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                                                                     EXHIBIT 3.2







                            SENSYS TECHNOLOGIES INC.

                            (a Delaware Corporation)






                              AMENDED AND RESTATED
                                     BYLAWS




                         (as adopted on August 5, 1998)


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                            SENSYS TECHNOLOGIES INC.

                              AMENDED AND RESTATED
                                     BYLAWS

                             ARTICLE 1: STOCKHOLDERS

       SECTION 1.1. ANNUAL MEETING. There shall be an annual meeting of the
stockholders of Sensys Technologies Inc. (the "Corporation") no later than the
last day of February of each year at 10:00 a.m. local time, or at such other
date or time as shall be designated from time to time by the board of directors
of the Corporation (the "Board of Directors") and stated in the notice of the
meeting, for the election of directors and for the transaction of such other
business as may come before the meeting.

       SECTION 1.2. SPECIAL MEETINGS. A special meeting of the stockholders of
the Corporation may be called at any time by the written resolution or other
request of a majority of the members of the Board of Directors. Such written
resolution or request shall specify the purpose or purposes for which such
meeting shall be called.

       SECTION 1.3. NOTICE OF MEETINGS. Written notice of each meeting of
stockholders, whether annual or special, stating the date, hour and place
thereof, shall be served either personally or by mail, not less than ten nor
more than sixty days before the meeting, upon each stockholder of record
entitled to vote at such meeting and upon any other stockholder to whom the
giving of notice of such a meeting may be required by law. Notice of a special
meeting shall also state the purpose or purposes for which the meeting is called
and shall indicate that such notice is being issued by or at the direction of
the Board of Directors. If, at any meeting, action is proposed to be taken that
would, if taken, entitle stockholders to receive payment for their stock
pursuant to the General Corporation Law of the State of Delaware, the notice of
such meeting shall include a statement of that purpose and to that effect. If
mailed, notice shall be deemed to be delivered when deposited in the United
States mail or with any private express mail service, postage or delivery fee
prepaid, and shall be directed to each such stockholder at its address as it
appears on the records of the Corporation, unless such stockholder shall have
previously filed with the secretary of the Corporation a written request that
notices intended for such stockholder be mailed to some other address, in which
case, it shall be mailed to the address designated in such request.

       SECTION 1.4. PLACE OF MEETING. The Board of Directors may designate any
place, either in the State of Delaware or outside the State of Delaware, as the
place a stockholder meeting shall be held for any annual meeting or any special
meeting called by the Board of Directors. If no designation is made, the place
of such meeting shall be the principal office of the Corporation.


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Bylaws of Sensys Technologies Inc.
(as adopted on August 5, 1998)
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       SECTION 1.5. FIXING DATE OF RECORD. 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, the Board of Directors may fix a record
date which: (a) shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and (b) shall not be less than
ten nor more than sixty days before the date of such meeting. If no record date
is fixed by the Board of Directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given, or
if notice is waived, at the close of business on the day next preceding the day
on which the meeting is held. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of such meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

       In order that the Corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or the stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date which: (a) shall not precede the
date upon which the resolution fixing the record date is adopted, and (b) shall
be not more than sixty days prior to such action. If no record date is fixed by
the Board of Directors, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

       SECTION 1.6. INSPECTORS. At each meeting of the stockholders, the polls
shall be opened and closed, the proxies and ballots shall be received and be
taken in charge, and all questions touching the qualification of voters, the
validity of proxies and the acceptance or rejection of votes shall be decided by
one or more inspectors. Such inspectors shall be appointed by the Board of
Directors before or at such meeting or, if no such appointment shall have been
made, then by the presiding corporate officer at the meeting. If, for any
reason, any of the inspectors previously appointed shall fail to attend the
meeting or shall refuse or be unable to serve, inspectors in place of any
inspectors so failing to attend or refusing or being unable to serve shall be
appointed in like manner.

       SECTION 1.7. QUORUM. At any meeting of the stockholders, the holders of
one-third of the outstanding shares of each class and series, if any, of the
capital stock of the Corporation present in person or represented by proxy,
shall constitute a quorum of the stockholders for all purposes, unless the
representation of a larger number shall be required by law, in which case, the
representation of the number so required shall constitute a quorum.

       If the holders of the amount of stock necessary to constitute a quorum
shall fail to attend in person or by proxy at the time and place fixed in
accordance with these Bylaws for an annual or special meeting, a majority in
interest of the stockholders present in person or by proxy may


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Bylaws of Sensys Technologies Inc.
(as adopted on August 5, 1998)
Page 4


adjourn, from time to time, without notice other than by announcement at the
meeting, until the requisite holders of the amount of stock necessary to
constitute a quorum shall attend. At any such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally notified.

       SECTION 1.8. BUSINESS. The chairman, if any, of the Board of Directors,
or, in his absence the vice-chairman, if any, of the Board of Directors or the
president of the Corporation or an executive vice-president of the Corporation,
in the order named, shall call meetings of the stockholders to order and shall
act as the chairman of such meeting. The secretary of the Corporation shall act
as secretary at all meetings of the stockholders, but in the absence of the
secretary at any meeting of the stockholders, the presiding corporate officer
may appoint any person to act as the secretary of the meeting.

       SECTION 1.9. STOCKHOLDER PROPOSALS. No proposal by a stockholder shall be
presented for vote at an annual meeting of stockholders unless such stockholder
shall, not later than the close of business on the last business day of the
month of October, provide the Board of Directors or the secretary of the
Corporation with written notice of its intention to present a proposal for
action at the forthcoming meeting of stockholders. No proposal by a stockholder
shall be presented for vote at a special meeting of stockholders unless such
stockholder shall, not later than the close of business on the tenth calendar
day following the date on which notice of such meeting is first given to
stockholders, provide the Board of Directors or the secretary of the Corporation
with written notice of its intention to present a proposal for action at the
forthcoming special meeting of stockholders. Any such notice shall be given by
personal delivery or shall be sent via first class certified mail, return
receipt requested, postage prepaid and shall include the name and address of
such stockholder, the number of voting securities that such stockholder holds of
record and a statement that such stockholder holds beneficially (or if such
stockholder of record does not own such shares beneficially, including the
executed consent and authorization of the beneficial stockholder), the text of
the proposal to be presented for vote at the meeting and a statement in support
of the proposal. No new business proposed by a stockholder, shall be acted upon
at such annual or special meeting unless stated and filed as herein provided.

       Notwithstanding any other provision of these Bylaws, the Corporation
shall be under no obligation to include any stockholder proposal in its proxy
statement materials or otherwise present any such proposal to stockholders at a
special or annual meeting of stockholders if the Board of Directors reasonably
believes the proponents thereof have not complied with Sections 13 or 14 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder; nor shall the Corporation be required to include any stockholder
proposal not required to be included in its proxy materials to stockholders in
accordance with any such section, rule or regulation.

       SECTION 1.10. VOTING; PROXIES. At all meetings of stockholders, a
stockholder entitled to


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Bylaws of Sensys Technologies Inc.
(as adopted on August 5, 1998)
Page 5


vote may vote either in person or by proxy executed in writing by the
stockholder or by his duly authorized attorney-in-fact. Such proxy shall be
filed with the secretary of the Corporation at or before the meeting. No proxy
shall be valid after eleven months from the date of its execution, unless
otherwise provided in the proxy.

       SECTION 1.11. VOTING BY BALLOT. The votes for directors, and upon the
demand of any stockholder or when required by law, the votes upon any question
before the meeting, shall be by ballot.

       SECTION 1.12. VOTING LISTS. The corporate 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 of stock registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to such meeting, during ordinary business hours for a
period of at least ten days prior to the meeting, either at a place within the
city in which such 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 such 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.

       SECTION 1.13. VOTING OF STOCK OF CERTAIN HOLDERS. Shares of capital stock
of the Corporation standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent or proxy as the bylaws of such
corporation may prescribe, or in the absence of such provision, as the board of
directors of such corporation may determine.

       Shares of capital stock of the Corporation standing in the name of a
deceased person, a minor ward or an incompetent person may be voted by such
person's administrator, executor, court-appointed guardian or conservator,
either in person or by proxy, without a transfer of such stock into the name of
such administrator, executor, court-appointed guardian or conservator. Shares of
capital stock of the Corporation standing in the name of a trustee may be voted
by such trustee, either in person or by proxy.

       Shares of capital stock of the Corporation standing in the name of a
receiver may be voted by such receiver, either in person or by proxy, and stock
held by or under the control of a receiver may be voted by such receiver without
the transfer thereof into his name if authority to do so is contained in any
appropriate order of the court by which such receiver was appointed.

       A stockholder whose stock is pledged shall be entitled to vote such
stock, either in person or by proxy, until the stock has been transferred into
the name of the pledgee; thereafter, the pledgee shall be entitled to vote,
either in person or by proxy, the stock so transferred.


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Bylaws of Sensys Technologies Inc.
(as adopted on August 5, 1998)
Page 6


       Shares of its own capital stock belonging to the Corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares of capital stock at any given
time; however, shares of the Corporation's own capital stock held by it in a
fiduciary capacity may be voted and shall be counted in determining the total
number of shares of outstanding capital stock at any given time.

                          ARTICLE 2: BOARD OF DIRECTORS

       SECTION 2.1. NUMBER AND TERM OF OFFICE. The business and the property of
the Corporation shall be managed and controlled by the Board of Directors. The
Board of Directors shall consist of no fewer than three directors and no more
than ten directors. Within the limits above specified, the number of directors
shall be determined by the Board of Directors pursuant to a resolution adopted
by a majority of the directors then in office. Except as provided herein in
these bylaws, directors shall be elected at the annual meeting of stockholders
and each director shall serve for one year and until his or her successor shall
be elected and quality. Directors need not be stockholders.

       SECTION 2.2. REMOVAL. Any director, any class of directors or the entire
Board of Directors may be removed from office by stockholder vote at any time
without regard to reason therefore, but only if the holders of not less than
sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of each
class and series, if any, of the capital stock of the Corporation entitled to
vote upon election of directors shall vote in favor of such removal.

       SECTION 2.3. VACANCIES. Vacancies in the Board of Directors, including
vacancies resulting from an increase in the number of directors, shall be filled
only by the affirmative vote a majority of the remaining directors then in
office, although the same may represent less than a quorum; except that
vacancies resulting from removal from office by a vote of the stockholders may
be filled by the stockholders at the same meeting at which such removal occurs;
provided, however, that the holders of not less than sixty-six and two-thirds
percent (66 2/3%) of the outstanding shares of each class and series, if any, of
the capital stock of the Corporation entitled to vote upon the election of
directors shall vote for each replacement director. All directors elected to
fill vacancies shall hold office for a term expiring at the time at which the
term of the class to which they have been elected expires. No decrease in the
number of directors constituting the Board of Directors shall shorten the term
of an incumbent director. If there are no directors in office, then an election
of directors may be held in the manner provided by statute. If, at any time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the Board of Directors (as
constituted immediately prior to any applicable increase), the Court of Chancery
may, upon application of any stockholder or stockholders holding at least ten
percent of the total number of the shares of capital stock at the time
outstanding, taken together as a class, having the right to vote for such
directors, summarily order an election to be held to fill any such vacancies or
newly created directorships,

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Bylaws of Sensys Technologies Inc.
(as adopted on August 5, 1998)
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or to replace the directors chosen by the directors then in office.

       SECTION 2.4. PLACE OF MEETINGS, ETC. The Board of Directors may hold its
meetings, and may have an office and keep the books of the Corporation (except
as otherwise may be provided by law), in such place or places in the State of
Delaware or outside of the State of Delaware, as the Board of Directors may
determine from time to time. Any director may participate telephonically in any
meeting of the Board of Directors in accordance with Section 2.14 and such
participation shall be considered to be the same as his physical presence
thereat.

       SECTION 2.5. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held on the day of the annual meeting of stockholders after the
adjournment thereof and at such other times and places as the Board of Directors
may fix. No notice shall be required for any such regular meeting of the Board
of Directors.

       SECTION 2.6. SPECIAL MEETINGS. Special meetings of the Board of Directors
shall be held whenever called by direction of the chairman of the Board of
Directors, the Vice-Chairman of the Board of Directors, the president of the
Corporation, an executive vice-president of the Corporation or of the directors
then in office. The secretary of the Corporation shall give notice of each
special meeting, stating the date, hour and place thereof, by delivering the
same personally or by mail, at least five days before such meeting, to each
director; however, such notice may be waived by any director. If mailed, notice
shall be deemed to be delivered when deposited in the United States mail or with
any private express document delivery service, postage or delivery fee prepaid.
Unless otherwise indicated in the notice thereof, any and all business may be
transacted at a special meeting. At any meeting at which every director shall be
present, even though without any notice, any business may be transacted.

       SECTION 2.7. QUORUM; ACTIONS BY BOARD. A majority of the total number of
directors then in office shall constitute a quorum for the transaction of
business; however, if at any meeting of the Board of Directors there be less
than a quorum present, a majority of those present may adjourn the meeting from
time to time. At any meeting of the Board of Directors at which a quorum is
present, action may be taken by the affirmative vote of at least a majority of
the members of the Board of Directors in attendance at such meeting, unless
otherwise set forth herein.

       SECTION 2.8. BUSINESS. Business shall be transacted at meetings of the
Board of Directors in such order as the Board of Directors may determine. At all
meetings of the Board of Directors, the chairman, if any, of the Board of
Directors, or in his absence the vice-chairman, if any, of the Board of
Directors, the president of the Corporation, or an executive vice-president of
the Corporation, in the order named, shall preside.


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Bylaws of Sensys Technologies Inc.
(as adopted on August 5, 1998)
Page 8


       SECTION 2.9. CONTRACTS. 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 the Corporation's directors or officers
have a financial interest or are directors or officers, shall be void or
voidable solely for this reason or solely because such director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes such contract or transaction, or solely because his or
their votes are counted for such purpose, if:

       (a)    The material facts relating to such officer's or director's
relationship or interest and relating to the contract or transaction are
disclosed or are known to the Board of Directors or committee thereof, and the
Board of Directors or committee thereof in good faith authorizes the contract or
transaction by the affirmative vote of a majority of the disinterested
directors, although the disinterested directors may represent less than a
quorum; or

       (b)    The material facts relating to such officer's or director's
relationship or interest and relating 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 with respect to the
Corporation as of the time it is authorized, approved or ratified by the Board
of Directors, a committee thereof or the stockholders.

       For purposes of the foregoing provisions, interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee thereof which authorizes such a contract or
transaction.

       SECTION 2.10. COMPENSATION OF DIRECTORS. Each director of the Corporation
who is not a salaried officer or employee of the Corporation or of a subsidiary
of the Corporation shall receive such allowances for serving as a director and
such fees for attendance at meetings of the Board of Directors, the executive
committee or any other committee appointed by the Board of Directors as the
Board of Directors may from time to time determine.

       SECTION 2.11. ELECTION OF OFFICERS AND COMMITTEES. At the first regular
meeting of the Board of Directors in each year (at which a quorum shall be
present) held next after the annual meeting of stockholders, the Board of
Directors shall elect the principal officers of the Corporation and members of
the executive committee, if any, to be elected by the Board of Directors under
the provisions of Article 3 and Article 4 of these Bylaws. The Board of
Directors may designate such other committees with such power and authority (to
the extent permitted by law, the Corporation's Certificate of Incorporation, as
in effect, and these Bylaws), as may be provided by resolution of the Board of
Directors.


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Bylaws of Sensys Technologies Inc.
(as adopted on August 5, 1998)
Page 9


       SECTION 2.12. NOMINATION. Subject to the rights of holders of any class
or series of stock having a preference over the common stock of the Corporation
as to dividends or upon liquidation, nominations for the election of directors
may be made by the Board of Directors or by any stockholder entitled to vote in
the election of directors generally. However, any stockholder entitled to vote
in the election of directors generally may nominate one or more persons for
election as directors at a meeting only if written notice of such stockholder's
intention to make such nomination or nominations has been given, either by
personal delivery or by United States first class certified mail, postage
prepaid, return receipt requested and to the secretary of the Corporation not
later than: (a) with respect to an election to be held at an annual meeting of
stockholders, the close of business on the last day of the month of October, and
(b) with respect to an election to be held at a special meeting of stockholders
for the election of directors, the close of business on the tenth day following
the date on which notice of such meeting is first given to stockholders. Each
such notice shall set forth: (i) the name and address of the stockholder who
intends to make the nomination and of the person or persons to be nominated;
(ii) a representation that the stockholder is a holder of record of capital
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (iii) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (iv) such other information regarding each such nominee
as would be required to be included in a proxy statement filed pursuant to the
proxy rules of the Securities and Exchange Commission had the nominee been
nominated, or intended to be nominated by the Board of Directors; and (v) the
consent of each such nominee to serve as a director of the Corporation if so
elected. The presiding corporate officer at the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure.

       SECTION 2.13. ACTION BY WRITTEN CONSENT. 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 of Directors
or such committee, as the case may be, consent thereto in writing and such
writing is filed with the minutes of the proceedings of the Board of Directors
or the committee.

       SECTION 2.14. PARTICIPATION BY CONFERENCE TELEPHONE. Members of the Board
of Directors or any committee thereof may participate in a regular or special
meeting of the Board of Directors or committee thereof by means of conference
telephone or similar communications equipment by means of which all persons
participating in such meeting can hear one another and such participation shall
constitute presence in person at such meeting.

                         ARTICLE 3: EXECUTIVE COMMITTEE


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Bylaws of Sensys Technologies Inc.
(as adopted on August 5, 1998)
Page 10


       SECTION 3.1. NUMBER AND TERM OF OFFICE. The Board of Directors may, by
resolution adopted by the affirmative vote of a majority of the members of the
Board of Directors, create an executive committee and elect the members thereof
from among the directors then in office. The executive committee shall consist
of such number of members as may be fixed from time to time by resolution of the
Board of Directors in accordance with and as permitted by applicable law. The
Board of Directors by resolution shall appoint those directors who shall serve
as members of the executive committee. Unless otherwise ordered by the Board of
Directors, each elected member of the executive committee shall continue to be a
member thereof until the expiration of his term of service as a director.

       SECTION 3.2. POWERS. The executive committee may, while the Board of
Directors is not in session, exercise all or any of the powers of the Board of
Directors in all cases in which specific directions shall not have been given by
the Board of Directors; provided, however, that the executive committee shall
not have the power or authority of the Board of Directors with respect to
amending the Corporation's Certificate of Incorporation, adopting an agreement
of merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, amending the Bylaws, declaring a dividend,
authorizing the issuance of stock or adopting a certificate of ownership and
merger.

       SECTION 3.3. MEETINGS. Regular meetings of the executive committee may be
held without notice at such times and places as the executive committee may fix
from time to time by resolution. Special meetings of the executive committee may
be called by any member thereof upon delivery of not less than five days notice,
given in person, by mail, by telegraph or by facsimile (if allowed by law),
stating the place, date and hour of the meeting, but such notice may be waived
by any member of the executive committee. If mailed, notice shall be deemed to
be delivered when deposited in the United States mail or with any private
express mail service, postage or delivery fee prepaid. Unless otherwise
indicated in the notice thereof, any and all business may be transacted at a
special meeting. At any meeting at which every member of the executive committee
shall be present, in person or by telephone, even though without any notice, any
business may be transacted.

       SECTION 3.4. PRESIDING OFFICER. At all meetings of the executive
committee the chairman of the executive committee, who shall be designated by
the Board of Directors from among the members of the committee, shall preside,
and the Board of Directors shall designate a member of such committee to preside
in the absence of the chairman thereof. The Board of Directors may also
similarly elect from its members one or more alternate members of the executive
committee to serve at the meetings of such committee in the absence or
disqualification of any regular member or members, and, in case more than one
alternate is elected, shall designate at the time of election the priorities as
between them.


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(as adopted on August 5, 1998)
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       SECTION 3.5. VACANCIES. The Board of Directors, by the affirmative vote
of a majority of the members of the Board of Directors then in office, shall
fill vacancies in the executive committee by election from the directors.

       SECTION 3.6. RULES OF PROCEDURE; QUORUM. All action by the executive
committee shall be reported to the Board of Directors at the next succeeding
meeting of the Board of Directors after such action has been taken and shall be
subject to revision or alteration by the Board of Directors; provided, however,
that no rights or acts of third parties shall be affected by any such revision
or alteration. The executive committee shall fix its own rules of procedure, and
shall meet where and as provided by such rules or by resolution of the Board of
Directors, but in every case the presence of a majority of the total number of
members of the executive committee shall be necessary to constitute a quorum. In
every case, the affirmative vote of a majority of all of the members of the
executive committee present at the meeting shall be necessary for the adoption
of any resolution.

                               ARTICLE 4: OFFICERS

       SECTION 4.1. NUMBER AND TERM OF OFFICE. The officers of the Corporation
shall be a president, a chief executive officer, one or more executive
vice-presidents, a secretary, a treasurer, and such other officers as may be
elected or appointed from time to time by the Board of Directors, including such
additional vice-presidents with such designations, if any, as may be determined
by the Board of Directors and such assistant secretaries and assistant
treasurers as may be determined by the Board of Directors. In addition, the
Board of Directors may elect a chairman thereof and may also elect a
vice-chairman as officers of the Corporation (each of whom shall be a director).
Any two or more offices may be held by the same person, except that the offices
of president and secretary, and president and executive vice-president or vice
president, may not be held by the same person. In its discretion, the Board of
Directors may leave unfilled any office except those of president, treasurer and
secretary.

       The officers of the Corporation shall be elected or appointed annually by
the Board of Directors at the first meeting of the Board of Directors held after
each annual meeting of stockholders. Each officer shall hold office until his or
her successor shall have been duly elected or appointed, until his or her death
or until he or she shall resign or shall have been removed by the Board of
Directors.

       SECTION 4.2. VACANCIES. Vacancies or new offices may be filled at any
time by the affirmative vote of a majority of the members of the Board of
Directors.

       Each of the salaried officers of the Corporation shall devote his entire
time, skill and energy to the business of the Corporation, unless the contrary
is expressly consented to by the


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Bylaws of Sensys Technologies Inc.
(as adopted on August 5, 1998)
Page 12


Board of Directors or the executive committee, if any.

       SECTION 4.3. REMOVAL. Any officer may be removed by the Board of
Directors whenever, in its judgment, the best interests of the Corporation would
be served thereby.

       SECTION 4.4. THE CHAIRMAN OF THE BOARD OF DIRECTORS. The chairman, if
any, of the Board of Directors shall preside at all meetings of stockholders and
of the Board of Directors and shall have such other authority and perform such
other duties as are prescribed by law, by these Bylaws and by the Board of
Directors. The Chairman may sign, with the secretary of the Corporation or an
authorized assistant secretary, certificates for stock of the Corporation. The
Board of Directors may designate the chairman thereof as chief executive
officer, in which case he shall have such authority and perform such duties as
are prescribed by these Bylaws and the Board of Directors for the chief
executive officer.

       SECTION 4.5. THE VICE-CHAIRMAN OF THE BOARD OF DIRECTORS. The
vice-chairman, if any, of the Board of Directors shall have such authority and
perform such other duties as are prescribed by these Bylaws and by the Board of
Directors. In the absence or inability to act of the chairman of the Board of
Directors, the vice-chairman shall preside at the meetings of the stockholders
and of the Board of Directors and shall have and exercise all of the powers and
duties of the chairman of the Board of Directors. The Vice-Chairman may sign,
with the secretary of the Corporation or an authorized assistant secretary,
certificates for stock of the Corporation. The Board of Directors may designate
the vice-chairman as chief executive officer, in which case he shall have such
authority and perform such duties as are prescribed by these Bylaws and the
Board of Directors for the chief executive officer.

       SECTION 4.6. THE PRESIDENT. The president of the Corporation shall have
such authority and perform such duties as are prescribed by law, by these
Bylaws, by the Board of Directors and by the chief executive officer (if the
president is not the chief executive officer). If there is no chairman or
vice-chairman, of the Board of Directors, or in the chairman's or
vice-chairman's absence or the chairman's or vice-chairman's inability to act as
the chairman of the Board of Directors, the president shall preside at all
meetings of stockholders and of the Board of Directors. The president my sign,
with the secretary of the Corporation or an authorized assistant secretary,
certificates for stock of the Corporation. Unless the Board of Directors
designates the chairman of the Board of Directors or the vice-chairman as chief
executive officer, the president shall be the chief executive officer, in which
case he shall have such authority and perform such duties as are prescribed by
these Bylaws and the Board of Directors for the chief executive officer.

       SECTION 4.7. THE CHIEF EXECUTIVE OFFICER. Unless the Board of Directors
designates the chairman of the Board of Directors or the vice-chairman as chief
executive officer, the president shall be the chief executive officer of the
Corporation. Subject to the supervision and direction


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of the Board of Directors, the chief executive officer of the Corporation shall
have general supervision of the business, property and affairs of the
Corporation, including the power to appoint and discharge agents and employees,
and the powers vested in him or her by the Board of Directors, by law or by
these Bylaws or which usually attach or pertain to such office.

       SECTION 4.8. THE EXECUTIVE VICE-PRESIDENTS. In the absence of the
chairman of the Board of Directors, if any, the president of the Corporation,
and in the event of the inability or refusal of the president of the Corporation
to act, the vice-chairman, if any, of the Board of Directors, or in the event of
the inability or refusal of either of them to act, the executive vice-president
of the Corporation (or in the event there is more than one executive
vice-president of the Corporation, the executive vice-presidents thereof in the
order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the chairman of the Board of
Directors, of the president of the Corporation and of the vice-chairman of the
Board of Directors, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the chairman of the Board of Directors, the
president of the Corporation and the vice-chairman of the Corporation. Any
executive vice-president of the Corporation may sign, with the secretary of the
Corporation or an authorized assistant secretary, certificates for stock of the
Corporation and shall perform such other duties as from time to time may be
assigned to him or her by the chairman of the Board of Directors, the president
of the Corporation, the vice-chairman of the Board of Directors, the Board of
Directors or these Bylaws.

       SECTION 4.9. THE VICE-PRESIDENTS. The vice-presidents of the Corporation,
if any, shall perform such duties as may be assigned to them from time to time
by the chairman of the Board of Directors, the president, the vice-chairman, the
Board of Directors, or these Bylaws.

       SECTION 4.10. THE TREASURER. Subject to the direction of the chief
executive officer of the Corporation and the Board of Directors, the treasurer
of the Corporation shall: (a) have charge and custody of all the funds and
securities of the Corporation; (b) when necessary or proper, endorse for
collection or cause to be endorsed on behalf of the Corporation, checks, notes
and other obligations, and cause the deposit of the same to the credit of the
Corporation in such bank or banks or depository as the Board of Directors may
designate or as the Board of Directors by resolution may authorize; (c) sign all
receipts and vouchers for payments made to the Corporation other than routine
receipts and vouchers, the signing of which he or she may delegate; (d) sign all
checks made by the Corporation (provided, however, that the Board of Directors
may authorize and prescribe by resolution the manner in which checks drawn on
banks or depositories shall be signed, including the use of facsimile
signatures, and the manner in which officers, agents or employees shall be
authorized to sign); (e) unless otherwise provided by resolution of the Board of
Directors, sign with an officer-director all bills of exchange and promissory
notes of the Corporation; (f) if authorized by the Board of Directors, sign with
the president or an executive vice-president all certificates representing
shares of the capital stock; (g) whenever required by the Board of Directors,
render a statement of his or her cash account;


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(h) enter regularly full and accurate account of the Corporation in books of the
Corporation to be kept by the treasurer for that purpose; (i) exhibit, at all
reasonable times, his or her books and accounts to any director of the
Corporation upon application at the treasurer's office during regular business
hours; and (j) perform all acts incident to the position of treasurer. If
required by the Board of Directors, the treasurer of the Corporation shall give
a bond for the faithful discharge of his or her duties in such sum as the Board
of Directors may require.

       SECTION 4.11. THE SECRETARY. The secretary of the Corporation shall: (a)
keep the minutes of all meetings of the Board of Directors, the minutes of all
meetings of the stockholders and (unless otherwise directed by the Board of
Directors) the minutes of all committees, in books provided for that purpose;
(b) attend to the giving and serving of all notices of the Corporation; (c) sign
with an officer or director or any other duly authorized person, in the name of
the Corporation, all contracts authorized by the Board of Directors or by the
executive committee, and, when so ordered by the Board of Directors or the
executive committee, affix the seal of the Corporation thereto; (d) have charge
of the certificate books, transfer books and stock ledgers, and such other books
and papers as the Board of Directors or the executive committee may direct, all
of which shall, at all reasonable times, be open to the examination of any
director, upon application at the secretary's office during regular business
hours; and (e) in general, perform all of the duties incident to the office of
the secretary, subject to the control of the chief executive officer and the
Board of Directors.

       SECTION 4.12. THE ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The
assistant treasurers of the Corporation shall respectively, if required by the
Board of Directors, give bonds for the faithful discharge of their duties in
such sums and with such sureties as the Board of Directors may determine. The
assistant secretaries of the Corporation as thereunto authorized by the Board of
Directors may sign with the chairman of the Board of Directors, the president of
the Corporation, the vice-chairman of the Board of Directors or an executive
vice-president of the Corporation, certificates for stock of the Corporation,
the issue of which shall have been authorized by a resolution of the Board of
Directors. The assistant treasurers and assistant secretaries, in general, shall
perform such duties as shall be assigned to them by the treasurer or the
secretary, respectively, or chief executive officer, the Board of Directors, or
these Bylaws.

       SECTION 4.13. SALARIES. The salaries of the officers shall be fixed from
time to time by the Board of Directors and 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.

       SECTION 4.14. VOTING UPON STOCKS. Unless otherwise ordered by the Board
of Directors or by the executive committee, any officer-director or any person
or persons appointed in writing by any of them, shall have full power and
authority on behalf of the Corporation to attend, to act and to vote at any
meetings of stockholders of any Corporation in which the Corporation may hold
stock, and at any such meeting shall possess and may exercise any and all the
rights and


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Bylaws of Sensys Technologies Inc.
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Page 15


powers incident to the ownership of such stock, and which, as the owner thereof,
the Corporation might have possessed and exercised if present. The Board of
Directors may confer like powers upon any other person or persons.

                         ARTICLE 5: CONTRACTS AND LOANS

       SECTION 5.1. CONTRACTS. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.

       SECTION 5.2. LOANS. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.

              ARTICLE 6: CERTIFICATES FOR STOCK AND THEIR TRANSFER

       SECTION 6.1. CERTIFICATES FOR STOCK. Certificates representing shares of
capital stock of the Corporation shall be in such form as may be determined by
the Board of Directors. Such certificates shall be signed by the chairman of the
Board of Directors, the president of the Corporation, the vice-chairman of the
Board of Directors or an executive vice-president of the Corporation and by the
secretary or an authorized assistant secretary and shall be sealed with the seal
of the Corporation. The seal may be a facsimile. If a stock certificate is
countersigned: (i) by a transfer agent other than the Corporation or its
employee, or (ii) by a registrar other than the Corporation or its employee, any
other signature on the certificate may be a facsimile. In the event that any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent, or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue. All certificates for capital stock
shall be consecutively numbered or otherwise identified. The name of the person
to whom the shares of capital stock represented thereby are issued, with the
number of shares of capital stock and date of issue, shall be entered on the
books of the Corporation. All certificates surrendered to the Corporation for
transfer shall be canceled and no new certificates shall be issued until the
former certificate for a like number of shares of capital stock shall have been
surrendered and canceled, except that, in the event of a lost, destroyed or
mutilated certificate, a new one may be issued therefor upon such terms and
indemnity to the Corporation as the Board of Directors may prescribe.

       SECTION 6.2. TRANSFERS OF STOCK. Transfers of capital stock of the
Corporation shall be made only on the books of the Corporation by the holder of
record thereof or by his legal representative, who shall furnish proper evidence
of authority to transfer, or by his attorney


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Bylaws of Sensys Technologies Inc.
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Page 16


thereunto authorized by power of attorney duly executed and filed with the
secretary of the Corporation, and on surrender for cancellation of the
certificate for such capital stock. The person in whose name capital stock
stands on the books of the Corporation shall be deemed to be the owner thereof
for all purposes as regards the Corporation.

                             ARTICLE 7: FISCAL YEAR

       SECTION 7.1. FISCAL YEAR. The fiscal year of the Corporation shall begin
on the first day of October in each year and end on the last day of September in
each year.

                                 ARTICLE 8: SEAL

       SECTION 8.1. SEAL. The Board of Directors shall approve a corporate seal
which shall be in the form of a circle and shall have inscribed thereon the name
of the Corporation.

                           ARTICLE 9: WAIVER OF NOTICE

       SECTION 9.1. WAIVER OF NOTICE. Whenever any notice is required to be
given under the provisions of these Bylaws or under the provisions of the
Certificate of Incorporation or under the provisions of the General Corporation
Law of the State of Delaware, waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice. Attendance of
any person at a meeting for which any notice is required to be given under the
provisions of these Bylaws, the Certificate of Incorporation or the General
Corporation Law of the State of Delaware shall constitute a waiver of notice of
such meeting except when the person attends for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any businesses
because the meeting is not lawfully called or convened.

                             ARTICLE 10: AMENDMENTS

       SECTION 10.1. AMENDMENTS. These Bylaws may be altered, amended or
repealed and new Bylaws may be adopted at any meeting of the Board of Directors
by the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%)
of the members of the Board of Directors.

              ARTICLE 11: INDEMNIFICATION AND ADVANCEMENT OF COSTS

       SECTION 11.1. INDEMNIFICATION AND ADVANCEMENT OF COSTS. The Corporation
shall indemnify its officers, directors, employees and agents to the fullest
extent permitted by the Certificate of Incorporation consistent with General
Corporation Law of the State of Delaware, as amended from time to time; and the
Corporation may advance costs incurred by officers,


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Bylaws of Sensys Technologies Inc.
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Page 17


directors, employees and agents of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise, in their defenses of any
civil, criminal, administrative or investigative action or proceeding asserted
against one or more of them by reason of the fact of his, her, or their serving
or having served in such capacity or capacities at the request of the
Corporation and in advance of a final disposition of such action, suit or
proceeding to the fullest extent permitted by the Certificate of Incorporation
consistent with the General Corporation Law of the State of Delaware, as amended
from time to time, provided that the terms and conditions of such advancement of
costs is approved by the Board of Directors. Nothing herein is intended to limit
the Corporation's authority to indemnify its officers, directors, employees and
agents or to advance funds in connection therewith, under the General
Corporation Law of the State of Delaware, as amended from time to time.