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                                                                     EXHIBIT 3.2

                                   As amended March 21, 1984
                                   As amended February 18, 1987
                                   As amended June 9, 1992
                                   As amended November 18, 1997

                                    BY-LAWS
                                    -------

                             MILLITECH CORPORATION


                                   ARTICLE I
                                  -----------

                                 STOCKHOLDERS
                                --------------

     1. Place of Meetings. All meetings of stockholders shall be held within
        -----------------
Massachusetts unless the Articles of Organization permit the holding of
stockholder meetings outside Massachusetts, in which event such meetings may be
held either within or without Massachusetts. Meetings of stockholders shall be
held at the principal office of the corporation unless a different place is
fixed by the Directors or the President and stated in the notice of the meeting.

     2. Annual Meetings. The annual meeting of stockholders shall be held on the
        ---------------
last Monday in April in each year (or if that be a legal holiday in the place
where the meeting is to be held, on the next succeeding full business day) at
ten o'clock a.m., unless a different hour and date (which date shall be within
six months after the end of the fiscal year of the corporation) is fixed by the
Directors or the President and stated in the notice of the meeting. The purposes
for which the annual meeting is to be held, in addition to those prescribed by
law, by the Articles of Organization or by these By-Laws, may be specified by
the Directors or the President. If no annual meeting is held in accordance with
the foregoing provisions, a special meeting may be held in lieu thereof and any
action taken at such meeting shall have the same effect as if taken at the
annual meeting.

     3. Special Meetings. Special meetings of stockholders may be called by the
        ----------------
President or by the Directors. Upon written application of one or more
stockholders who are entitled to vote and who hold at least ten percent (10%) of
the capital stock entitled to vote at the meeting, special meetings shall be
called by the Clerk, or in case of the death, absence, incapacity or refusal of
the Clerk, by any other officer.

     4. Notice of Meetings. A written notice of every meeting of stockholders,
        ------------------
stating the place, date and hour thereof and the purposes for which the meeting
is to be held, shall be given by the Clerk or other person calling the meeting
at least seven (7) days before the meeting to each stockholder entitled to vote
thereat and to each stockholder who, by law, by the Articles of

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Organization or by these By-Laws, is entitled to such notice, by leaving such
notice with him or at his residence or usual place of business, or by mailing it
postage prepaid and addressed to him at his address as it appears upon the books
of the corporation. Whenever any notice is required to be given to a stockholder
by law, by the Articles of Organization or by these By-Laws, no such notice need
be given if a written waiver of notice, executed before or after the meeting by
the stockholder or his attorney thereunto duly authorized, is filed with the
records of the meeting.

     5. Quorum. Unless the Articles of Organization otherwise provide, a
        ------
majority in interest of all stock issued, outstanding and entitled to vote on
any matter shall constitute a quorum with respect to that matter; except that if
two or more classes of stock are outstanding and entitled to vote as separate
classes, then in the case of each such class a quorum shall consist of a
majority in interest of the stock of that class issued, outstanding and entitled
to vote.

     6.  Adjournments. Any meeting of stockholders may be adjourned to any
         ------------
other time and to any other place at which a meeting of stockholders may be held
under these By-Laws by the stockholders present or represented at the meeting,
although less than a quorum, or by any officer entitled to preside or to act as
Clerk of such meeting, if no stockholder is present. It shall not be necessary
to notify any stockholder of any adjournment. Any business which could have
been transacted at any meeting of the stockholders as originally called may be
transacted at any adjournment thereof.

     7.  Voting and Proxies. Each stockholder shall have one vote for each
         ------------------
share of stock entitled to vote held by him of record according to the records
of the corporation, and a proportionate vote for a fractional share so held by
him, unless otherwise provided by the Articles of Organization. Stockholders may
vote either in person or by written proxy dated not more than six (6) months
before the meeting named therein. Proxies shall be filed with the Clerk of the
meeting or of any adjournment thereof before being voted. Except as otherwise
limited therein, proxies shall entitle the persons named therein to vote at any
adjournment of such meeting but shall not be valid after final adjournment of
such meeting. A proxy with respect to stock held in the name of two or more
persons shall be valid if executed by one of them unless, at or prior to
exercise of the proxy, the corporation receives a specific written notice to the
contrary from any one of them. A proxy purported to be executed by or on behalf
of a stockholder shall be deemed valid unless challenged at or prior to its
exercise.

     8. Action at Meeting. When a quorum is present, the holders of a majority
        -----------------
of the stock present or represented and voting on a matter (or if there are two
or more classes of stock entitled to vote as separate classes, then in the case
of each such class the


                                      -2-
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holders of a majority of the stock of that class present or represented and
voting on a matter), except where a larger vote is required by law, by the
Articles of Organization or by these By-Laws, shall decide any matter to be
voted on by the stockholders. Any election by stockholders shall be determined
by a plurality of the votes cast by the stockholders entitled to vote at the
election. No ballot shall be required for such election unless requested by a
stockholder present or represented at the meeting and entitled to vote in the
election. The corporation shall not directly or indirectly vote any share of its
stock.

     9. Inspectors of Election. The Board of Directors, in advance of any
        ----------------------
meeting of stockholders, may appoint one or more inspectors to act at the
meeting or any adjournment thereof. If inspectors are not so appointed, the
person presiding at the meeting may, and on the request of any stockholder
entitled to vote thereat shall, appoint one or more inspectors. In case any
person appointed fails to appear or act, the vacancy may be filled by
appointment made by the Board in advance of the meeting or at the meeting by the
person presiding thereat. Each inspector, before entering upon the discharge of
his duties, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of
his ability. No director or officer of the corporation shall be eligible to act
as an inspector of an election of directors of such corporation.

        The inspectors shall determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all Stockholders. On request of the person presiding at
the meeting or any stockholder entitled to vote thereat, the inspectors shall
make a report in writing of any challenge, question or matter determined by them
and execute a certificate of any fact found by them.

     10. Action Without Meeting. Any action to be taken by stockholders may be
         ----------------------
taken without a meeting if all stockholders entitled to vote on the matter
consent to the action by a writing filed with the records of the meetings of
stockholders. Such consent shall be treated for all purposes as a vote at a
meeting.

                                  ARTICLE II
                                  ----------

                                  DIRECTORS
                                  ---------

     1. Powers. The business of the corporation shall be managed by a Board of
        ------
Directors who may exercise all the powers of the


                                      -3-
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corporation except as otherwise provided by law, by the Articles of
Organization, or by these By-Laws. In the event of a vacancy in the Board of
Directors, the remaining Directors, except as otherwise provided by law, may
exercise the powers of the full Board until the vacancy is filled.

     2. Election. A Board of Directors consisting of seven (7) persons shall be
        --------
elected by the stockholders at the annual meeting or any special meeting in lieu
thereof.

     3. Vacancies. Any vacancy in the Board of Directors, including a vacancy
        ---------
resulting from the enlargement of the Board, unless and until filled by the
stockholders, may be filled by the Directors.

     4. Enlargement of the Board. The number of the Board of Directors may be
        ------------------------
increased and one or more additional Directors elected at any special meeting of
the stockholders.

     5. Tenure. Except as otherwise provided by law, by the Articles of
        ------
Organization, or by these By-Laws, Directors shall hold office until the next
annual meeting of stockholders and thereafter until their successors are chosen
and qualified. Any Director may resign by delivering his written resignation to
the corporation at its principal office or to the President, Clerk or Secretary.
Such resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.

     6. Removal. A Director may be removed from office (a) with or without cause
        -------
by vote of a majority of the stockholders entitled to vote in the election of
Directors, provided that the Directors of a class elected by a particular class
of stockholders may be removed only by the vote of the holders of a majority of
the shares of such class, or (b) for cause by vote of a majority of the
Directors then in office. A Director may be removed for cause only after
reasonable notice and opportunity to be heard before the body proposing to
remove him.

     7. Meetings. Regular meetings of the Directors may be held without call or
        --------
notice at such places, within or without Massachusetts, and at such times as the
Directors may from time to time determine, provided that any Director who is
absent when such determination is made shall be given notice of the
determination. A regular meeting of the Directors may be held without a call or
notice at the same place as the annual meeting of stockholders or the special
meeting held in lieu thereof, following such meeting of stockholders.

        Special meetings of the Directors may be held at any time and place,
within or without Massachusetts, designated in a call by the President,
Treasurer or two or more Directors.

                                      -4-
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     8. Notice of Special Meetings. Notice of all special meetings of the
        --------------------------
Directors shall be given to each Director by the Secretary, or if there be no
Secretary by the Clerk or Assistant Clerk, or in case of the death, absence,
incapacity or refusal of such persons, by the officer or one of the Directors
calling the meeting. Notice shall be given to each Director in person or by
telephone or by telegram sent to his business or home address at least fory-
eight (48) hours in advance of the meeting, or by written notice mailed to his
business or home address at least seventy-two (72) hours in advance of the
meeting. Notice need not be given to any Director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any Director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. A notice or waiver of
notice of a Directors' meeting need not specify the purposes of the meeting.

     9. Quorum. At any meeting of the Directors, a majority of the Directors
        ------
then in office shall constitute a quorum. Less than a quorum may adjourn any
meeting from time to time without further notice.

     10. Action at Meeting. At any meeting of the Directors at which a quorum
         -----------------
is present, the vote of a majority of those present, unless a different vote is
specified by law, by the Articles of Organization or by these By-Laws, shall be
sufficient to take any action.

     11. Meeting by Conference. Members of the Board or any committee designated
         ---------------------
thereby may participate in a meeting of such Board or committee by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other at the same time and
participation by such means shall constitute presence in person at a meeting.

     12. Action by Consent. Any action by the Directors may be taken without a
         -----------------
meeting if a written consent thereto is signed by all the Directors and filed
with the records of the Directors' meetings. Such consent shall be treated as a
vote of the Directors for all purposes.

     13. Committees. The Directors may, by vote of a majority of the Directors
         ----------
then in office, elect from their number an executive committee or other
committees and may by like vote delegate thereto some or all of their powers
except those which by law, the Articles of Organization or these By-Laws, they
are prohibited from delegating. Except as the Directors may otherwise
determine, any such committee may make rules for the conduct of its business
but, unless otherwise provided by the Directors or in such rules, its business
shall be conducted as nearly as may be in the same manner as is provided by
these By-Laws for the Directors.

                                      -5-
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                                  ARTICLE III
                                  -----------

                                   OFFICERS
                                   --------

     1. Enumeration. The officers of the corporation shall consist of a Chief
        -----------
Executive Officer, a President, a Treasurer, a Clerk and such other officers,
including a Chairman of the Board, one or more Vice Presidents, Assistant
Treasurers, Assistant Clerks and Secretary as the Directors may determine.

     2. Election. The Chief Executive Officer, President, Treasurer and Clerk
        --------
shall be elected annually by the Directors at their first meeting following the
annual meeting of stockholders. Other officers may be appointed by the Directors
at such meeting or at any other meeting.

     3. Qualification. The President shall be a Director. No officer need be a
        -------------
stockholder. Any two or more offices may be held by the same person, provided
that the President and Clerk shall not be the same person. The Clerk shall be a
resident of Massachusetts unless the corporation has a resident agent appointed
for the purpose of service of process. Any officer may be required by the
Directors to give bond for the faithful performance of his duties to the
corporation in such amount and with such sureties as the Directors may
determine.

     4. Tenure. Except as otherwise provided by law, by the Articles of
        ------
Organization or by these By-Laws, the President, Treasurer and Clerk shall hold
office until the first meeting of the Directors following the annual meeting of
stockholders and thereafter until their successors are chosen and qualified; and
all other officers shall hold office until the first meeting of the Directors
following the annual meeting of stockholders unless a different term is
specified in the vote choosing or appointing them. Any officer may resign by
delivering his written resignation to the corporation at its principal office or
to the President, Clerk or Secretary, and such resignation shall be effective
upon receipt unless it is specified to be effective at some other time or upon
the happening of some other event.

     5. Removal. The Directors may remove any officer with or without cause by
        -------
a vote of a majority of the entire number of Directors then in office, provided
that an officer may be removed for cause only after reasonable notice and
opportunity to be heard by the Board of Directors prior to action thereon.

     6. Chairman of the Board. If the Directors appoint a Chairman of the
        ---------------------
Board, he shall, when present, preside at all meetings of the Directors and
shall have such other powers and duties as are usually vested in the office of
Chairman of the Board or as may be vested in him by the Board of Directors.

                                      -6-

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     7. Chief Executive Officer. The Chief Executive Officer of the Corporation
        -----------------------
shall, subject to the direction of the Directors, have general supervision and
control of its business.

     8. President. The President, unless designated as the Chief Executive
        ---------
Officer of the Corporation, shall be the Chief Operating Officer of the
Corporation and shall, subject to the direction of the Directors and the Chief
Executive Officer, have general supervision and control of its business. Unless
otherwise provided by the Directors, the President shall preside, when present,
at all meetings of stockholders and of the Directors (except as provided in
Section 6 of this Article III).

     9. Vice President. The Vice President or, if there shall be more than one,
        --------------
the Vice Presidents in the order determined by the Directors shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President and shall perform such other duties, and shall have such
other powers, as the Directors may from time to time prescribe.

     10. Treasurer and Assistant Treasurers. The Treasurer shall, subject to the
         ----------------------------------
direction of the Directors, have general charge of the financial affairs of the
corporation and shall cause to be kept accurate books of account. He shall have
custody of all funds, securities and valuable documents of the corporation,
except as the Directors may otherwise provide.

         The Assistant Treasurer or, if there shall be more than one, the
Assistant Treasurers in the order determined by the Directors, shall, in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties and shall have such
other powers as the Directors may from time to time prescribe.

     11. Clerk and Assistant Clerks. The Clerk shall keep a record of the
         --------------------------
meetings of stockholders. Unless a transfer agent is appointed, the Clerk shall
keep or cause to be kept in Massachusetts at the principal office of the
corporation or at his office the stock and transfer records of the corporation
in which are contained the names of all stockholders and the record address and
the amount of stock held by each.

         If there is no Secretary or Assistant Secretary, the Clerk shall keep a
record of the meetings of the Directors.

         The Assistant Clerk, or if there shall be more than one, the Assistant
Clerks in the order determined by the Directors shall, in the absence or
disability of the Clerk, perform the duties and exercise the powers of the Clerk
and shall perform such other duties, and shall have such other powers, as the
Directors may from time to time prescribe.

                                      -7-

<PAGE>

     12. Secretary and Assistant Secretaries. If a Secretary is appointed, he
         -----------------------------------
shall attend all meetings of the Directors and shall keep a record of the
meetings of the Directors. He shall, when required, notify the Directors of
their meetings and shall have such other powers, and shall perform such other
duties, as the Directors may from time to time prescribe.

         The Assistant Secretary or, if there shall be more than one, the
Assistant Secretaries in the order determined by the Directors shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform such other duties, and shall have such
other powers, as the Directors may from time to time prescribe.

     13. Other Powers and Duties. Each officer shall, subject to these By-Laws,
         -----------------------
have in addition to the duties and powers specifically set forth in these
By-Laws such duties and powers as are customarily incident to his office and
such duties and powers as the Directors may from time to time designate.

                                  ARTICLE IV
                                  ----------

                                 CAPITAL STOCK
                                 -------------
     1. Certificates of Stock. Each stockholder shall be entitled to a
        ---------------------
certificate of the capital stock of the corporation in such form as may be
prescribed from time to time by the Directors. The certificate shall be signed
by the President or a Vice President, and by the Treasurer or an Assistant
Treasurer, but when a certificate is countersigned by a transfer agent or a
registrar, other than a Director, officer or employee of the corporation, such
signatures may be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the time of its
issue.

        Every certificate for shares of stock which are subject to any
restriction on transfer pursuant to the Articles of Organization, the By-Laws or
any agreement to which the corporation is a party, shall have conspicuously
noted on the face or back of the certificate either the full text of the
restriction or a statement of the existence of such restrictions and a statement
that the corporation will furnish a copy thereof to the holder of such
certificate upon written request and without charge. Every certificate issued
when the corporation is authorized to issue more than one class or series of
stock shall set forth on its face or back either the full text of the
preferences, voting powers, qualifications and special and relative rights of
the shares of each class and series authorized to be issued, or a statement of
the existence of such preferences,

                                      -8-
<PAGE>

powers, qualifications and rights, and a statement that the corporation will
furnish a copy thereof to the holder of such certificate upon written request
and without charge.

     2. Transfers. Subject to the restrictions, if any, stated or noted on the
        ---------
stock certificates, shares of stock may be transferred on the books of the
corporation by the surrender to the corporation or its transfer agent of the
certificate therefor, properly endorsed, or accompanied by a written assignment
and power of attorney properly executed, with necessary transfer stamps affixed
and with such proof of the authenticity of signature as the corporation or its
transfer agent may reasonably require. Except as may be otherwise required by
law, by the Articles of Organization or by these By-Laws, the corporation shall
be entitled to treat the record holder of stock as shown on its books as the
owner of such stock for all purposes, including the payment of dividends and the
right to vote with respect thereto, regardless of any transfer, pledge or other
disposition of such stock, until the shares have been transferred on the books
of the corporation in accordance with the requirements of these By-Laws.

        It shall be the duty of each stockholder to notify the corporation of
his post office address and of his taxpayer identification number.

     3. Record Date. The Directors may fix in advance a time not more than sixty
        -----------
(60) days preceding the date of any meeting of stockholders, or the date for the
payment of any dividend, or the making of any distribution to stockholders, or
the last day on which the consent or dissent of stockholders may be effectively
expressed for any purpose, as the record date for determining the stockholders
having the right to notice of and to vote at such meeting, and any adjournment
thereof, or the right to receive such dividend or distribution, or the right to
give such consent or dissent. In such case only stockholders of record on such
record date shall have such right, notwithstanding any transfer of stock on the
books of the corporation after the record date. Without fixing such record date,
the Directors may for any of such purposes close the transfer books for all or
any part of such period.

     4. Replacement of Certificates. In case of the alleged loss or destruction
        ---------------------------
or the mutilation of a certificate of stock, a duplicate certificate may be
issued in place thereof upon such terms as the Directors may prescribe,
including the presentation of reasonable evidence of such loss, destruction or
mutilation, and the giving of such indemnity as the Directors may require, for
the protection of the corporation or any transfer agent or registrar.

                                      -9-
<PAGE>

     5. Issue of Capital Stock. Unless otherwise voted by the stockholders, the
        ----------------------
whole or any part of any unissued balance of the authorized capital stock of the
corporation, or the whole or any part of the capital stock of the corporation
held in its treasury, may be issued or disposed of by vote of the Directors in
such manner, for such consideration, and on such terms as the Directors may
determine.

                                   ARTICLE V
                                   ---------
                           MISCELLANEOUS PROVISIONS
                           ------------------------

     1. Fiscal Year. Except as from time to time otherwise determined by the
        -----------
Directors, the fiscal year of the corporation shall end on December 31.

     2. Seal. The seal of the corporation shall, subject to alteration by the
        ----
Directors, bear its name, the word "Massachusetts" and the year of its
incorporation.

     3. Execution of Instruments. All deeds, leases, transfers, contracts,
        ------------------------
bonds, notes and other obligations authorized to be executed by an officer of
the corporation in its behalf shall be signed by the President or the Treasurer,
except as the Directors may generally or in particular cases otherwise
determine.

     4. Voting of Securities. Except as the Directors may otherwise designate,
        --------------------
the President or Treasurer may waive notice of and act as, or appoint any person
or persons to act as, proxy or attorney-in-fact for this corporation (with or
without power of substitution) at any meeting of stockholders or shareholders of
any other corporation or organization, the securities of which may be held by
this corporation.

     5. Corporate Records. The original or attested copies of the Articles of
        -----------------
Organization, By-Laws and records of all meetings of the incorporators and
stockholders, and the stock and transfer records which shall contain the names
of all stockholders and the record address and the amount of stock held by each
shall be kept in Massachusetts at the principal office of the corporation or at
an office of its transfer agent or of the Clerk. Said copies and records need
not all be kept in the same office. They shall be available at all reasonable
times to the inspection of any stockholder for any proper purpose, but not to
secure a list of stockholders for the purpose of selling said list or copies
thereof, or of using the same for a purpose other than in the interest of the
applicant, as a stockholder, relative to the affairs of the corporation.

                                     -10-

<PAGE>

     6. Evidence of Authority. A certificate by the Clerk or Secretary or
        ---------------------
Assistant Clerk or Assistant Secretary, or a temporary Clerk or temporary
Secretary, as to any action taken by the stockholders, Directors, Executive
Committee or any officer or representative of the corporation shall, as to all
persons who rely thereon in good faith, be conclusive evidence of such action.

     7. Articles of Organization. All references in these By-Laws to the
        ------------------------
Articles of Organization shall be deemed to refer to the Articles of
Organization of the corporation as amended and in effect from time to time.

     8. Transactions With Interested Parties. In the absence of fraud, no
        ------------------------------------
contract or other transaction between this corporation and any other corporation
or any firm, association, partnership or person shall be affected or invalidated
by the fact that any Director or officer of this corporation is pecuniarily or
otherwise interested in, or is a Director, member or officer of, such other
corporation or of such firm, association or partnership, or is a party to or is
pecuniarily or otherwise interested in such contract or other transaction, or is
in any way connected with any person or persons, firm, association, partnership
or corporation pecuniarily or otherwise interested therein; provided that the
fact that he individually or as a Director, member or officer of such
corporation, firm, association or partnership is such a party or is so
interested shall be disclosed to or shall have been known by the Board of
Directors or a majority of such members thereof as shall be present at a meeting
of the Board of Directors at which action upon any such contract or transaction
shall be taken; any Director may be counted in determining the existence of a
quorum and may vote at any meeting of the Board of Directors of this corporation
for the purpose of authorizing any such contract or transaction with like force
and effect as if he were not so interested, or were not a Director, member or
officer of such other corporation, firm, association or partnership, provided
that any vote with respect to such contract or transaction must be adopted by a
majority of the Directors then in office who have no interest in such contract
or transaction.

     9. Indemnification. Each person at any time a Director, officer, employee
        ---------------
or agent of the corporation and any person who serves at its request as a
director, officer, employee or other agent of another organization, or who
serves at its request in any capacity with respect to any employee benefit plan,
including each former Director, officer, employee or agent who was such before,
on or after the date of the adoption of this By-Law shall, to the extent
permitted by law and without prejudice to any other rights he might have, be
entitled to be reimbursed by the corporation for, and indemnified by the
corporation against, all judgments, fines, penalties, costs and expenses
reasonably incurred by him in connection with or arising out of any claims made,
or any action, suit or proceeding threatened or brought against him or in which
he may be involved as a party or otherwise by reason of any action

                                     -11-
<PAGE>

alleged to have been taken or omitted by him as a Director, officer, employee or
agent, or in any capacity with respect to any employee benefit plan, whether or
not he continues to be a Director, officer, employee or agent, or to serve in
any capacity with respect to any employee benefit plan, at the time of incurring
such costs and expenses, including amounts paid or incurred by him in connection
with reasonable settlements (other than amounts paid to the corporation itself)
of any claim, action, suit or proceeding. Any rights to reimbursement and
indemnification granted under this section to any such Director, officer,
employee or agent shall extend to his heirs, executors and administrators. No
such reimbursement or indemnification shall be provided for any person with
respect to any matter as to which he shall have been adjudicated in any
proceedings not to have acted in good faith in the reasonable belief that his
action was in the best interests of the corporation, or to the extent that such
matter relates to service with respect to an employee benefit plan, in the best
interests of the participants or beneficiaries of such employee benefit plan.
Reimbursement or indemnification hereunder may, in the discretion of the Board
of Directors, include payments by the corporation of costs and expenses incurred
in defending a civil or criminal action or proceeding in advance of the final
disposition of such action or proceeding upon receipt of an undertaking by the
person indemnified to repay such payment if he shall be adjudicated to be not
entitled to indemnification hereunder, which undertaking may be accepted without
reference to the financial ability of such person to make repayment. Nothing
herein contained is intended to, or shall, prevent a settlement by the
corporation prior to final adjudication of any claim, including claims for
reimbursement or indemnification under this By-Law, against the corporation when
such settlement appears to be in the interest of the corporation. Each such
person shall, by reason of his continuing such service or accepting such
election or employment, have the right to be reimbursed and indemnified by the
corporation, as above set forth with the same force and effect as if the
corporation, to induce him to continue so to serve or to accept such election or
employment, specifically agreed in writing to reimburse and indemnify him in
accordance with the foregoing provisions of this section. No Director or officer
of the corporation shall be liable to anyone for making any determination as to
the existence or absence of liability of the corporation hereunder or for making
or refusing to make any payment hereunder in reliance upon advice of counsel.

     10. Amendments. These By-Laws may be amended or repealed new by-laws
         ----------
adopted either (a) by the stockholders at any regular or special meeting of the
stockholders by the affirmative vote of the holders of at least a majority in
interest of the capital stock then outstanding and then entitled to vote,
provided that notice of the proposed amendment or repeal and adoption stating
the change or the substance thereof shall have been given in the notice of such
meeting or in the waiver of notice with respect to such meeting, or (b) by vote
of a majority of the Board of Directors then in office, provided that (i) the
Board of Directors

                                     -12-

<PAGE>

may not amend or repeal any provision of these By-Laws which by law, by the
Articles of Organization or by these By-Laws requires action by the
stockholders, (ii) not later than the time of giving notice of the meeting of
stockholders next following the amendment or repeal of these By-Laws and
adoption of new by-laws by the Board of Directors, notice thereof stating the
change or the substance of such change shall be given to all stockholders
entitled to vote on amending these By-Laws, and (iii) any amendment or repeal of
these By-Laws by the Board of Directors and any by-law adopted by the Board of
Directors may be amended or repealed by the stockholders.

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