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                                                                     EXHIBIT 3.2

                                     BY-LAWS

                                       OF

                       INTERACTIVE SYSTEMS WORLDWIDE INC.
                      AS AMENDED THROUGH DECEMBER 28, 2005

                            (A DELAWARE CORPORATION)

ARTICLE I

                                     OFFICES

         SECTION 1. Registered Office. The registered office of the Corporation
within the State of Delaware shall be located at United Corporate Services,
Inc., 15 East North Street, in the City of Dover, County of Kent or such other
place as the Board of Directors may designate from time to time.

         SECTION 2. Other Offices. The Corporation may also have an office or
offices other than said registered office at such place or places, either within
or without the State of Delaware, as the Board of Directors shall from time to
time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         SECTION 1. Place of Meetings. All meetings of the stockholders for the
election of directors or for any other purpose shall be held at any such place,
either within or without the State of Delaware, as shall be designated from time
to time by the Board of Directors and stated in the notice of meeting or in a
duly executed waiver thereof.

         SECTION 2. Annual Meeting. The annual meeting of stockholders shall be
held at such date and time as shall be designated from time to time by the Board
of Directors and stated in the notice of meeting or in a duly executed waiver
thereof. At such annual meeting, the stockholders shall elect, by a plurality
vote, a Board of Directors and shall transact such other business as may
properly be brought before the meeting.

         SECTION 3. Special Meetings. Special meetings of stockholders, unless
otherwise prescribed by statute, may be called at any time by the Board of
Directors or by the Chairman of the Board, if one shall have been elected.



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         SECTION 4. Notice of Meetings. Except as otherwise expressly required
by statute, written notice of each annual and special meeting of stockholders
stating the place, date and hour of the meeting, and, in the case of a special
meeting, the purpose or purposes for which such meeting is called, shall be
given to each stockholder of record entitled to vote thereat not less than ten
nor more than sixty days before the date of the meeting. Business transacted at
any special meeting of stockholders shall be limited to the purpose or purposes
stated in the notice. Notice shall be given personally or by mail and, if by
mail, shall be sent in a postage prepaid envelope, addressed to each stockholder
at such stockholder's address as it appears on the records of the Corporation.
Notice by mail shall be deemed given at the time when the same shall be
deposited in the United States mail, postage prepaid. Notice of any meeting
shall not be required to be given to any person who attends such meeting, except
when such person attends the meeting in person or by proxy for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened, or who, either
before or after the meeting, shall submit a signed written waiver of notice, in
person or by proxy. Neither the business to be transacted at, nor the purpose
of, an annual or special meeting of stockholders need be specified in any
written waiver of notice.

         SECTION 5. List of Stockholders. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten days before
each meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
and the number of shares registered in the name of each stockholder. Such list
shall be open to the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of at least ten days
prior to the meeting, either at a place within the city where the meeting is to
be held, which place shall be specified in the notice of meeting, or, if not
specified, at the place where the meeting is to be held. The list shall be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

         SECTION 6. Quorum. Adjournments. The holders of a majority of the
voting power of the capital stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum at
all meetings of the stockholders for the transaction of business except as
otherwise provided by statute or by the Certificate of Incorporation. If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
until a quorum shall be present or represented. When a meeting is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which adjournment is
taken. At any such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the original meeting. If the adjournment is for more than thirty days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

         SECTION 7. Organization. At each meeting of stockholders, the Chairman
of the Board, if one shall have been elected, or, in his absence or if one shall
not have been elected, the President, shall act as chairman of the meeting. The
Secretary or, in his absence or inability to act, the person whom the chairman
of the meeting shall appoint secretary of the meeting, shall act as secretary of
the meeting and keep the minutes thereof.

         SECTION 8. Order of Business. The order of business at all meetings of
the stockholders shall be as determined by the chairman of the meeting.

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         SECTION 9. Voting. Except as otherwise provided by statute, by the
Certificate of Incorporation or by any agreement to the contrary between the
Corporation and its stockholders, each stockholder of the Corporation having the
right to vote shall be entitled to one vote in person or by proxy for each share
of the capital stock having voting power held by such stockholder. When a quorum
is present at any meeting, directors shall be elected by a plurality of the
voting power of the issued and outstanding stock of the Corporation present in
person or represented by proxy at the meeting and entitled to vote on the
election of directors. In all matters other than the election of directors, the
affirmative vote of the majority of the voting power of the issued and
outstanding stock of the Corporation present in person or represented by proxy
and entitled to vote on the subject matter shall be the act of the stockholders
except where the General Corporation Law of the State of Delaware, the
Corporation's Certificate of Incorporation or any agreement between the
Corporation and its stockholders prescribes a different percentage of votes
and/or a different exercise of voting power. In the election of directors,
voting need not be by written ballot. Unless required by statute, or determined
by the chairman of the meeting to be advisable, the vote on any question need
not be by written ballot. On a vote by ballot, each ballot shall be signed by
the stockholder voting, or by his proxy, if there be such proxy, and shall state
the number of shares voted.

         SECTION 10. Proxy Representation. Each stockholder entitled to vote at
any meeting of stockholders or to express consent or dissent to corporate action
in writing without a meeting may authorize another person or persons to act for
him by a proxy signed by such stockholder or his attorney-in-fact, but no proxy
shall be voted after three years from its date, unless the proxy provides for a
longer period. Any such proxy shall be delivered to the secretary of the meeting
at or prior to the time designated in the order of business for so delivering
such proxies.

         SECTION 11. Inspectors. The Board of Directors shall, in advance of any
meeting of stockholders, appoint one or more inspectors to act at such meeting
or any adjournment thereof and make a written report thereof. The Board of
Directors may designate one or more persons as alternate inspectors to replace
any inspector who fails to act. If no inspector or alternate is able to act at a
meeting of stockholders, the person presiding at the meeting shall appoint one
or more inspectors to act at the meeting. Each inspector, before entering upon
the discharge of his duties, shall take and sign an oath faithfully to execute
the duties of inspector with strict impartiality and according to the best of
his ability. The inspectors shall: ascertain the number of shares outstanding
and the voting power of each; determine the shares represented at a meeting and
the validity of proxies and ballots; count all votes and ballots; determine and
retain for a reasonable period of time a record of the disposition of any
challenges made to any determination by the inspectors; and certify their
determination of the number of shares represented at the meeting, and their
count of all votes and ballots. The inspectors may appoint or retain other
persons or entities to assist the inspectors in the performance of the duties of
inspectors. On request of the person presiding at the meeting, the inspectors
shall make a report in writing of any challenge, request or matter determined by
them' and shall execute a certificate of any fact found by them. No director or
candidate for the office of director shall act as an inspector of an election of
directors. Inspectors need not be stockholders.

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         SECTION 12. Action by Consent. Whenever the vote of stockholders at a
meeting thereof is required or permitted to be taken for or in connection with
any corporate action, by any provision of statute or any provision of the
Certificate of Incorporation or of these By-laws, the meeting and vote of
stockholders may be dispensed with, and the action taken without such meeting
and vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares of stock of the Corporation entitled to vote thereon
were present and voted, and shall be delivered to the Corporation by delivery to
its registered office in the State of Delaware, its principal place of business
or to an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
Corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested.

                                   ARTICLE III

                               BOARD OF DIRECTORS

         SECTION 1. General Powers. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors. The Board
of Directors may exercise all such authority and powers of the Corporation and
do all such lawful acts and things as are not by statute or the Certificate of
Incorporation directed or required to be exercised or done by the stockholders.

         SECTION 2. Number. Qualifications. Election and Term of Office. The
number of Directors constituting the initial Board of Directors shall be one.
Thereafter, the number of directors may be fixed, from time to time, by the
affirmative vote of a majority of the entire Board of Directors or by action of
the stockholders of the Corporation; provided, however, that such number shall
not be less than one. Any decrease in the number of directors shall be effective
at the time of the next succeeding annual meeting of stockholders unless there
shall be vacancies in the Board of Directors, in which case such decrease may
become effective at any time prior to the next succeeding annual meeting to the
extent of the number of such vacancies. Directors need not be stockholders of
the Corporation. Except as otherwise provided by statute, these By-laws or any
agreement to the contrary between the Corporation and its stockholders, the
directors (other than members of the initial Board of Directors) shall be
elected at the annual meeting of stockholders. Each director shall hold office
until his successor shall have been elected and qualified, or until his death,
or until he shall have resigned, or have been removed, as hereinafter provided
in these By-laws.

         SECTION 3. Place of Meetings. Meetings of the Board of Directors shall
be held at such place or places, within or without the State of Delaware, as the
Board of Directors may from time to time determine or as shall be specified in
the notice of any such meeting.

         SECTION 4. Annual Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable after each annual meeting of stockholders, on
the same day and at the same place where such annual meeting shall be held.
Notice of such meeting need not be given. In the event such annual meeting is
not so held, the annual meeting of the Board of Directors may be held at such
other time or place as shall be specified in a notice thereof given as
hereinafter provided in Section 7 of this ARTICLE III.

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         SECTION 5. Regular Meetings. Regular meetings of the Board of Directors
shall be held each fiscal year at such time and place as the majority of the
Board of Directors may from time to time designate. If any day designated for a
regular meeting shall be a legal holiday at the place where the meeting is to be
held, then the meeting which would otherwise be held on that day shall be held
at the same hour on the next succeeding business day. Notice of regular meetings
of the Board of Directors need not be given except as otherwise required by
statute or these By-laws.

         SECTION 6. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, if one shall have been elected, or
by a majority of the directors in office.

         SECTION 7. Notice of Meetings. Notice of each special meeting of the
Board of Directors (and of each regular meeting for which notice is required)
shall be given by the Secretary as hereinafter provided in this Section 7, in
which notice shall be stated the place, date and hour of the meeting. Except as
otherwise required by these By-laws, such notice need not state the purposes of
such meeting. Notice of each such meeting shall be mailed, postage prepaid, to
each director, addressed to such director at such director's residence or usual
place of business, by first class mail, at least two days before the day on
which such meeting is to be held, or shall be sent addressed to him at such
place by telegraph, cable, telex, telecopier or other similar means, or be
delivered to him personally or be given to him by telephone or other similar
means, at least twenty-four hours before the time at which such meeting is to be
held. Notice of any such meeting need not be given to any director who shall,
either before or after the meeting, submit a signed waiver of notice or who
shall attend such meeting, except when he shall attend for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.

         SECTION 8. Quorum and Manner of Acting. A majority of the total number
of directors shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors. Except as otherwise expressly required by
statute, the Certificate of Incorporation, these By-laws or any agreement to the
contrary between the Corporation and its stockholders, the act of the majority
of the directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors. In the absence of a quorum at any meeting of the
Board of Directors, a majority of the directors present thereat may adjourn such
meeting to another time and place. Notice of the time and place of any such
adjourned meeting shall be given to all the directors unless such time and place
were announced at the meeting at which the adjournment was taken, in which case
such notice shall only be given to the directors who were not present thereat.
At any adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally called.
The directors shall act only as a Board and the individual directors shall have
no power as such.

         SECTION 9. Organization. At each meeting of the Board of Directors, the
Chairman of the Board, if one shall have been elected, or, in the absence of the
Chairman of the Board or if one shall not have been elected, the President (or,
in his absence, another director chosen by a majority of the directors present)
shall act as chairman of the meeting and preside thereat. The Secretary or, in
his absence, any person appointed by the chairman of the meeting shall act as
secretary of the meeting and keep the minutes thereof.

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         SECTION 10. Resignations. Any director of the Corporation may resign at
any time by giving written notice of his resignation to the Corporation. Any
such resignation shall take effect at the time specified therein or, if the time
when it shall become effective shall not be specified therein, immediately upon
its receipt. Unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

         SECTION 11. Vacancies. Except as may otherwise be required by law and
subject to the terms of any agreement to the contrary between the Corporation
and its stockholders, any vacancy in the Board of Directors, whether arising
from death, resignation, removal or any other cause, and any newly created
directorship resulting from any increase in the authorized number of directors
of the Corporation, may be filled by the vote of a majority of the Directors
then in office, though less than a quorum, or by the sole remaining director or
by the stockholders at the next annual meeting thereof or at a special meeting
thereof. Each director so elected shall hold office until his successor shall
have been elected and qualified.

         SECTION 12. Removal of Directors. Subject to the terms of any agreement
to the contrary between the Corporation and its stockholders, any director may
be removed, either with or without cause, at any time by the holders of a
majority of the voting power of the issued and outstanding capital stock of the
Corporation entitled to vote at an election of directors.

         SECTION 13. Compensation. The Board of Directors shall have authority
to fix the compensation, including fees and reimbursement of expenses, of
directors for services to the Corporation as directors.

         SECTION 14. Committees. The Board of Directors shall have the authority
to appoint any temporary or standing committee to exercise any powers or
authority as the Board of Directors may see fit, subject to such conditions as
may be prescribed by the Board of Directors. All committees so appointed shall
keep regular minutes of their meetings and shall cause such minutes to be
recorded in books kept for that purpose in the principal office of the
Corporation and shall report the same to the Board of Directors as required by
it. The Board of Directors may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. In addition, in the absence or disqualification of
a member of a committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Except to the extent restricted by statute or the Certificate of
Incorporation, each such committee, to the extent provided in the resolution
creating it, shall have and may exercise all the powers and authority of the
Board of Directors and may authorize the seal of the Corporation to be affixed
to all papers which require it. Each such committee shall serve at the pleasure
of the Board of Directors and have such name as may be determined from time to
time by resolution adopted by the Board of Directors.

         SECTION 15. Action by Consent. Unless restricted by the Certificate of
Incorporation, any action required or permitted to be taken by the Board of
Directors or any committee thereof may be taken without a meeting if all members
of the Board of Directors or such committee, as the case may be, consent thereto
in writing, and the writing or writings are filed with the minutes of the
proceedings of the Board of Directors or such committee, as the case may be.

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         SECTION 16. Telephonic Meeting. Unless restricted by the Certificate of
Incorporation, anyone or more members of the Board of Directors or any committee
thereof may participate in a meeting of the Board of Directors or such
committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in a meeting by such means shall
constitute presence in person at a meeting.

                                   ARTICLE IV

                                    OFFICERS

         SECTION 1. Number and Qualifications. The officers of the Corporation
shall be elected by the Board of Directors and shall include the President, one
or more vice-presidents, the Secretary and the Treasurer. If the Board of
Directors wishes, it may also elect as an officer of the Corporation a Chairman
of the Board and may elect other officers (including one or more Assistant
Treasurers and one or more Assistant Secretaries) as may be necessary or
desirable for the business of the Corporation. Any two or more offices may be
held by the same person, and no officer except the Chairman of the Board need be
a director. Each officer shall hold office until his successor shall have been
duly elected and shall have qualified, or until his death, or until he shall
have resigned or have been removed, as hereinafter provided in these By-laws.


         SECTION 2. Resignations. Any officer of the Corporation may resign at
any time by giving written notice of his resignation to the Corporation. Any
such resignation shall take effect at the time specified therein or, if the time
when it shall become effective shall not be specified therein, immediately upon
receipt. Unless otherwise specified therein, the acceptance of any such
resignation shall not be necessary to make it effective.

         SECTION 3. Removal. Any officer of the Corporation may be removed,
either with or without cause, at any time, by the Board of Directors at any
meeting thereof.

         SECTION 4. Chairman of the Board. The Chairman of the Board, if one
shall have been elected, shall be a member of the Board, and, if present, shall
preside at each meeting of the Board of Directors or the stockholders. He shall
perform all duties incident to the office of Chairman of the Board and such
other duties as may from time to time be assigned to him by the Board of
Directors.

SECTION 5. The President. The President shall, in the absence of the Chairman of
the Board or if a Chairman of the Board shall not have been elected, preside at
each meeting of the Board of Directors or the stockholders. He shall perform all
duties incident to the office of President and such other duties as may from
time to time be assigned to him by the Board of Directors.

         SECTION 6. Vice-President. Each Vice-President shall perform all such
duties as from time to time may be assigned to him by the Board of Directors,
the Chief Executive Officer or the President. At the request of the President or
in his absence or in the event of his inability or refusal to act, the
Vice-President, or if there shall be more than one, the Vice-Presidents in the
order determined by the Board of Directors (or if there be no such
determination, then the Vice-Presidents in the order of their election), shall
perform the duties of the President, and, when so acting, shall have the powers
of and be subject to the restrictions placed upon the President in respect of
the performance of such duties.

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         SECTION 7. Treasurer. The Treasurer shall

                  (a) have charge and custody of, and be responsible for, all
         the funds and securities of the Corporation;


                  (b) keep full and accurate accounts of receipts and
         disbursements in books belonging to the Corporation;

                  (c) deposit all moneys and other valuables to the credit of
         the Corporation in such depositaries as may be designated by the Board
         of Directors or pursuant to its direction;

                  (d) receive, and give receipts for, moneys due and payable to
         the Corporation from any source whatsoever;

                  (e) disburse the funds of the Corporation and supervise the
         investments of its funds; taking proper vouchers therefor;

                  (f) render to the Board of Directors, whenever the Board of
         Directors may require, an account of the financial condition of the
         Corporation; and

                  (g) in general, perform all duties incident to the office of
         Treasurer and such other duties as from time to time may be assigned to
         him by the Board of Directors.

         SECTION 8. Secretary. The Secretary shall

                  (a) keep or cause to be kept in one or more books provided for
         the purpose, the minutes of all meetings of the Board of Directors, the
         committees of the Board of Directors and the stockholders;

                  (b) see that all notices are duly given in accordance with the
         provisions of these By-laws and as required by law;

                  (c) be custodian of the records and the seal of the
         Corporation and affix and attest the seal to all certificates for
         shares of the Corporation (unless the seal of the Corporation on such
         certificates shall be a facsimile, as hereinafter provided) and affix
         and attest the seal to all other documents to be executed on behalf of
         the Corporation under its seal;

                  (d) see that the books, reports, statements, certificates and
         other documents and records required by law to be kept and filed by the
         Corporation are properly kept and filed; and

                  (e) in general, perform all duties incident to the office of
         Secretary and such other duties as from time to time may be assigned to
         him by the Board of Directors.

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         SECTION 9. The Assistant Treasurer. The Assistant Treasurer, or if
there shall be more than one, the Assistant Treasurers in the order determined
by the Board of Directors (or if there be no such determination, then in the
order of their election), shall, in the absence of the Treasurer or in the event
of his inability or refusal to act, perform the duties and exercise the powers
of the Treasurer and shall perform such other duties as from time to time may be
assigned by the Board of Directors.

         SECTION 10. The Assistant Secretary. The Assistant Secretary, or if
there be more than one, the Assistant Secretaries in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the Secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Secretary and shall perform such other duties as from time to time may be
assigned to him by the Board of Directors.

         SECTION 11. Officers' Bonds or Other Security. If required by the Board
of Directors, any officer of the Corporation shall give a bond or other security
for the faithful performance of his duties, in such amount and with such surety
as the Board of Directors may require.

         SECTION 12. Compensation. The compensation of the officers of the
Corporation for their services as such officers shall be fixed from time to time
by the Board of Directors. An officer of the Corporation shall not be prevented
from receiving compensation by reason of the fact that he is also a director of
the Corporation.

                                    ARTICLE V

                      STOCK CERTIFICATES AND THEIR TRANSFER

         SECTION 1. Stock Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate, signed by, or in the name of the
Corporation by, the Chairman of the Board or the President or a Vice-President
and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of the Corporation, certifying the number of shares owned by him in
the Corporation. If the Corporation shall be authorized to issue more than one
class of stock or more than one series of any class, the designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restriction of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of the State of
Delaware, in lieu of the foregoing requirements, there may be set forth on the
face or back of the certificate which the Corporation shall issue to represent
such class or series of stock, a statement that the Corporation will furnish
without charge to each stockholder who so requests the designations, preferences
and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.

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

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         SECTION 3. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate theretofore
issued by the Corporation alleged to have been lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate, or
such owner's legal representative, to give the Corporation a bond in such sum as
the Board of Directors may direct sufficient to indemnify the Corporation
against any claim that may be made against the Corporation on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate or certificates.

         SECTION 4. Transfers of Stock. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, to cancel the old certificate and to record the
transaction upon its records; provided, however, that the Corporation shall be
entitled to recognize and enforce any lawful restriction on transfer. Whenever
any transfer of stock shall be made for collateral security, and not absolutely,
it shall be so expressed in the entry of transfer if, when the certificates are
presented to the Corporation for transfer, both the transferor and the
transferee request the Corporation to do so.

         SECTION 5. Transfer Agents and Registrars. The Board of Directors may
appoint, or authorize any officer or officers to appoint, one or more transfer
agents and one or more registrars.

         SECTION 6. Regulations. The Board of Directors may make such additional
rules and regulations, not inconsistent with these By-laws, as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of stock of the Corporation.

         SECTION 7. Fixing the Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

         SECTION 8. Registered Stockholders. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its records as the
owner of shares of stock to receive dividends and to vote as such owner, shall
be entitled to hold liable for calls and assessments a person registered on its
records as the owner of shares of stock, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares of stock on the
part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of the State of Delaware.



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                                   ARTICLE VI

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         SECTION 1. General. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against all expenses (including, without
limitation, attorneys' fees and expenses), judgments, fines and .amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, in and of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, or, with respect to any criminal action or proceeding, create a
presumption that the person had reasonable cause to believe that his conduct was
unlawful.

         SECTION 2. Derivative Actions. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against all expenses (including, without limitation, attorneys' fees
and expenses) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation; provided, however, that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

         SECTION 3. Indemnification in Certain Cases. To the extent that a
director, officer, employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in Sections 1 and 2 of this ARTICLE VI, or in defense of any claim, issue or
matter therein, he shall be indemnified against all expenses (including, without
limitation, attorneys' fees and expenses) actually and reasonably incurred by
him in connection therewith.

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         SECTION 4. Procedure. Any indemnification under Sections 1 and 2 of
this ARTICLE VI (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
such Sections 1 and 2. Such determination shall be made (a) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (b) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (c) by the
stockholders of the Corporation.

         SECTION 5. Advances for Expenses. The right to indemnification
conferred in this ARTICLE VI upon a director or officer shall include the right
to be paid by the Corporation all the expenses (including, without limitation,
attorneys' fees and expenses) incurred in defending an action, suit or
proceeding of the types set forth in Sections 1 and 2 of this ARTICLE VI in
advance of the final disposition of such action, suit or proceeding; provided,
however, that if the General Corporation Law of the State of Delaware requires,
an advancement of expenses incurred by an indemnitee in his capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such indemnitee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined that such indemnitee is not
entitled to be indemnified for such expenses under this ARTICLE VI or otherwise.
Expenses (including, without limitation, attorneys' fees and expenses) incurred
by an employee or agent in defending an action, suit or proceeding of the types
set forth in Sections 1 and 2 of this ARTICLE VI may be paid by the Corporation
in advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such employee or agent to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified for such expenses by the Corporation under this ARTICLE VI or
otherwise.

         SECTION 6. Rights Not Exclusive. The indemnification and advancement of
expenses provided by, or granted pursuant to, the other sections of this ARTICLE
VI shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any law,
by-law, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office.

         SECTION 7. Insurance. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this ARTICLE VI.

         SECTION 8. Definition of Corporation. For the purposes of this ARTICLE
VI, references to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees or agents so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions
,of this ARTICLE VI with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

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         SECTION 9. Definitions with respect to Employee Benefit Plans. For
purposes of this ARTICLE VI, references to "other enterprises" shall include
employee benefit plans; references to "fmes" shall include any excise taxes
assessed upon a person with respect to any employee benefit plan; and references
to "serving at the request of the Corporation" shall include any services as a
director, officer, employee or agent of the Corporation which imposes duties on,
or involves services by, such director, officer, employee or agent with respect
to an employee benefit plan, its participants or beneficiaries; and the person
who acted in good faith and in manner he reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not opposed to the best interests of the
Corporation" as referred to in this ARTICLE VI.

         SECTION 10. Survival of Rights. The indemnification and advancement of
expenses provided by, or granted pursuant to, this ARTICLE VI shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

                                   ARTICLE VII

                               GENERAL PROVISIONS

         SECTION 1. Dividends. Subject to the provisions of statute and the
Certificate of Incorporation, dividends upon the shares of capital stock of the
Corporation may be declared by the Board of Directors at any regular or special
meeting of the Board of Directors. Dividends may be paid in cash, in property or
in shares of stock of the Corporation, unless otherwise provided by statute or
the Certificate of Incorporation.

         SECTION 2. Reserves. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors may, from time to time, in its absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation or for such other purpose as the Board of Directors may think
conducive to the interests of the Corporation. The Board of Directors may modify
or abolish any such reserves in the manner in which it was created.

         SECTION 3. Seal. The seal of the Corporation shall be in such form as
shall be approved by the Board of Directors.

         SECTION 4. Fiscal Year. The fiscal year of the Corporation shall be
fixed, and once fixed, may thereafter be changed, by resolution of the Board of
Directors.

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         SECTION 5. Checks. Notes. Drafts. Etc. All checks, notes, drafts or
other orders for the payment of money of the Corporation shall be signed,
endorsed or accepted in the name of the Corporation by such officer, officers,
person or persons as from time to time may be designated by the Board of
Directors or by an officer or officers authorized by the Board of Directors to
make such designation.

         SECTION 6. Execution of Contracts. Deeds. Etc. The Board of Directors
may authorize any officer or officers, agent or agents, in the name and on
behalf of the Corporation to enter into or execute and deliver any and all
deeds, bonds, mortgages, contracts and other obligations or instruments, and
such authority may be general or confined to specific instances.

         SECTION 7. Voting of Stock in Other Corporations. Unless otherwise
provided by resolution of the Board of Directors, the Chairman of the Board or
the President, from time to time, may (or may appoint one or more attorneys or
agents to) cast the votes which the Corporation may be entitled to cast as a
stockholder or otherwise in any other corporation, any of whose shares or
securities may be held by the Corporation, at meetings of the holders of the
shares or other securities of such other corporation. If one or more attorneys
or agents are appointed, the Chairman of the Board or the President may instruct
the person or persons so appointed as to the manner of casting such votes or
giving such consent. The Chairman of the Board or the President may, or may
instruct the attorneys or agents appointed to, execute or cause to be executed
in the name and on behalf of the Corporation and under its seal or otherwise,
such written proxies, consents, waivers or other instruments as may be necessary
or proper in the circumstances.