**Exhibit 3.2**

AMENDED AND RESTATED

BYLAWS

OF

VYYO INC.

(hereinafter called the “Corporation”)

ARTICLEI

OFFICES 

Section1. Registered Office. Theregistered office of the Corporation shall be in the City of Wilmington, Countyof New Castle, State of Delaware.

Section2. Other Offices. TheCorporation may also have offices at such other places both within and withoutthe State of Delaware as the Board of Directors may from time to timedetermine.

ARTICLE IIMEETINGS OF STOCKHOLDERS 

Section1. Place of Meetings. Meetingsof the stockholders for the election of

directors or for any other purpose shall be held at such time andplace, either within or without the State of Delaware as shall be designatedfrom time to time by the Board of Directors.

Section2. Annual Meetings. TheAnnual Meetings of Stockholders for the election of directors shall be held onsuch date and at such time as shall be designated from time to time by theBoard of Directors. Any other proper business may be transacted at the AnnualMeeting of Stockholders.

Section 3. Nature of Business at Meetings of Stockholders. No business may be transacted at an annual meeting of stockholders,other than business that is either (a) specified in the notice of meeting (orany supplement thereto) given by or at the direction of the Board of 

1

----

Directors (or any dulyauthorized committee thereof), (b) otherwise properly brought before the annualmeeting by or at the direction of the Board of Directors (or any dulyauthorized committee thereof) or (c) otherwise properly brought before theannual meeting by any stockholder of the Company (i) who is a stockholder ofrecord on the date of the giving of the notice provided for in this Section 3and on the record date for the determination of stockholders entitled to voteat such annual meeting (ii) who complies with the notice procedures set forthin this Section 3 and (iii) who otherwise meets the applicable requirements ofthe Securities Exchange Act of 1934, as amended (the “Exchange Act”) and therules and regulations promulgated thereunder.

In addition to any other applicable requirements,for business to be properly brought before an annual meeting by a stockholder,such stockholder must have given timely notice thereof in proper written formto the Secretary or Assistant Secretary of the Company.

Tobe timely, a stockholder’s notice to the Secretary or Assistant Secretary mustbe delivered to or mailed and received at the principal executive offices ofthe Company not less than sixty (60) days nor more than ninety (90) days priorto the anniversary date of the immediately preceding annual meeting ofstockholders; provided, however, that in the event that the annualmeeting is called for a date that is not within thirty (30) days before orafter such anniversary date, notice by the stockholder in order to be timelymust be so received not later than the close of business on the tenth (10th)day following the day on which such notice of the date of the annual meetingwas mailed or such public disclosure of the date of the annual meeting wasmade, whichever first occurs.

Tobe in proper written form, a stockholder’s notice to the Secretary or AssistantSecretary must set forth as to each matter such stockholder proposes to bringbefore the annual meeting (i) a brief description of the business desired to bebrought before the annual meeting and the reasons for conducting such businessat the annual meeting, (ii) the name and record 

2

----

address of such stockholder,(iii) the class or series and number of shares of capital stock of the Companywhich are owned beneficially or of record by such stockholder, (iv) adescription of all arrangements or understandings between such stockholder andany other person or persons (including their names) in connection with theproposal of such business by such stockholder and any material interest of suchstockholder in such business and (v) a representation that such stockholderintends to appear in person or by proxy at the annual meeting to bring suchbusiness before the meeting.

Nobusiness shall be conducted at the annual meeting of stockholders exceptbusiness brought before the annual meeting in accordance with the proceduresset forth in this Section 3; provided, however, that, once business hasbeen properly brought before the annual meeting in accordance with suchprocedures, nothing in this Section 3 shall be deemed to preclude discussion byany stockholder of any such business. If the chairman of an annual meetingdetermines that business was not properly brought before the annual meeting inaccordance with the foregoing procedures, the chairman shall declare to themeeting that the business was not properly brought before the meeting and suchbusiness shall not be transacted.

Section 4. Nomination of Directors. Only persons who are nominated in accordance with the followingprocedures shall be eligible for election as directors of the Company, exceptas may be otherwise provided in the Fifth Amended and Restated Certificate ofIncorporation of the Corporation, as amended or restated from time to time (the“Certificate of Incorporation”) with respect to the right of holders ofpreferred stock of the Corporation to nominate and elect a specified number ofdirectors in certain circumstances. Nominations of persons for election to theBoard of Directors may be made at any annual meeting of stockholders, or at anyspecial meeting of stockholders called for the purpose of electing directors,(a) by or at the direction of the Board of Directors (or any duly authorizedcommittee 

3

----

thereof) or (b) by anystockholder of the Company (i) who is a stockholder of record on the date ofthe giving of the notice provided for in this Section 4 and on the record datefor the determination of stockholders entitled to vote at such meeting, (ii)who complies with the notice procedures set forth in this Section 4 and (iii)who otherwise meets the applicable requirements of the Exchange Act and therules and regulations promulgated thereunder.

Inaddition to any other applicable requirements, for a nomination to be made by astockholder, such stockholder must have given timely notice thereof in properwritten form to the Secretary or Assistant Secretary of the Company.

Tobe timely, a stockholder’s notice to the Secretary or Assistant Secretary mustbe delivered to or mailed and received at the principal executive offices ofthe Company (a) in the case of an annual meeting, not less than sixty (60) daysnor more than ninety (90) days prior to the anniversary date of the immediatelypreceding annual meeting of stockholders; provided, however, that in theevent that the annual meeting is called for a date that is not within thirty(30) days before or after such anniversary date, notice by the stockholder inorder to be timely must be so received not later than the close of business onthe tenth (10th) day following the day on which such notice of the date of theannual meeting was mailed or such public disclosure of the date of the annualmeeting was made, whichever first occurs; and (b) in the case of a specialmeeting of stockholders called for the purpose of electing directors, not laterthan the close of business on the tenth (10th) day following the day on whichnotice of the date of the special meeting was mailed or public disclosure ofthe date of the special meeting was made, whichever first occurs.

Tobe in proper written form, a stockholder’s notice to the Secretary or AssistantSecretary must set forth (a) as to each person whom the stockholder proposes tonominate for election as a director (i) the name, age, business address andresidence address of the person, (ii) 

4

----

the principal occupation oremployment of the person, (iii) the class or series and number of shares ofcapital stock of the Company which are owned beneficially or of record by theperson and (iv) any other information relating to the person that would berequired to be disclosed in a proxy statement or other filings required to bemade in connection with solicitations of proxies for election of directorspursuant to Section 14 of the Exchange Act, and the rules and regulationspromulgated thereunder; and (b) as to the stockholder giving the notice (i) thename and record address of such stockholder, (ii) the class or series andnumber of shares of capital stock of the Company which are owned beneficiallyor of record by such stockholder, (iii) a description of all arrangements orunderstandings between such stockholder and each proposed nominee and any otherperson or persons (including their names) pursuant to which the nomination(s)are to be made by such stockholder, (iv) a representation that such stockholderintends to appear in person or by proxy at the meeting to nominate the personsnamed in its notice and (v) any other information relating to such stockholderthat would be required to be disclosed in a proxy statement or other filingsrequired to be made in connection with solicitations of proxies for election ofdirectors pursuant to Section 14 of the Exchange Act and the rules andregulations promulgated thereunder. Such notice must be accompanied by awritten consent of each proposed nominee to being named as a nominee and toserve as a director if elected. No person shall be eligible for election as a directorof the Company unless nominatedin accordancewith the procedures set forth in this Section 4. If the Chairman of the meetingdetermines that a nomination was not made in accordance with the foregoingprocedures, the Chairman shall declare to the meeting that the nomination wasdefective and such defective nomination shall be disregarded.

Section5. Special Meetings. Unlessotherwise required by law or by the Certificate of Incorporation of theCorporation, Special Meetings of Stockholders, for any 

5

----

purpose or purposes, maybe called by either (i) the Chairman of the Board of Directors, (ii) the Boardof Directors or (iii) a committee of the Board of Directors that has been dulydesignated by the Board of Directors and whose powers and authority include thepower to call such meetings. Any request for a Special Meeting of Stockholdersby any of the foregoing shall be directed in writing to the (i) the Chairman,if there be one, (ii) the President or (iii) the Secretary and shall state thepurpose or purposes of the proposed meeting. At a Special Meeting ofStockholders, only such business shall be conducted as shall be specified inthe notice of meeting (or any supplement thereto). The ability of thestockholders to call a special meeting of stockholders is hereby specificallydenied.

Section 6. Notice. Whenever stockholders are required or permitted to take any action at ameeting, a written notice of the meeting shall be given which shall state theplace, date and hour of the meeting, and, in the case of a special meeting, thepurpose or purposes for which the meeting is called. Unlessotherwise required by law, the written notice of any meeting shall be given notless than ten nor more than sixty days before the date of the meeting to eachstockholder entitled to vote at such meeting.

Section 7. Adjournments. Any meeting of the stockholders may be adjourned from time to time toreconvene at the same or some other place, and notice need not be given of anysuch adjourned meeting if the time and place thereof are announced at themeeting at which the adjournment is taken. At the adjourned meeting, theCorporation may transact any business which might have been transacted at theoriginal meeting. If the adjournment is for more than thirty days, or if afterthe adjournment a new record date is fixed for the adjourned meeting, notice ofthe adjourned meeting shall be given to each stockholder of record entitled tovote at the meeting.

Section 8. Quorum. Unless otherwise required by law or the Certificate of Incorporation,the holders of a majority of the capital stock issued and outstanding andentitled to 

6

----

vote thereat, present inperson or represented by proxy, shall constitute a quorum at all meetings ofthe stockholders for the transaction of business. A quorum, once established,shall not be broken by the withdrawal of enough votes to leave less than aquorum. If, however, such quorum shall not be present or represented at anymeeting of the stockholders, the stockholders entitled to vote thereat, presentin person or represented by proxy, shall have power to adjourn the meeting fromtime to time, in the manner provided in Section 7, until a quorum shall bepresent or represented.

Section 9. Voting. Unlessotherwise required by law, the Certificate of Incorporation or these Bylaws,any question brought before any meeting of stockholders, other than theelection of directors, shall be decided by the vote of the holders of amajority of the total number of votes of the capital stock represented andentitled to vote thereat, voting as a single class. Unless otherwise providedin the Certificate of Incorporation, and subject to Section 1(b) of Article IIIand Section 5 of Article V hereof, each stockholder represented at a meeting ofstockholders shall be entitled to cast one vote for each share of the capitalstock entitled to vote thereat held by such stockholder. Such votes may be castin person or by proxy but no proxy shall be voted on or after three years fromits date, unless such proxy provides for a longer period. The Board ofDirectors, in its discretion, or the officer of the Corporation presiding at ameeting of stockholders, in such officer’s discretion, may require that anyvotes cast at such meeting shall be cast by written ballot.

Section 10. Consent of Stockholders in Lieu of Meeting. Any action required or permitted to be taken by the stockholders of theCorporation must be effected at a duly called annual or special meeting ofstockholders of the Corporation, and the ability of the stockholders to consentin writing to the taking of any action is hereby specifically denied.

Section 11. List of Stockholders Entitled to Vote. The officer of the Corporation 

7

----

who has charge of the stockledger of the Corporation shall prepare and make, at least ten days beforeevery meeting of stockholders, a complete list of the stockholders entitled tovote at the meeting, arranged in alphabetical order, and showing the address ofeach stockholder and the number of shares registered in the name of eachstockholder. Such list shall be open to the examination of any stockholder, forany purpose germane to the meeting, during ordinary business hours, for aperiod of at least ten days prior to the meeting either at aplace within the city where the meeting is to be held, which place shall bespecified in the notice of the meeting, or, if not so specified, at the placewhere the meeting is to be held. The list shall also be produced and kept atthe time and place of the meeting during the whole time thereof, and may beinspected by any stockholder of the Corporation who is present.

Section 12. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as towho are the stockholders entitled to examine the stock ledger, the listrequired by Section 11 of this Article II or the books of the Corporation, orto vote in person or by proxy at any meeting of stockholders.

Section 13. Conduct ofMeetings. The Board of Directors ofthe Corporation may adopt by resolution such rules and regulations for theconduct of the meeting of the stockholders as it shall deem appropriate. Exceptto the extent inconsistent with such rules and regulations as adopted by theBoard of Directors, the chairman of any meeting of the stockholders shall havethe right and authority to prescribe such rule, regulations and procedures andto do all such acts as, in the judgment of such chairman, are appropriate forthe proper conduct of the meeting. Such rules, regulations or procedures,whether adopted by the Board of Directors or prescribed by the chairman of themeeting, may include, without limitation, the following:(i) the establishment of an agenda or order of business for the meeting; (ii)the determination of when the polls shall open and close for any given matterto be voted on at the meeting; (iii) rules and 

8

----

proceduresfor maintaining order at the meeting and the safety of those present; (iv)limitations on attendance at or participation in the meeting to stockholders ofrecord of the Corporation, their duly authorized and constituted proxies orsuch other persons as the chairman of the meeting shall determine; (v)restrictions on entry to the meeting after the time fixed for the commencementthereof; and (vi) limitations on the time allotted to questions or comments byparticipants.

**ARTICLE III**

**DIRECTORS**

Section1. Number and Election of Directors.

(a)             The Board of Directors shall consist of not less thanone nor more than twelve members, the exact number of which shall be fixed fromtime to time by the Board of Directors. Except as provided in Section 2 of thisArticle III, directors shall be elected by a plurality of the votes cast at theAnnual Meeting of Stockholders and each director so elected shall hold officeuntil the next Annual Meeting of Stockholders and until such director’ssuccessor is duly elected and qualified, or until such director’s earlierdeath, resignation or removal. Any director may resign at any time upon writtennotice to the Corporation. Directors need not be stockholders.

(b)             No person entitled to vote at anelection for directors may cumulate votes to which such person is entitled

Section 2. Vacancies. Unless otherwise required by law or the Certificate of Incorporation,vacancies resulting from death, resignation, disqualification, removal, orother causes shall be filled by either (i) the affirmative vote of the holdersof a majority of the voting power of the then-outstanding shares of votingstock of this Corporation entitled to vote generally in the election ofdirectors, voting together as a single class; or (ii) by the affirmative voteof a

9

----

majority of the remainingdirectors then in office, even though less than a quorum. Newly createddirectorships resulting from any increase in the number ofdirectors shall, unless the Board of Directors determines by resolution thatany such newly-created directorship shall be filled by the stockholders, befilled only by the affirmative vote of the directors then in office, eventhough less than a quorum of the Board of Directors. Any director elected inaccordance with the preceding sentence shall hold office for the remainder ofthe full term of the class of directors in which the new directorship wascreated or the vacancy occurred and until such director’s successor shall havebeen elected and qualified.

Section 3. Duties andPowers. The business and affairs ofthe Corporation shall be managed by or under the direction of the Board ofDirectors which may exercise all such powers of the Corporation and do all suchlawful acts and things as are not by statute or by the Certificate ofIncorporation or by these Bylaws required to be exercised or done by thestockholders.

Section 4. Meetings. The Board of Directors may hold meetings, both regular and special,either within or without the State of Delaware. Regular meetings of the Boardof Directors may be held without notice at such time and at such place as mayfrom time to time be determined by the Board of Directors. Special meetings ofthe Board of Directors may be called by the Chairman, if there be one, or thePresident. Notice thereof stating the place, date and hour of the meeting shallbe given to each director either by mail not less than forty-eight (48) hoursbefore the date of the meeting, by telephone or telegram on twenty-four (24)hours’ notice, or on such shorter notice as the person or persons calling suchmeeting may deem necessary or appropriate in the circumstances.

Section 5. Quorum. Except as otherwise required by law or the Certificate ofIncorporation, at all meetings of the Board of Directors, a majority of theentire Board of 

10

----

Directors shall constitute aquorum for the transaction of business and the act of a majority of thedirectors present at any meeting at which there is a quorum shallbe the act of the Board of Directors. If a quorum shall not be present at anymeeting of the Board of Directors, the directors present thereat may adjournthe meeting from time to time, without notice other than announcement at themeeting of the time and place of the adjourned meeting, until a quorum shall bepresent.

Section 6. Actions by Written Consent. Unless otherwise provided in the Certificate of Incorporation, or theseBylaws, any action required or permitted to be taken at any meeting of theBoard of Directors or of any committee thereof may be taken without a meeting,if all the members of the Board of Directors or committee, as the case may be,consent thereto in writing, and the writing or writings are filed with theminutes of proceedings of the Board of Directors or committee.

Section 7. Meetings by Means of Conference Telephone. Unless otherwise provided in the Certificate of Incorporation, membersof the Board of Directors of the Corporation, or any committee thereof, mayparticipate in a meeting of the Board of Directors or such committee by meansof a conference telephone or similar communications equipment by means of whichall persons participating in the meeting can hear each other, and participationin a meeting pursuant to this Section 7 shall constitute presence in person atsuch meeting.

Section8. Committees. TheBoard of Directors may designate one or more committees, each committee toconsist of one or more of the directors of the Corporation. The Board ofDirectors may designate one or more directors as alternate members of anycommittee, who may replace any absent or disqualified member at any meeting ofany such committee. In the absence or disqualification of a member of acommittee, and in the absence of a designation by the Board of Directors of analternate member to replace the absent or 

11

----

disqualified member, themember or members thereof present at any meeting and notdisqualified from voting, whether or not such member or members constitute aquorum, may unanimously appoint another member of the Board of Directors to actat the meeting in the place of any absent or disqualified member. Anycommittee, to the extent permitted by law and provided in the resolution establishing such committee, shallhave and may exercise all the powers and authority of the Board of Directors inthe management of the business and affairs of the Corporation, and mayauthorize the seal of the Corporation to be affixed to all papers which mayrequire it. Each committee shall keep regular minutes and report to the Boardof Directors when required.

Section 9. Compensation. The directors may be paid their expenses, if any, of attendance at eachmeeting of the Board of Directors and may be paid a fixed sum for attendance ateach meeting of the Board of Directors or a stated salary as director, payablein cash or securities. No such payment shall preclude any director from servingthe Corporation in any other capacity and receiving compensation therefore.Members of special or standing committees may be allowed like compensation forattending committee meetings.

Section 10. Interested Directors. No contract or transaction between the Corporation and one or more ofits directors or officers, or between the Corporation and any othercorporation, partnership, association, or other organization in which one ormore of its directors or officers are directors or officers or have a financialinterest, shall be void or voidable solely for this reason, or solely becausethe director or officer is present at or participates in the meeting of theBoard of Directors or committee thereof which authorizes the contract ortransaction, or solely because the director or officer’s vote is counted forsuch purpose if (i) the material facts as to the director or officer’s relationship orinterest and as to the contract or transaction are disclosed or are known tothe Board of Directors or the committee, and the Board 

12

----

ofDirectors or committee in good faith authorizes the contract or transaction bythe affirmative votes of a majority of the disinterested directors, even thoughthe disinterested directors be less than a quorum; or (ii) the material factsas to the director or officer’s relationship or interest and as to the contractor transaction are disclosed or are known to the stockholders entitled to votethereon, and the contract or transaction is specifically approved in good faithby vote of the stockholders; or (iii) the contract or transaction is fair as tothe Corporation as of the time it is authorized, approved or ratified by theBoard of Directors, a committee thereof or the stockholders. Common orinterested directors may be counted in determining the presence of a quorum ata meeting of the Board of Directors or of a committee which authorizes thecontract or transaction.

**ARTICLE IV**

**OFFICERS**

Section 1. General. The officers of the Corporation shall be chosen by the Board ofDirectors and shall be a President, a Secretary or Assistant Secretary and aTreasurer. The Board of Directors, in its discretion, also may choose aChairman of the Board of Directors (who must be a director) and one or moreVice Presidents, Assistant Secretaries, Assistant Treasurers and otherofficers. Any number of offices may be held by the same person, unlessotherwise prohibited by law or the Certificate of Incorporation. The officersof the Corporation need not be stockholders of the Corporation nor, except inthe case of the Chairman of the Board of Directors, need such officers bedirectors of the Corporation.

Section 2.Election. The Board of Directors, at its first meeting heldafter each Annual Meeting ofStockholders, shall elect the officers of the Corporation who shall hold theiroffices for such terms and shall exercise such powers and perform such dutiesas shall be determined from time to time by the Board of Directors; and allofficers of the Corporation shall hold office until their successors are chosenand qualified, or until their earlier death, resignation or removal. Anyofficer elected by the Board of Directors may be removed at any time by theaffirmative vote 

13

----

ofthe Board of Directors. Any vacancy occurring in any office of the Corporationshall be filled by the Board of Directors. The salaries of all officers of theCorporation shall be fixed by the Board of Directors.

Section 3. Voting Securities Owned by the Corporation. Powersof attorney, proxies, waivers of noticeof meeting, consents and other instruments relating to securities owned by theCorporation may be executed in the name of and on behalf of the Corporation bythe President or any Vice President or any other officer authorized to do so bythe Board of Directors and any such officer may, in the name of and on behalfof the Corporation, take all such action as any such officer may deem advisableto vote in person or by proxy at any meeting of security holders of anycorporation in which the Corporation may own securities and at any such meetingshall possess and may exercise any and all rights and power incident to theownership of such securities and which, as the owner thereof, the Corporationmight have exercised and possessed if present. The Board of Directors may, byresolution, from time to time confer like powers upon any other person orpersons.

Section 4.Chairman of the Board of Directors. The Chairman of the Boardof Directors, ifthere be one, shall preside at all meetings of the stockholders and of theBoard of Directors. The Chairman of the Board of Directors shall be the ChiefExecutive Officer of the Corporation, unless the Board of Directorsdesignates the President as the Chief Executive Officer, and, except where bylaw the signature of the President is required, the Chairman of the Board ofDirectors shall possess the same power as the President to sign all contracts,certificates and other instruments of the Corporation which may be authorizedby the Board of Directors. During the absence or disability of the President,the Chairman of the Board of Directors shall exercise all the powers anddischarge all the duties of the President. The Chairman of the Board ofDirectors shall also perform such other duties and may exercise such other powersas may from time to time be assigned by these Bylaws or by the Board ofDirectors.

Section 5. President. The President shall, subject to the control of the Board of Directorsand, if there be one, the Chairman of the Board of Directors, have general supervisionof the business of the Corporation and shall see that all orders andresolutions of the Board of 

14

----

Directors are carried intoeffect. The President shall execute all bonds, mortgages, contracts and otherinstruments of the Corporation requiring a seal, under the seal of theCorporation, except where required or permitted by law to be otherwise signedand executed and except that the other officers of the Corporation may sign andexecute documents when so authorized by these Bylaws, the Board of Directors orthe President. In the absence or disability of the Chairman of the Board ofDirectors, or if there be none, the President shall preside at all meetings ofthe stockholders and the Board of Directors. If there be no Chairman of theBoard of Directors, or if the Board of Directors shall otherwise designate, thePresident shall be the Chief Executive Officer of the Corporation. ThePresident shall also perform such other duties and may exercise such otherpowers as may from time to time be assigned to such officer by these Bylaws orby the Board of Directors.

Section 6. Vice Presidents. At the request of the President or in the President’s absence or in theevent of the President’s inability or refusal to act (and if there be noChairman of the Board of Directors), the Vice President, or the Vice Presidentsif there is more than one (in the order designated by the Board of Directors),shall perform the duties of the President, and when so acting, shall have allthe powers of and be subject to all the restrictions upon the President. EachVice President shall perform such other duties and have such other powers asthe Board of Directors from time to time may prescribe. If there be no Chairmanof the Board of Directors and no Vice President, the Board of Directors shalldesignate the officer of the Corporation who, in the absence of the Presidentor in the event of the inability or refusal of the President to act, shallperform the duties of the President, and when so acting, shall have all thepowers of and be subject to all the restrictions upon the President.

Section 7. Secretary. The Secretary shall attend all meetings of the Board of Directors andall meetings of stockholders and record all the proceedings thereat in a bookor 

15

----

books to be kept for thatpurpose; the Secretary shall also perform like duties for committees of theBoard of Directors when required. The Secretary shall give, or cause to begiven, notice of all meetings of the stockholders and special meetings of theBoard of Directors, and shall perform such other duties as may be prescribed bythe Board of Directors, the Chairman of the Board of Directors or thePresident, under whose supervision the Secretary shall be. If the Secretaryshall be unable or shall refuse to cause to be given notice of all meetings ofthe stockholders and special meetings of the Board of Directors, and if therebe no Assistant Secretary, then either the Board of Directors or the Presidentmay choose another officer to cause such notice to be given. The Secretary shallhave custody of the seal of the Corporation and the Secretary or any AssistantSecretary, if there be one, shall have authority to affix the same to anyinstrument requiring it and when so affixed, it may be attested by thesignature of the Secretary or by the signature of any such Assistant Secretary.The Board of Directors may give general authority to any other officer to affixthe seal of the Corporation and to attest to the affixing by such officer’ssignature. The Secretary shall see that all books, reports, statements,certificates and other documents and records required by law to be kept orfiled are properly kept or filed, as the case may be.

Section 8. Treasurer. The Treasurer shall have the custody of the corporate funds andsecurities and shall keep full and accurate accounts of receipts anddisbursements in books belonging to the Corporation and shall deposit allmoneys and other valuable effects in the name and to the credit of theCorporation in such depositories as may be designated by the Board ofDirectors. The Treasurer shall disburse the funds of the Corporation as may beordered by the Board of Directors, taking proper vouchers for suchdisbursements, and shall render to the President and the Board of Directors, atits regular meetings, or when the Board of Directors so requires, an account ofall transactions as Treasurer and of the financial condition of the 

16

----

Corporation. If required bythe Board of Directors, the Treasurer shall give the Corporation a bond in suchsum and with such surety or sureties as shall be satisfactory to the Board ofDirectors for the faithful performance of the duties of the office of theTreasurer and for the restoration to the Corporation, in case of the Treasurer’sdeath, resignation, retirement or removal from office, of all books, papers,vouchers, money and other property of whatever kind in the Treasurer’spossession or under the Treasurer’s control belonging to the Corporation.

Section 9. Assistant Secretaries. Assistant Secretaries, if there be any, shall perform such duties andhave such powers as from time to time may be assigned to them by the Board ofDirectors, the President, any Vice President, if there be one, or theSecretary, and in the absence of the Secretary or in the event of the Secretary’sdisability or refusal to act, shall perform the duties of the Secretary, andwhen so acting, shall have all the powers of and be subject to all therestrictions upon the Secretary.

Section 10. Assistant Treasurers. Assistant Treasurers, if there be any, shall perform such duties andhave such powers as from time to time may be assigned to them by the Board ofDirectors, the President, any Vice President, if there be one, or theTreasurer, and in the absence of the Treasurer or in the event of the Treasurer’sdisability or refusal to act, shall perform the duties of the Treasurer, andwhen so acting, shall have all the powers of and be subject to all therestrictions upon the Treasurer. If required by the Board of Directors, anAssistant Treasurer shall give the Corporation a bond in such sum and with suchsurety or sureties as shall be satisfactory to the Board of Directors for thefaithful performance of the duties of the office of Assistant Treasurer and forthe restoration to the Corporation, in case of the Assistant Treasurer’s death,resignation, retirement or removal from office, of all books, papers, vouchers,money and other property of whatever kind in the Assistant Treasurer’spossession or under the Assistant Treasurer’s control belonging to theCorporation.

17

----

Section 11. Other Officers. Such other officers as the Board of Directorsmay choose shall perform such duties and have such powers as from time to timemay be assigned to them by the Board of Directors. The Board of Directors maydelegate to any officer of the Corporation the power to choose such otherofficers and to prescribe their respective duties and powers.

**ARTICLE V**

**STOCK**

Section 1. Form of Certificates. Every holder of stock in the Corporation shall be entitled to have acertificate signed, in the name of the Corporation (i) by the Chairman of theBoard of Directors, the President or a Vice President and (ii) by the Treasureror an Assistant Treasurer, or the Secretary or an Assistant Secretary of theCorporation, certifying the number of shares owned by such stockholder inthe Corporation.

Section 2. Signatures. Any or all of the signatures on a certificate may be a facsimile. Incase any officer, transfer agent or registrar who has signed or whose facsimilesignature has been placed upon a certificate shall have ceased to be suchofficer, transfer agent or registrar before such certificate is issued, it maybe issued by the Corporation with the same effect as if such person were suchofficer, transfer agent or registrar at the date of issue.

Section 3. Lost Certificates. The Board of Directors may direct a new certificate to be issued inplace of any certificate theretofore issued by the Corporation alleged to havebeen lost, stolen or destroyed, upon the making of an affidavit of that fact bythe person claiming the certificate of stock to be lost, stolen or destroyed.When authorizing such issue of a new certificate, the Board of Directors may,in its discretion and as a condition precedent to the issuance thereof, requirethe owner of such lost, stolen or destroyed certificate, or the owner’s legalrepresentative, to advertise the same in such manner as the Board of Directorsshall require 

18

----

and/or to give theCorporation a bond in such sum as it may direct as indemnity against any claimthat may be made against the Corporation with respect to the certificatealleged to have been lost, stolen or destroyed or the issuance of such newcertificate.

Section 4. Transfers. Stock of the Corporation shall be transferable in the manner prescribedby law and in these Bylaws. Transfers of stock shall be made on the books ofthe Corporation only by the person named in the certificate or by such person’sattorney lawfully constituted in writing and upon the surrender of thecertificate therefor, which shall be cancelled before a new certificate shallbe issued. No transfer of stock shall be valid as against the Corporation forany purpose until it shall have been entered in the stock records of theCorporation by an entry showing from and to whom transferred.

Section5. Record Date.

(a)     In order that the Corporation may determine the stockholders entitledto notice of or to vote at any meeting of stockholders or any adjournmentthereof, the board of directors may fix a record date, which record date shallnot precede the date upon which the resolution fixing the record date isadopted by the Board of Directors, and which record date shall not be more thansixty nor less than ten days before the date of such meeting. If no record dateis fixed by the Board of Directors, the record date for determiningstockholders entitled to notice of or to vote at a meeting of stockholdersshall be at the close of business on the day next preceding the day on whichnotice is given, or, if notice is waived, at the close of business on the daynext preceding the day on which the meeting is held. A determination ofstockholders of record entitled to notice of or to vote at a meeting ofstockholders shall apply to any adjournment of the meeting; providing, however,that the Board of Directors may fix a new record date for the adjournedmeeting.

(b)     In order that the Corporation may determine thestockholders entitled

 

19

----

toreceive payment of any dividend or other distribution or allotment of anyrights or the stockholders entitled to exercise any rights in respect of anychange, conversion or exchange of stock, or for the purpose of any other lawfulaction, the Board of Directors may fix a record date, which record date shallnot precede the date upon which the resolution fixing the record date isadopted, and which record date shall be not more than sixty days prior to suchaction. If no record date is fixed, the record date for determiningstockholders for any such purpose shall be at the close of business on the dayon which the Board of Directors adopts the resolution relating thereto.

Section 6. Record Owners. The Corporation shall be entitled to recognize the exclusive right of aperson registered on its books as the owner of shares to receive dividends, andto vote as such owner, and to hold liable for calls and assessments a personregistered on its books as the owner of shares, and shall not be bound torecognize any equitable or other claim to or interest in such share or shareson the part of any other person, whether or not it shall have express or othernotice thereof, except as otherwise required by law.

**ARTICLE VI**

**NOTICES**

Section 1. Notices. Whenever written notice is required by law, the Certificate ofIncorporation or these Bylaws, to be given to any director, member of acommittee or stockholder, such notice may be given by mail, addressed to suchdirector, member of a committee or stockholder, at such person’s address as itappears on the records of the Corporation, with postage thereon prepaid, andsuch notice shall be deemed to be given at the time when the same shall bedeposited in the United States mail. Written notice may also begiven by facsimile, telex, telegram to the extent permitted by law.

Section 2. Waivers of Notice. Whenever any notice is required by law, the 

20

----

Certificate of Incorporation or these Bylaws, to be given to anydirector, member of a committee or stockholder, a waiver thereof in writing,signed, by the person or persons entitled to said notice, whether before orafter the time stated therein, shall be deemed equivalent thereto. Attendanceof a person at a meeting, present in person or represented by proxy, shallconstitute a waiver of notice of such meeting, except where the person attendsthe meeting for the express purpose of objecting at the beginning of themeeting to the transaction of any business because the meeting is not lawfullycalled or convened.

**ARTICLE VII**

**GENERAL PROVISIONS**

Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to theprovisions of the Certificate of Incorporation, if any, the requirements of theGeneral Corporation Law of the State of Delaware (the “DGCL”), may be declaredby the Board of Directors at any regular or special meeting of the Board ofDirectors (or any action by written consent in lieu thereof in accordance withSection 6 of Article III hereof), and may be paid in cash, in property, or inshares of the Corporation’s capital stock. Before payment of any dividend,there may be set aside out of any funds of the Corporation available fordividends such sum or sums as the Board of Directors from time to time, in itsabsolute discretion, deems proper as a reserve or reserves to meetcontingencies, or for equalizing dividends, or for equalizingdividends, or for repairing or maintaining any property of the Corporation, orfor any proper purpose, and the Board of Directors may modify or abolish anysuch reserve.

Section 2. Disbursements. All checks or demands for money and notes of the Corporation shall besigned by such officer or officers or such other person or persons as the Boardof Directors may from time to time designate.

Section 3. Fiscal Year. The fiscal year of the Corporation shall be fixed by 

21

----

resolutionof the Board of Directors.

Section 4. Corporate Seal. The corporate seal shall have inscribedthereon the name of the Corporation, the year of its organization and the words“Corporate Seal, Delaware”. The seal may be used by causing it or a facsimilethereof to be impressed or affixed or reproduced or otherwise.

Section 5. Annual Report. The Board of Directors shall cause an annual report to be sent to eachstockholder of the Corporation not later than one hundred twenty (120) daysafter the close of the Corporation’s fiscal year. Such report shall include abalance sheet as of the end of such fiscal year and an income statement andstatement of changes in financial position for such fiscal year, accompanied byany report thereon of independent accounts or, if there is no such report, thecertificate of an authorized officer of the Corporation that such statementswere prepared without audit from the books and records of the Corporation.

**ARTICLE VIII**

**INDEMNIFICATION**

Section I. Power toIndemnify in Actions, Suits or Proceedings other than Those by or in the Rightof the Corporation. Subject toSection 3 of this Article VIII, the Corporation shall indemnify any person whowas 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 theCorporation) by reason of the fact that such person is or was a director orofficer of the Corporation, or is or was a director or officer of theCorporation serving at the request of the Corporation as a director or officer,employee or agent of another corporation, partnership, joint venture, trust,employee benefit plan or other enterprise, against expenses (includingattorneys’ fees), judgments, fines and amounts paid in settlement actually andreasonably incurred by such person in connection with 

22

----

such action, suit or proceeding if such person acted in good faith andin a manner such person reasonably believed to be in the best interests of theCorporation, and, with respect to any criminal action or proceeding, had noreasonable cause to believe such person’s conduct was unlawful. The terminationof any action, suit or proceeding by judgment, order, settlement, conviction,or upon a plea of nolo contendere or its equivalent, shall not, of itself,create a presumption that the person did not act in good faith and in a mannerwhich such person reasonably believed to be in or not opposed to the bestinterests of the Corporation, and, with respect to any criminal action orproceeding, had reasonable cause to believe that such person’s conduct wasunlawful.

Section 2. Power toIndemnify in Actions, Suits or Proceedings by or in the Right of theCorporation. Subject to Section 3 of thisArticle VIII, the Corporation shall indemnify any person who was or is a partyor is threatened to be made a party to any threatened, pending or completedaction or suit by or in the right of the Corporation to procure a judgment inits favor by reason of the fact that such person is or was a director orofficer of the Corporation, or is or was a director or officer of theCorporation serving at the request of the Corporation as a director, officer,employee or agent of another corporation, partnership, joint venture, trust,employee benefit plan or other enterprise against expenses (including attorneys’fees) actually and reasonably incurred by such person in connection with thedefense or settlement of such action or suit if such person acted in good faithand in a manner such person reasonably believed to be in the best interests ofthe Corporation; provided, that no indemnification shall be made inrespect of any claim, issue or matter as to which such person shall have beenadjudged to be liable to the Corporation unless and only to the extent that theCourt of Chancery or the court in which such action or suit was brought shalldetermine upon application that, despite the adjudication of liability but inview of all the circumstances of the 

23

----

case, such person is fairly and reasonably entitled to indemnity forsuch expenses which the Court of Chancery or such other court shall deemproper.

Section 3. Authorization of Indemnification. Any indemnification under this Article VIII (unless ordered by a court)shall be made by the Corporation only as authorized in the specific case upon adetermination that indemnification of the director or officer is proper in thecircumstances because such person has met the applicable standard of conductset forth in Section 1 or Section 2 of this Article VIII, as the case may be.Such determination shall be made, with respect to a person who is a director orofficer at the time of such determination, (i) by a majority vote of thedirectors who are not parties to such action, suit or proceeding, even thoughless than a quorum, or (ii) by a committee of such directors designated by amajority vote of such directors, even though less than a quorum, or (iii) ifthere are no such directors, or if such directors so direct, by independentlegal counsel in a written opinion or (iv) by the stockholders. Suchdetermination shall be made, with respect to former directors and officers, byany person or persons having the authority to act on the matter on behalf ofthe Corporation. To the extent, however, that a present or former director orofficer of the Corporation has been successful on the merits or otherwise indefense of any action, suit or proceeding described above, or in defense of anyclaim, issue or matter therein, such person shall be indemnified againstexpenses (including attorneys’ fees) actually and reasonably incurred by suchperson in connection therewith, without the necessity of authorization in thespecific case.

Section 4. Good Faith Defined. For purposes of any determination under Section 3 of this Article VIII,a person shall be deemed to have acted in good faith and in a manner suchperson reasonably believed to be in or not opposed to the best interests of theCorporation, or, with respect to any criminal action or proceeding, to have hadno reasonable cause to believe such person’s conduct was unlawful, if suchperson’s action is based on the records or 

24

----

books of account of the Corporation or another enterprise, or oninformation supplied to such person by the officers of the Corporation oranother enterprise in the course of their duties, or on the advice of legalcounsel for the Corporation or another enterprise or on information or recordsgiven or reports made to the Corporation or another enterprise by anindependent certified public accountant or by an appraiser or other expertselected with reasonable care by the Corporation or another enterprise. Theprovisions of this Section 4 shall not be deemed to be exclusive or to limit inany way the circumstances in which a person may be deemed to have met theapplicable standard of conduct set forth in Section 1 or 2 of this ArticleVIII, as the case may be.

Section 5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case underSection 3 of this Article VIII, and notwithstanding the absence of anydetermination thereunder, any director or officer may apply to the Court ofChancery in the State of Delaware for indemnification to the extent otherwisepermissible under Sections 1 and 2 of this Article VIII. The basis of suchindemnification by a court shall be a determination by such court thatindemnification of the director or officer is proper in the circumstancesbecause such person has met the applicable standards of conduct set forth inSection 1 or 2 of this Article VIII, as the case may be. Neither a contrarydetermination in the specific case under Section 3 of this Article VIII nor theabsence of any determination thereunder shall be a defense to such applicationor create a presumption that the director or officer seeking indemnificationhas not met any applicable standard of conduct. Notice of any application forindemnification pursuant to this Section 5 shall be given to the Corporationpromptly upon the filing of such application. If successful, in whole or inpart, the director or officer seeking indemnification shall also be entitled tobe paid the expense of prosecuting such application.

Section 6. Expenses Payable in Advance. Expenses incurred by a director or 

25

----

officer in defending any civil, criminal, administrative orinvestigative action, suit or proceeding shall be paid by the Corporation inadvance of the final disposition of such action, suit or proceeding uponreceipt of an undertaking by or on behalf of such director or officer to repaysuch amount if it shall ultimately be determined that such person is notentitled to be indemnified by the Corporation as authorized in this ArticleVIII.

Section 7. Nonexclusivity of Indemnification and Advancement ofExpenses. The indemnification andadvancement of expenses provided by or granted pursuant to this Article VIIIshall not be deemed exclusive of any other rights to which those seekingindemnification or advancement of expenses may be entitled under theCertificate of Incorporation, any Bylaw, agreement, vote of stockholders ordisinterested directors or otherwise, both as to action in such person’sofficial capacity and as to action in another capacity while holding suchoffice, it being the policy of the Corporation that indemnification of thepersons specified in Sections 1 and 2 of this Article VIII shall be made to thefullest extent permitted by law. The provisions of this Article VIII shall notbe deemed to preclude the indemnification of any person who is not specified inSection 1 or 2 of this Article VIII but whom the Corporation has the power orobligation to indemnify under the provisions of the DGCL.

Section 8. Insurance. The Corporation may purchase and maintain insurance on behalf of anyperson who is or was a director or officer of the Corporation, or is or wasserving at the request of the Corporation as a director, officer, employee oragent of another corporation, partnership, joint venture, trust, employeebenefit plan or other enterprise against any liability asserted against suchperson and incurred by such person in any such capacity, or arising out of suchperson’s status as such, whether or not the Corporation would have the power orthe obligation to indemnify such person against such liability under theprovisions of this Article VIII.

26

----

Section 9. Certain Definitions. For purposes of this Article VIII, references to “the Corporation”shall include, in addition to the resulting corporation, any constituentcorporation (including any constituent of a constituent) absorbed in aconsolidation or merger which, if its separate existence had continued, wouldhave had power and authority to indemnify its directors or officers, so thatany person who is or was a director or officer of such constituent corporation,or is or was a director or officer of such constituent corporation serving atthe request of such constituent corporation as a director, officer,employee or agent of another corporation, partnership, joint venture, trust,employee benefit plan or other enterprise, shall stand in the same positionunder the provisions of this Article VIII with respect to the resulting orsurviving corporation as such person would have with respect to such constituentcorporation if its separate existence had continued. For purposes of thisArticle VIII, references to “fines” shall include any excise taxes assessed ona person with respect to an employee benefit plan; and references to “servingat the request of the Corporation” shall include any service as a director,officer, employee or agent of the Corporation which imposes duties on, orinvolves services by, such director or officer with respect to an employeebenefit plan, its participants or beneficiaries; and a person who acted in goodfaith and in a manner such person reasonably believed to be in the interest ofthe participants and beneficiaries of an employee benefit plan shall be deemedto have acted in a manner “not opposed to the best interests of the Corporation”as referred to in this Article VIII.

Section10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement ofexpenses provided by, or granted pursuant to, this Article VIII shall, unlessotherwise provided when authorized or ratified, continue as to a person who hasceased to be a director or officer and shall inure to the benefit of the heirs,executors and administrators of such a person.

27

----

Section 11. Limitation on Indemnification. Notwithstanding anything contained in thisArticle VIII to the contrary, except for proceedings to enforce rights toindemnification (which shall be governed by Section 5 hereof), the Corporationshall not be obligated to indemnify any director or officer in connection with aproceeding (or part thereof) initiated by such person unless such proceeding(or part thereof) was authorized or consented to by the Board of Directors ofthe Corporation.

Section 12. Indemnification of Employees and Agents. The Corporation may, to the extent authorizedfrom time to time by the Board of Directors, provide rights to indemnificationand to the advancement of expenses to employees and agents of the Corporationsimilar to those conferred in this Article VIII to directors and officers ofthe Corporation.

**ARTICLE IX**

**AMENDMENTS**

Section 1. Amendments. These Bylaws may be altered, amended or repealed, in whole or in part,or new Bylaws may be adopted by the stockholders or by the Board of Directors,provided, however, that notice of such alteration, amendment, repeal oradoption of new Bylaws be contained in the notice of the meeting ofstockholders or Board of Directors, as the case may be. All amendments must beapproved by either sixty-six and two-thirds percent (66 2/3%) of theoutstanding capital stock entitled to vote thereon or by a majority of theentire Board of Directors then in office.

Section 2. Entire Board of Directors. As used in this Article IX and in theseBylaws generally, the term “entire Board of Directors” means the total numberof directors which the Corporation would have if there were no vacancies.

28

----

* * *
| Adopted as of: | May 10, 2007 |   |
|----------------|--------------|--------|

 

29

----