BYLAWS

                                       OF

                       CATAPULT COMMUNICATIONS CORPORATION

                          Amended on September 17, 1999
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Article 1     Corporate Offices................................................1

        1.1   Principal Office.................................................1
        1.2   Other Offices....................................................1

Article 2     Stockholders' Meetings...........................................1

Article 3     Annual Meetings..................................................1

Article 4     Special Meetings.................................................2

Article 5     Notice...........................................................2

        5.1   Notice of Stockholders' Meetings.................................2
        5.2   Advance Notice of Stockholder Nominees...........................2
        5.3   Advance Notice of Stockholder Business...........................3

Article 6     Waiver; Consent; Ratification....................................4

        6.1   Waiver of Notice.................................................4
        6.2   No Consent of Stockholders In Lieu of Meeting....................4
        6.3   Ratification and Approval of Actions at Special Meetings.........4

Article 7     Quorum of Stockholders...........................................5

Article 8     Proxy and Voting.................................................5

Article 9     Board of Directors...............................................6

Article 10    Powers of Directors..............................................6

Article 11    Meetings and Consents............................................6

        11.1  Meetings.........................................................6
        11.2  Telephonic/Electronic Meetings...................................7
        11.3  Consent to Action................................................7


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Article 12    Quorum of Directors..............................................7

Article 13    Limitations of Power.............................................7

Article 14    Committees.......................................................8

        14.1  Committees of Directors..........................................8
        14.2  Committee Minutes................................................8
        14.3  Meetings and Action of Committees................................8

Article 15    Officers.........................................................9

Article 16    Eligibility of Officers..........................................9

Article 17    Additional Officers and Agents...................................9

Article 18    Chief Executive Officer..........................................9

Article 19    Chief Financial Officer.........................................10

Article 20    Secretary.......................................................10

Article 21    Treasurer.......................................................10

Article 22    Resignations and Removals.......................................11

Article 23    Vacancies.......................................................11

Article 24    Certificates of Stock...........................................11

Article 25    Transfer of Stock...............................................12

Article 26    Indemnity.......................................................12

        26.1  Indemnification of Officers and Directors in Advance............12
        26.2  Indemnification of Employees and Agents.........................13


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        26.3  Indemnity Not Exclusive.........................................13
        26.4  Indemnification for Successful Defense..........................13
        26.5  Continuing Right to Indemnification.............................14
        26.6  Insurance and Other Financial Arrangements......................14

Article 27    Transfer Books and Record Dates.................................14

        27.1  Record Date for Notice and Voting...............................14
        27.2  Record Date for Purposes Other Than Notice and Voting...........15

Article 28    Loss of Certificates............................................15


Article 29    Corporate Authority.............................................15

        29.1  Checks; Drafts; Evidences of Indebtedness.......................15
        29.2  Corporate Contracts and Instruments;  How Executed..............15

Article 30    Amendments......................................................16


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<PAGE>

                                     BYLAWS

                                       OF

                      CATAPULT COMMUNICATIONS CORPORATION,
                              a Nevada corporation

                          Amended on September 17, 1999

                                    Article 1

                                Corporate Offices

      1.1 Principal Office

      The principal office of the corporation shall be located at 160 South
Whisman Road Mountain View, CA 94041, unless and until otherwise decided by the
Board of Directors, who may fix the location of the principal office of the
corporation at any place within or outside the State of Nevada. If the principal
office is located outside the State of Nevada and the corporation has one or
more business offices in the State of Nevada, then the board of directors shall
fix and designate a principal business office in the State of Nevada.

      1.2 Other Offices

      The board of directors may at any time establish branch or subordinate
offices at any place or places where the corporation is qualified to do
business.

                                    Article 2

                             Stockholders' Meetings

      All meetings of stockholders shall be held either at the principal office
of the corporation or at any other place within or without the State of Nevada
or the United States as the Board of Directors or any person authorized to call
such meeting or meetings may designate.

                                    Article 3

                                 Annual Meetings

      The annual meeting of the stockholders of the corporation shall be held on
the first Friday of May in each year at 2:00 p.m., or on such other date and
time designated by the Board of Directors. In the event that such annual meeting
is omitted by oversight or otherwise on the date herein provided for, the


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directors shall cause a meeting in lieu thereof to be held as soon thereafter as
conveniently may be, and any business transacted or elections held at such
meeting shall be as valid as if transacted or held at the annual meeting. Such
subsequent meeting shall be called in the same manner as provided for the annual
stockholders' meeting.

                                   Article 4

                                Special Meetings

      Except as otherwise provided by law, special meetings of the stockholders
of this corporation shall be held whenever called by the president or by a
majority of the Board of Directors or whenever one or more stockholders who are
entitled to vote and who hold at least ten percent (10%) of the capital stock
issued and outstanding shall make written application therefor to the secretary
stating the time, place, and purpose of the meeting called for.

                                    Article 5

                                     Notice

      5.1 Notice of Stockholders' Meetings

      Notice of all stockholders' meetings stating the time and the place, and
the objects for which such meetings are called, shall be given by the president
or secretary or by any one or more stockholders entitled to call a special
meeting of the stockholders or any such other person or persons as the Board may
designate, by mail not less than ten (10), nor more than sixty (60) days prior
to the date of the meeting, to each stockholder of record at his or her address
as it appears on the stock books of the corporation, unless he or she shall have
filed with the secretary of the corporation a written request that notice
intended for him or her be mailed to some other address, in which case it shall
be mailed to the address designated in such request. The person giving such
notice shall make an affidavit in relation thereto.

      Any meeting of which all stockholders shall at any time waive or have
waived notice in writing shall be a legal meeting for the transaction of
business, notwithstanding that notice has not been given as hereinbefore
provided.

      5.2 Advance Notice of Stockholder Nominees

      Nominations of persons for election to the Board of Directors of the
corporation may be made at a meeting of stockholders by or at the discretion of
the Board of Directors or by any stockholder of the corporation entitled to vote
in the election of directors at the meeting who complies with the notice
procedures set forth in this Section. Such nominations, other than those made by
or at the direction of the Board of Directors, shall be made pursuant to timely
notice in writing to the secretary of the corporation. To be timely, a
stockholder's notice must be delivered to


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or mailed and received at the principal executive offices of the corporation not
less than forty five (45) days prior to the date on which the corporation first
mailed proxy materials for the prior years annual meeting; provided, however,
that if the corporation's annual meeting of stockholders occurs on a date more
than thirty (30) days earlier or later than the corporation's prior year's
annual meeting, then the corporation's board of directors shall determine a date
a reasonable period prior to the corporation's annual meeting of stockholders by
which date the stockholder's notice must be delivered and publicize such date in
a filing pursuant to the Securities Exchange Act of 1934, as amended, or via
press release. Such publication shall occur at least ten (10) days prior to the
deadline date for stockholder nominations set by the Board of Directors. Such
stockholder's notice shall set forth (a) as to each person, if any, whom the
stockholder proposes to nominate for election or re-election as a director: (i)
the name, age, business address and residence address of such person, (ii) the
principal occupation or employment of such person, (iii) the class and number of
shares of the corporation which are beneficially owned by such person, (iv) any
other information relating to such person that is required by law to be
disclosed in solicitations of proxies for election of directors, and (v) such
person's written consent to being named as a nominee and to serving as a
director if elected; and (b) as to the stockholder giving the notice: (i) the
name and address, as they appear on the corporation's books, of such
stockholder, and (ii) the class and number of shares of the corporation which
are beneficially owned by such stockholder, and (iii) a description of all
arrangements or understandings between such stockholder and each nominee and any
other person or persons (naming such person or persons) relating to the
nomination. At the request of the Board of Directors any person nominated by the
Board for election as a director shall furnish to the secretary of the
corporation that information required to be set forth in the stockholder's
notice of nomination which pertains to the nominee. No person shall be eligible
for election as a director of the corporation unless nominated in accordance
with the procedures set forth in this Section. The chairman of the meeting
shall, if the facts warrant, determine and declare at the meeting that a
nomination was not made in accordance with the procedures prescribed by these
Bylaws, and if he or she should so determine, he or she shall so declare at the
meeting and the defective nomination shall be disregarded.

      5.3 Advance Notice of Stockholder Business

      At the annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be: (a) as specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors, (b) otherwise properly brought before the meeting by or
at the direction of the Board of Directors, or (c) otherwise properly brought
before the meeting by a stockholder. Business to be brought before an annual
meeting by a stockholder shall not be considered properly brought if the
stockholder has not given timely notice thereof in writing to the secretary of
the corporation. To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the corporation not
less than forty-five (45) days prior to the date on which the corporation first
mailed proxy materials for the prior year's annual meeting; provided, however,
that if the corporation's annual meeting of stockholders occurs on a date more
than thirty (30) days earlier or later than the corporation's prior year's
annual meeting, then the corporation's board of directors shall determine a date
a reasonable period prior to the corporation's annual meeting of stockholders by
which date the stockholder's notice must be delivered and


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<PAGE>

publicize such date in a filing pursuant to the Securities Exchange Act of 1934,
as amended, or via press release. Such publication shall occur at least ten (10)
days prior to the deadline date for stockholder proposals set by the Board of
Directors. A stockholder's notice to the secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting: (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii) the name
and address of the stockholder proposing such business, (iii) the class and
number of shares of the corporation, which are beneficially owned by the
stockholder, (iv) any material interest of the stockholder in such business, and
(v) any other information that is required by law to be provided by the
stockholder in his or her capacity as a proponent of a stockholder proposal.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
conducted at any annual meeting except in accordance with the procedures set
forth in this Section. The chairman of the annual meeting shall, if the facts
warrant, determine and declare at the meeting that business was not properly
brought before the meeting and in accordance with the provisions of this
Section, and, if he or she should so determine, he or she shall so declare at
the meeting that any such business not properly brought before the meeting shall
not be transacted.

                                    Article 6

                          Waiver; Consent; Ratification

      6.1 Waiver of Notice

      Whenever any notice whatsoever is required to be given by these Bylaws, or
the Articles of Incorporation of this corporation, or any of the corporation
laws of the State of Nevada, a waiver thereof in writing, signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.

      6.2 No Consent of Stockholders In Lieu of Meeting

      No action which may be taken by the vote of stockholders at a meeting may
be taken without a meeting by the written consent of stockholders.

      6.3 Ratification and Approval of Actions at Special Meetings

      Whenever all persons entitled to vote at any meeting, whether of directors
or stockholders, consent, either by a writing on the record of the meeting or
filed with the secretary, or presence at such meeting and oral consent entered
on the minutes, or taking part in the deliberations at such meeting without
objection, the doings of such meeting shall be valid as if such meeting was
regularly called and noticed. At such meeting any business may be transacted
which is not excepted from the written consent or to the consideration of which
no objection for want of notice is made at the time.

      If any meeting be irregular for want of notice or of consent, provided a
quorum was present at such meeting, the proceedings of the meeting may be
ratified and approved and rendered likewise valid


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<PAGE>

and the irregularity or defect therein waived by a writing signed by all parties
having the right to vote at such meeting. Such consent or approval of
stockholders or creditors may be by proxy or attorney, but all such proxies and
powers of attorney must be in writing.

                                    Article 7

                             Quorum of Stockholders

      Except as hereinafter provided or otherwise provided by the Articles of
Incorporation or bylaw, at any meeting of the stockholders, the holders of a
majority of the stock issued, outstanding and entitled to vote thereat,
represented by stockholders in person or by proxy, shall constitute a quorum.
When a quorum is present at any meeting, a majority vote of the shares present
shall decide any question brought before such meeting, unless the question is
one upon which by express provision of law or of the Articles of Incorporation
or of these Bylaws a larger or different vote is required, in which case such
express provision shall govern and control the decision of such question.

                                    Article 8

                                Proxy and Voting

      Stockholders of record may vote at any meeting either in person or by
proxy or proxies appointed by a signed and executed instrument in writing, or by
telegram, cablegram, or other means of electronic transmission or copy thereof,
provided that the validity of such transmission can be determined by reference
to information set forth thereon. Such instrument or transmission shall be filed
with the secretary of the meeting before being voted. In the event that any such
instrument or transmission shall designate two or more persons to act as
proxies, a majority of such persons present at the meeting, or, if only one
shall be present, then that one, shall have and may exercise all of the powers
conferred by such instrument or transmission upon all of the persons so
designated unless such instrument or transmission shall otherwise provide.

      No proxy shall be valid after the expiration of six (6) months from the
date of its execution unless coupled with an interest, or unless the person
executing it specifies therein the length of time for which it is to continue in
force, which in no case shall exceed seven (7) years from the date of its
execution. Subject to the above, any proxy duly executed is not revoked and
continues in full force and effect until an instrument revoking it or a duly
executed proxy bearing a later date is filed with the secretary of the
corporation.


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                                    Article 9

                               Board of Directors

      The Board of Directors shall be chosen by ballot at the annual meeting of
the stockholders or at any meeting held in place thereof as provided by law. The
authorized number of directors of this corporation shall be five (5). Subject to
any limitation set forth in the provisions of the Articles of Incorporation, the
Board of Directors may, by resolution adopted, increase or decrease the number
of the directors of this corporation, provided that no such reduction of the
authorized number of directors shall have the effect of removing any director
before that director's term of office expires.

      Each director shall serve until the next annual meeting of the
stockholders and until his or her successor is duly elected and qualified.
Directors need not be stockholders in the corporation. Directors shall be over
the age of eighteen (18).

                                   Article 10

                               Powers of Directors

      In the management and control of the property, business, and affairs of
the corporation, the Board of Directors is hereby vested with all the powers
possessed by the corporation itself, so far as this delegation of authority is
not inconsistent with the Nevada General Corporation Law, with the Articles of
Incorporation of the corporation, or with these Bylaws. The Board of Directors
may fix the compensation of directors for services in any capacity.

                                   Article 11

                              Meetings and Consents

      11.1 Meetings

      Regular meetings of the Board of Directors shall be held at such places
and at such times as the Board by vote may determine, and if so determined no
notice thereof need be given. Special meetings of the Board of Directors may be
held at any time or place, whenever called by the president, a vice-president,
the treasurer, the secretary, an assistant secretary or two directors, notice
thereof being given to each director by the secretary or an assistant secretary
or an officer calling the meeting, or at any time without formal notice provided
all the directors are present or those not present shall waive or have waived
notice thereof. Notice of special meetings, stating the time and place thereof,
shall be given by mailing the same to each director at his or her residence or
business address at least four (4) days before the meeting, or by delivering the
same to him or her personally or telegraphing the same to him or her at his or
her residence or business address not later than forty-eight (48) hours before
the time at which the meeting is to be held, unless, in case of emergency, the
chairman of the Board of Directors or the president shall prescribe a shorter
notice to be given personally or by telegraphing each director at his or


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her residence or business address.

      11.2 Telephonic/Electronic Meetings

      Members of the Board of Directors or the governing body of the
corporation, or of any committee designated by such Board or body, may
participate in a meeting of such Board, body, or committee by means of a
conference telephone network, or a similar communications method by which all
persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this subsection constitutes presence in person at such
meeting.

      11.3 Consent to Action

      Any action required or permitted to be taken at any meeting of the Board,
body or committee may be taken without a meeting if, before or after such
action, a written consent thereto is signed by all members of the Board, body,
or committee. Such written consent shall be filed with the minutes of the
proceedings of the Board, body, or committee.

                                   Article 12

                               Quorum of Directors

      Unless the Articles of Incorporation or these Bylaws provide for a
different proportion, a majority of members of the Board of Directors of the
corporation, at a meeting duly assembled, shall constitute a quorum for the
transaction of business. When a quorum is present at any meeting, the act of
directors holding a majority of the voting power of the directors present shall
be the act of the Board of Directors.

                                   Article 13

                              Limitations of Power

      The enumeration of the powers and duties of the directors in these Bylaws
shall not be construed to exclude all or any powers and duties, except insofar
as the same are expressly prohibited or restricted by the provisions of these
Bylaws or the Articles of Incorporation. The directors may exercise all other
powers and perform all such duties as may be granted by the Nevada General
Corporation Law and as do not conflict with the provisions of these Bylaws or
the Articles of Incorporation.


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<PAGE>

                                   Article 14

                                   Committees

      14.1 Committees of Directors

The Board of Directors may, by resolution passed by a majority of the whole
Board, designate one or more committees, and each committee shall have as a
member at least one (1) director and such other natural persons as the Board of
Directors may select. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. 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 he, she or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors or
in these Bylaws of the corporation, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers that may require it; but no such committee shall have the
power or authority to (i) amend the Articles of Incorporation (except that a
committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the Board of Directors
as provided in Section 78.195 of the Nevada General Corporation Law, fix the
designations and any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
corporation or the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other class
or classes of stock of the corporation or fix the number of shares of any series
of stock or authorize the increase or decrease of the shares of any series),
(ii) adopt an agreement or plan of merger, consolidation or share exchange under
the Nevada General Corporation Law, (iii) recommend to the stockholders the
sale, lease or exchange of all or substantially all of the corporation's
property and assets, (iv) recommend to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or (v) amend the Bylaws of the
corporation; and, unless the Board resolution establishing the committee, the
Bylaws or the Articles of Incorporation expressly so provide, no such committee
shall have the power or authority to declare a dividend, or to authorize the
issuance of stock.

      14.2 Committee Minutes

      Each committee shall keep regular minutes of its meetings and report the
same to the Board of Directors when required.

      14.3 Meetings and Action of Committees

      Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the provisions of these Bylaws applicable to the full
Board of Directors, with such changes in the context of those Bylaws as are
necessary to substitute the committee and its members for the Board of Directors
and its members; provided, however, that (i) the time of regular meetings of
committees may be determined either by resolution of the Board of Directors or
by resolution of the committee, and


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(ii) special meetings of committees may also be called by resolution of the
Board of Directors and that notice of special meetings of committees shall also
be given to all alternate members, who shall have the right to attend all
meetings of the committee. The Board of Directors may adopt rules not
inconsistent with the provisions of these Bylaws for the government of any
committee.

                                   Article 15

                                    Officers

      The officers of this corporation shall include, without limitation, a
president, a secretary, and a treasurer. The Board of Directors, in its
discretion, may elect a chairman of the Board of Directors, who, when present,
shall preside at all meetings of the Board of Directors, and who shall have such
other powers as the Board shall prescribe.

      The officers of the corporation shall be elected by the Board of Directors
after its election by the stockholders, and a meeting may be held without notice
for this purpose immediately after the annual meeting of the stockholders and at
the same place. Any person may hold two or more offices at once.

                                   Article 16

                             Eligibility of Officers

      The chairman of the Board of Directors need not be a stockholder. The
president, secretary, treasurer, and such other officers as may be elected or
appointed need not be stockholders or directors of the corporation. Any person
may hold more than one office, provided the duties thereof can be consistently
performed by the same person.

                                   Article 17

                         Additional Officers and Agents

      The Board of Directors, at its discretion, may appoint one or more vice
presidents, assistant secretaries, assistant treasurers, and such other officers
or agents as it may deem advisable, and prescribe the duties thereof.

                                   Article 18

                             Chief Executive Officer

      The chief executive officer shall be the president of the corporation and,
when present, shall preside at all meetings of the stockholders and, unless a
chairman of the Board of Directors has been


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elected and is present, shall preside at meetings of the Board of Directors. The
president, unless some other person is specifically authorized by vote of the
Board of Directors, shall sign all certificates of stock, bonds, deeds,
mortgages, extension agreements, modification of mortgage agreements, leases,
and contracts of the corporation. He or she shall perform all of the duties
commonly incident to his or her office and shall perform such other duties as
the Board of Directors shall designate.

                                   Article 19

                             Chief Financial Officer

      The chief financial officer shall keep and maintain, or cause to be kept
and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares. He or she shall perform all of the duties
commonly incident to his or her office and such other duties as the Board of
Directors shall designate. The books of account shall at all reasonable times be
open to inspection by any director.

                                   Article 20

                                    Secretary

      The secretary shall keep accurate minutes of all meetings of the
stockholders and the Board of Directors, and shall perform all the duties
commonly incident to his or her office, and shall perform such other duties and
have such other powers as the Board of Directors shall designate. The secretary
shall have power, together with the president, to sign certificates of stock of
the corporation. In his or her absence at the meeting an assistant secretary or
a secretary pro tempore shall perform his or her duties.

                                   Article 21

                                    Treasurer

      The treasurer, subject to the order of the Board of Directors, shall have
the care and custody of the money, funds, valuable papers, and documents of the
corporation (other than his or her own bond, if any, which shall be in the
custody of the president), and shall have and exercise, under the supervision of
the Board of Directors, all the powers and duties commonly incident to his or
her office, and shall give bond in such form and with such sureties as shall be
required by the Board of Directors. He or she shall deposit all funds of the
corporation in such bank or banks, trust company or trust companies, or with
such firm or firms, doing a banking business, as the directors shall designate.
He or she may endorse for deposit or collection all checks and notes payable to
the corporation or to its order, may accept drafts on behalf of the corporation,
and together with the president may sign certificates of stock. He or she shall
keep accurate books of account of the corporation's transactions which shall be
the property of the


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<PAGE>

corporation, and, together with all property in his or her possession, shall be
subject at all times to the inspection and control of the Board of Directors.

      All checks, drafts, notes, or other obligations for the payment of money
shall be signed by such officer or officers or agent or agents as the Board of
Directors shall by general or special resolution direct. The Board of Directors
may also in its discretion require, by general or special resolutions, that
checks, drafts, notes, and other obligations for the payment of money shall be
countersigned or registered as a condition to their validity by such officer or
officers or agent or agents as shall be directed in such resolution.

                                   Article 22

                            Resignations and Removals

      Any director or officer of the corporation may resign at any time by
giving written notice to the corporation, to the Board of Directors, or to the
chairman of the Board, or to the president, 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 therein, upon its acceptance by the
Board of Directors.

      Any director may be removed from office by the vote of stockholders
representing not less than two-thirds (2/3) of the issued and outstanding
capital stock entitled to voting power.

                                   Article 23

                                    Vacancies

      Vacancies in the Board of Directors, including those caused by an increase
in the number of directors, may be filled by a majority of the remaining
directors, though less than a quorum. Vacancies in the Board of Directors may be
filled for the unexpired term by the stockholders at a meeting called for that
purpose, unless such vacancy shall have been filled by the directors. Vacancies
resulting from an increase in the number of directors may be filled in the same
manner.

                                   Article 24

                              Certificates of Stock

      Every stockholder shall be entitled to a certificate or certificates of
the capital stock of the corporation in such form as may be prescribed by the
Board of Directors, duly numbered and sealed with the corporate seal of the
corporation and setting forth the number and kind of shares. Such certificates
shall be signed by the president and by the treasurer or an assistant treasurer
or the secretary or an assistant secretary.


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                                   Article 25

                                Transfer of Stock

      Unless further limited by the Articles of Incorporation, shares of stock
may be transferred by delivery of the certificate accompanied either by an
assignment in writing on the back of the certificate or by a written power of
attorney to sell, assign, and transfer the same on the books of the corporation,
signed by the person appearing by the certificate to be the owner of the shares
represented thereby, together with all necessary federal and state transfer tax
stamps affixed and shall be transferable on the books of the corporation upon
surrender thereof so assigned or endorsed. The person registered on the books of
the corporation as the owner of any shares of stock shall be entitled to all the
rights of ownership with respect to such shares. It shall be the duty of every
stockholder to notify the corporation of his or her post office address.

                                   Article 26

                                    Indemnity

      26.1 Indemnification of Officers and Directors in Advance

      The corporation shall, to the maximum extent and in the manner permitted
by Section 78.751 of the Nevada General Corporation Law, indemnify each of its
directors and officers against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, except an action by or
in the right of the corporation. For purposes of this Article, an "officer" or
"director" of the corporation includes any person (i) who is or was a director
or officer of the corporation, (ii) is or was serving at the request of the
corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, or (iii) was a director or officer of a
corporation which was a predecessor corporation of the corporation or of another
enterprise at the request of such predecessor corporation.

      The corporation shall, to the maximum extent permitted by Section 78.751
of the Nevada General Corporation Law, 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 he is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, or was a director or officer of a
corporation which was a predecessor corporation of the corporation or of another
enterprise at the request of such predecessor corporation against expenses,
including amounts paid in settlement and attorneys' fees.

      The corporation shall pay the expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding as they are incurred
and in advance of the final disposition of the


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<PAGE>

action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to be indemnified
by the corporation.

      26.2 Indemnification of Employees and Agents

      The corporation shall have the power, to the maximum extent and in the
manner permitted by Section 78.751 of the Nevada General Corporation Law, to
indemnify each of its employees and agents against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation. For
purposes of this Article, an "employee" or "agent" of the corporation includes
any person (i) who is or was an employee or agent of the corporation, (ii) is or
was serving at the request of the corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or (iii) was
an employee or agent of a corporation which was a predecessor corporation of the
corporation or of another enterprise at the request of such predecessor
corporation.

      The corporation shall have the power, to the maximum extent and in the
manner permitted by Section 78.751 of the Nevada General Corporation Law, to
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 he is
or was an employee or agent of the corporation, or is or was serving at the
request of the corporation as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or was an employee or
agent of a corporation which was a predecessor corporation of the corporation or
of another enterprise at the request of such predecessor corporation against
expenses, including amounts paid in settlement and attorneys' fees.

      26.3 Indemnity Not Exclusive

      The indemnification provided by this Article shall not be deemed exclusive
of any other rights to which those seeking indemnification may be entitled under
the Articles of Incorporation, any Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in an official capacity
and as to action in another capacity while holding such office.

      26.4 Indemnification for Successful Defense

      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 subsections 1 and 2 of Section 78.751
of the Nevada General Corporation Law, or in defense of any claim, issue or
matter therein, he or she must be indemnified by the corporation against
expenses, including attorneys' fees, actually and reasonably incurred by him or
her in connection with the defense.


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<PAGE>

      26.5 Continuing Right to Indemnification

      The indemnification and advancement of expenses authorized in or ordered
by a court pursuant to Section 78.751 of the Nevada General Corporation Law
continues for a person who has ceased to be a director, officer, employee or
agent and inures to the benefit of the heirs, executors and administrators of
such a person.

      26.6 Insurance and Other Financial Arrangements

      The corporation shall have the power, to the maximum extent and in the
manner permitted by Section 78.752 of the Nevada General Corporation Law, to
purchase and maintain insurance or make other financial arrangements 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, or was a director, officer, employee or
agent of a corporation which was a predecessor corporation of the corporation or
of another enterprise at the request of such predecessor corporation for any
liability asserted against him and liability and expenses incurred by him in his
capacity as a director, officer, employee or agent, or arising out of his status
as such, whether or not the corporation has the authority to indemnify him
against such liability and expenses.

                                   Article 27

                         Transfer Books and Record Dates

      27.1 Record Date for Notice and Voting

      The Board of Directors may prescribe a period not exceeding sixty (60)
days before any meeting of the stockholders during which no transfer of stock on
the books of the corporation may be made, or may fix a day not more than sixty
(60) days before the holding of any such meeting as the day as of which
stockholders entitled to notice of and to vote at such meetings must be
determined. Only stockholders of record on that day are entitled to notice or to
vote at such meeting.

      If the Board of Directors does not so fix a record date:

            (1) the record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of business on
the business day next preceding the day on which notice is given or, if notice
is waived, at the close of business on the business day next preceding the day
on which the meeting is held; and

            (2) the record date for determining stockholders entitled to give
consent to corporate action in writing without a meeting, (i) when no prior
action by the board has been taken, shall be the day on which the first written
consent is given, or (ii) when prior action by the board has been taken, shall
be at the close of business on the day on which the board adopts the resolution
relating to that action, or the sixtieth (60th) day before the date of such
other action, whichever is later.


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<PAGE>

      27.2 Record Date for Purposes Other Than Notice and Voting

      For purposes of determining the stockholders entitled to receive payment
of any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any other lawful
action (other than action by stockholders by written consent without a meeting),
the Board of Directors may fix, in advance, a record date, which shall not be
more than sixty (60) days before any such action. In that case, only
stockholders of record at the close of business on the date so fixed are
entitled to receive the dividend, distribution or allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any transfer of any
shares on the books of the corporation after the record date so fixed, except as
otherwise provided in the Nevada General Corporation Law. If the Board of
Directors does not so fix a record date, then 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 applicable resolution or the sixtieth (60th) day
before the date of that action, whichever is later.

                                   Article 28

                              Loss of Certificates

      In case of loss, mutilation, or destruction of a certificate of stock, a
duplicate certificate may be issued upon such terms as the Board of Directors
shall prescribe.

                                   Article 29

                               Corporate Authority

      29.1 Checks; Drafts; Evidences of Indebtedness

      From time to time, the board of directors shall determine by resolution
which person or persons may sign or endorse all checks, drafts, other orders for
payment of money, notes or other evidences of indebtedness that are issued in
the name of or payable to the corporation, and only the persons so authorized
shall sign or endorse those instruments.

      29.2 Corporate Contracts and Instruments; How Executed

      The board of directors, except as otherwise provided in these Bylaws, may
authorize any officer or officers, or agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation; such authority may be general or confined to specific instances.
Unless so authorized or ratified by the board of directors or within the agency
power of an officer, 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 for any amount.


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<PAGE>

                                   Article 30

                                   Amendments

      The Bylaws of the corporation, regardless of whether made by the
stockholders or by the Board of Directors, may be amended, added to, or repealed
by the stockholders of the issued and outstanding capital stock of this
corporation, at any meeting of the stockholders, provided notice of the proposed
change is given in the notice of meeting, or notice thereof is waived in
writing.

      Subject to the Bylaws, if any, adopted by the stockholders of the issued
and outstanding capital stock of this corporation, the Board of Directors may
amend, add to, or repeal the Bylaws of the corporation.


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