<PAGE>













                                  ITEM 13. (a)
                                  Exhibit (i)


                               SENSYTECH, INC.

                           (a Delaware Corporation)






                             AMENDED AND RESTATED
                                    BYLAWS


                      (as adopted on February 14, 2001)




<PAGE>



                               SENSYTECH, INC.

                             AMENDED AND RESTATED
                                    BYLAWS

                           ARTICLE 1:  STOCKHOLDERS

        SECTION 1.1. ANNUAL MEETING. There shall be an annual meeting of the
stockholders of Sensytech, 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 Board of Directors, the
Chief Executive Officer or by the written request of a majority of the members
of the Board of Directors. Any call for a special meeting of the stockholders
shall specify the purpose or purposes for which the meeting is being 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 document delivery 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 or
such other address as the stockholder shall designate in writing.

        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.

        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


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Bylaws of Sensytech, Inc.
(as adopted on February 14, 2001)
Page 2


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 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




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Bylaws of Sensytech, Inc.
(as adopted on February 14, 2001)
Page 3



Directors or the president of the Corporation or a 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 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.


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Bylaws of Sensytech, Inc.
(as adopted on February 14, 2001)
Page 4

        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.

        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


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Bylaws of Sensytech, Inc.
(as adopted on February 14, 2001)
Page 5




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 of the next annual meeting of stockholders and until his or her
successor shall be elected and qualified. 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, 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.





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Bylaws of Sensytech, Inc.
(as adopted on February 14, 2001)
Page 6



        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, a vice-president of the Corporation or of the directors
then in office. The secretary or any assistant 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.

        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



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Bylaws of Sensytech, Inc.
(as adopted on February 14, 2001)
Page 7



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 held after each annual meeting of
stockholders, the Board of Directors shall elect the officers of the
Corporation and members of the executive committee, if there is one, as
provided in Articles 3 and 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.

        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, 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




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Bylaws of Sensytech, Inc.
(as adopted on February 14, 2001)
Page 8




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 permit 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

        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.




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Bylaws of Sensytech, Inc.
(as adopted on February 14, 2001)
Page 9


        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 by delivery of not less than
five days notice, given in person, by mail, by telegraph or by facsimile (if
allowed by law) to each member, 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 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 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.

        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
vice-presidents with such designations, if any, as may be determined by the
Board of Directors, a chief financial officer, 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 assistant secretaries and assistant




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Bylaws of Sensytech, Inc.
(as adopted on February 14, 2001)
Page 10





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 vice president, may
not be held by the same person. In its discretion, the Board of Directors may
leave any office unfilled.

        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.

        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



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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 may 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
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 CHIEF FINANCIAL OFFICER. Subject to the direction and
supervision of the chief executive officer and the Board of Directors, the
Chief Financial Officer shall be primarily responsible for the financial and
accounting affairs of the Corporation. In addition, he or she shall perform
such other duties as may be assigned to him or her from time to time by the
chairman of the Board of Directors, the president, the Board of Directors or
these Bylaws.

        SECTION 4.9. THE VICE-PRESIDENTS. In the absence or inability or
refusal to act of the chairman of the Board of Directors, if any, the
president of the Corporation, and the vice-chairman, if any, of the Board of
Directors, the vice-president of the Corporation (or in the event there is
more than one vice-president of the Corporation, the 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. The vice-presidents of the Corporation 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



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Bylaws of Sensytech, Inc.
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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; (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 a
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.


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Bylaws of Sensytech, Inc.
(as adopted on February 14, 2001)
Page 13

        SECTION 4.14. VOTING UPON STOCKS. Unless otherwise ordered by the
Board of Directors or by the executive committee, any officer 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 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 a 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 Chief Executive
Officer may prescribe.

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Bylaws of Sensytech, Inc.
(as adopted on February 14, 2001)
Page 14



        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 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 General Corporation Law of the State of




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Bylaws of Sensytech, Inc.
(as adopted on February 14, 2001)
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Delaware, as amended from time to time; and the Corporation may advance costs
incurred by officers, 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 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.