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                                                                  Exhibit 10.4

                          AMENDED AND RESTATED BYLAWS

                                       OF

                        TELECOM WIRELESS SOLUTIONS, INC
                             A Delaware corporation

                                   ARTICLE I

                                    OFFICES

1.01  REGISTERED OFFICE. The initial registered office of the Corporation in the
      State of Delaware is set forth in the Corporation's original Certificate
      of Incorporation. The Corporation's Board of Directors ("Board") may by
      resolution from time to time change such registered office of the
      Corporation from one location to another location in the State of
      Delaware.

1.02  PRINCIPAL OFFICE. The principle office for the transaction of the business
      of the Corporation shall be established by the Board either within or
      without the State of Delaware. The Board may from time to time change said
      principal office from one location to another.

1.03  OTHER OFFICES. The Corporation may also have such other offices at such
      other places, either within or without the State of Delaware, as the Board
      may from time to time determine or as the business of the Corporation may
      require.

                                   ARTICLE II

                                  STOCKHOLDERS

2.01  ANNUAL MEETINGS. Annual meetings of the stockholders of the Corporation
      for the purpose of electing directors and for the transaction of such
      other proper business as may come before such meetings may be held at such
      time and date as the Board shall determine by resolution.

2.02  SPECIAL MEETINGS. A special meeting of the stockholders for the
      transaction of any proper business may be called at any time by the Board
      or by the President.

2.03  DATE, TIME AND PLACE OF MEETINGS. All meetings of the stockholders shall
      be held on such date and at such time and place, within or without the
      State of Delaware, as may from time to time be designated by resolution of
      the Board. If no designation is made, the place of meeting shall be the
      principal business office of the Corporation.

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2.04  NOTICE OF MEETINGS.

      (a)   Written notice of each meeting of the stockholders, whether annual
            or special, shall be given to each stockholder of record entitled to
            vote at such meeting.

      (b)   Except as otherwise required by law, the written notice of a meeting
            shall be given not less than ten (10) nor more than sixty (60) days
            before the date of the meeting. If mailed, notice is given when
            deposited in the United States mail, postage prepaid, directed to
            the stockholder at the stockholder's address as it appears on the
            records of the Corporation.

      (c)   Every notice of a meeting of stockholders shall state the place,
            date and hour of the meeting, and, in the case of a special meeting,
            shall also state the purpose or purposes for which the meeting is
            called.

2.05  ADJOURNMENTS. Any meeting of stockholders, annual or special, may adjourn
      from time to time to reconvene at the same or some other place. Notice
      need not be given to any such adjourned meeting if the time and place
      thereof are announced at the meeting at which the adjournment is taken;
      provided, however, if the adjournment is for more than thirty days, or if
      after the adjournment a new record date is fixed for the adjourned
      meeting, a notice of the adjourned meeting shall be given to each
      stockholder of record entitled to vote at the adjourned meeting. At the
      adjourned meeting the Corporation may transact any business which might
      have been transacted at the original meeting.

2.06  QUORUM. Subject to any express provision of law or the Certificate of
      Incorporation, or as otherwise provided by these Bylaws or by law, a
      majority of the shares of stock of the Corporation entitled to vote,
      present in person or by proxy, shall constitute a quorum at any meeting of
      the stockholders of the Corporation or any adjournment thereof. In the
      absence of a quorum at any meeting or any adjournment thereof, a majority
      in voting interest of the stockholders present in person or by proxy and
      entitled to vote there at or any officer entitled to preside at, or to act
      as secretary of, such meeting may adjourn such meeting from time to time
      until a quorum shall be present

2.07  CONDUCT OF MEETING. Meetings of stockholders shall be presided over by the
      Chairman of the Board, if any, or in the Chairman's absence by the Vice
      Chairman of the Board, if any, or in the Vice Chairman's absence by the
      President, or in President's absence by a Vice President, or in the
      absence of the foregoing persons by a chairman designated by the Board of
      Directors, or in the absence of any such designation by a chairman chosen
      at the meeting. The Secretary shall act as secretary of the meeting, but
      in the Secretary's absence the chairman of the meeting may appoint any
      person to act as secretary of the meeting. Subject to the requirements of
      applicable law, all annual and special meetings of stockholders shall be
      conducted in accordance with such rules and procedures as the Board may
      establish and, as to matters not governed by such rules and


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      procedures, as the chairman of such meeting shall determine.

2.08  VOTING.

      (a)   With respect to any class or series of stock, each stockholder
            entitled to vote at a meeting shall, at each meeting of the
            stockholders, be entitled to vote in person or by proxy each share
            or fractional share of the stock of the Corporation having voting
            rights on the matter in question and which shall have been held by
            such stockholder and registered in the stockholder's name on the
            books of the Corporation on the date fixed pursuant to Section 2.12
            of these Bylaws as the record date for the determination of
            stockholders entitled to notice of and to vote at such meeting.

      (b)   Shares of its own stock belonging to the Corporation or to another
            corporation, if a majority of the shares entitled to vote in the
            election of directors in such other corporation is held, directly or
            indirectly, by the Corporation, shall neither be entitled to vote
            nor be counted for quorum purposes. Persons holding stock of the
            Corporation in a fiduciary capacity shall be entitled to vote such
            stock. Persons whose stock is pledged shall be entitled to vote,
            unless in the transfer by the pledgor on the books of the
            Corporation the pledgor shall have expressly empowered the pledgee
            to vote thereon, in which case only the pledgee, or the pledgee's
            proxy, may represent such stock and vote thereon. Stock having
            voting power standing of record in the names of two or more persons,
            whether fiduciaries, members of a partnership, joint tenants,
            tenants in common, tenants by the entirety or otherwise, or with
            respect to which two or more persons (including proxyholders) have
            the same fiduciary relationship, shall be voted in accordance with
            the provisions of Section 217 of the Delaware General Corporation
            Law ("DGCL") or successor provisions thereof.

      (c)   Any such voting rights may be exercised by the stockholder entitled
            thereto in person or by the stockholder's proxy appointed by an
            instrument in writing, subscribed and dated by such stockholder or
            by the stockholder's attorney thereunto authorized and delivered to
            the secretary of the meeting prior to the meeting; provided,
            however, that no proxy shall be voted or acted upon after three
            years from its date said proxy shall provide for a longer period.
            The attendance at any meeting of a stockholder who theretofore had
            given a proxy shall not have the effect of revoking the proxy unless
            the stockholder shall provide the secretary of the meeting a written
            notice of revocation or a duly executed proxy bearing a later date
            prior to the voting of the proxy which has been revoked or
            superseded.

      (d)   Except as otherwise provided in these Bylaws or by law, in all
            matters other than the election of directors the affirmative vote of
            a majority of shares present in person or by proxy at the meeting
            and entitled to vote on the subject matter shall be the act of the
            stockholders. Directors shall be elected


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            by a plurality of the votes of the shares present in person or by
            proxy at the meeting and entitled to vote on the election of
            directors. Shares withdrawn from a meeting prior to a vote of
            stockholders shall not be deemed present at the meeting for purposes
            of determining the number of shares necessary to approve any action
            taken at the meeting subsequent to the withdrawal of the shares. A
            meeting at which a quorum is initially present may continue to
            transact business notwithstanding the withdrawal of a sufficient
            number of shares, whether initially present in person or by proxy,
            to leave less than a quorum, provided that any action taken, other
            than adjournment, is approved by at least a majority of the required
            quorum for such meeting or by such greater number as may be required
            by law or these Bylaws.

      (e)   The vote of any meeting of the stockholders on any question need not
            be buy ballot, unless so directed by the chairman of the meeting. On
            a vote by ballot, each ballot shall be signed by the stockholder
            voting, or by the stockholder's proxy, if there be such proxy, and
            it shall state the number of shares voted.

2.09  LIST OF STOCKHOLDERS. The Secretary of the Corporation shall prepare and
      make, at least ten (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 such
      stockholder and the number of shares registered in the name of each
      stockholder. Such list shall be open to the examination of any
      stockholder, for any purpose germane to the meeting, during ordinary
      business hours, for a period of at least ten (10) days prior to the
      meeting, either at a place within he city where the meeting is to be held,
      which place shall be specified in the notice of the meeting, or, if not so
      specified, at the place where the meeting is to be held. The list shall
      also be produced and kept at the time and place of the meeting during the
      whole time thereof, and may be inspected by any stockholder who is
      present.

2.10  INSPECTORS OF ELECTION. In advance of any meeting of stockholders the
      Board may appoint an inspector or inspectors of election to act with
      respect to such vote. If no inspectors are appointed by the Board, or if
      any persons so appointed shall fail to appear or refuse to act, then the
      chairman of the meeting may appoint an inspector or inspectors of
      election. Each inspector of election so appointed shall execute the duties
      of an inspector of election at such meeting with strict impartiality and
      according to the best of the inspector's ability. The inspectors of
      election shall decide upon the qualification of the voters and shall
      report the number of shares represented at the meeting and entitled to
      vote on such question, shall conduct and accept the votes, and, when the
      voting is completed, shall ascertain and report the number of shares voted
      respectively for and against the question. Reports of inspectors of
      election shall be in writing and subscribed and delivered by the
      inspectors to the Secretary of the Corporation. The inspectors of election
      need not be stockholders of the Corporation, and any officer of the
      Corporation may be an inspector of election on any question other than a
      vote for or against a proposal in which officer shall have a material
      interest.


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2.11  ACTION WITHOUT MEETINGS.

      (a)   Unless otherwise provided in the Certificate of Incorporation, any
            action required to be taken at any annual or special meeting of
            stockholders of the Corporation, or any action which may be taken at
            any annual or special meeting or such stockholders, may be taken
            without a meeting, without prior notice and without a vote, if a
            consent or consents 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 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 and shall be
            delivered to the Corporation by delivery to its registered office in
            the State of Delaware, its principal place of business, or to an
            officer or agent of the Corporation having custody of the book in
            which proceedings of meetings of stockholders are recorded.

      (b)   Every written consent shall bear the date of signature of each
            stockholder who signs the consent and no written consent shall be
            effective to take the corporate action referred to therein unless,
            within sixty (60) days of the earliest dated consent delivered in
            the manner required by this Section 2.11 to the corporation, written
            consents signed by a sufficient number of holders to take action are
            delivered to the corporation by delivery to its registered office in
            the State of Delaware, its principal place of business, or to an
            officer or agent of the Corporation having custody of the book in
            which proceedings of meetings of stockholders are recorded.

      (c)   Any delivery pursuant to this Section 2.11 made to the Corporation's
            registered office shall be by hand or by certified or registered
            mail, return receipt requested. Prompt notice of the taking of the
            corporate action without a meeting by less than unanimous written
            consent shall be given to those stockholders who have not consented
            in writing.

2.12  FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.

      (a)   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 may fix a record date, which
            record date shall not precede the date upon which the resolution
            fixing the record date is adopted by the Board, and which record
            date shall not be more than sixty (60) nor less than ten days before
            the date of such meeting. If no record date is fixed by the Board,
            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 receding 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 the meeting;
            provided, however, that the Board may fix a new record date for the
            adjourned meeting.


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      (b)   In order that the Corporation may determine the stockholders
            entitled to consent to corporate action in writing without a
            meeting, the Board may fix a record date, which record date shall
            not precede the date upon which the resolution fixing the record
            date is adopted by the Board, and which date shall not be more than
            ten days after the date upon which the resolution fixing the record
            date is adopted by the Board. If no record date has been fixed by
            the Board, the record date for determining stockholders entitled to
            consent to corporate action in writing without a meeting, when no
            prior action by the Board is required by the DGCL, shall be the
            first date on which a signed written consent setting forth the
            action taken or proposed to be taken is delivered to the Corporation
            by delivery to its registered office in the State of Delaware, its
            principal place of business, or an officer or agent of the
            Corporation having custody of the book in which proceedings of
            meetings of stockholders are recorded. Delivery made to a
            Corporation's registered office shall be by hand or by certified or
            registered mail, return receipt requested. If no record date has
            been fixed by the Board and prior action by the Board is required by
            the DGCL, the record date for the determining stockholders entitled
            to consent to corporate action in writing without a meeting shall be
            at the close of business on the day on which the Board adopts the
            resolution taking such prior action.

      (c)   In order that the Corporation may determine the stockholders
            entitled to receive payment for any dividend or other distribution
            or allotment of any rights or the stockholders entitled to exercise
            any rights in respect to any change, conversion or exchange of
            stock, or for the purpose of any other lawful action, the Board may
            fix a record date, which record date shall not precede the date upon
            which the resolution fixing the record date is adopted, and which
            record date shall be not more than sixty (60) days prior to such
            action. If no record date is fixed, the record date for determining
            stockholders for any such purpose shall be at the close of business
            on the day on which the Board adopts the resolution relating
            thereto.

                                  ARTICLE III

                               BOARD OF DIRECTORS

3.01  GENERAL POWERS. The property, business and affairs of the Corporation
      shall be managed by or under the direction of the Board which may exercise
      all such powers of the Corporation and do all such lawful acts and things
      as are not by law, by the Certificate of Incorporation or by these Bylaws
      directed or required to be exercised or done by the stockholders.

3.02  NUMBER AND TERM OF OFFICE. The number of directors shall be no fewer than
      one (1) and no more than eleven (11) with the exact number of directors
      within such range determined from time to time by the Board. Directors
      shall be natural persons but need not be residents of the State of
      Delaware or stockholders of the


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      Corporation. Each of the directors of the Corporation shall hold office
      until the director's successor shall have been duly elected and shall
      qualify or until the director shall resign or shall have been removed in
      the manner hereinafter provided.

3.03  ELECTION OF DIRECTORS. The directors shall be elected annually by the
      stockholders of the Corporation and the persons receiving the greatest
      number of votes, up to the number of directors to be elected, shall be the
      directors.

3.04  RESIGNATIONS. Any director of the Corporation may resign at any time by
      giving written notice to the Board or to the Secretary of the Corporation.
      Any such resignation shall take effect at the time specified therein, or,
      if the time be not specified, it shall take effect immediately upon its
      receipt; and unless otherwise specified therein, the acceptance of such
      resignation shall not be necessary to make it effective.

3.05  VACANCIES. Any vacancy in the Board, whether because of death,
      resignation, disqualification, an increase in the number of directors,
      removal, or any other cause, may be filled by vote of the majority of the
      remaining directors, although less than a quorum, or by a sole remaining
      director. If there are no directors in office, then an election of
      directors may be held in the manner provided by law. Each director so
      chosen to fill a vacancy shall hold office until the director's successor
      shall have been elected and shall qualify or until the director shall
      resign or shall have been removed in the manner hereinafter provided.

3.06  PLACE OF MEETING. The Board may hold any of its meetings at such place or
      places within or without the State of Delaware as the Board may from time
      to time by resolution designate or as shall be designated by the person or
      persons calling the meeting or in the notice or a waiver of notice of any
      such meeting.

3.07  PARTICIPATION BY TELEPHONE. Unless otherwise restricted by the Certificate
      of Incorporation or these Bylaws, members of the Board of Directors or any
      committee thereof designated by the Board may participate in any meeting
      of the Board, or any meeting of any committee of the Board, by means of
      conference telephone or similar communications equipment pursuant to which
      all persons participating in the meeting can hear each other, and such
      participation shall constitute presence in person at such meeting.

3.08  ANNUAL MEETING. The Board shall meet as soon as practicable after each
      annual election of directors and notice of such first meeting shall not be
      required.

3.09  REGULAR MEETING. Regular meetings of the Board may be held at such times
      as the Board shall from time to time by resolution determine. If any day
      fixed for a regular meeting shall be a legal holiday at the place where
      the meeting is to be held, then the meeting shall be held at the same hour
      and place on the next succeeding business day not a legal holiday. Except
      as provided by law, notice of regular meetings need not be given.


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3.10  SPECIAL MEETINGS. Special meetings of the Board shall be held whenever
      called by the Chairman of the Board, the President or by a majority of the
      authorized number of directors. Except as otherwise provided by law or by
      these Bylaws, notice of the time and place of each such special meeting
      shall be mailed to each director, addressed to the director at the
      director's residence or usual place of business, at lease five (5) days
      before the day on which the meeting is to be held, or shall be sent to the
      director at such place by telephone, cable or overnight courier or be
      delivered personally not less than forty-eight (48) hours before the time
      at which the meeting is to be held. Except where otherwise required by law
      or by these Bylaws, notice of the purpose of a special meeting need not be
      given.

3.11  QUORUM. Except as otherwise provided in these Bylaws or by law, a majority
      of the authorized number of directors shall constitute a quorum for the
      transaction of business at any meeting of the Board. In the absence of a
      quorum, a majority of directors present at any meeting may adjourn the
      same from time to time until a quorum shall be present. Notice of any
      adjourned meeting need not be given.

3.12  VOTING. The vote of a majority of the directors present at a meeting at
      which a quorum is present shall be the act of the Board. A director who
      withdraws from a meeting shall not be deemed present at the meeting for
      purposes of determining the number of director votes necessary to approve
      any action taken at the meeting subsequent to the withdrawal of the
      director. A meeting at which a quorum is initially present may continue to
      transact business notwithstanding the withdrawal of a sufficient number of
      directors to leave less adjournment, is approved by at least a majority of
      the required quorum for such meeting or by such greater number as may be
      required by law or these Bylaws.

3.13  ACTION BY CONSENT. Any action required or permitted to be taken at any
      meeting of the Board or of any committee thereof may be taken without a
      meeting if a written consent thereto is signed by all members of the Board
      or of such committee, as the case may be, and such written consent is
      filed with the minutes of proceedings of the Board or committee.

3.14  REMOVAL OF DIRECTORS. Any director may be removed at any time, either with
      or without cause, by the affirmative vote of the stockholders having a
      majority of the voting power of the Corporation given at a special meeting
      of the stockholders called for such purpose.

3.15  COMPENSATION. The directors shall receive such compensation for their
      services as directors as may be fixed by resolution of the Board from time
      to time. The Board may also provide that the Corporation shall reimburse a
      director for any expense incurred by the director on account of the
      director's attendance at any meetings of the Board or committees of the
      Board. Neither the payment of such compensation nor the reimbursement of
      such expenses shall be construed to preclude any director from serving the
      Corporation or its subsidiaries in any other capacity and receiving
      compensation therefor.


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3.16  COMMITTEES. The Board may, by resolution passed by a majority of the whole
      Board, designate one or more committees, each committee to consist of one
      or more of the directors of the Corporation. Any such committee, to the
      extent provided in the resolution of the Board and except as otherwise
      limited by law, shall have and may exercise all the powers and authority
      of the Board in the management of the business and affairs of the
      Corporation, and may authorize the seal of the Corporation to be affixed
      to all papers which may require it. Any such committee shall keep written
      minutes of its meetings and report the same to the Board at the next
      regular meeting of the Board. In the absence or disqualification of a
      member of a committee, the member or members thereof present at any
      meeting and not disqualified from voting, whether or not the member or
      members constitute a quorum, may unanimously appoint another member of the
      Board to act at the meeting in the place of any such absent or
      disqualified member.

                                   ARTICLE IV

                                    OFFICERS

4.01  CORPORATE OFFICERS.

      (a)   The officers of the Corporation shall be a President, a Secretary,
            and a Treasurer and such other officers as may be appointed at the
            discretion of the Board in accordance with the provisions of Section
            4.01(b).

      (b)   In addition to the officers specified in Section 4.01(a), the Board
            may appoint such other officers as the Board may deem necessary or
            advisable, including a Chairman of the Board, one or more Vice
            Presidents (the number thereof and their respective titles to be
            determined by the Board), one or more Assistant Secretaries, and one
            or more Assistant Treasurers, each of whom shall hold office and
            perform such duties as the Board may from time to time determine.
            The Board may delegate to any officer or the Corporation or any
            committee of the Board the power to appoint, remove, and prescribe
            the duties of any officer provided for in this Section 4.01(b).

      (c)   One person may hold two or more offices.

4.02  ELECTION, TERM OF OFFICE AND QUALIFICATIONS. The officers of the
      Corporation, except such officers as may be appointed in accordance with
      Sections 4.01(b) or 4.05, shall be appointed annually by the Board at the
      first meeting thereof held after the election of the Board. Each officer
      shall hold office until such officer shall resign or shall be removed or
      otherwise disqualified to serve, or the officer's successor shall be
      appointed and qualified. Officers shall be natural persons who have
      attained the age of eighteen (18) years, but need not be residents of the
      State of Delaware or stockholders of the Corporation

4.03  REMOVAL. Any officer of the Corporation may be removed, with or without
      cause, at any time at any regular or special meeting of the Board by a
      majority of the


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      directors of the Board at the time in office or, except in the case of an
      officer appointed by the Board, by any officer of the Corporation or
      committee of the Board upon whom or which such power of removal may be
      conferred by the Board.

4.04  RESIGNATIONS. Any officer may resign at any time by giving written notice
      of such officer's resignation to the Board, the President, or Secretary of
      the Corporation. Any such resignation shall take effect at the time
      specified therein, or, if the time be not specified, upon receipt thereof
      by the Board, President, or Secretary. Unless otherwise specified therein,
      the acceptance of such resignation shall not be necessary to make it
      effective.

4.05  VACANCIES. A vacancy in any office because of death, resignation, removal,
      disqualification, or other event, may be filled for the unexpired portion
      of the term thereof in the manner prescribed in these Bylaws for regular
      appointments to such office.

4.06  CHAIRMAN. The Chairman of the Board, if one is elected, shall preside at
      all meetings of the Board and of the stockholders and shall have and
      perform such other duties as from time to time may be assigned to the
      Chairman of the Board.

4.07  PRESIDENT. The President of the Corporation shall be the Chief Executive
      Officer of the Corporation and shall have, subject to the control of the
      Board, general and active supervision and management over the business of
      the Corporation and over its officers and employees. In the absence or
      non-appointment of a Chairman, the President shall preside at all meetings
      of the stockholders and all meetings of the Board if present thereat.

4.08  VICE PRESIDENTS. Each Vice President shall have such powers and perform
      such duties as the Board may from time to time prescribe. At the request
      of the President, or in case of the President's absence or inability to
      act upon the request of the Board, a Vice President shall perform the
      duties of the President and when so acting, shall have all the powers of,
      and be subject to all the restrictions upon, the President.

4.09  SECRETARY. The Secretary shall have the duty to record the proceedings of
      all meetings of the Board, of the stockholders, and of all committees of
      which a secretary shall not have been appointed. The Secretary shall see
      that all notices are duly given in accordance with these Bylaws and as
      required by law; shall be custodian of the seal of the Corporation and
      shall affix and attest the seal to all documents to be executed on behalf
      of the Corporation under its seal; and, in general, shall perform all the
      duties incident to the office of Secretary and such other duties as may
      from time to time be assigned to the Secretary of the Board.

4.10  TREASURER. The Treasurer shall supervise, have custody of, and be
      responsible for all funds and securities of the Corporation. The Treasurer
      shall deposit all such funds in the name of the Corporation in such banks,
      trust companies or other


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      depositories as shall be selected by the Board or in accordance with
      authority delegated by the Board. The Treasurer shall receive, and give
      receipts for, moneys due and payable to the Corporation from any source
      whatsoever. The Treasurer shall exercise general supervision over
      expenditures and disbursements made by officers, agents and employees of
      the Corporation and the preparation of such records and reports in
      connection therewith as may be necessary or desirable. The Treasurer
      shall, in general, perform all other duties incident to the office of
      Treasurer and such other duties as from time to time may be assigned to
      the Treasurer by the Board. Unless otherwise provided by the Board, the
      Treasurer shall be the Chief Financial Officer of the Corporation.

4.11  COMPENSATION. The compensation of the officers of the Corporation shall be
      fixed from time to time by the Board. No officer shall be prevented from
      receiving such compensation by reason of the fact that the officer is also
      a director of the Corporation. Nothing contained herein shall preclude any
      officer from serving the Corporation, or any subsidiary corporation, in
      any other capacity and receiving compensation therefor.

4.12  DELEGATION OF AUTHORITY. In the case of the absence of any officer of the
      Corporation or for any other reason that the Board of Directors may deem
      sufficient, the Board of Directors may delegate, for the time being, any
      or all of the power or duties of such officer to any other officer or to
      any director.

                                   ARTICLE V

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

5.01  EXECUTION OF CONTRACTS. The Board, except as otherwise provided in these
      Bylaws, may authorize any officer or officers, agent or agents, to enter
      into any contract or execute any instrument in the name of and on behalf
      of the Corporation, and such authority may be general or confined to
      specific instances. Unless so authorized by the Board or by these Bylaws,
      no officer, agent or employee shall have any power or authority to bind
      the Corporation by any contract or engagement or to pledge its credit or
      to render it liable for any purpose or in any amount.

5.02  CHECKS, DRAFTS, ETC. All checks, drafts or other orders for payment of
      money, notes or other evidence of indebtedness, issued in the name of or
      payable to the Corporation, shall be signed or endorsed by such person or
      persons and in such manner as, from time to time, shall be determined by
      resolution of the Board. Each authorized person shall give such bond, if
      any, as the Board may require.

5.03  DOCUMENTS. All funds of the Corporation not otherwise employed shall be
      deposited from time to time to the credit of the Corporation in such
      banks, trust companies or other depositories as the Board may select, or
      as may be selected by any officer or officers, assistant or assistants,
      agent or agents, or attorney or attorneys of the Corporation to whom such
      power shall have been delegated by


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      the Board. For the purpose of deposit and for the purpose of collection
      for the account of the Corporation, the President, any Vice President or
      the Treasurer (or any other officer or officers, assistant or assistants,
      agent or agents, or attorney or attorneys of the Corporation who shall
      from time to time be determined by the Board) may endorse, assign and
      deliver checks, drafts and other orders for the payment of money which are
      payable to the order of the Corporation .

5.04  GENERAL AND SPECIAL BANK ACCOUNTS. The Board may from time to time
      authorize the opening and keeping of general and special bank accounts
      with such banks, trust companies or other depositories as the Board may
      select or as may be selected by any officer or officers, assistant or
      assistants, agent or agents, or attorney or attorneys of the Corporation
      to whom such power shall have been delegated by the Board. The Board may
      make such special rules and regulations with respect to such bank
      accounts, not inconsistent with the provisions of these Bylaws, as it may
      deem expedient.

                                   ARTICLE VI

                           SHARES AND THEIR TRANSFER

6.01  CERTIFICATES FOR STOCK.

      (a)   The shares of the Corporation shall be represented by certificates,
            provided that the Board may provide by resolution or resolutions
            that some or all of any or all classes or series of its stock shall
            be uncertificated shares. Any such resolution shall not apply to
            shares represented by a certificate until such certificate is
            surrendered to the Corporation. Notwithstanding the adoption of such
            a resolution by the Board, every holder of stock represented by
            certificates, and upon request, every holder of uncertificated
            shares, shall be entitled to have a certificate, in such form as the
            Board shall prescribe, signed by, or in the name of the Corporation
            by the Chairman or Vice Chairman of the Board, or the President or
            Vice President, and by the Treasurer or an Assistant Treasurer, or
            the Secretary or an Assistant Secretary of the Corporation
            representing the number of shares registered in certificate form.
            Any of or all of the signatures on the certificates may be a
            facsimile. In case any officer, transfer agent or registrar who has
            signed, or whose facsimile signature has been placed upon, any such
            certificate, shall have ceased to be such officer, transfer agent or
            registrar before such certificate is issued, such certificate may
            nevertheless be issued by the Corporation with the same effect as
            though the person who signed such certificate, or whose facsimile
            signature shall have been placed thereupon, were such officer,
            transfer agent or registrar at the date of issue.

      (b)   A record shall be kept of the respective names of the persons, firms
            or corporations owning the stock represented by such certificates,
            the number and class of shares represented by such certificates,
            respectively, and the respective dates thereof, and in case of
            cancellation, the respective dates of


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            cancellation. Every certificate surrendered to the Corporation for
            exchange or transfer shall be canceled, and no new certificate or
            certificates shall be issued in exchange for any existing
            certificate until such existing certificate shall have been so
            canceled, except in cases provided for in Section 6.04.

6.02  TRANSFER OF STOCK. Transfers of shares of stock of the Corporation shall
      be made only on the books of the Corporation by the registered holder
      thereof, or by such holder's attorney thereunto authorized by power of
      attorney duly executed and filed with the Secretary, or with a transfer
      clerk or a transfer agent appointed as provided in Section 6.03, and upon
      surrender of the certificate or certificates for such shares properly
      endorsed and the payment of all taxes thereon. The person in whose name
      shares of stock stand on the books of the Corporation shall be deemed the
      owner thereof for all purposes as regards the Corporation. Whenever any
      transfer of share shall be made for collateral security, and not
      absolutely, such fact shall be so expressed in the entry of transfer if,
      when the certificate or certificates shall be presented to the Corporation
      for transfer, both the transferor and the transferee request the
      Corporation to do so.

6.03  REGULATIONS. The Board may make such rules and regulations as it may deem
      necessary or appropriate, not inconsistent with these Bylaws, concerning
      the issue, transfer and registration of certificates for shares of the
      stock of the Corporation. It may appoint, or authorize any officer or
      officers to appoint, one or more transfer clerks or one or more transfer
      agents and one or more registrars, and may require all certificates for
      stock to bear the signature or signatures of any of them.

6.04  LOST, STOLEN, DESTROYED, AND MUTILATED CERTIFICATES. In any case of loss,
      theft, destruction, or mutilation of any certificate of stock, another may
      be issued in its place upon proof of such loss, theft, destruction, or
      mutilation and upon the giving of a bond of indemnity to the Corporation
      in such form and in such sum as the Board may direct; provided, however,
      that a new certificate may be issued without requiring any bond when, in
      the judgment of the Board, it is proper so to do.

                                  ARTICLE VII

                                INDEMNIFICATION

7.01  ACTION, ETC. OTHER THAN BY OR IN THE RIGHT OF THE CORPORATION. The
      Corporation shall indemnify any person who was or is a party or is
      threatened to be made a party to any threatened, pending or completed
      action, 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 such person 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


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

7.02  ACTIONS, ETC., BY OR IN THE RIGHT OF THE CORPORATION. The Corporation
      shall indemnify any person who was or is a party or is threatened to be
      made a party to any threatened, pending or completed action or suit by or
      in the right of the Corporation to procure a judgment in its favor by
      reason of the fact that such person 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 or reasonably incurred by
      such person in connection with the defense or settlement of such action or
      suit if such person acted in good faith and in a manner the person
      reasonably believed to be in or not opposed to the best interests of the
      Corporation, except that no indemnification shall be made in respect to
      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 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 expenses
      which the Court of Chancery or such other court shall deem proper.

7.03  DETERMINATION OF RIGHT OF INDEMNIFICATION. Any indemnification under
      Section 7.01 or 7.02 (unless ordered by a court) shall be made by the
      Corporation only as authorized in the specific case upon a determination
      that indemnification of the director, officer, employee or agent is proper
      in the circumstances because such person has met the applicable standard
      of conduct set forth in Section 7.01 and 7.02. Such determination shall be
      made (i) by the Board by a majority vote of the directors who were not
      parties to such action, suit or proceeding, even though less than a quorum
      or (ii) if there are no such directors, or if such directors so direct, by
      independent legal counsel in a written opinion, or (iii) by the
      stockholders.

7.04  INDEMNIFICATION AGAINST EXPENSES OF SUCCESSFUL PARTY. Notwithstanding the
      other provisions of this Article, to the extent that a director, officer,
      employee or agent of the Corporation has been successful on the merits or
      otherwise in defense of any action, suit or proceeding referred to in
      Section 7.01 or 7.02, or in defense of any claim, issue or matter therein,
      such person shall be indemnified against expenses (including attorneys'
      fees) actually and reasonably incurred by him in connection therewith.


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7.05  PREPAID EXPENSES. Expenses incurred by an officer or director 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 upon receipt of an undertaking by or on behalf of the director
      or officer 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 Article. Such expenses incurred by other employees and
      agents may be so paid upon such terms and conditions, if any, as the Board
      deems appropriate.

7.06  OTHER RIGHTS AND REMEDIES. The indemnification and advancement of expenses
      provided by, or granted pursuant to, the other subsections of this Article
      shall not be deemed exclusive of any other rights to which those seeking
      indemnification or advancement of expenses may be entitled under any
      Bylaws, 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.

7.07  CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES. The
      indemnification and advancement of expenses provided by, or granted
      pursuant to, this Article 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.

7.08  INSURANCE. Upon resolution passed by the Board, the Corporation may
      purchase and maintain insurance on behalf of any person who is or was a
      director, officer, employee or agent of the Corporation, or is or was
      serving at the request of the Corporation as a director, officer, employee
      or agent of 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 Article.

7.09  CONSTITUENT CORPORATIONS. For the purposes of this Article, references to
      "the Corporation" include all constituent corporations absorbed in a
      consolidation or merger as well as the resulting or surviving corporation,
      so that any person who is or was a director, officer, employee or agent of
      such a 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 Article with
      respect tot he resulting or surviving corporation as such person would if
      such person had served the resulting or surviving corporation in the same
      capacity.

7.10  OTHER ENTERPRISES, FINES, AND SERVING AT CORPORATION'S REQUEST. For
      purposes of this Article, references to "other enterprises" shall include
      employee benefit plans; references to "fines" shall include any excise
      tases assessed on a person with respect to any employee benefit plan; and
      references to "serving at the request of


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      the Corporation" shall include any service as a director, officer,
      employee or agent of the corporation which imposes duties on, or involves
      services by, such director, officer, employee, or agent with respect to an
      employee benefit plan, its participants, or beneficiaries; and a person
      who acted in good faith and in a manner such person reasonably believed to
      be in the interest of the participants and beneficiaries of an employee
      benefit plan shall be deemed to have acted in a manner "not opposed to the
      best interests of the Corporation" as referred to in this Article.

                                  ARTICLE VIII

                                 MISCELLANEOUS

8.01  SEAL. The Board shall provide a corporate seal, which shall be in the form
      of a circle and shall bear the name of the Corporation and words and
      figures showing that the Corporation was incorporated in the State of
      Delaware and the year of incorporation. If it is inconvenient to use such
      a seal at any time, the signature of the Chairman of the Board, any Vice
      Chairman of the Board, the President, the Secretary or an Assistant
      Secretary of the Corporation, followed by the word "Seal" enclosed in
      parenthesis, shall be deemed the seal of the Corporation.

8.02  WAIVER OF NORTICE. Whenever notice is required to be given by these Bylaws
      or the Certificate of Incorporation or by law, the person entitled to said
      notice may waive such notice in writing, either before or after the time
      stated therein, and such waiver shall be deemed equivalent to notice.
      Attendance of a person at a meeting (whether in person or by proxy in the
      case of a meeting of stockholders) 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.

8.03  FISCAL YEAR. The fiscal year of the Corporation shall be determined by
      resolution of the Board.

8.04  AMENDMENTS. Except as otherwise provided herein or by law, these Bylaws
      may be altered, amended or repealed, and new Bylaws may be adopted, (i) by
      the Board, by vote of a majority of the number of directors then in office
      as directors, acting at any meeting of the Board, or (ii) by the
      stockholders, acting at any meeting of stockholders, without previous
      notice, or at any special meeting of stockholders, provided that notice of
      such proposed amendment, modification, repeal or adoption is given in the
      notice of special meeting. Any Bylaws altered, amended, or adopted by the
      Board may be altered, amended, or repealed by either the Board or the
      stockholders.


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8.05  REPRESENTATION OF OTHER CORPORATIONS. The President, any Vice President,
      or Secretary of this Corporation are authorized to vote, represent and
      exercise on behalf of this Corporation all rights incident to any and all
      shares of any other corporation or corporations standing in the name of
      this Corporation. The authority herein grants to said officers to vote or
      represent on behalf of this Corporation any and all shares held by this
      Corporation in any other corporation or corporations as may be exercised
      either by such officers in person or by any person authorized so to do by
      proxy or power of attorney duly executed by said officers.

8.06  INSPECTION OF BOOKS. The Board of Directors shall have the power to
      determine which accounts and books of the Corporation, if any, shall be
      open to the inspection of stockholders, except such as may by law be
      specifically open to inspection, and shall have power to fix reasonable
      rules and regulations not in conflict with the applicable law for the
      inspection of accounts and books which by law or by determination of the
      Board of Directors shall be open to inspection, and the stockholders'
      rights in this respect are and shall be restricted and limited
      accordingly.

                                   ARTICLE IX

                                EMERGENCY BYLAWS

9.01  EMERGENCY BYLAWS. This Article shall be operative during any emergency
      resulting from an attack on the United States or on a locality in which
      the Corporation conducts its business or customarily holds meetings of its
      Board of Directors or its stockholders, or during any nuclear or atomic
      disaster or during the existence of any catastrophe or other similar
      emergency condition, as a result of which a quorum of the Board of
      Directors or any committee thereof cannot be readily convened (an
      "emergency"), notwithstanding any different or conflicting provision set
      forth elsewhere in these Bylaws or in the Certificate of Incorporation. To
      the extent not inconsistent with the provisions of this Article, the
      Bylaws set forth elsewhere herein and the provisions of the Certificate of
      Incorporation shall remain in effect during such emergency, and upon
      termination of such emergency, the provisions of this Article shall cease
      to be operative.

9.02  MEETINGS. During any emergency, a meeting of the Board of Directors or any
      committee thereof may be called by any director, or by the President, any
      Vice President, the Secretary or the Treasurer (the "Designated Officers")
      of the Corporation. Notice of the time and place of the meeting shall be
      given by any available means of communication by the person calling the
      meeting to such of the directors and/or Designated Officers as it may be
      feasible to reach. Such notice shall be given at such time in advance of
      the meeting as, in the judgment of the person calling the meeting,
      circumstances permit.

9.03  QUORUM. At any meeting of the Board of Directors or any committee thereof
      called in accordance with Section 9.2 of this Article, the presence or
      participation


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      of two directors, one director and a Designated Officer, or two Designated
      Officers, shall constitute a quorum for the transaction of business.

9.04  BYLAWS. At any meeting called in accordance with this Article, the Board
      of Directors or the committees thereof, as the case may be, may modify,
      amend or add to the provisions of this Article so as to make any provision
      that may be practical or necessary for the circumstances of the emergency.

9.05  LIABILITY. No director, officer or employee of the Corporation acting in
      accordance with the provisions of this Article shall be liable except for
      willful misconduct.

9.06  REPEAL OR CHANGE. The provision of this Article shall be subject to repeal
      or change by further action of the Board of Directors or by action of the
      stockholders, but no such repeal or change shall modify the provisions of
      the immediately preceding section of this Article with regard to action
      taken prior to the time of such repeal or change.


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