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                                                                     Exhibit 4.2

                                                                   AS ADOPTED ON
                                                                 AUGUST 14, 2001

                          ---------------------------

                       SECOND AMENDED AND RESTATED BY-LAWS

                               LUMENON INNOVATIVE
                           LIGHTWAVE TECHNOLOGY, INC.

                          ---------------------------


                                   ARTICLE I

                                  STOCKHOLDERS

     SECTION 1.1. ANNUAL MEETINGS. An annual meeting of stockholders to elect
directors and transact such other business as may properly be presented to the
meeting shall be held at such place, within or without the State of Delaware, as
the Board of Directors may from time to time fix, if that day shall be a legal
holiday in the jurisdiction in which the meeting is to be held, then on the next
day not a legal holiday or as soon thereafter as may be practical, determined by
the Board of Directors.

     SECTION 1.2. SPECIAL MEETINGS. A special meeting of stockholders may be
called at any time by two or more directors or the Chairman of the Board or the
President and shall be called by any of them or by the Secretary upon receipt of
a written request to do so specifying the matter or matters, appropriate for
action at such a meeting, proposed to be presented at the meeting and signed by
holders of record of a majority of the shares of stock that would be entitled to
be voted on such matter or matters if the meeting were held on the day such
request is received and the record date for such meeting were the close of
business on the preceding day. Any such meeting shall be held at such time and
at such place, within or without the State of Delaware, as shall be determined
by the body or person calling such meeting and as shall be stated in the notice
of such meeting.

     SECTION 1.3. NOTICE OF MEETING. For each meeting of stockholders written
notice shall be given stating the place, date and hour and, in the case of a
special meeting, the purpose or purposes for which the meeting is called. Except
as otherwise provided by Delaware law, the written notice of any meeting shall
be given not less than 10 nor more than 60 days before the date of the meeting
to each stockholder entitled to vote at such meeting. If mailed, notice shall be
deemed to be given when deposited in the United States mail, postage prepaid,
directed to the stockholder at such stockholder's address as it appears on the
records of the Corporation.

     SECTION 1.4. QUORUM. Except as otherwise required by Delaware law or the
Certificate of Incorporation, the holders of record of a majority of the shares
of stock entitled to

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be voted present in person or represented by proxy at a meeting shall constitute
a quorum for the transaction of business at the meeting, but in the absence of a
quorum the holders of record present or represented by proxy at such meeting may
vote to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is obtained.

     SECTION 1.5. CHAIRMAN AND SECRETARY AT MEETING. At each meeting of
stockholders the Chairman of the Board, or in such person's absence the person
designated in writing by the Chairman of the Board, or if no person is so
designated, then a person designated by the Board of Directors, shall preside as
Chairman of the meeting; if no person is so designated, then the meeting shall
choose a Chairman by plurality vote. The Secretary, or in such person's absence
a person designated by the Chairman of the meeting, shall act as secretary of
the meeting.

     SECTION 1.6. VOTING, PROXIES. Except as otherwise provided by Delaware law
or the Certificate of Incorporation, and subject to the provisions of Section
1.10:

     (a)  Each stockholder shall at every meeting of the stockholders be
entitled to one vote for each share of capital stock held by such stockholder.

     (b)  Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for such stockholder by proxy, but no
such proxy shall be voted or acted upon after three years from its date, unless
the proxy provides for a longer period.

     (c)  Directors shall be elected by a plurality vote.

     (d)  Each matter, other than election of directors, properly presented to
any meeting shall be decided by a majority of the votes cast on the matter.

     (e)  Election of directors and the vote on any other matter presented to a
meeting shall be by written ballot only if so ordered by the Chairman of the
meeting or if so requested by any stockholder present or represented by proxy at
the meeting entitled to vote in such election or on such matter, as the case may
be.

     SECTION 1.7. ADJOURNED MEETINGS. A meeting of stockholders may be adjourned
to another time or place as provided in Section 1.4. Unless the Board of
Directors fixes a new record date, stockholders of record for an adjourned
meeting shall be as originally determined for the meeting from which the
adjournment was taken. If the adjournment is for more than 30 days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote. At any adjourned meeting at which there shall be present or represented
the holders of record of the requisite number of shares, any business may be
transacted that might have been transacted at the meeting as originally called.

     SECTION 1.8. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Any action that
may be taken at any annual or special meeting of stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of


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votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. Notice of the
taking of such action shall be given promptly to each stockholder that would
have been entitled to vote thereon at a meeting of stockholders and that did not
consent thereto in writing.

     SECTION 1.9. VOTING LIST. The Secretary shall prepare, at least 10 days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, for a period of at least 10 days prior
to the meeting: (i) on a reasonably accessible electronic network, provided that
the information required to gain access to such list is provided with notice of
the meeting, or (ii) during ordinary business hours, at the principal place of
business of the corporation. 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 1.10. FIXING OF RECORD DATE. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than 60 nor less than 10 days
before the date of such meeting, nor more than 60 days prior to any other
action. If no record date is fixed, 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; the record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting,
when no prior action by the Board of Directors is necessary, shall be the day on
which the first written consent is expressed; and the record date for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

                                   ARTICLE II

                                    DIRECTORS

     SECTION 2.1. NUMBER; TERM OF OFFICE; QUALIFICATIONS; VACANCIES. The number
of the directors constituting the entire Board of Directors shall be the number,
not less than three nor more than 15, fixed from time to time by a majority of
the total number of directors that the Corporation would have, prior to any
increase or decrease, if there were no vacancies; provided, however, that no
decrease shall shorten the term of an incumbent director. Until otherwise fixed
by the directors, the number of directors constituting the entire Board shall be
four. Commencing with the election of directors at the annual meeting of
stockholder's in 1999, the Board shall be divided into three classes as nearly
equal in number as possible. The terms of office of the directors initially
classified shall be as follows: that of Class I shall expire at the next annual
meeting of


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stockholders in 2000, Class II at the second succeeding annual meeting of
stockholders in 2001 and Class III at the third succeeding annual meeting of
stockholders in 2002. Commencing with the 2000 annual meeting of stockholders of
the Corporation, directors elected to succeed those directors whose terms have
thereupon expired shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders of the Corporation after their
election and until their respective successors are elected and qualify. The
foregoing notwithstanding, each director shall serve until his successor shall
have been duly elected and qualifies, unless he shall resign, become
disqualified, disabled or shall otherwise be removed. Vacancies and newly
created directorships resulting from any increase in the authorized number of
directors may be filled by a majority of the directors then in office, although
less than a quorum, or by the sole remaining director, and the directors so
chosen shall hold office, subject to Sections 2.2 and 2.3, for the unexpired
portion of the terms of the respective classes in which such directors were
chosen to serve and until their respective successors are elected and qualify.

     SECTION 2.2. RESIGNATION. Any director of the Corporation may resign at any
time by giving written notice of such resignation to the Board of Directors or
the Secretary of the Corporation. Any such resignation shall take effect at the
time specified therein or, if no time be specified, upon receipt thereof by the
Board of Directors or the Secretary; and, unless specified therein, the
acceptance of such resignation shall not be necessary to make it effective. When
one or more directors shall resign from the Board of Directors effective at a
future date, a majority of the directors then in office, including those who
have so resigned, shall have power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
effective, and each director so chosen shall hold office as provided in these
By-Laws in the filling of other vacancies.

     SECTION 2.3. REMOVAL. Any one or more directors may be removed with cause
by the vote or written consent of the holders of a majority of the shares
entitled to vote at an election of directors.

     SECTION 2.4. REGULAR AND ANNUAL MEETINGS; NOTICE. Regular meetings of the
Board of Directors shall be held at such time and at such place, within or
without the State of Delaware, as the Board of Directors may from time to time
prescribe. No notice need be given of any regular meeting, and a notice, if
given, need not specify the purposes thereof. A meeting of the Board of
Directors may be held without notice immediately after an annual meeting of
stockholders at the same place as that at which such meeting was held.

     SECTION 2.5. SPECIAL MEETINGS; NOTICE. A special meeting of the Board of
Directors may be called at any time by the Board of Directors, the Chairman of
the Board or the President and shall be called by any one of them or by the
Secretary upon receipt of a written request to do so specifying the matter or
matters, appropriate for action at such a meeting, proposed to be presented at
the meeting and signed by at least two directors. Any such meeting shall be held
at such time and at such place, within or without the State of Delaware, as
shall be determined by the body or person calling such meeting. Notice of such
meeting stating the time and place thereof shall be given (a) by deposit of the
notice in the United States mail, first class, postage prepaid, at least seven
days before the day fixed for the meeting addressed to each director at such
person's address as it appears on the Corporation's records or at such other
address as the director may have furnished the Corporation for that purpose, or
(b) by delivery of


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the notice similarly addressed for dispatch by facsimile or telegraph, or by
delivery of the notice by telephone or in person, in each case at least 24 hours
before the time fixed for the meeting.

     SECTION 2.6. PRESIDING OFFICER AND SECRETARY AT MEETINGS. Each meeting of
the Board of Directors shall be presided over by the Chairman of the Board or in
such person's absence by such member of the Board of Directors as shall be
chosen at the meeting. The Secretary, or in such person's absence an Assistant
Secretary, shall act as secretary of the meeting, or if no such officer is
present, a secretary of the meeting shall be designated by the person presiding
over the meeting.

     SECTION 2.7. QUORUM. A majority of the directors then in office shall
constitute a quorum for the transaction of business, but in the absence of a
quorum a majority of those present (or if only one be present, then that one)
may adjourn the meeting, without notice other than announcement at the meeting,
until such time as a quorum is present. The vote of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.

     SECTION 2.8. MEETING BY TELEPHONE. Members of the Board of Directors or of
any committee thereof may participate in meetings of the Board of Directors or
of such committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation shall constitute presence in person at such
meeting.

     SECTION 2.9. ACTION WITHOUT MEETING. Unless otherwise restricted by the
Certificate of Incorporation, 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 of such committee,
as the case may be, consent thereto in writing and the writing or writings are
filed with the minutes of proceedings of the Board of Directors or of such
committee.

     SECTION 2.10. COMMITTEES OF THE BOARD. The Board of Directors may, by
resolution passed by the Board of Directors, designate one or more other
committees, each such committee to consist of one or more directors as the Board
of Directors may from time to time determine. Any such committee, to the extent
provided in such resolution or resolutions, shall have and may exercise the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, but no such committee shall have such power of
authority in reference to amending the 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, or amending the By-Laws; and unless the resolution
shall expressly so provide, no such committee shall have the power or authority
to declare a dividend or to authorize the issuance of stock. Each such committee
shall have such name as may be determined from time to time by the Board of
Directors.

     SECTION 2.11. COMPENSATION. No director shall receive any stated salary for
such person's services as a director or as a member of a committee but shall
receive such sum, if any, as may from time to time be fixed by the Board of
Directors.


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                                  ARTICLE III

                                    OFFICERS

     SECTION 3.1. ELECTION; QUALIFICATION. The officers of the Corporation shall
be a Chairman of the Board, a President, one or more Vice Presidents, a
Secretary and a Treasurer, each of whom shall be selected by the Board of
Directors. The Board of Directors may elect a Controller, one or more Assistant
Secretaries, one or more Assistant Treasurers, one or more Assistant Controllers
and such other officers as it may from time to time determine. Two or more
offices may be held by the same person.

     SECTION 3.2. TERM OF OFFICE. Each officer shall hold office from the time
of such person's election and qualification to the time at which such person's
successor is elected and qualifies, unless he shall die or resign or shall be
removed pursuant to Section 3.4 at any time sooner.

     SECTION 3.3. RESIGNATION. Any officer of the Corporation may resign at any
time by giving written notice of such resignation to the Board of Directors, the
Chairman of the Board, the President or the Secretary of the Corporation. Any
such resignation shall take effect at the time specified therein or, if no time
be specified, upon receipt thereof by the Board of Directors or one of the
above-named officers; and, unless specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

     SECTION 3.4. REMOVAL. Any officer may be removed at any time, with or
without cause, by the vote of the Board of Directors.

     SECTION 3.5. VACANCIES. Any vacancy however caused in any office of the
Corporation may be filled by the Board of Directors.

     SECTION 3.6. COMPENSATION. The compensation of each officer shall be such
as the Board of Directors may from time to time determine.

     SECTION 3.7. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside
at all meetings of the Board of Directors and of the shareholders, and shall
have such powers and duties as generally pertain to the office of Chairman of
the Board, subject to the direction of the Board of Directors.

     SECTION 3.8. PRESIDENT. The President shall be the chief executive officer
of the Corporation and shall have general charge of the business and affairs of
the Corporation, subject however to the right of the Board of Directors to
confer specified powers on officers and subject generally to the direction of
the Board of Directors.

     SECTION 3.9. VICE PRESIDENT. Each Vice President shall have such powers and
duties as generally pertain to the office of Vice President and as the Board of
Directors or the President may from time to time prescribe. During the absence
of the President or such President's inability to act, the Vice President, or if
there shall be more than one Vice President, then that one designated by the
Board of Directors, shall exercise the powers and shall perform


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the duties of the President, subject to the direction of the Board of Directors
and the Executive Committee, if any.

     SECTION 3.10. SECRETARY. The Secretary shall keep the minutes of all
meetings of stockholders and of the Board of Directors. The Secretary shall be
custodian of the corporate seal and shall affix it or cause it to be affixed to
such instruments as require such seal and attest the same and shall exercise the
powers and shall perform the duties incident to the office of Secretary, subject
to the direction of the Board of Directors and the Executive Committee, if any.

     SECTION 3.11. OTHER OFFICERS. Each other officer of the Corporation shall
exercise the powers and shall perform the duties incident to such person's
office, subject to the direction of the Board of Directors and the Executive
Committee, if any.

                                   ARTICLE IV

                                  CAPITAL STOCK

     SECTION 4.1. STOCK CERTIFICATES. The interest of each holder of stock of
the Corporation shall be evidenced by a certificate or certificates in such form
as the Board of Directors may from time to time prescribe. Each certificate
shall be signed by, or in the name of, the Corporation by the Chairman of the
Board, the President or a Vice President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary. Any of or all the
signatures appearing on such certificate or certificates may be a facsimile. If
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 such person were such
officer, transfer agent or registrar at the date of issue.

     SECTION 4.2. TRANSFER OF STOCK. Shares of stock shall be transferable on
the books of the Corporation pursuant to applicable law and such rules and
regulations as the Board of Directors shall from time to time prescribe.

     SECTION 4.3. HOLDERS OF RECORD. Prior to due presentment for registration
of transfer the Corporation may treat the holder of record of a share of its
stock as the complete owner thereof exclusively entitled to vote, to receive
notifications and otherwise entitled to all the rights and powers of a complete
owner thereof, notwithstanding notice to the contrary.

     SECTION 4.4. LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. The
Corporation shall issue a new certificate of stock to replace a certificate
theretofore issued by it alleged to have been lost, destroyed or wrongfully
taken, if the owner or such owner's legal representative (i) requests
replacement, before the Corporation has notice that the stock certificate has
been acquired by a bona fide purchaser; (ii) files with the Corporation a bond
sufficient to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
stock certificate or the issuance of any such new stock certificate; and (iii)
satisfies such other terms and conditions as the Board of Directors may from
time to time prescribe.


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                                   ARTICLE V

                                  MISCELLANEOUS

     SECTION 5.1. INDEMNITY.

          (a)  The Corporation shall indemnify, subject to the requirements of
subsection (d) of this Section, any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation), by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another Corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation and, with respect to any
criminal action or proceeding, had reasonable cause to believe that such
person's conduct was unlawful.

          (b)  The Corporation shall indemnify, subject to the requirements of
subsection (d) of this Section, any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery of the State of Delaware or such other court shall deem proper.

          (c)  To the extent that a present or former director or officer of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsection (a) and (b) of this
section, or in defense of any claim, issue or matter therein, the Corporation
shall indemnify such person against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.


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          (d)  Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the circumstances
because such person has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination shall be made with
respect to a person who is a director or officer at the time of such
determination (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion or (4) by
the stockholders.

          (e)  Expenses incurred by a director, officer, employee or agent in
defending a civil or criminal action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation as authorized in this section.

          (f)  The indemnification and advancement of expenses provided by or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person's official capacity and
as to action in another capacity while holding such office.

          (g)  The Corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
Corporation, or who is or was serving at the request of the Corporation as a
director, officer, employee or agent of another Corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the Corporation would have the power to
indemnify such person against such liability under the provisions of this
section.

          (h)  The indemnification and advancement of expenses provided by, or
granted pursuant to this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

          (i)  For the purposes of this section, references to "the Corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, employees or
agents, so that any person who is or was a director, officer, employee or agent
of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this section with respect to the
resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued.


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          (j)  This Section 5.1 shall be construed to give the Corporation the
broadest power permissible by the Delaware General Corporation Law, as it now
stands and as heretofore amended.

     SECTION 5.2. WAIVER OF NOTICE. Whenever notice is required by the
Certificate of Incorporation, the By-Laws or any provision of the Delaware
General Corporation Law, a written waiver thereof, signed by the person entitled
to notice, whether before or after the time required for such notice, shall be
deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders, directors or members of a
committee of directors need be specified in any written waiver of notice.

     SECTION 5.3. FISCAL YEAR. The fiscal year of the Corporation shall start on
such date as the Board of Directors shall from time to time prescribe.

     SECTION 5.4. CORPORATE SEAL. The corporate seal shall be in such form as
the Board of Directors may from time to time prescribe, and the same may be used
by causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.

                                   ARTICLE VI

                              AMENDMENT OF BY-LAWS

     SECTION 6.1. AMENDMENT. The By-Laws may be altered, amended or repealed by
the stockholders or by the Board of Directors by a majority vote.

                                  ARTICLE VII

                              STOCKHOLDER PROPOSALS

     SECTION 7.1. STOCKHOLDER PROPOSALS OTHER THAN A NOMINATION FOR ELECTION OF
THE CORPORATION'S BOARD OF DIRECTORS.

          (a)  Any stockholder wishing to submit a proposal for consideration at
an annual meeting of stockholders, other than a nomination for election to the
Board of Directors, shall give notice to the Corporation of such proposal not
less than 45 days prior to the first anniversary of the date of the last annual
meeting of stockholders. Such notice shall be in writing, delivered or mailed by
first class mail, postage prepaid, to the Secretary of the Corporation, and
shall be received by the Secretary in conformity with the deadline referred to
in the previous sentence.

          (b)  Each notice shall set forth (i) the name, age and address of the
stockholder who intends to make the proposal and a brief description of the
proposal itself, (ii) a representation that the stockholder is a holder of
record of the Corporation entitled to vote at the meeting and intends to appear
in person or by proxy at the meeting to present the proposal specified in the
notice; and (iii) such other information regarding the proposal as would have


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been required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission had such proposal been made by
the Board of Directors of the Corporation.

          (c)  The Chairman of any meeting of stockholders may, if the facts
warrant, determine and declare to the meeting that a stockholder proposal was
not made in accordance with the foregoing procedure, and if he or she should so
determine, the Chairman shall so declare to the meeting and the defective
proposal shall be disregarded.

          (d)  At such time any class of the Corporation's securities is
registered under the Securities Exchange Act of 1934, as amended, stockholder
proposals shall conform to Rule 14a-8 thereunder.

     SECTION 7.2. STOCKHOLDER PROPOSALS FOR THE NOMINATION FOR ELECTION TO THE
CORPORATION'S BOARD OF DIRECTORS.

          (a)  Any stockholder wishing to submit a proposal for consideration at
the annual meeting of stockholders for the nomination for the election to the
Board of Directors. Such nominations shall be made by notice in writing,
delivered or mailed by first class mail, postage pre-paid, to the Secretary of
the Corporation not less than 45 days prior to the first anniversary of the date
of the last meeting of stockholders of the Corporation called for the election
of directors.

          (b)  Each notice shall set forth (i) the name, age 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 the Corporation entitled to vote at the meeting and intends to appear in
person or by proxy at the meeting to nominate the person or persons specified in
the notice; (iii) the name, age, business address and, if known, residence
address of each nominee proposed in such notice; (iv) the principal occupation
or employment of each such nominee; (v) a description of all arrangements or
understandings between the stockholder and each such 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; (vi) such other
information regarding each such nominee as would have been required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had each nominee been nominated, or intended
to be nominated, by the Board of Directors of the corporation; and (vii) the
consent of each such nominee to serve as a director of the Corporation if so
elected.

          (c)  The Chairman of any meeting of stockholders may, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedure, and if he or she should so determine,
the Chairman shall so declare to the meeting and the defective nomination shall
be disregarded.

          (d)  Except as required in the By-Laws no election need be by written
ballot.


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          (e)  At such time any class of the Corporation's securities is
registered under the Securities Exchange Act of 1934, as amended, stockholder
proposals shall conform to Rule 14a-8 thereunder.


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