NETWORK EQUIPMENT TECHNOLOGIES, INC.
                             BY-LAWS

                        TABLE OF CONTENTS



ARTICLE I ..........................................................2
	OFFICES ....................................................2


ARTICLE II .........................................................2
	MEETING OF STOCKHOLDERS ....................................2


ARTICLE III ........................................................6
	DIRECTORS ..................................................6
		MEETINGS OF THE BOARD OF DIRECTORS .................7
		COMMITTEES OF DIRECTORS ............................9
		COMPENSATION OF DIRECTORS .........................10
		REMOVAL OF DIRECTORS ..............................11


ARTICLE IV ........................................................11
	NOTICES ...................................................11


ARTICLE V .........................................................12


ARTICLE VI ........................................................15
	CERTIFICATE OF STOCK ......................................15
	LOST CERTIFICATES .........................................16
	TRANSFER OF STOCK .........................................17
	FIXING RECORD DATE ........................................17
	REGISTERED STOCKHOLDERS ...................................17


ARTICLE VII .......................................................18
	GENERAL PROVISIONS ........................................18
	DIVIDENDS .................................................18
	CHECKS ....................................................18
	FISCAL YEAR ...............................................19
	SEAL ......................................................19
	INDEMNIFICATION OF OFFICERS, DIRECTORS
	AND OTHERS ................................................19


ARTICLE VIII ......................................................23
	AMENDMENTS ................................................23

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                            BY-LAWS OF
                NETWORK EQUIPMENT TECHNOLOGIES, INC.

                            ARTICLE I

                             OFFICES

	Section 1.  The registered office shall be in the 
City of Wilmington, County of New Castle, State of Delaware.

	Section 2.  The Corporation may also have offices 
at such other places both within and without the State of 
Delaware as the Board of Directors may from time to time 
determine or the business of the Corporation may require.

                           ARTICLE II

                    MEETING OF STOCKHOLDERS

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

	Section 2.  Annual meetings of stockholders shall 
be held on the second Tuesday in August if not a legal 
holiday, and, if a legal holiday, then on the next secular 
day following, at 10:00 a.m., or such other date and time as 
shall be designated from time to time by the Board of 

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Directors and stated in the notice of the meeting, at which 
the stockholders shall elect members of the Board of 
Directors to succeed those whose terms expire and shall 
transact such other business as may properly be brought 
before the meeting.  At an annual meeting of the 
stockholders, only such business shall be conducted as shall 
have been properly brought before the meeting.  To be 
properly brought before an annual meeting, business must be 
specified in the notice of meeting (or any supplement 
thereto) given by or at the direction of the Board of 
Directors, otherwise properly brought before the meeting by 
or at the direction of the Board of Directors, or otherwise 
properly brought before the meeting by a stockholder.  In 
addition to any other applicable requirements, for business 
to be properly brought before an annual meeting by a 
stockholder, the stockholder must  have given timely notice 
thereof in writing to the Secretary of the Corporation.  To 
be timely, a stockholder's notice must be delivered to or 
mailed and received at the principal executive offices of the 
Corporation at least sixty (60) days prior to the meeting; 
provided, however, that in the event that less than sixty 
(60) days' notice or prior public disclosure of the date of 
the meeting is given or made to stockholders, notice by the 
stockholder to be timely must be so received not later than 
the close of business on the tenth (lOth) day following the 
day on which such notice of the date of the annual meeting 
was mailed or such public disclosure was made.  A 
stockholder's notice to the secretary shall set forth as to 
each matter the stockholder proposes to bring before the 
annual meeting (i) a brief description of the business 
desired to be brought before the annual meeting and the 
reasons for conducting such business at the annual meeting, 
(ii) such other information regarding the item of business to 
be proposed by such stockholder as would be required to be 
disclosed in solicitations for proxies to approve such 
proposed business pursuant to Schedule 14A under the 
Securities Exchange Act of 1934, as amended, (iii) the name 
and record address of the stockholder proposing such 

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business, (iv) the class and number of shares of the 
Corporation which are beneficially owned by the stockholder, 
(v) any material interest of the stockholder in such 
business.
	No business shall be conducted at the annual 
meeting except in accordance with the procedure set forth in 
this Section 2 of Article II.
	The chairman of an annual meeting shall, if the 
facts warrant, determine and declare to the meeting that 
business was not properly brought before the meeting in 
accordance with the provisions of this Section 2 of Article 
II, and if he or she should so determine, he or she shall so 
declare to the meeting and any such business not properly 
brought before the meeting shall not be transacted.

	Section 3.  Written notice of the annual meeting 
stating the place, date and hour of the meeting shall be 
given to each stockholder entitled to vote at such meeting 
not less than ten (10) nor more than sixty (60) days before 
the date of the meeting. 

	Section 4.  The officer who has charge of the stock 
ledger of the Corporation shall prepare and make, at least 
ten days before every meeting of stockholders, a complete 
list of the stockholders entitled to vote at the meeting, 
arranged in alphabetical order, and showing the address of 
each stockholder and the number of shares registered in the 
name of each stockholder. Such list shall be open to the 
examination of any stockholder, for any purpose germane to 
the meeting, during ordinary business hours, for a period of 
at least ten 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 the meeting, or, if not 
so specified, at the place where the meeting is to be held.  
The list shall also be produced and kept at the time and 

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place of the meeting during the whole time thereof, and may 
be inspected by any stockholder who is present. 
 
	Section 5.  Special meetings of the stockholders, 
for any purpose or purposes, unless otherwise prescribed by 
statute or by the certificate of incorporation, may be called 
by the chief executive officer and shall be called by the 
chief executive officer or secretary at the request in 
writing of a majority of the Board of Directors.  Such 
request shall state the purpose or purposes of the proposed 
meeting. 

	Section 6.  Written notice of a special meeting 
stating the place, date and hour of the meeting and the 
purpose or purposes for which the meeting is called shall be 
given not less than ten (10) nor more than sixty (60) days 
before the date of the meeting to each stockholder entitled 
to vote at such meeting. 

	Section 7.  Business transacted at any special 
meeting of stockholders shall be limited to the purposes 
stated in the notice. 

	Section 8.  The holders of a majority of the 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, without notice 
other than announcement at the meeting, until a quorum shall 
be present or represented.  At such adjourned meeting at 
which a quorum shall be present or represented any business 

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may be transacted which might have been transacted at the 
meeting as originally notified.  If the adjournment is for 
more than thirty (30) 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 9.  When a quorum is present at any 
meeting, the vote of the holders of a majority of the stock 
having voting power present in person or represented by proxy 
shall decide any question brought before such meeting unless 
the question is one upon which, by express provision of the 
statutes or of the certificate of incorporation, a different 
vote is required, in which case such express provision shall 
govern and control the decision of such question. 

	Section 10.  Unless otherwise provided in the 
certificate of incorporation, each stockholder shall at every 
meeting of the stockholders be entitled to one vote in person 
or by proxy for each share of the capital stock having voting 
power held by such stockholder but no proxy shall be voted on 
after three years from its date unless the proxy provides for 
a longer period.

                           ARTICLE III

                            DIRECTORS

	Section 1.  The number of directors which shall 
constitute the whole board shall not be less than five (5) 
nor more than eight (8). Within the limits above specified, 
the number of directors shall be determined by resolution of 
the Board of Directors or by the stockholders at the annual 
meeting of the stockholders, except as provided in Section 2 
of this Article, and each director elected shall hold office 
until his or her successor is elected and qualified.  
Directors need not be stockholders.  Section 1 of this 

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Article III may only be amended as set forth in Article VI of 
the Corporation's Certificate of Incorporation.
 
	Section 2.  Vacancies and newly created 
directorships resulting from any increase in the authorized 
number of directors may be filled by two-thirds (2/3) of the 
directors then in office, though less than a quorum, or by a 
sole remaining director, and the directors so chosen shall 
hold office until the next annual election and until their 
successors are duly elected and shall qualify unless sooner 
displaced. If there are no directors in office, then an 
election of directors may be held in the manner provided by 
statute. 

	Section 3.  The business of the Corporation shall 
be managed by or under the direction of its Board of 
Directors which may exercise all such powers of the 
Corporation and do all such lawful acts and things as are not 
proscribed by statute or by the certificate of incorporation 
or by these By-Laws directed or required to be exercised or 
done by the stockholders. 

                 MEETINGS OF THE BOARD OF DIRECTORS

	Section 4.  The Board of Directors of the 
Corporation may hold meetings, both regular and special, 
either within or without the State of Delaware. 

	Section 5.  The first meeting of each newly elected 
Board of Directors shall be held at such time and place as 
shall be fixed by the vote of the stockholders at the annual 
meeting and no notice of such meeting shall be necessary to 
the newly elected directors in order legally to constitute 
the meeting, provided a quorum shall be present. In the event 
of the failure of the stockholders to fix the time or place 
of such first meeting of the newly elected Board of 

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Directors, or in the event such meeting is not held at the 
time and place so fixed by the stockholders, the meeting may 
be held at such time and place as shall be specified in a 
notice given as hereinafter provided for special meetings of 
the Board of Directors or as shall be specified in a written 
waiver signed by all of the directors.

	Section 6.  Regular meetings of the Board of 
Directors may be held without notice at such time and at such 
place as shall from time to time be determined by the Board.

	Section 7.  Special meetings of the Board may be 
called by the chief executive officer on four (4) days' 
notice to each director by mail or forty-eight (48) hours 
notice to each director either personally, via overnight 
courier service, or by facsimile; special meetings shall be 
called by the chief executive officer or secretary in like 
manner and on like notice on the written request of two 
directors unless the board consists of only one director, in 
which case special meetings shall be called by the chief 
executive officer or secretary in like manner and on like 
notice on the written request of the sole director. 

	Section 8.  At all meetings of the Board, a 
majority of the authorized number of directors shall 
constitute a quorum for the transaction of business and the 
act of a majority of the directors present at any meeting at 
which there is a quorum shall be the act of the Board of 
Directors except as may be otherwise specifically provided by 
statute or by the certificate of incorporation.  If a quorum 
shall not be present at any meeting of the Board of 
Directors, the directors present thereat may adjourn the 
meeting from time to time, without notice other than 
announcement at the meeting, until a quorum shall be present.

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	Section 9.  Unless otherwise restricted by the 
certificate of incorporation or these By-Laws any action 
required or permitted to be taken at any meeting of the Board 
of Directors or of any committee thereof may be taken without 
a meeting if all members of the Board or committee, as the 
case may be, consent thereto in writing, and the writing or 
writings are filed with the minutes of proceedings of the 
Board or committee. 

	Section 10.  Unless otherwise restricted by the 
certificate of incorporation or these By-Laws, members of the 
Board of Directors, or any committee designated by the Board 
of Directors, may participate in a meeting of the Board of 
Directors, or any committee by means of conference telephone 
or similar communications equipment by means of which all 
persons participating in the meeting can hear each other, and 
such participation in a meeting shall constitute presence in 
person at the meeting. 

                      COMMITTEES OF DIRECTORS

	Section 11.  The Board of Directors may, by 
resolution passed by a majority of the whole Board, designate 
one or more committees, each committee to consist of one or 
more of the directors of the Corporation.  The Board may 
designate one or more directors as alternate members of any 
committee who may replace any absent or disqualified member 
at any meeting of the committee. 
	In the absence of disqualification of a member of a 
committee, the member or members thereof present at any 
meeting and not disqualified from voting, whether or not he, 
she, or they constitute a quorum, may unanimously appoint 
another member of the Board of Directors to act at the 
meeting in the place of any such absent or disqualified 
member.

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	Any such committee, to the extent provided in the 
resolution of the Board of Directors, shall have and may 
exercise all the powers and authority of the Board of 
Directors in the management of the business and affairs of 
the Corporation and may authorize the seal of the Corporation 
to be affixed to all papers which may require it; but no such 
committee shall have the powers or authority in reference to 
amending the certificate of incorporation, adopting an 
agreement of merger or consolidation, recommending to the 
stockholders the sale, lease or exchange of all or 
substantially all of the Corporation's property and assets, 
recommending to the stockholders a dissolution of the 
Corporation or a revocation of a dissolution, or amending the 
By-Laws of the Corporation; and, unless the resolution or the 
certificate of incorporation expressly so provides, no such 
committee shall have the power or authority to declare a 
dividend or to authorize the issuance of stock.  Such 
committee or committees shall have such name or names as may 
be determined from time to time by resolution adopted by the 
Board of Directors.

	Section 12.  Each committee shall keep regular 
minutes of its meetings and report the same to the Board of 
Directors when required.

                   COMPENSATION OF DIRECTORS

	Section 13.  Unless otherwise restricted by the 
certificate of incorporation or these By-Laws, the Board of 
Directors shall have the authority to fix the compensation of 
directors. The directors may be paid their expenses, if any, 
of attendance at each meeting of the Board of Directors and 
may be paid a fixed sum for attendance at each meeting of the 
Board of Directors or a stated salary as director.  No such 
payment shall preclude any director from serving the 
Corporation in any other capacity and receiving compensation 

<Page 11>

therefor.  Members of special or standing committees may be 
allowed like compensation for attending committee meetings. 

                      REMOVAL OF DIRECTORS

	Section 14.  Unless otherwise restricted by the 
certificate of incorporation or these By-Laws, any director 
or the entire Board of Directors may be removed with cause by 
the holders of a majority of shares entitled to vote at an 
election of directors. 


                           ARTICLE IV

                             NOTICES

	Section 1.  Whenever, under the provisions of the 
statutes or of the certificate of incorporation or of these 
By-Laws, notice is required to be given to any director or 
stockholder, it shall not be construed to mean personal 
notice, but such notice may be given in writing, by mail, 
addressed to such director or stockholder, at his or her 
address as it appears on the records of the Corporation, with 
postage thereon prepaid, and such notice shall be deemed to 
be given at the time when the same shall be deposited in the 
United States mail. Notice to directors, institutional 
stockholders and affiliates may also be given via overnight 
courier service or facsimile. 

	Section 2.  Whenever any notice is required to be 
given under the provisions of the statutes or of the 
certificate of incorporation or of these By-Laws, a waiver 
thereof in writing, signed by the person or persons entitled 
to said notice, whether before or after the time stated 
therein, shall be deemed equivalent thereto. 

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                           ARTICLE V

	Section 1.  Generally.  The officers of the 
Corporation shall consist of a Chairman of the Board or a 
Chief Executive Officer or both, one or more Vice Presidents, 
a Secretary, a Chief Financial Officer or a Treasurer or both 
and such other officers, including one or more assistant 
secretaries and assistant treasurers, as may from time to 
time be appointed by the Board of Directors.  Officers shall 
be elected by the Board of Directors.  Each officer shall 
hold office until his or her successor is elected and 
qualified or until his or her earlier resignation or removal.  
The Chairman of the Board shall be a member of the Board of 
Directors.  Any number of offices may be held by the same 
person.

	Section 2.  Chairman of the Board.  The Chairman of 
the Board, if any, shall preside at all meetings of the Board 
of Directors and of the stockholders at which he or she shall 
be present.  He or she shall have and may exercise such 
powers as are, from time to time assigned to his or her by 
the Board and as may be provided by law.  In the absence of 
the Chairman of the Board, the Vice Chairman of the Board, if 
any, shall preside at all meetings of the Board of Directors 
and of the stockholders at which he or she shall be present.  
He or she shall have and may exercise such powers as are, 
from time to time, assigned to his or her by the Board and as 
may be provided by law.

	Section 3.  Chief Executive Officer.  The Chief 
Executive Officer shall be the chief executive officer of the 
Corporation.  Subject to the provisions of these by-laws and 
to the direction of the Board of Directors, he or she shall 
have the responsibility for the general management and 
control of the business and affairs of the Corporation and 
shall perform all duties and have all powers which are 
commonly incident to the office of chief executive or which 

<Page 13>

are delegated to him or her by the Board of Directors.  The 
Chief Executive Officer shall be responsible for all 
resolutions, orders, and directives of the Board of Directors 
being carried into effect and may sign and execute, in the 
name of the Corporation, all stock certificates, deeds, 
mortgages, bonds, contracts and other instruments, and shall 
have general supervision and direction of all of the other 
officers, employees, and agents of the Corporation.  

	Section 4.  Vice President.  One or more Vice 
Presidents shall be designated by the Board to perform the 
duties and exercise the powers of the Chief Executive Officer 
in the event of the Chief Executive Officer's absence or 
disability.  The vice presidents shall have such other powers 
and perform such other duties as from time to time may be 
prescribed for them respectively by the Board of Directors, 
the bylaws, or the Chief Executive Officer.

	Section 5.  Chief Financial Officer.  The Chief 
Financial Officer shall control, audit, and arrange the 
financial affairs of the Corporation and shall keep and 
maintain adequate and correct accounts of the Corporation's 
properties and business transactions and prepare and deliver 
such financial reports and statements as may be requested by 
the Board of Directors or as may be required by law and in 
general shall perform all the duties incident to the office 
of Chief Financial Officer and such other duties as from time 
to time may be assigned by the Board of Directors.  The Chief 
Financial Officer shall also be responsible for all functions 
and duties of the treasurer of the Corporation, except if and 
to the extent responsibility for such functions and/or duties 
is assigned to a separate officer designated by the Board of 
Directors as the Treasurer of the Corporation.  It shall be 
the duty of the Assistant Treasurers to assist the Chief 
Financial Officer, and the Treasurer, if any, in the 
performance of their duties and to perform such other duties 

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as from time to time as may be assigned by the Board of 
Directors. 

	Section 6.  Secretary.  The Secretary shall issue 
all authorized notices for all meetings of the stockholders 
and the Board of Directors.  The Secretary shall keep minutes 
of all meetings of the stockholders and the Board of 
Directors.  The minutes shall show the time and place of each 
meeting, whether regular or special (and, if special, how 
authorized and the notice given), the names of those present 
at directors' meetings, the number of shares present or 
represented at stockholders' meetings, and the proceedings 
thereof.  The Secretary shall have charge of the corporate 
books and shall perform such other duties as the Board of 
Directors may from time to time prescribe.  It shall be the 
duty of the Assistant Secretaries to assist the Secretary in 
the performance of his or her duties.  In addition, the Chief 
Executive Officer may direct any Assistant Secretary to 
assume and perform the duties of the Secretary in the absence 
or disability of the Secretary, and each Assistant Secretary 
shall perform such other duties and have such other powers as 
the Board of Directors or the Chief Executive Officer shall 
designate from time to time.

	Section 7.  Delegation of Authority.  The Board of 
Directors may from time to time delegate the powers or duties 
of any officer to any other officers or agents, 
notwithstanding any provision hereof.

	Section 8.  Removal.  Any officer of the 
Corporation may be removed at any time, with or without 
cause, by the Board of Directors.

	Section 9.  Unless otherwise directed by the Board 
of Directors, the Chairman of the Board, or the Chief 
Executive Officer or any officer of the Corporation 

<Page 15>

authorized by the Chairman of the Board or the Chief 
Executive Officer shall have power to vote and otherwise act 
on behalf of the Corporation, in person or by proxy, at any 
meeting of stockholders with respect to any action of 
stockholders of any other Corporation which this Corporation 
may hold securities and otherwise to exercise any and all 
rights and powers which this Corporation may possess by 
reason of its ownership of securities in such other 
Corporation.

                             ARTICLE VI

                        CERTIFICATE OF STOCK

	Section 1.  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 or 
Vice Chairman of the Board of Directors, or the chief 
executive officer or a vice president and the treasurer or an 
assistant treasurer, or the secretary or an assistant 
secretary of the Corporation, certifying the number of shares 
owned by his or her in the Corporation.  
	Certificates may be issued for partly paid shares 
and, in such case, upon the face or back of the certificates 
issued to represent any such partly paid shares, the total 
amount of the consideration to be paid therefor and the 
amount paid thereon shall be specified.  
	If the Corporation shall be authorized to issue 
more than one class of stock or more than one series of any 
class, the powers, designations, preferences and relative, 
participating, optional or other special rights of each class 
of stock or series thereof and the qualification, limitations 
or restrictions 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 

<Page 16>

Law 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 
powers, 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.  Any of or all the signatures on the 
certificate may be 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 or she were such 
officer, transfer agent or registrar at the date of issue. 

                          LOST CERTIFICATES

	Section 3.  The Board of Directors may direct a new 
certificate or certificates to be issued in place of any 
certificate or certificates theretofore issued by the 
Corporation alleged to have been lost, stolen or destroyed 
upon the making of an affidavit of that fact by the person 
claiming the certificate of stock to be 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 certificates, or his or her legal 
representative, to advertise the same in such manner as it 
shall require and/or to give the Corporation a bond in such 
sum as it may direct as indemnity against any claim that may 

<Page 17>

be made against the Corporation with respect to the 
certificate alleged to have been lost, stolen or destroyed. 

                          TRANSFER OF STOCK

	Section 4.  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, assignation or authority to transfer, it shall be 
the duty of the Corporation to issue a new certificate to the 
person entitled thereto, cancel the old certificate and 
record the transaction upon its books. 

                          FIXING RECORD DATE

	Section 5.  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 
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 (60) nor less than 
ten (10) days before the date of such meeting, nor more than 
sixty (60) 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.

                        REGISTERED STOCKHOLDERS

	Section 6.  The Corporation shall be entitled to 
recognize the exclusive right of a person registered on its 
books as the owner of shares to receive dividends, and to 
vote as such owner and to hold liable for calls and 

<Page 18>

assessments a person registered on its books as the owner of 
shares and shall not be bound to recognize any equitable or 
other claim to or interest in such share or shares 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 Delaware.

                             ARTICLE VII

                         GENERAL PROVISIONS

                              DIVIDENDS

	Section 1.  Dividends upon the capital stock of the 
Corporation, subject to the provisions of the certificate of 
incorporation, if any, may be declared by the Board of 
Directors at any regular or special meetings, pursuant to 
law.  Dividends may be paid in cash, in property or in shares 
of the capital stock, subject to the provisions of the 
certificate of incorporation. 

	Section 2.  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 directors 
from time to time, in their 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 purposes as 
the directors shall think conducive to the interest of the 
Corporation, and the directors may modify or abolish any such 
reserve in the manner in which it was created. 

                                CHECKS

	Section 3.  All checks or demands for money and 
notes of the Corporation shall be signed by such officer or 
officers or such other person or persons as the Board of 
Directors may from time to time designate. 

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                             FISCAL YEAR

	Section 4.  The fiscal year of the Corporation 
shall be fixed by resolution of the Board of Directors. 

                                SEAL

	Section 5.  The Board of Directors may adopt a 
corporate seal having inscribed thereon 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 facsimile thereof to be impressed or affixed or 
reproduced or otherwise. 

          INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

	(a)  Indemnification in Actions Other Than Those Brought 
by the Corporation.  The corporation shall indemnify and hold 
harmless, to the fullest extent permitted by the Delaware 
General Corporation Law, as the same exists or may hereafter 
be amended (but, in the case of such amendment, only to the 
extent that such amendment permits the corporation to provide 
broader indemnification rights than such law permitted the 
corporation to provide prior to such amendment), 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 or she is or was a 
director or officer of the corporation, or is or was serving 
at the request of the corporation as a director, officer, 
employee or agent of another corporation against expenses 
(including attorneys' fees), judgments, fines and amounts 
paid in settlement actually and reasonably incurred by him or 
her in connection with such action, suit or proceeding.  

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Except as provided in paragraph (d) of this Section 6, the 
corporation shall be required to indemnify a person in 
connection with a proceeding (or part thereof) initiated by 
such person only if the proceeding (or part thereof) was 
authorized by the Board of Directors of the corporation.

	(b)	Indemnification in Actions Brought By or on Behalf 
of the Corporation.  The corporation shall indemnify and hold 
harmless, to the fullest extent permitted by the Delaware 
General Corporation Law, as the same exists or may hereafter 
be amended, 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 
or she is or was a director or officer of the corporation, or 
is or was serving at the request of the corporation as a 
director, officer, employee or agent of another corporation, 
against expenses (including attorney's fees) actually and 
reasonably incurred by him or her in connection with the 
defense or settlement of such action or suit.

	(c)	Expenses; Prepayment.  The corporation shall pay 
the expenses (including attorneys' fees) incurred by a 
director or officer who has been successful on the merits or 
otherwise in defending any action, suit or proceeding 
referenced in paragraphs (a) and (b) of this Section 6 and 
shall pay such expenses in advance of the final disposition 
of such matter upon receipt of an undertaking by the director 
or officer to repay all amounts advanced if it should be 
ultimately determined that the director or officer is not 
entitled to be indemnified under this Article or otherwise.

	(d)	Indemnification Procedure; Claims.	Any 
indemnification under paragraphs (a) and (b) of this Section 
6 (unless ordered by a court) shall be made by the 
corporation only as authorized in the specific case upon a 

<Page 21>

determination that indemnification of the director or office 
is proper in the circumstances because he or she has met the 
applicable standard of conduct set forth in paragraphs (a) 
and (b).  If a claim for indemnification or payment of 
expenses under Section 6 of this Article is not paid in full 
within sixty days after a written claim therefor has been 
received by the corporation, the claimant may file suit to 
recover the unpaid amount of such claim and, if successful in 
whole or in part, shall be entitled to be paid the expense of 
prosecuting such claim.

	(e)	Indemnification of Others.	The Board of 
Directors, in its discretion, shall have the power on behalf 
of the corporation to indemnify any person, other than a 
director or officer, made a party to any action, suit or 
proceeding by reason of the fact that he or she, or his or 
her testator or intestate, is or was an employee or agent of 
the corporation and to pay the expenses incurred by any such 
person in defending such action, suit or proceeding in 
advance of its final disposition.

	(f)	Non-exclusivity of Rights.  The indemnification and 
advancement of expenses provided by or granted pursuant to 
Section 6 of this Article VII shall not be deemed exclusive 
of any other rights to which those seeking indemnification or 
advancement of expenses may be entitled under any bylaw, 
agreement, vote of stockholders, or disinterested directors 
or otherwise, both as to action in his or her official 
capacity and as to action in another capacity while holding 
such office.

	(g)	Other Indemnification.  The corporation's 
obligation, if any, to indemnify any person who was or is 
serving at its request as a director, officer, employee or 
agent of another corporation, partnership, joint venture, 
trust, enterprise or nonprofit entity shall be reduced by any 

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amount such person may collect as indemnification from such 
other corporation, partnership, joint venture, trust, 
enterprise or nonprofit enterprise.

	(h)	Insurance.  The corporation shall have the 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 against any liability asserted against 
him or her and incurred by him or her in such capacity, or 
arising out of his or her status as such, whether or not the 
corporation would have the power to indemnify him or her 
against such liability under the provisions of this Section 
6.

	(i)	Successor Entities.  For purposes of Section 6 of 
this Article VII, 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 and 
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 
shall stand in the same position under the provisions of this 
Section 6 of Article VII with respect to the resulting or 
surviving corporation as he or she would have with respect to 
such constituent corporation if its separate existence had 
continued.

	(j)	Survival of Rights; Amendment or Repeal.  The 
indemnification and advancement of expenses provided by, or 
granted pursuant to this Article VII shall, unless otherwise 

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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.  Any repeal or modification 
of the foregoing provisions of Section 6 of this Article VII 
shall not adversely affect any right or protection hereunder 
of any person in respect of any act or omission occurring 
prior to the time of such repeal or modification.

                             ARTICLE VIII

                              AMENDMENTS

	Section 1.  These By-Laws may be altered, amended 
or repealed or new By-Laws may be adopted by the stockholders 
or by the Board of Directors pursuant to the provisions of 
the certificate of incorporation at any regular meeting of 
the stockholders or of the Board of Directors or at any 
special meeting of the stockholders or of the Board of 
Directors if notice of such alteration, amendment, repeal or 
adoption of new By-Laws be contained in the notice of such 
special meeting.

                                 END

N.E.T. BY-LAWS	 	     	   AS AMENDED AUGUST 8, 1995	

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