BYLAWS
                                       OF
                          SMARTVIDEO TECHNOLOGIES, INC.
                            (a Delaware corporation)


                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS


         SECTION 1. Place of Meetings. Meetings of stockholders shall be held
within or without the State of Delaware at such place or places as the Board of
Directors may from time to time determine.

         SECTION 2. Annual Meetings. Annual meetings of stockholders, for the
purpose of electing directors and transacting such other business as may
properly be brought before the meeting in accordance with Section 5 of this
Article I, shall be held on such date and at such time as the Board of Directors
shall determine.

         SECTION 3. Special Meetings. Special meetings of stockholders, for any
purpose or purposes prescribed in the notice of the meeting and for the conduct
of such business as may properly be brought before the meeting by or at the
discretion of the Board of Directors or the chairman of the meeting, may be
called by the Chairman of the Board or by a majority of the Board of Directors
(either by written instrument signed by such majority or by a resolution duly
adopted by the vote of such majority).

         SECTION 4. Notice of Stockholder Meetings. Written notice of every
meeting of stockholders, annual or special, stating the place, date and time
thereof and the purpose or purposes in general terms for which the meeting is
called shall, not less than 10 nor more than 60 days before the date on which
the meeting is to be held, be given to each stockholder entitled to vote
thereat. Such notice shall be delivered either personally or by first-class mail
or telegraphic or other written communication, charges prepaid, addressed to
each stockholder at such stockholder's address as it appears upon the stock
records of the Corporation or, if such stockholder shall have filed with the
Secretary of the Corporation a written request that notices intended for him or
her be mailed to some other address, then to the address designated in such
request. Notice shall be deemed to have been given when delivered personally or
deposited in the mail or sent by telegram or other means of written
communication.

         SECTION 5.    Quorum.

         (a) Except as otherwise provided by law or by the Certificate of
Incorporation, at any meeting of stockholders the presence in person or by proxy
of the holders of a majority of the shares of the outstanding capital stock of
the Corporation entitled to vote thereat shall constitute a quorum. If two or
more classes of stock are entitled to vote as separate classes upon any
question, then, in the case of each such class, a quorum for the consideration
of such question shall, except as otherwise provided by law or by the
Certificate of Incorporation, consist of a majority in interest of all stock of
that class entitled to vote.

         (b) If a quorum should fail to attend any meeting, then either (i) the
chairman of the meeting or (ii) the holders of a majority of the shares present
in person or represented by proxy and voting shall have the power to adjourn the
meeting to another place, date or time in accordance with Section 6 of this
Article I. Subject to the requirements of law and the Certificate of
Incorporation, on any issue on which two or more classes of stock are entitled
to vote separately, no adjournment shall be taken with respect to any class for
which a quorum is present unless the chairman of the meeting otherwise directs.

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         (c) If a quorum is initially present at a meeting, the stockholders may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.


         SECTION 6. Adjourned Meeting; Notice. When a meeting is adjourned to
another place, date or time, unless this Section otherwise requires, notice need
not be given of the adjourned meeting if the place, date and time thereof are
announced at the meeting at which the adjournment is taken. If the adjournment
is for more than 30 days, or if after the adjournment a new record date is fixed
for the adjourned meeting, notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting. At the adjourned
meeting the Corporation may transact any business that might have been
transacted at the original meeting.

         SECTION 7.    Proxies and Voting.

         (a) At every meeting of stockholders, upon any matter properly brought
before the meeting, except as otherwise provided in the Certificate of
Incorporation, every stockholder entitled to vote at such meeting shall have one
vote for each share of outstanding capital stock of the Corporation entitled to
vote which is registered in such stockholder's name on the books of the
Corporation. At each such meeting every stockholder shall be entitled to vote in
person or by proxy appointed by an instrument in writing subscribed by such
stockholder and bearing a date not more than three years prior to the meeting at
which it is offered, unless such instrument provides for a longer period during
which it is to remain in force.

         (b) All voting, including on the election of directors but excepting
where otherwise required by law or by the rules of any stock exchange or
quotation system on which securities of the Corporation are listed or quoted,
may, at the election of the chairman of the meeting, be by voice vote; provided,
however, that upon demand by a stockholder entitled to vote or by his or her
proxy, or if the chairman of the meeting shall so determine, the vote for
directors or upon any other matter before the meeting shall be taken by ballot.

         (c) All elections shall be determined by a plurality of the votes cast
and, except as otherwise required by law, by the Certificate of Incorporation or
by these Bylaws, all other matters shall be decided by a majority of the votes
cast affirmatively or negatively by the holders of shares of outstanding capital
stock of the Corporation entitled to vote and present in person or represented
by proxy at the meeting.

         SECTION 8. Stockholder List. A complete list of the stockholders of
record entitled to vote at any meeting of stockholders, arranged in alphabetical
order for each class of stock and showing the address of each such stockholder
and the number of shares registered in his or her name, shall be open to the
examination of any such stockholder, for any purpose germane to the meeting,
during ordinary business hours for a period of at least 10 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 of the
stockholders of record shall also be produced and kept at the time and place of
the meeting during the whole time thereof and may be inspected by any
stockholder present at the meeting.

         SECTION 9. Inspectors. The Board of Directors may, and to the extent
required by law shall, in advance of any meeting of stockholders, appoint one or
more inspectors to act at the meeting 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 the meeting of stockholders, the chairman of the meeting may, and to the
extent required by law shall, appoint one or more inspectors at the meeting.
Each inspector, before entering upon the discharge of his or her duties, shall
take and sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his or her ability. The inspectors may
appoint or retain other persons or entities to assist the inspectors in the
performance of their duties.

         SECTION 10. Action Without Meeting. Except as required by the
Certificate of Incorporation, any action required or permitted to be taken at
any annual or special meeting of stockholders, or any action which may be taken
at any annual or special meeting, may be taken without a meeting, without prior
notice and without a 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 entitled to vote thereon were present
and voted, and such written consent is filed with the minutes of proceedings of
the stockholders. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

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         SECTION 11. Organization. The Chairman of the Board or, in his or her
absence, the Chief Executive Officer or, in his or her absence, the President
or, in his or her absence, a Vice President, shall call meetings of the
stockholders to order and shall act as chairman thereof. The Secretary of the
Corporation, if present, shall act as secretary of all meetings of stockholders
and, in his or her absence, the chairman of the meeting may appoint a secretary.

         SECTION 12. Conduct of Business. The chairman of any meeting of
stockholders shall determine the order of business and the procedures at the
meeting, including such matters as the regulation of the manner of voting and
the conduct of business. The date and time of the opening and closing of the
polls for each matter upon which the stockholders will vote at the meeting shall
be announced at the meeting.

                                   ARTICLE II

                                    DIRECTORS

         SECTION 1. Powers.  Except as otherwise  required by law or provided by
the  Certificate  of  Incorporation  or these  Bylaws, the business and affairs
of the Corporation shall be managed by or under the direction of the Board of
Directors.

         SECTION 2. Number of Directors. The Board of Directors shall consist of
one or more members. The exact number of directors constituting the Board of
Directors shall be fixed, and may be changed from time to time, by the Board of
Directors pursuant to a resolution passed by a majority of the Board of
Directors then in office, even if less than a quorum, at a duly held meeting of
directors. No reduction in the authorized number of directors shall have the
effect of removing any director before that director's term of office expires.
Directors need not be stockholders.

         SECTION 3. Term of Office. Except for the initial directors, who shall
be elected by the incorporator of the Corporation, and except as otherwise
provided in these Bylaws, directors shall be elected at each annual meeting of
stockholders. Each director so elected shall hold office until the next annual
meeting of stockholders and until his or her successor is duly elected and
qualified or until his or her earlier resignation, removal or death.

         SECTION 4. Vacancies and Newly Created Directorships. If the office of
any director becomes vacant for any reason or if the number of directors shall
at any time be increased, the Board of Directors may fill such vacancy or newly
created directorship pursuant to a resolution duly adopted by a majority of the
directors then in office, even if less than a quorum, and any director so chosen
shall hold office until the next annual meeting of stockholders and until his or
her successor is duly elected and qualified or until his or her earlier
resignation, removal or death. The stockholders may at any duly held meeting of
stockholders elect a director to fill a vacancy or newly created directorship
not filled by the directors.

         SECTION 5. Removal by Stockholders. Unless otherwise restricted by law
or by the Certificate of Incorporation, any director or the entire Board of
Directors may be removed, with or without cause, at a duly held meeting of
stockholders by the holders of a majority of the shares of outstanding capital
stock of the Corporation then entitled to vote on the election of directors.

         SECTION 6. Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at such place, within or without the State of
Delaware, on such dates and at such times as shall be determined from time to
time by the Board of Directors. A regular meeting of the Board may also be held
without notice immediately following the annual meeting of stockholders at the
place where such meeting is held.

         SECTION 7. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, any two of the directors then in
office, the Chief Executive Officer or, if no person holds such office, the
President. Notice of the place, date and time of each such special meeting shall
be given to each director by whom it is not waived by (i) mailing written notice
not fewer than four days before the meeting or (ii) telegraphing, transmitting a
facsimile of or personally delivering written notice or giving telephonic notice
not fewer than 48 hours before the meeting. Unless otherwise indicated in the
notice thereof, any and all business may be transacted at a special meeting.

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         SECTION 8. Participation by Telephone Conference Call. 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 of any such committee, by
means of telephone conference 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.

         SECTION 9. Quorum and Vote Required for Action. Except as may be
otherwise provided by law, by the Certificate of Incorporation or by these
Bylaws, a majority of the authorized number of directors shall constitute a
quorum for the transaction of business, and the affirmative vote of a majority
of the directors present at a duly held meeting at which there is a quorum
present shall be the act of the Board of Directors. A meeting at which a quorum
is initially present may continue to transact business notwithstanding the
withdrawal of directors, if any action taken is approved by at least a majority
of the required quorum for the meeting.

         SECTION 10. Adjournment. A majority of the directors present, whether
or not constituting a quorum, may adjourn any meeting to another time and place,
and no further notice thereof need be given other than announcement of the
adjournment at the meeting so adjourned. At the adjourned meeting, the Board of
Directors may transact any business that might have been transacted at the
original meeting.

         SECTION 11. Action Without Meeting. 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 a written consent thereto is signed by all
members of the Board or of such committee, as the case may be, and such written
consent is filed with the minutes of proceedings of the Board of Directors or
committee.

         SECTION 12. Compensation. Directors and members of committees may
receive such compensation, if any, for their services and such reimbursement of
expenses as may be fixed or determined by resolution of the Board of Directors.
This Section shall not be construed to preclude any director from serving the
Corporation in any other capacity as an officer, agent, employee or otherwise
and receiving compensation for those services.


                                   ARTICLE III

                             COMMITTEES OF DIRECTORS

         SECTION 1. Committees of the Board of Directors. The Board of
Directors, by vote of a majority of the authorized number of directors, may at
any time designate one or more committees, each consisting of two or more
directors of the Corporation. The Board of Directors may designate one or more
directors as alternate members of any such committee who may then replace any
absent or disqualified member at any meeting of the committee. In lieu of such
action by the Board of Directors, in the absence or disqualification of any
member of a committee, the committee members present at any meeting and not
disqualified from voting, regardless of whether 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. Except as
otherwise provided by law, by the Certificate of Incorporation or by these
Bylaws, any such committee, to the extent provided in resolutions duly adopted
by the Board of Directors, shall have and may exercise all powers and authority
of the Board of Directors in the direction of the management of the business and
affairs of the Corporation. Unless otherwise prescribed by the Board of
Directors, a majority of the members of the committee shall constitute a quorum
for the transaction of business, and the affirmative vote of a majority of the
members present at a duly held meeting at which there is a quorum present shall
be the act of such committee. Each committee shall determine its own rules for
calling and holding meetings and its own methods of procedure, subject to any
rules prescribed by the Board of Directors, and shall keep a written record of
all actions taken by such committee.

         SECTION 2. Term of Office. Each member of a committee shall hold office
until the first meeting of the Board of Directors following the annual meeting
of stockholders at which such member is not re-elected to the Board of Directors
(or until such other time as the Board of Directors may determine, either in the
vote establishing the committee or at the election of such member or otherwise)
and until his or her successor is duly elected and qualified or until he or she
sooner resigns, is removed, dies, is replaced by change of membership or becomes
disqualified by ceasing to be a director, or until the committee is sooner
abolished by the Board of Directors.

         SECTION 3. Audit Committee. Without limiting the generality of the
foregoing, the Board of Directors shall designate annually an Audit Committee
consisting of at least one independent director. The Audit Committee shall
select independent public accountants to audit the books of account and other
appropriate corporate records of the Corporation annually and at such other

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times as the Board of Directors shall determine by resolution,  and shall review
with such independent accountants the Corporation's financial statements,  basic
accounting and financial policies and practices,  adequacy of controls, standard
and special tests used in verifying the Corporation's  statements of account and
in determining the soundness of the Corporation's financial condition. The Audit
Committee  shall report to the Board of Directors  the results of such  reviews,
review the policies and  practices  pertaining to  publication  of quarterly and
annual   statements  to  assure   consistency   with  audited  results  and  the
implementation  of  policies  and  practices   recommended  by  the  independent
accountants,  ensure that suitable independent audits are made of the operations
and results of  subsidiaries  and  affiliates  and monitor  compliance  with the
Corporation's  code of business  conduct.  The Audit  Committee  shall have such
other  duties,  functions  and powers as the Board of Directors may from time to
time  prescribe  and as may be  required  from  time to time by the rules of any
stock exchange or quotation  system on which  securities of the  Corporation are
listed or quoted.


                                   ARTICLE IV

                                    OFFICERS

         SECTION 1. Officers. The officers of the Corporation shall consist of a
Chief Executive Officer or President, or both, a Chief Financial Officer, a
Secretary and, in the discretion of the Board of Directors, a Chairman of the
Board, a Chief Operating Officer and one or more Executive Vice Presidents, Vice
Presidents, Assistant Vice Presidents, Assistant Secretaries and such other
officers as the Board of Directors deems necessary or appropriate. Except as may
be expressly set forth in a written employment contract between the Corporation
and an officer or in a resolution duly adopted by the Board of Directors, each
officer shall hold office until his or her successor is duly elected and
qualified or until his or her earlier resignation, removal or death. The powers
and duties of more than one office may be exercised and performed by the same
person.

         SECTION 2. Vacancies. Any vacancy in any office may be filled for the
unexpired portion of the term by the Board of Directors at any regular or
special meeting.

         SECTION 3. Chairman of the Board; Vice Chairman of the Board. The
Chairman of the Board of Directors, if there be such an officer, shall be a
member of the Board of Directors and shall preside at its meetings. The Chairman
of the Board shall advise and counsel with the Chief Executive Officer or, if no
person holds such office, the President, and shall perform such duties as from
time to time may be assigned to him or her by the Board of Directors or
prescribed by these Bylaws. The Board of Directors may also elect a Vice
Chairman of the Board who, if there be such an officer, shall be a member of the
Board of Directors and may preside at its meetings. Any person occupying the
position or having the title of Chairman of the Board or Vice Chairman of the
Board shall not, merely in such capacity or because of such title, be either an
officer or employee of the Corporation unless the Board duly adopts a resolution
with respect to such person subsequent to his or her election to such position
specifically designating such position as an officer and/or employee position
specifically with respect to such person.

         SECTION 4. Chief Executive Officer. Subject to such supervisory powers,
if any, as may be given by the Board of Directors to the Chairman of the Board,
if there be such an officer, and subject to the control of the Board of
Directors, the Chief Executive Officer of the Corporation, if there be such an
officer, shall have general supervision, direction and control of the business
and officers of the Corporation. Subject to the Board of Directors, the Chief
Executive Officer shall be the final arbiter in all differences among the
officers of the Corporation and his or her decision as to any matter affecting
the Corporation shall be final and binding as among the officers of the
Corporation. The Chief Executive Officer shall have the general powers and
duties of management usually vested in the office of chief executive officer of
a corporation and shall have such other powers and perform such other duties as
may be assigned to him or her from time to time by the Board of Directors or
prescribed by these Bylaws.

         SECTION 5. President. Subject to such supervisory powers, if any, as
may be given by the Board of Directors to the Chairman of the Board and the
Chief Executive Officer of the Corporation, if there be such an officer or
officers, and subject to the control of the Board of Directors, the President of
the Corporation, if there be such an officer, shall have such general powers and
duties of management as may be assigned to him or her from time to time by the
Board of Directors, the Chairman of the Board or the Chief Executive Officer of
the Corporation or prescribed by these Bylaws. If no Chief Executive Officer
shall have been elected, the President shall perform all the duties of the Chief
Executive Officer and when so acting shall have all the powers of, and be
subject to all the restrictions upon, the Chief Executive Officer.

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         SECTION 6. Executive Vice Presidents, Vice Presidents and Other
Officers. Each Executive Vice President, Vice President, Assistant Vice
President and such other officer as may be duly elected under these Bylaws shall
have and exercise such powers and shall perform such duties as from time to time
may be assigned to such officer by the Board of Directors, the Chairman of the
Board, the Chief Executive Officer or the President or prescribed by these
Bylaws.

         SECTION 7. Secretary. The Secretary shall keep the minutes of all
meetings of the stockholders and of the Board of Directors in books provided for
that purpose, see that all notices are duly given in accordance with the
provisions of law and these Bylaws, be custodian of the records and of the
corporate seal or seals of the Corporation and see that the corporate seal is
affixed to all documents the execution of which, on behalf of the Corporation
under its seal, is duly authorized and, when the seal is so affixed, the
Secretary may attest the same. In general, the Secretary shall perform all
duties incident to the office of secretary of a corporation and such other
duties as from time to time may be assigned to him or her by the Board of
Directors or the Chairman of the Board or prescribed by these Bylaws.

         SECTION 8. Assistant Secretaries. The Assistant Secretaries, if there
be any such officers, in order of their seniority shall, in the absence of the
Secretary, perform the duties and exercise the powers of the Secretary and shall
perform such other duties as the Board of Directors shall assign to them or as
from time to time may be assigned to them by the Chairman of the Board or the
Secretary.

         SECTION 9. Chief Financial Officer. The Chief Financial Officer of the
Corporation shall keep and maintain, or cause to be kept and maintained,
adequate and correct accounts of the properties and business transactions of the
Corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, surplus and shares. The books of account
shall at all reasonable times be open to inspection by any director. The Chief
Financial Officer shall deposit all monies and other valuables in the name and
to the credit of the Corporation with such depositories as may be designated by
the Board of Directors. The Chief Financial Officer shall disburse the funds of
the Corporation as may be ordered by the Board of Directors, shall render to the
Chief Executive Officer, President and Board of Directors, whenever they request
it, an account of all of his or her transactions as Chief Financial Officer and
of the financial condition of the Corporation; shall have such other powers and
perform such other duties as may be assigned to him or her by the Board of
Directors or prescribed by these Bylaws; and shall perform such other duties
consistent therewith as may be assigned to him or her by the Chief Executive
Officer or, if no person holds such office, the President.

         SECTION 10. Subordinate Officers. The Board of Directors may appoint
such subordinate officers as the Board may deem desirable. Each such officer
shall hold office for such period, have such authority and perform such duties
as the Board of Directors may prescribe. The Board of Directors may, from time
to time, authorize any officer to appoint and remove subordinate officers and to
prescribe the powers and duties thereof.

         SECTION 11. Compensation. The Board of Directors shall fix the
compensation of all officers of the Corporation. The Board may authorize any
officer upon whom the power of appointing subordinate officers may have been
conferred to fix the compensation of such subordinate officers.

         SECTION 12. Removal. Any officer of the Corporation may be removed,
with or without cause, by action of the Board of Directors or the Chief
Executive Officer or, if no person holds such office, the President.

         SECTION 13. Bonds. The Board of Directors may require any officer of
the Corporation to give a bond to the Corporation, conditional upon the faithful
performance of his or her duties, with one or more sureties and in such amount
as may be satisfactory to the Board of Directors.

         SECTION 14. Loans to Directors or Executive Officers. The Corporation
may not, directly or indirectly, including through any subsidiary, extend or
maintain credit, arrange for the extension of credit, or renew an extension of
credit, in the form of a personal loan, to, or for any director or executive
officer (or equivalent thereof) in contravention of applicable law (including,
without limitation, Section 402 of the Sarbanes-Oxley Act of 2002 and any
regulations promulgated thereunder).

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                                    ARTICLE V

                                      STOCK



         SECTION 1.    Form and Execution of Certificates.

                  (a) The interest of each stockholder of the Corporation shall
be evidenced by a certificate or  certificates  for shares of stock in such form
as the Board of Directors may from time to time prescribe.  The  certificates of
stock of each  class  shall be  consecutively  numbered  and signed by the Chief
Executive  Officer  or  the  President,  and by the  Secretary  or an  Assistant
Secretary,  may be  countersigned  and registered in such manner as the Board of
Directors  may by resolution  prescribe  and shall bear the corporate  seal or a
printed or engraved facsimile thereof. The signatures of any such officer may be
facsimiles,  engraved or printed.  In case any transfer  agent or any officer or
officers who shall have signed, or whose facsimile signature or signatures shall
have been used on, any  certificate  shall  cease to be such  transfer  agent or
officer  or  officers,  whether  because  of  resignation,   removal,  death  or
otherwise,  before such  certificate  shall have been issued by the Corporation,
such  certificate may nevertheless be issued and delivered by the Corporation as
though the person or persons  who signed  such  certificate  or whose  facsimile
signature or  signatures  shall have been used thereon had not ceased to be such
transfer agent or officer or officers,  and certificates issued and delivered to
stockholders prior to such cessation shall not be affected thereby.

         (b) In case the corporate seal which has been affixed to, impressed on
or reproduced in any such certificate shall cease to be the seal of the
Corporation before such certificate shall have been issued and delivered by the
Corporation, such certificate may nevertheless be issued and delivered by the
Corporation as though the seal affixed thereto, impressed thereon or reproduced
therein had not ceased to be the seal of the Corporation, and certificates
issued and delivered to stockholders prior to such cessation shall not be
affected thereby.

         (c) Every certificate for shares of stock which are subject to any
restriction on transfer pursuant to the Certificate of Incorporation, these
Bylaws or any agreement to which the Corporation is a party shall note the
restriction conspicuously on the certificate and shall also set forth, on the
face or back, either the full text of the restriction or a statement of the
existence of such restriction and a statement that the Corporation will furnish
a copy of the full text thereof to the holder of such certificate upon written
request and without charge.

         (d) Every certificate issued when the Corporation is authorized to
issue more than one class or series of stock shall set forth on its face or back
either (i) the full text or a summary of the preferences, voting powers,
qualifications and special and relative rights of the shares of the class or
series represented by such certificate or (ii) a statement of the existence of
such preferences, voting powers, qualifications and rights and that the
Corporation will furnish a copy of the full text or a summary thereof to the
holder of such certificate upon written request and without charge.

         SECTION 2. Transfer of Shares. The shares of the stock of the
Corporation shall be transferred on the books of the Corporation by the holder
thereof in person or by his or her attorney lawfully constituted, upon surrender
for cancellation of certificates for the same number of shares, with an
assignment and power of transfer endorsed thereon or attached thereto duly
executed, with such proof or guaranty of the authenticity of the signature as
the Corporation or its agents may reasonably require. The Corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and accordingly 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,
save as expressly provided by law or by the Certificate of Incorporation. It
shall be the duty of each stockholder to notify the Corporation of his or her
address.

         SECTION 3.    Record Dates.

         (a) 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 receive payment of any dividend or other distribution
or allotment of any rights or 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 record date
shall not precede the date on which the resolution fixing the record date is
adopted and which record date shall not be more than 60 nor less than 10 days
before the date of any meeting of stockholders nor more than 60 days prior to
the time for any other action (if such other action is permitted by the
Certificate of Incorporation). Only such stockholders as shall be stockholders
of record on the date so fixed shall be entitled to notice of, and to vote at,
any such meeting or to receive payment of any such dividend or other
distribution, or to receive such allotment of rights, or to exercise such
rights, as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation after any record date fixed as aforesaid. If no such
record date is so fixed by the Board, the record date shall be determined by
applicable law.

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         (b) 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 4. Lost or Destroyed Certificates. In case of the loss or
destruction of any certificate of stock, a new certificate may be issued under
the following conditions:

         (a) The owner of such certificate shall file with the Secretary or any
Assistant Secretary of the Corporation an affidavit giving the facts in relation
to the ownership and the loss or destruction of such certificate, stating its
number and the number of shares represented thereby. Such affidavit shall be in
such form and contain such statements as shall satisfy the Chief Executive
Officer or, if no person holds such office, the President, the Secretary or any
Assistant Secretary that such certificate has been accidentally destroyed or
lost and that a new certificate ought to be issued in lieu thereof. Upon being
so satisfied, such officer may require such owner to furnish to the Corporation
a bond in such form and for such amount as such officer may deem advisable, and
with a surety or sureties approved by such officer, to indemnify and save
harmless the Corporation from any claim, loss, damage or liability which may be
occasioned by the issuance of a new certificate in lieu thereof. Upon such bond
being so filed, a new certificate for the same number of shares shall be issued
to the owner of the certificate so lost or destroyed and the transfer agent and
registrar, if any, of stock shall countersign and register such new certificate
upon receipt of a written order signed by such officer, and thereupon the
Corporation will save harmless such transfer agent and registrar in the
premises. In case of the surrender of the original certificate, in lieu of which
a new certificate has been issued, or the surrender of such new certificate, for
cancellation, any bond of indemnity given as a condition of the issue of such
new certificate may be surrendered.

         (b) The Board of Directors may by resolution authorize and direct any
transfer agent or registrar of stock of the Corporation to issue and register,
respectively, from time to time without further action or approval by or on
behalf of the Corporation new certificates of stock to replace certificates
reported lost, stolen or destroyed upon receipt of an affidavit of loss and bond
of indemnity in form and amount and with surety satisfactory to such transfer
agent or registrar in each instance or upon such terms and conditions as the
Board of Directors may determine.

                                   ARTICLE VI

                             EXECUTION OF DOCUMENTS

         SECTION 1. Execution of Checks, Notes, etc. All checks and drafts on
the Corporation's bank accounts and all bills of exchange and promissory notes,
and all acceptances, obligations and other instruments for the payment of money,
shall be signed by such officer or officers, or agent or agents, as shall be
thereunto authorized from time to time by the Board of Directors which may in
its discretion authorize any such signatures to be facsimile.

         SECTION 2. Execution of Contracts, Assignments, etc. Unless the Board
of Directors, the Chief Executive Officer or, if no person holds such office,
the President, shall have otherwise provided generally or in a specific
instance, all contracts, agreements, endorsements, assignments or other
instruments shall be signed by the Chief Executive Officer, the President or the
Chief Financial Officer. The Board of Directors may, however, in its discretion,
require any or all such instruments to be signed by any two or more of such
officers or may permit any or all of such instruments to be signed by such other
officer or officers, agent or agents, as the Board of Directors shall thereunto
authorize from time to time.

         SECTION 3. Voting of Stock Owned by the Corporation. The Chief
Executive Officer, the President, the Secretary or any other officer designated
by the Board of Directors may on behalf of the Corporation attend, vote and
grant proxies to vote with respect to shares of stock of other companies
standing in the name of the Corporation.

                                   ARTICLE VII

                                 INDEMNIFICATION

         SECTION 1. Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), 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 or officer of another corporation or of
a partnership, joint venture, trust or other enterprise, including service with

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respect to employee  benefit plans  (hereinafter an  "indemnitee"),  whether the
basis of such proceeding is alleged action in an official capacity as a director
or officer or in any other  capacity  while  serving as a director  or  officer,
shall be indemnified  and held harmless by the Corporation to the fullest extent
permitted by the  Delaware  General  Corporation  Law, as the same exists or may
hereafter be amended (the "DGCL") (but, in the case of any such amendment,  only
to the extent that such amendment  permits the  Corporation  to provide  broader
indemnification  rights than  permitted  prior  thereto),  against all  expense,
liability and loss (including attorneys' fees, judgments, fines, excise taxes or
penalties and amounts paid or to be paid in settlement)  reasonably  incurred or
suffered by such indemnitee in connection  therewith,  and such  indemnification
shall  continue as to an indemnitee  who has ceased to be a director or officer,
and  shall  inure  to the  benefit  of the  indemnitee's  heirs,  executors  and
administrators; provided, however, that, except as provided in Section 2 of this
Article VII, with respect to proceedings  to enforce rights to  indemnification,
the  Corporation  shall  indemnify  any such  indemnitee  in  connection  with a
proceeding  (or  part  thereof)  initiated  by  such  indemnitee  only  if  such
proceeding  (or part  thereof) was  authorized  by the Board of Directors of the
Corporation. The right to indemnification conferred in this Article VII shall be
a contract right and, to the extent not prohibited by applicable law (including,
without  limitation,  Section  402 of the  Sarbanes-Oxley  Act of  2002  and any
regulations promulgated  thereunder),  shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final  disposition  (hereinafter an  "advancement  of expenses");  provided,
however,  that, if the DGCL so requires,  an advancement of expenses incurred by
an indemnitee in his or her capacity as a director or officer shall be made only
upon  delivery  to  the   Corporation   of  an   undertaking   (hereinafter   an
"undertaking"),  by or on behalf of such  indemnitee,  to repay all  amounts  so
advanced if it shall  ultimately be determined by final  judicial  decision from
which there is no further right to appeal  (hereinafter a "final  adjudication")
that such  indemnitee is not entitled to be indemnified  for such expenses under
this Article or otherwise.

         SECTION 2. Right of Indemnitee to Bring Suit. If a claim under Section
1 of this Article VII is not paid in full by the Corporation within 30 days
after a written claim has been received by the Corporation, the indemnitee may
at any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim. If successful in whole or in part in any such suit, or in a
suit brought by the Corporation to recover an advancement of expenses pursuant
to the terms of an undertaking, the indemnitee shall be entitled to be paid also
the expense of prosecuting or defending such suit. In (a) any suit brought by
the indemnitee to enforce a right to indemnification hereunder (but not in a
suit brought by the indemnitee to enforce a right to an advancement of expenses)
it shall be a defense that, and (b) in any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met the applicable standard of conduct set forth in the DGCL.
Neither the failure of the Corporation (including its Board of Directors,
independent legal counsel or its stockholders) to have made a determination
prior to the commencement of such suit that indemnification of the indemnitee is
proper in the circumstances because the indemnitee has met the applicable
standard of conduct set forth in the DGCL, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article VII or otherwise shall be on the Corporation.

         SECTION 3. Non-Exclusivity of Rights. The rights to indemnification and
to the advancement of expenses incurred in defending a proceeding in advance of
its final disposition conferred in this Article VII shall not be exclusive of
any other right which any person may have or hereafter acquire under the
Certificate of Incorporation of the Corporation or any statute, bylaw,
agreement, vote of stockholders or disinterested directors or otherwise. The
Board of Directors may adopt bylaws from time to time with respect to
indemnification to provide at all times the fullest indemnification authorized
by the DGCL.

         SECTION 4. Indemnification of Employees and Agents. The Corporation
may, to the extent authorized from time to time by the Board of Directors, grant
to any person serving as an employee or agent of the Corporation and to any
person serving at the request of the Corporation as an employee or agent of
another corporation or of any partnership, joint venture, trust or other
organization or enterprise, including service with respect to employee benefit
plans, rights to indemnification and to the advancement of expenses to the
fullest extent of the provisions of this Article VII with respect to the
indemnification of, and the advancement of expenses to, directors and officers
of the Corporation.

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         SECTION 5. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the DGCL.


                                  ARTICLE VIII

                                  MISCELLANEOUS

         SECTION 1. Inspection of Books. The Board of Directors shall determine
from time to time whether, and if allowed, to what extent and at what time and
places and under what conditions and regulations, the accounts and books of the
Corporation (except such as may by law be specifically open to inspection), or
any of them, shall be open to the inspection of the stockholders, and no
stockholder shall have any right to inspect any account or book or document of
the Corporation, except as conferred by the laws of the State of Delaware,
unless and until authorized so to do by a duly adopted resolution of the Board
of Directors or of the stockholders of the Corporation.

         SECTION 2. Fiscal Year. The fiscal year of the Corporation shall be
determined from time to time by vote of the Board of Directors. In the absence
of such determination, the fiscal year shall be the calendar year.

         SECTION 3. Corporate Seal. The corporate seal shall be circular in form
and shall contain the name of the Corporation, the year of its creation and
words to the effect "CORPORATE SEAL DELAWARE." Such seal may be used by causing
it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

         SECTION 4. Waiver of Notice. Notice of any meeting of stockholders or
directors need not be given to any person entitled thereto (a) who signs a
waiver of notice or a consent to holding the meeting or an approval of the
minutes thereof, whether before or after the meeting, or (b) who attends the
meeting, except when the person attends the meeting for the express purpose of
objecting, at the commencement of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. All such
waivers, consents and approvals shall be filed with the corporate records or
made part of the minutes of the meeting. Neither the business to be transacted
at, nor the purpose of, any such meeting need be specified in any written waiver
of notice or in any written consent to the holding of the meeting.

                                   ARTICLE IX

                                   AMENDMENTS

Except as expressly provided by these Bylaws, these Bylaws may be altered,
amended, changed or repealed and new Bylaws adopted by the affirmative vote of a
majority of the outstanding shares of capital stock of the Corporation entitled
to vote or by the Board of Directors, in either case at any meeting called for
that purpose at which a quorum shall be present. Any bylaw, whether made,
altered, amended, changed or repealed by the stockholders or the Board of
Directors may be repealed, amended, changed, further amended, changed, repealed
or reinstated, as the case may be, either by the stockholders or by the Board of
Directors as herein provided; except that this Article IX may be altered,
amended, changed or repealed only by the affirmative vote of a majority of the
outstanding shares of capital stock of the Corporation entitled to vote

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