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                                                                     EXHIBIT 3.2

                     MEDICAL STAFFING NETWORK HOLDINGS, INC.

                           AMENDED AND RESTATED BYLAWS

                                    ARTICLE I
                                     OFFICES

          The registered office of Medical Staffing Network Holdings, Inc. (the
"CORPORATION") in the State of Delaware shall be at 2711 Centerville Road, Suite
400, Wilmington, County of New Castle, Delaware 19808, and The Corporation
Service Company will be the resident agent of the Corporation in charge thereof.
The Corporation may also have such other offices at such other places, within or
without the State of Delaware, as the Board of Directors may from time to time
designate or the business of the Corporation may require.

                                   ARTICLE II
                                  STOCKHOLDERS

     Section 1.  ANNUAL MEETING. The annual meeting of stockholders for the
election of directors and the transaction of any other business will be held on
such day in such month, in such city and state and at such time and place as may
be designated by the Board of Directors and set forth in the notice of such
meeting. At the annual meeting any business may be transacted and any corporate
action may be taken, whether stated in the notice of meeting or not, except as
otherwise expressly provided by statute or the Certificate of Incorporation.

     Section 2.  SPECIAL MEETINGS. Special meetings of the stockholders for any
purpose may be called at any time by the Board of Directors or by its Chairman,
or by the Chief Executive Officer and President, and will be called by the Chief
Executive Officer and President at the request of the holders of a majority of
the outstanding shares of capital stock entitled to vote. Special meetings shall
be held at such place or places within or without the State of Delaware as shall
from time to time be designated by the Board of Directors and stated in the
notice of such meeting. At a special meeting no business shall be transacted and
no corporate action shall be taken other than that stated in the notice of the
meeting.

     Section 3.  NOTICE OF MEETINGS. Not less than ten (10) days nor more than
sixty (60) days before the date of every stockholder's meeting, the Secretary
shall give to each stockholder entitled to vote at such meeting and each other
stockholder entitled to notice of the meeting, written or printed notice stating
the time and place of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, either by mail or by
presenting it to him or her personally or by leaving it at his or her residence
or usual place of business. If mailed, such notice shall be deemed to be given
when deposited in the United States mail addressed to the stockholder at his or
her post office address as it appears on the records of the Corporation, with
postage thereon prepaid. Notice of any adjourned meeting need not be given
except by announcement at the meeting so adjourned, unless otherwise ordered in
connection with such adjournment. Such further notice, if any, shall be given as
may be required by law.

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     Section 4.  WAIVER OF NOTICE. Any stockholder may waive notice of any
meeting before or after the meeting. The waiver must be in writing, signed by
the stockholder and delivered to the Corporation for inclusion in the minutes or
filing with the corporate records. A stockholder's attendance, in person or by
proxy, at a meeting (a) waives objection to lack of notice or defective notice
of the meeting, unless the stockholder or his proxy at the beginning of the
meeting objects to holding the meeting or transacting business at the meeting;
and (b) waives objection to consideration of a particular matter at the meeting
that is not within the purpose or purposes described in the meeting notice,
unless the stockholder or his proxy objects to considering the matter before it
is voted upon.

     Section 5.  ADVANCE NOTICE OF NOMINATION OF DIRECTORS. Only persons who are
nominated in accordance with the provisions set forth in these Bylaws shall be
eligible to be elected as directors at an annual or special meeting of
stockholders. Nomination for election to the Board of Directors shall be made by
the Board of Directors or a Nominating Committee appointed by the Board of
Directors.

          Nomination for election of any person to the Board of Directors may
also be made by a stockholder if written notice of the nomination of such person
shall have been delivered to the Secretary of the Corporation at the principal
office of the Corporation not less than sixty (60) days nor more than ninety
(90) days prior to the first anniversary of the preceding year's annual meeting;
provided, however, that in the event that the date of the annual meeting is
advanced by more than thirty (30) days or delayed by more than sixty (60) days
from such anniversary date, notice by stockholder must be so delivered not
earlier than the 90th day prior to such annual meeting and not later than the
close of business on the later of the 60th day prior to such annual meeting or
the tenth day following the day on which public announcement of the date of such
meeting is first made. Each such notice shall set forth: (a) the name and
address of the stockholder who intends to make the nomination, the beneficial
owner, if any, on whose behalf the nomination is made and of the person or
persons to be nominated; (b) the class and number of shares of stock of the
Corporation which are owned beneficially and of record by such stockholder and
such beneficial owner, and a representation that the stockholder intends to
appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (c) a description of all arrangements or understandings
between the stockholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or nominations are to
be made by the stockholder; (d) all other information regarding each nominee
proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission if the nominee had been nominated by the Board of Directors; and (e)
the written consent of each nominee to serve as director of the Corporation if
so elected. The chairman of the meeting may refuse to acknowledge the nomination
of any person not made in compliance with the foregoing procedure.

     Section 6.  QUORUM. Any number of stockholders, together holding at least a
majority of the capital stock of the Corporation issued and outstanding and
entitled to vote, who will be present in person or represented by proxy at any
meeting duly called, shall constitute a quorum

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for the transaction of all business, except as otherwise provided by law, by the
Certificate of Incorporation or by these Bylaws.

     Section 7.  ADJOURNMENT OF MEETINGS. If less than a quorum is in attendance
at the time for which a meeting is called, the meeting may adjourn by a majority
vote of the stockholders present or represented by proxy and entitled to vote at
the meeting, without notice other than announcement at such meeting, until a
quorum is in attendance. Any meeting at which a quorum is present may also be
adjourned in like manner and for the amount of time as may be determined by a
majority vote of the stockholders present or represented by proxy and entitled
to vote. At any adjourned meeting at which a quorum is present, any business may
be transacted and any corporate action may be taken which might have been
transacted at the meeting as originally called.

     Section 8.  VOTING LIST. The Secretary will prepare and make, at least ten
(10) days before every election of directors, a complete list of the
stockholders entitled to vote, arranged in alphabetical order and showing the
address of each stockholder and the number of shares of each stockholder. The
list will be open at either (i) a place within the city where the meeting is to
be held, which place shall be specified in the notice of such meeting, or (ii)
if not so specified, at the place the meeting is to be held, for said ten (10)
days, as well as at the time and place of such meeting, and will be subject to
the inspection of any stockholder.

     Section 9.  VOTING. Each stockholder entitled to vote at any meeting may
vote either in person or by proxy, but no proxy shall be voted on or after three
years from its date, unless the proxy provides for a longer period. Each
stockholder entitled to vote will at every meeting of the stockholders be
entitled to one vote for each share of stock (or such other number of votes as
shall be provided in the certificate of incorporation, including any certificate
of designation, with respect to any class or series of stock) registered in his
or her name on the record of stockholders. At all meetings of stockholders, all
matters will be determined by the affirmative vote of the majority of shares
present in person or by proxy and entitled to vote on the subject matter, except
as otherwise provided by statute and except that Directors shall be elected by a
plurality vote. Voting at meetings of stockholders need not be by written
ballot.

     Section 10. RECORD DATE OF STOCKHOLDERS. The Board of Directors is
authorized to fix in advance a date not exceeding sixty (60) days nor less than
ten (10) days preceding the date of any meeting of stockholders, or the date for
the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock will go into
effect, or a date in connection with obtaining the consent of stockholders for
any purpose, as a record date for the determination of the stockholders entitled
to notice of, and to vote at, any meeting of stockholders, and any adjournment
of a meeting of stockholders, or entitled to receive payment of any dividend, or
to any allotment of rights, or to exercise the rights in respect of any change,
conversion or exchange of capital stock, or to give consent. Only the
stockholders that are stockholders of record on the date so fixed shall be
entitled to notice of, and to vote at, the meeting of stockholders, and any
adjournment of the meeting, or to receive payment of the dividend, or to receive
the allotment of rights, or to exercise the rights, or to give the consent, as

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the case may be, notwithstanding any transfer of any stock on the books of the
Corporation, after the record date fixed in accordance with this Section 10.

     Section 11. ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any annual or special meeting of stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken (i) is signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take the action at a meeting at which all shares
entitled to vote on the action were present and voted and (ii) is delivered to
the Corporation by delivery to its registered office in the State of Delaware,
its principal place of business, or 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. Prompt notice of
the taking of the corporate action without a meeting by less than unanimous
written consent will be given to those stockholders who have not consented in
writing.

     Section 12. CONDUCT OF MEETINGS. The Chairman of the Board of Directors, or
in his or her absence the Chief Executive Officer or any Vice President
designated by the Chairman of the Board of Directors, shall preside at all
regular or special meetings of stockholders. To the maximum extent permitted by
law, the presiding person will have the power to set procedural rules, including
but not limited to rules respecting the time allotted to stockholders to speak,
governing all aspects of the conduct of the meetings. The Secretary of the
Corporation will act as secretary of each meeting. In the absence of the
Secretary, the chairman of the meeting will appoint any person to act as
secretary of the meeting.

                                   ARTICLE III
                                    DIRECTORS

     Section 1.  NUMBER AND QUALIFICATIONS. The Board of Directors will consist
initially of four (4) directors, and thereafter will consist of the number as
may be fixed from time to time by resolution of the Board of Directors;
provided, however, that such number shall be no fewer than three (3) and no more
than fifteen (15). The directors need not be stockholders.

     Section 2.  ELECTION AND DURATION OF OFFICE. Upon the effectiveness of the
Corporation's Amended and Restated Certificate of Incorporation by filing with
the Secretary of State of the State of Delaware (the "EFFECTIVE TIME"), the
Board of Directors shall be divided into three classes to be designated as Class
I, Class II and Class III. The number of directorships shall be apportioned
among the classes so as to maintain the classes as nearly equal in number as
possible. The Board of Directors, by resolution, shall designate the class in
which each of the directors then in office shall serve upon such classification.
The terms of office of the classes of directors so designated by the Board of
Directors shall expire at the times of the annual meetings of the stockholders
as follows: Class I on the first annual meeting of stockholders following the
Effective Time, Class II on the second annual meeting following the Effective
Time and Class III on the third annual meeting following the Effective Time, or
thereafter in each case when their

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respective successors are elected and qualified. At subsequent annual elections,
the directors chosen to succeed those whose terms are expiring shall be
identified as being of the same class as the directors whom they succeed, and
shall be elected for a term at the time of the third succeeding annual meeting
of stockholders, or thereafter in each case when their respective successors are
elected and qualified.

     Section 3.  REMOVAL AND RESIGNATION OF DIRECTORS. A director may be removed
from office only for cause and only by vote of at least a majority of the
outstanding stock entitled to vote in an election of directors.

     Section 4.  FILLING OF VACANCIES. Any vacancy on the Board of Directors,
however resulting, may be filled only by a majority of the directors then in
office, even if less than a quorum, or by a sole remaining director. Any
director elected to fill a vacancy shall hold office for a term that shall
coincide with the of the class to which such director shall have been elected.
Any person elected to fill a vacancy will hold office, subject to the right of
removal as provided in these Bylaws, until the next annual election and until
his successor is elected and qualified.

     Section 5.  REGULAR MEETINGS. The Board of Directors will hold an annual
meeting for the purpose of organization and the transaction of any business
immediately after the annual meeting of the stockholders, provided a quorum of
directors is present. Other regular meetings may be held at any time as may be
determined from time to time by resolution of the Board of Directors.

     Section 6.  SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairman of the Board of Directors or by the Chief
Executive Officer or President.

     Section 7.  NOTICE AND PLACE OF MEETINGS. Meetings of the Board of
Directors may be held at the principal office of the Corporation, or at any
other place as is stated in the notice of such meeting. Notice of any special
meeting, and except as the Board of Directors may otherwise determine by
resolution, notice of any regular meeting, will be mailed to each director
addressed to him or her at his residence or usual place of business at least two
(2) days before the day on which the meeting is to be held, or if sent to him or
her at such place by telegraph, cable or facsimile, or delivered personally or
by telephone, not later than the day before the day on which the meeting is to
be held. No notice of the annual meeting of the Board of Directors will be
required if it is held immediately after the annual meeting of the stockholders
and if a quorum is present.

     Section 8.  BUSINESS TRANSACTED AT MEETINGS, ETC. Any business may be
transacted and any corporate action may be taken at any regular or special
meeting of the Board of Directors at which a quorum is present, whether the
business or proposed action is stated in the notice of that meeting or not,
unless special notice of such business or proposed action is required by
statute.

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     Section 9.  QUORUM. A majority of the Board of Directors at any time in
office will constitute a quorum. At any meeting at which a quorum is present,
the vote of a majority of the members present will be the act of the Board of
Directors unless the act of a greater number is specifically required by law or
by the Certificate of Incorporation or these Bylaws. The members of the Board
will act only as the Board and the individual members of the Board will not have
any powers in their individual capacities.

     Section 10. COMPENSATION. The directors will not receive any stated salary
for their services as directors, but by resolution of the Board of Directors a
fixed fee and expenses of attendance may be allowed for attendance at each
meeting. Nothing herein contained shall preclude any director from serving the
Corporation in any other capacity, as an officer, agent or otherwise, and
receiving compensation therefor.

     Section 11. ACTION WITHOUT A MEETING. Any action required or permitted to
be taken at any meeting of the Board of Directors, or of any committee of the
Board of Directors, may be taken without a meeting if all members of the Board
of Directors or committee, as the case may be, consent to the action in writing,
and the writing or writings are filed with the minutes of the proceedings of the
Board of Directors or committee.

     Section 12. MEETINGS THROUGH USE OF COMMUNICATIONS EQUIPMENT. Members of
the Board of Directors, or any committee designated by the Board of Directors,
will, except as otherwise provided by law, the Certificate of Incorporation or
these Bylaws, have the power to participate in a meeting of the Board of
Directors, or any committee, by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and this participation will constitute presence in
person at the meeting.

                                   ARTICLE IV
                                   COMMITTEES

     Section 1.  EXECUTIVE COMMITTEE. The Board of Directors may, by resolution
passed by a majority of the entire Board, designate two or more of their number
to constitute an Executive Committee to hold office at the pleasure of the Board
of Directors, which Committee will, during the intervals between meetings of the
Board of Directors, have and exercise all of the powers of the Board of
Directors in the management of the business and affairs of the Corporation,
subject only to restrictions or limitations as the Board of Directors may from
time to time specify, or as limited by the Delaware Corporation Law, and will
have power to authorize the seal of the Corporation to be affixed to all papers
that may require it.

          Any member of the Executive Committee may be removed at any time, with
or without cause, by a resolution of a majority of the entire Board of
Directors.

          Any person ceasing to be a director shall IPSO FACTO cease to be a
member of the Executive Committee.

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          Any vacancy in the Executive Committee occurring from any cause
whatsoever may be filled from among the directors by a resolution of a majority
of the entire Board of Directors.

     Section 2.  AUDIT COMMITTEE. The Board of Directors shall, by resolution
passed by a majority of the whole Board of Directors, designate three or more of
their number to constitute an Audit Committee. The composition, responsibilities
and procedures of the Audit Committee shall be as set forth in the Audit
Committee Charter, as in effect from time to time pursuant to the resolution of
the Board of Directors.

          Any member of the Audit Committee may be removed at any time, with or
without cause, by a resolution of a majority of the entire Board of Directors.

          Any person ceasing to be a director shall IPSO FACTO cease to be a
member of the Audit Committee.

          Any vacancy in the Audit Committee occurring from any cause whatsoever
may be filled from among the directors by a resolution of a majority of the
entire Board of Directors.

     Section 3.  OTHER COMMITTEES. Other committees, whose members need not be
directors, may be appointed by the Board of Directors or the Executive
Committee, which committees shall hold office for an amount of time and have
powers and perform duties as may from time to time be assigned to them by the
Board of Directors or the Executive Committee.

          Any member of these committees may be removed at any time, with or
without cause, by the Board of Directors or the Executive Committee. Any vacancy
in a committee occurring from any cause whatsoever may be filled by the Board of
Directors or the Executive Committee.

     Section 4.  RESIGNATION. Any member of a committee may resign at any time.
This resignation will be made in writing and will take effect at the time
specified in the resignation, or, if no time is specified, at the time of its
receipt by the Chairman of the Board of Directors, Chief Executive Officer,
President or Secretary. The acceptance of a resignation will not be necessary to
make it effective unless so specified in the resignation.

     Section 5.  QUORUM. A majority of the members of a committee shall
constitute a quorum. The act of a majority of the members of a committee present
at any meeting at which a quorum is present will be the act of the committee.
The members of a committee will act only as a committee, and the individual
members of the committee will not have any powers in their individual
capacities.

     Section 6.  RECORD OF PROCEEDINGS, ETC. Each committee will keep a record
of its acts and proceedings, and will report the same to the Board of Directors
when and as required by the Board of Directors.

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     Section 7.  ORGANIZATION, MEETINGS, NOTICES, ETC. A committee may hold its
meetings at the principal office of the Corporation, or at any other place that
a majority of the committee may at any time agree upon. Each committee may make
rules as it deems expedient for the regulation and carrying on of its meetings
and proceedings. Unless otherwise ordered by the Executive Committee, any notice
of a meeting of a committee may be given by the Secretary of the Corporation or
by the chairman of the committee and will be sufficient if mailed to each member
at his residence or usual place of business at least two (2) days before the day
on which the meeting is to be held, or if sent to him or her at that place by
telegraph, cable or facsimile, or delivered personally or by telephone not later
than 24 hours before the time at which the meeting is to be held.

     Section 8.  COMPENSATION. The members of any committee will be entitled to
such compensation as may be allowed them by resolution of the Board of
Directors.

                                    ARTICLE V
                                    OFFICERS

     Section 1.  NUMBER. The officers of the Corporation shall be a Chief
Executive Officer and a President, and may include a Chief Financial Officer,
one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a
Treasurer, and one or more Assistant Treasurers, and such other officers as may
be appointed in accordance with the provisions of Section 3 of this Article V.
The Board of Directors in its discretion may also elect a Chairman of the Board
of Directors.

     Section 2.  ELECTION, TERM OF OFFICE AND QUALIFICATIONS. The officers,
except as provided in Section 3 of this Article V, will be chosen annually by
the Board of Directors. Each officer will, except as otherwise provided in the
Bylaws, hold office until his successor is chosen and qualified. The Chairman of
the Board of Directors, if any, will be a director of the Corporation, and
should he or she cease to be a director, he or she shall IPSO FACTO cease to be
Chairman. Except as otherwise provided by law, any number of offices may be held
by the same person.

     Section 3.  OTHER OFFICERS. Other officers, including one or more
additional vice presidents, assistant secretaries or assistant treasurers, may
from time to time be appointed by the Board of Directors, which other officers
shall have powers and perform duties as may be assigned to them by the Board of
Directors or the officer or committee appointing them.

     Section 4.  REMOVAL OF OFFICERS. Any officer of the Corporation may be
removed from office, with or without cause, by a vote of a majority of the Board
of Directors.

     Section 5.  RESIGNATION. Any officer of the Corporation may resign at any
time. This resignation shall be in writing and take effect at the time specified
in the resignation, or if no time is specified, at the time of its receipt by
the Chief Executive Officer, President or Secretary.

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The acceptance of a resignation shall not be necessary in order to make it
effective, unless so specified in the resignation.

     Section 6.  FILLING OF VACANCIES. A vacancy in any office will be filled by
the Board of Directors or by the authority appointing the predecessor in such
office.

     Section 7.  COMPENSATION. The compensation of the officers will be fixed by
the Board of Directors, or by any committee upon whom power in that regard may
be conferred by the Board of Directors.

     Section 8.  CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board
of Directors (if one is elected) will be a director and will preside at all
meetings of the Board of Directors at which he or she is present, and will have
the powers and perform the duties as may from time to time be assigned to him or
her by the Board of Directors.

     Section 9.  CHIEF EXECUTIVE OFFICER. The Chief Executive Officer will, when
present, preside at all meetings of the stockholders. The Chief Executive
Officer will have power to call special meetings of the stockholders or of the
Board of Directors or of the Executive Committee at any time. He or she will be
the chief executive officer of the Corporation, and will have the general
direction of the business, affairs and property of the Corporation, and of its
several officers, and will have and exercise all the powers and discharge the
duties as usually pertain to the office of Chief Executive Officer.

     Section 10. PRESIDENT. The President will, when present, preside at all
meetings of the stockholders at which the Chief Executive Officer is not
present. The President will have power to call special meetings of the
stockholders or of the Board of Directors or of the Executive Committee at any
time. He or she will assist the Chief Executive Officer (and, in the Chief
Executive Officer's absence, act as Chief Executive Officer) in the general
direction of the business, affairs and property of the Corporation, and of its
several officers, and will have and exercise all the powers and discharge the
duties as usually pertain to the office of President, subject to the direction
of the Chief Executive Officer.

     Section 11. VICE PRESIDENTS. The Vice Presidents, or any of them, will,
subject to the direction of the Board of Directors, at the request of the Chief
Executive Officer or in the absence of both the Chief Executive Officer and the
President, or in case of their inability to perform their duties from any cause,
perform the duties of the Chief Executive Officer and, when so acting, will have
all the powers of, and be subject to all restrictions upon, the Chief Executive
Officer. The Vice Presidents will also perform the other duties that may be
assigned to them by the Board of Directors, and the Board of Directors may
determine the order of priority among them.

     Section 12. CHIEF FINANCIAL OFFICER. Subject to the direction of the Board
of Directors, the Chief Executive Officer and the President, the Chief Financial
Officer will have and exercise all the powers and discharge the duties as
usually pertain to the office of Chief Financial Officer.

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     Section 13. SECRETARY. The Secretary will keep the minutes of all meetings
of the stockholders and all meetings of the Board of Directors and any committee
in books provided for that purpose. He or she may affix the seal of the
Corporation to all instruments to be executed on behalf of the Corporation under
its seal. The Secretary will perform the duties and have all other powers that
are incident to the office of Secretary, or as may from time to time be assigned
to him or her by the Board of Directors, or as are prescribed by these Bylaws.

     Section 14. TREASURER. The Treasurer will have custody of all the funds and
securities of the Corporation which may be delivered into his possession. He or
she may endorse on behalf of the Corporation for collection, checks, notes and
other obligations and will deposit the same to the credit of the Corporation in
a depository or depositories of the Corporation, and may sign all receipts and
vouchers for payments made to the Corporation. He or she will enter or cause to
be entered regularly in the books of the Corporation kept for that purpose, full
and accurate accounts of all monies received and paid on account of the
Corporation and whenever required by the Board of Directors will render
statements of the accounts. The Treasurer will perform the duties and have all
other powers that are incident to the office of Treasurer or that are assigned
to him or her by the Board of Directors.

                                   ARTICLE VI
                                  CAPITAL STOCK

     Section 1.  ISSUE OF CERTIFICATES OF STOCK. Certificates of capital stock
will be in the form approved by the Board of Directors. The certificates will be
numbered in the order of their issue and will be signed by the Chairman of the
Board of Directors, or the President or a Vice-President, and by the Treasurer
or an Assistant Treasurer, or the Secretary or an Assistant Secretary, and the
seal of the Corporation or a facsimile of the seal will be impressed or affixed
or reproduced on the certificates, provided, however, that the signature of the
Chairman of the Board of Directors, President, Vice President, Secretary,
Assistant Secretary, Treasurer or Assistant Treasurer may be facsimile. In case
any officer or officers who have signed, or whose facsimile signature or
signatures have been used on any certificate or certificates ceases to be an
officer of the Corporation, whether because of death, resignation or otherwise,
before that certificate or certificates are delivered by the Corporation, that
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed that
certificate or certificates, or whose facsimile signature or signatures is used
thereon have not ceased to be an officer or officers of the Corporation.

     Section 2.  REGISTRATION AND TRANSFER OF SHARES. The shares of capital
stock of the Corporation shall be issued in registered form. The name of each
person owning a share of the capital stock of the Corporation shall be entered
on the books of the Corporation together with the number of shares held by him,
the numbers of the certificates covering such shares and the dates of issue of
such certificates. The shares of stock of the Corporation shall be transferable
on the books of the Corporation by the holders thereof in person, or by their
duly authorized attorneys or legal representatives, on surrender and
cancellation of certificates for a like number of shares, accompanied by an
assignment or power of transfer endorsed thereon or attached

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thereto, duly executed, and with such proof of the authenticity of the signature
as the Corporation or its agents may reasonably require. A record shall be made
of each transfer. A person in whose name shares of stock stand on the books of
the Corporation shall be deemed the owner thereof as regards the Corporation,
and the Corporation shall not be bound to recognize any equitable or other claim
to or interest in such 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 the State of Delaware.

     Section 3.  LOST, DESTROYED AND MUTILATED CERTIFICATES. The holder of any
stock of the Corporation will immediately notify the Corporation of any loss,
theft, destruction or mutilation of the certificates. The Corporation may issue
a new certificate of stock in the place of any certificate previously issued by
it and alleged to have been lost, stolen or destroyed, and the Board of
Directors may, in its discretion, require the owner of the lost, stolen or
destroyed certificate, or his legal representatives, to give the Corporation a
bond, in such sum not exceeding double the value of the stock and with such
surety or sureties as they may require, to indemnify it against any claim that
may be made against it by reason of the issue of the new certificate and against
all other liability in the premises, or may remit the owner to any remedy or
remedies he or she may have under the laws of the State of Delaware.

     Section 4.  TRANSFER AGENT AND REGISTRAR; REGULATIONS. The Corporation
shall, if and whenever the Board of Directors shall so determine, maintain one
or more transfer offices or agencies, each in the charge of a transfer agent
designated by the Board of Directors, where the shares of the capital stock of
the Corporation shall be directly transferable, and also one or more registry
offices, each in the charge of a registrar designated by the Board of Directors,
where such shares of stock shall be registered, and no certificate for shares of
the capital stock of the Corporation, in respect of which a Registrar and/or
Transfer Agent shall have been designated, shall be valid unless countersigned
by such Transfer Agent and registered by such Registrar, if any. The Board of
Directors shall also make such additional rules and regulations as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of the capital stock of the Corporation.

     Section 5.  BENEFICIAL OWNERS. 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 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
whether or not it shall have express or other notice thereof, except as
otherwise provided by law.

                                   ARTICLE VII
                            DIVIDENDS, SURPLUS, ETC.

     Section 1.  GENERAL DISCRETION OF DIRECTORS. The Board of Directors will
have power to fix and vary the amount to be set aside or reserved as working
capital of the Corporation, or as reserves, or for other proper purposes of the
Corporation, and, subject to the requirements of the

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Certificate of Incorporation, to determine whether any part of the surplus or
net profits of the Corporation will be declared as dividends and paid to the
stockholders, and to fix the date or dates for the payment of dividends.

                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

     Section 1.  FISCAL YEAR. The fiscal year of the Corporation shall consist
of 52 weeks ending on the Sunday nearest to the last day of December in each
year.

     Section 2.  CORPORATE SEAL. The corporate seal will be in the form approved
by the Board of Directors and may be altered at their pleasure. The corporate
seal may be used by causing it or a facsimile of the seal to be impressed or
affixed or reproduced or otherwise.

     Section 3.  NOTICES. Except as otherwise expressly provided, any notice
required to be given by these Bylaws will be sufficient if given by depositing
the same in a post office or letter box in a sealed postpaid wrapper addressed
to the person entitled to the notice at his address, as the same appears upon
the books of the Corporation, or by telegraphing or cabling the same to that
person at that address, or by facsimile transmission to a number designated upon
the books of the Corporation, if any; and the notice will be deemed to be given
at the time it is mailed, telegraphed or cabled, or sent by facsimile.

     Section 4.  WAIVER OF NOTICE. Any stockholder or director may at any time,
by writing or by telegraph, cable or facsimile transmission, waive any notice
required to be given under these Bylaws, and if any stockholder or director is
present at any meeting his presence will constitute a waiver of notice.

     Section 5.  CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation, will be signed by an officer or officers, agent or agents of
the Corporation, and in such manner, as will from time to time be designated by
resolution of the Board of Directors.

     Section 6.  DEPOSITS. All funds of the Corporation will be deposited from
time to time to the credit of the Corporation in a bank or banks, trust
companies or other depositories as the Board of Directors may select, and, for
the purpose of the deposit, checks, drafts, warrants and other orders for the
payment of money which are payable to the order of the Corporation, may be
endorsed for deposit, assigned and delivered by any officer of the Corporation,
or by agents of the Corporation as the Board of Directors, the Chief Executive
Officer or the President may authorize for that purpose.

     Section 7.  VOTING STOCK OF OTHER CORPORATIONS. Except as otherwise ordered
by the Board of Directors or the Executive Committee, the Chief Executive
Officer, the President and the Treasurer have full power and authority on behalf
of the Corporation to attend and to act and to vote at any meeting of the
stockholders of any corporation of which the Corporation is a stockholder, and
to execute a proxy to any other person to represent the Corporation at any

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meeting, and at any meeting of the stockholders of any corporation of which the
Corporation is a stockholder. The Chief Executive Officer, the President or the
Treasurer or the holder of any proxy, as the case may be, will possess and may
exercise any and all rights and powers incident to ownership of the stock which
the Corporation might have possessed and exercised if present. The Board of
Directors or the Executive Committee may from time to time confer like powers
upon any other person or persons.

                                   ARTICLE IX
                                   AMENDMENTS

          The Board of Directors will have the power to make, rescind, alter,
amend and repeal these Bylaws, provided, however, that the stockholders will
have power to rescind, alter, amend or repeal any Bylaws made by the Board of
Directors, and to enact Bylaws that will not be rescinded, altered, amended or
repealed by the Board of Directors. Notice of the proposal to make, amend or
repeal any provision of these Bylaws will be included in the notice of any
meeting of the stockholders or the Board of Directors at which the action is to
be considered.

Dated: April 23, 2002

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