which any person indemnified may be entitled under any
lawful agreement, vote of stockholders or disinterested directors or otherwise
both as to action in his official capacity and as to action in another capacity
while holding such office, and shall 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.

Notwithstanding
the foregoing provisions, nothing herein shall protect or purport to protect
any officer, director or employee of the Corporation against any liability to
the Corporation or to its stockholders to which he would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office.

ARTICLE VI

Capital Stock

Section
6.1 Certificates. Certificates for stock of the Corporation shall be
in such form as shall be approved by the Board of Directors and shall be signed
in the name of the Corporation by the Chairman of the Board, if any, or the
President or a Vice President and by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer. Such certificates may be scaled with
the seal of the Corporation or a facsimile thereof, and shall contain such information
as is required by law to be stated thereon. If any stock certificate is
countersigned by a transfer agent or registrar other than the Corporation or
its employee, any other signature on the certificate may be a facsimile. In
case any officer, transfer agent or registrar who has signed

14

---



or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.

Section 6.2
Transfers of Stock. Transfers of stock shall be made only upon the books
of the Corporation by the holder, in person or by duly authorized attorney, and
on the surrender of the certificate or certificates for such stock properly
indorsed. The Board of Directors shall have the power to make all such rules
and regulations, not inconsistent with the Certificate of Incorporation and
these By-Laws, as the Board may deem appropriate concerning the issue, transfer
and registration of certificates for stock of the Corporation. The Board may
appoint one or more transfer agents or registrars of transfers, or both, and
may require all stock certificates to bear the signature of either or both.

Section
6.3 Lost, Stolen or Destroyed Certificates. The Corporation may issue
a new stock certificate in the place of any certificate theretofore issued by
it, alleged to have been lost, stolen or destroyed, and the Corporation may
require the owner of the lost, stolen or destroyed certificate or his legal
representative to give the Corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificates or the issuance of any such new
certificate. The Board may require such owner to satisfy other reasonable
requirements.

Section
6.4 Stockholder Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or

15

---



entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty nor less than ten days before
the date of such meeting, nor more than sixty days prior to any other action.
Only such stockholders as shall be stockholders of record on the date so fixed
shall be entitled to notice of, and to vote at, such meeting and any adjournment
there of, or to give such consent, or to receive payment of such dividend or
other distribution, or to exercise such rights in respect of any such change,
conversion or exchange of stock, or to participate in such action, as the case
may be, notwithstanding any transfer of any stock on the books of the
Corporation after any record date so fixed.

If
no record date is fixed by the Board of Directors, (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the
date on which notice is given, or, if notice is waived by all stockholders
entitled to vote at the meeting, at the close of business on the day next
preceding the day on which the meeting is held, (2) the record date for
determining stockholders entitled to express consent to corporate action in
writing without a meeting shall be at the close of business on the day next
preceding the effective date of such consent as provided in Section 1.9 of
these By-Laws, and (3) the record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board
of Directors adopts the resolution relating thereto.

A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting,
provided, however, that the Board of Directors may fix a new record date for
the adjourned meeting.

16

---



ARTICLE VII

Seal

Section
7.1 Seal. The seal of the Corporation shall be circular in form and
shall bear, in addition to any other emblem or device approved by the Board of
Directors, the name of the Corporation, the year of its incorporation and the
words Corporate Seal and Delaware. Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any other manner reproduced.

ARTICLE VIII

Waiver of Notice

Section
8.1 Waiver of Notice. Whenever notice is required to be given by
statute, or under any provision of the Certificate of Incorporation or these
By-Laws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice. In the case of a stockholder, such waiver of notice may be signed by
such.

ARTICLE IX

Amendments

Section
9.1 Amendments. These By-Laws, or any of them, may be altered or
repealed and new By-Laws may be adopted by the affirmative vote at a meeting of
the holders of a majority of the stock outstanding or by the written consent of
the holders of a majority of such stock. The Board of Directors shall also have
power by a majority vote of the whole Board, to alter or repeal any of these
By-Laws and to adopt new By-Laws.

17

---