Exhibit 3.2


                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                           RUBICON MEDICAL CORPORATION

                             a Delaware corporation


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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I. Offices...........................................................1

Section 1.1       Registered Office..........................................1
Section 1.2       Other Offices..............................................1

ARTICLE II. Stockholders' Meetings...........................................1

Section 2.1       Place of Meetings..........................................1
Section 2.2       Annual Meetings............................................2
Section 2.3       Special Meetings...........................................2
Section 2.4       Notice of Meetings.........................................2
Section 2.5       Quorum and Voting..........................................3
Section 2.6       Voting Rights..............................................3
Section 2.7       Voting Procedures and Inspectors of Elections..............4
Section 2.8       List of Stockholders.......................................5
Section 2.9       Stockholder Proposals at Annual Meetings...................5
Section 2.10      Nominations of Persons for Election to the Board
                    of Directors.............................................5
Section 2.11      Action Without Meeting.....................................6

ARTICLE III. Directors.......................................................7

Section 3.1       Number and Term of Office..................................7
Section 3.2       Powers.....................................................7
Section 3.3       Vacancies..................................................7
Section 3.4       Resignations and Removals..................................7
Section 3.5       Meetings...................................................8
Section 3.6       Quorum and Voting..........................................8
Section 3.7       Action Without Meeting.....................................9
Section 3.8       Fees and Compensation......................................9
Section 3.9       Committees.................................................9

ARTICLE IV. Officers........................................................10

Section 4.1       Officers Designated.......................................10
Section 4.2       Tenure and Duties of Officers.............................10

ARTICLE V. Execution of Corporate Instruments, and Voting of Securities
           Owned by the Corporation.........................................11

Section 5.1       Execution of Corporate Instruments........................11
Section 5.2       Voting of Securities Owned by Corporation.................11

ARTICLE VI. Shares of Stock.................................................12

Section 6.1       Form and Execution of Certificates........................12
Section 6.2       Lost Certificates.........................................12
Section 6.3       Transfers.................................................12
Section 6.4       Fixing Record Dates.......................................12
Section 6.5       Registered Stockholders...................................13

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ARTICLE VII. Other Securities of the Corporation............................13


ARTICLE VIII. Corporate Seal................................................14


ARTICLE IX. Indemnification of Officers, Directors, Employees and Agents....14

Section 9.1       Right to Indemnification..................................14
Section 9.2       Authority to Advance Expenses.............................14
Section 9.3       Right of Claimant to Bring Suit...........................15
Section 9.4       Provisions Nonexclusive...................................15
Section 9.5       Authority to Insure.......................................15
Section 9.6       Survival of Rights........................................15
Section 9.7       Settlement of Claims......................................15
Section 9.8       Effect of Amendment.......................................15
Section 9.9       Subrogation...............................................15
Section 9.10      No Duplication of Payments................................16

ARTICLE X.    Notices.......................................................16


ARTICLE XI    Amendments....................................................17

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                           AMENDED AND RESTATED BYLAWS

                                       OF

                           RUBICON MEDICAL CORPORATION

                             A Delaware Corporation

                                   ARTICLE I.

                                     Offices

Section 1.1.......Registered Office.

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

Section 1.2.......Other Offices.

         The corporation shall also have and maintain an office or principal
place of business at 3598 West 1820 South, Salt Lake City, Utah 84104, and 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.

                             Stockholders' Meetings

Section 2.1.......Place of Meetings.

         (a)......Meetings of stockholders may be held at such place, either
within or without the State of Delaware, as may be designated by or in the
manner provided in these bylaws or, if not so designated, as determined by the
Board of Directors. The Board of Directors may, in its sole discretion,
determine that the meeting shall not be held at any place, but may instead be
held solely by means of remote communication as authorized by paragraph (b) of
this Section 2.1.

         (b)......If authorized by the Board of Directors in its sole
discretion, and subject to such guidelines and procedures as the Board of
Directors may adopt, stockholders and proxyholders not physically present at a
meeting of stockholders may, by means of remote communication:

                  (1)......Participate in a meeting of stockholders; and

                  (2)......Be deemed present in person and vote at a meeting of
stockholders whether such meeting is to be held at a designated place or solely
by means of remote communication, provided that (A) the corporation shall
implement reasonable measures to verify that each person deemed present and
permitted to vote at the meeting by means of remote communication is a
stockholder or proxyholder, (B) the corporation shall implement reasonable
measures to provide such stockholders and proxyholders a reasonable opportunity
to participate in the meeting and to vote on matters submitted to the
stockholders, including an opportunity to read or hear the proceedings of the
meeting substantially concurrently with such proceedings, and (C) if any
stockholder or proxyholder votes or takes other action at the meeting by means
of remote communication, a record of such vote or other action shall be
maintained by the corporation.

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         (c)......For purposes of this Section 2.1, "remote communication" shall
include (1) telephone or other voice communications and (2) electronic mail or
other form of written or visual electronic communications satisfying the
requirements of Section 2.11(b).

Section 2.2.......Annual Meetings.

         The annual meetings of the stockholders of the corporation, for the
purpose of election of directors and for such other business as may lawfully
come before it, shall be held on such date and at such time as may be designated
from time to time by the Board of Directors or, if not so designated, then at
10:00 a.m. on June 1 in each year if not a legal holiday, and, if a legal
holiday, at the same hour and place on the next succeeding day not a holiday..

Section 2.3.......Special Meetings.

         Special Meetings of the stockholders of the corporation may be called,
for any purpose or purposes, by the Chairman of the Board or the President or
the Board of Directors at any time, as provided in Section 2.1.

Section 2.4.......Notice of Meetings.

         (a)......Except as otherwise provided by law or the Certificate of
Incorporation, written notice of each meeting of stockholders, specifying the
place, if any, date and hour and purpose or purposes of the meeting, and the
means of remote communication, if any, by which stockholders and proxyholders
may be deemed to be present in person and vote at such meeting, shall be given
not less than 10 nor more than 60 days before the date of the meeting to each
stockholder entitled to vote thereat, directed to his address as it appears upon
the books of the corporation; except that where the matter to be acted on is a
merger or consolidation of the Corporation or a sale, lease or exchange of all
or substantially all of its assets, such notice shall be given not less than 20
nor more than 60 days prior to such meeting.

         (b)......If at any meeting action is proposed to be taken which, if
taken, would entitle shareholders fulfilling the requirements of section 262(d)
of the Delaware General Corporation Law to an appraisal of the fair value of
their shares, the notice of such meeting shall contain a statement of that
purpose and to that effect and shall be accompanied by a copy of that statutory
section.

         (c)......When a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time, place, if any, thereof,
and the means of remote communication, if any, by which stockholders and
proxyholders may be deemed to be present in person and vote at such adjourned
meeting, are announced at the meeting at which the adjournment is taken unless
the adjournment is for more than thirty days, or unless after the adjournment a
new record date is fixed for the adjourned meeting, in which event a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

         (d)......Notice of the time, place and purpose of any meeting of
stockholders may be waived in writing, either before or after such meeting, and,
to the extent permitted by law, will be waived by any stockholder by his
attendance thereat, in person or by proxy. Any stockholder so waiving notice of
such meeting shall be bound by the proceedings of any such meeting in all
respects as if due notice thereof had been given.

         (e)......Without limiting the manner by which notice otherwise may be
given effectively to stockholders, any notice to stockholders given by the
corporation under any provision of Delaware General Corporation Law, the
certificate of incorporation, or these bylaws shall be effective if given by a
form of electronic transmission consented to by the stockholder to whom the
notice is given. Any such consent shall be revocable by the stockholder by
written notice to the corporation. Any such consent shall be deemed revoked if
(i) the corporation is unable to deliver by electronic transmission two
consecutive notices given by the corporation in accordance with such consent,
and (ii) such inability becomes known to the secretary or an assistant secretary
of the corporation or to the transfer agent or other person responsible for the
giving of notice; provided, however, the inadvertent failure to treat such
inability as a revocation shall not invalidate any meeting or other action.

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Notice given pursuant to this subparagraph (e) shall be deemed given: (1) if by
facsimile telecommunication, when directed to a number at which the stockholder
has consented to receive notice; (2) if by electronic mail, when directed to an
electronic mail address at which the stockholder has consented to receive
notice; (3) if by a posting on an electronic network together with separate
notice to the stockholder of such specific posting, upon the later of (A) such
posting and (B) the giving of such separate notice; and (4) if by any other form
of electronic transmission, when directed to the stockholder. An affidavit of
the secretary or an assistant secretary or of the transfer agent or other agent
of the corporation that the notice has been given by a form of electronic
transmission shall, in the absence of fraud, be prima facie evidence of the
facts stated therein. For purposes of these bylaws, "electronic transmission"
means any form of communication, not directly involving the physical
transmission of paper that creates a record that may be retained, retrieved and
reviewed by a recipient thereof, and that may be directly reproduced in paper
form by such a recipient through an automated process.

Section 2.5.......Quorum and Voting.

         (a)......At all meetings of stockholders except where otherwise
provided by law, the Certificate of Incorporation or these Bylaws, the presence,
in person or by proxy duly authorized, of the holders of a majority of the
outstanding shares of stock entitled to vote shall constitute a quorum for the
transaction of business. Shares, the voting of which at said meeting have been
enjoined, or which for any reason cannot be lawfully voted at such meeting,
shall not be counted to determine a quorum at said meeting. In the absence of a
quorum, any meeting of stockholders may be adjourned, from time to time, by vote
of the holders of a majority of the shares represented thereat, but no other
business shall be transacted at such meeting. At such adjourned meeting at which
a quorum is present or represented, any business may be transacted which might
have been transacted at the original meeting. The stockholders present at a duly
called or convened meeting at which a quorum is present may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.

         (b)......Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, all action taken by the holders of a majority of
the voting power represented at any meeting at which a quorum is present shall
be valid and binding upon the corporation.

         (c)......Where a separate vote by a class or classes is required, a
majority of the outstanding shares of such class or classes present in person or
represented by proxy shall constitute a quorum entitled to take action with
respect to that vote on that matter, and the affirmative vote of the majority of
shares of such class or classes present in person or represented by proxy at the
meeting shall be the act of such class.

Section 2.6.......Voting Rights.

         (a)......Except as otherwise provided by law, only persons in whose
names shares entitled to vote stand on the stock records of the corporation on
the record date for determining the stockholders entitled to vote at said
meeting shall be entitled to vote at such meeting. Shares standing in the names
of two or more persons shall be voted or represented in accordance with the
determination of the majority of such persons, or, if only one of such persons
is present in person or represented by proxy, such person shall have the right
to vote such shares and such shares shall be deemed to be represented for the
purpose of determining a quorum.

         (b)......Every person entitled to vote or to execute consents shall
have the right to do so either in person or by an agent or agents authorized by
a written proxy executed by such person or his duly authorized agent, which
proxy shall be filed with the Secretary of the corporation at or before the
meeting at which it is to be used. Said proxy so appointed need not be a
stockholder. No proxy shall be voted on after three (3) years from its date
unless the proxy provides for a longer period. Unless and until voted, every
proxy shall be revocable at the pleasure of the person who executed it or of his
legal representatives or assigns, except in those cases where an irrevocable
proxy permitted by statute has been given.

         (c)......Without limiting the manner in which a stockholder may
authorize another person or persons to act for him as proxy pursuant to
subsection (b) of this section, the following shall constitute a valid means by
which a stockholder may grant such authority:

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                  (1)......A stockholder may execute a writing authorizing
another person or persons to act for him as proxy. Execution may be accomplished
by the stockholder or his authorized officer, director, employee or agent
signing such writing or causing his or her signature to be affixed to such
writing by any reasonable means including, but not limited to, by facsimile
signature.

                  (2)......A stockholder may authorize another person or persons
to act for him as proxy by transmitting or authorizing the transmission of a
telephone, telegram, cablegram, facsimile or other means of electronic
transmission to the person who will be the holder of the proxy or to a proxy
solicitation firm, proxy support service organization or like agent duly
authorized by the person who will be the holder of the proxy to receive such
transmission, provided that any such telephone, telegram, cablegram, facsimile
or other means of electronic transmission must either set forth or be submitted
with information from which it can be determined that the telephone, telegram,
cablegram, facsimile or other electronic transmission was authorized by the
stockholder. Such authorization can be established by the signature of the
stockholder on the proxy, either in writing or by a signature stamp or facsimile
signature, or by a number or symbol from which the identity of the stockholder
can be determined, or by any other procedure deemed appropriate by the
inspectors or other persons making the determination as to due authorization. If
it is determined that such telegrams, cablegrams, facsimiles or other electronic
transmissions are valid, the inspectors or, if there are no inspectors, such
other persons making that determination shall specify the information upon which
they relied.

         (d)......Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission created pursuant to subsection (c)
of this section may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission.

Section 2.7.......Voting Procedures and Inspectors of Elections.

         (a)......The corporation 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 corporation may designate one or more persons as
alternate inspectors to replace any inspector who fails to act. If no inspector
or alternate is able to act at a meeting of stockholders, the person presiding
at the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector with strict impartiality
and according to the best of his ability.

         (b)......The inspectors shall (i) ascertain the number of shares
outstanding and the voting power of each, (ii) determine the shares represented
at a meeting and the validity of proxies and ballots, (iii) count all votes and
ballots, (iv) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors, and
(v) certify their determination of the number of shares represented at the
meeting and their count of all votes and ballots. The inspectors may appoint or
retain other persons or entities to assist the inspectors in the performance of
the duties of the inspectors.

         (c)......The date and time of the opening and the closing of the polls
for each matter upon which the stockholders will vote at a meeting shall be
announced at the meeting. No ballot, proxies or votes, nor any revocations
thereof or changes thereto, shall be accepted by the inspectors after the
closing of the polls unless the Court of Chancery upon application by a
stockholder shall determine otherwise.

         (d)......In determining the validity and counting of proxies and
ballots, the inspectors shall be limited to an examination of the proxies, any
envelopes submitted with those proxies, any information provided in accordance
with Sections 211(e) or 212(c)(2) of the Delaware General Corporation Law, or
any information provided pursuant to Section 211(a)(2)(B)(i) or (iii) thereof,
ballots and the regular books and records of the corporation, except that the
inspectors may consider other reliable information for the limited purpose of
reconciling proxies and ballots submitted by or on behalf of banks, brokers,
their nominees or similar persons which represent more votes than the holder of
a proxy is authorized by the record owner to cast or more votes than the
stockholder holds of record. If the inspectors consider other reliable
information for the limited purpose permitted herein, the inspectors at the time
they make their certification pursuant to subsection (b)(v) of this section

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shall specify the precise information considered by them including the person or
persons from whom they obtained the information, when the information was
obtained, the means by which the information was obtained and the basis for the
inspectors' belief that such information is accurate and reliable.

Section 2.8.......List of Stockholders.

         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 said meeting, arranged in
alphabetical order, showing the address of and the number of shares registered
in the name of each stockholder. The corporation need not include electronic
mail addresses or other electronic contact information on such list. Such list
shall be open to the examination of any stockholder for any purpose germane to
the meeting for a period of at least 10 days prior to the meeting: (i) on a
reasonably accessible electronic network, provided that the information required
to gain access to such list is provided with the notice of the meeting, or (ii)
during ordinary business hours at the principal place of business of the
corporation. In the event that the corporation determines to make the list
available on an electronic network, the corporation may take reasonable steps to
ensure that such information is available only to stockholders of the
corporation. If the meeting is to be held at a place, then the list shall be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present. If the meeting
is to be held solely by means of remote communication, then the list shall also
be open to the examination of any stockholder during the whole time of the
meeting on a reasonably accessible electronic network, and the information
required to access such list shall be provided with the notice of the meeting.

Section 2.9.......Stockholder Proposals at Annual Meetings.

         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 of record at the time of giving the notice provided for in these
Bylaws, who is entitled to vote at the meeting and who complies with the notice
procedures set forth in this Section 2.9. 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 not less than forty-five (45) days nor more than seventy-five (75)
days prior to the date on which the corporation first mailed its proxy materials
for the previous year's annual meeting of stockholders (or the date on which the
corporation mails its proxy materials for the current year if during the prior
year the corporation did not hold an annual meeting or if the date of the annual
meeting was changed more than 30 days from the prior year). 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) the name and record address
of the stockholder proposing such business, (iii) the class and number of shares
of the corporation which are beneficially owned by the stockholder, and (iv) any
material interest of the stockholder in such business.

         Notwithstanding anything in the Bylaws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in Section 2.1 and this Section 2.9, provided, however,
that nothing in this Section 2.9 shall be deemed to preclude discussion by any
stockholder of any business properly brought before the annual meeting in
accordance with said procedure.

         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 Section 2.1 and this
Section 2.9, and if he should so determine he shall so declare to the meeting,
and any such business not properly brought before the meeting shall not be
transacted.

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         Nothing in this Section 2.9 shall affect the right of a stockholder to
request inclusion of a proposal in the corporation's proxy statement to the
extent that such right is provided by an applicable rule of the Securities and
Exchange Commission.

Section 2.10......Nominations of Persons for Election to the Board of Directors.

         In addition to any other applicable requirements, only persons who are
nominated in accordance with the following procedures shall be eligible for
election as directors. Nominations of persons for election to the Board of
Directors of the corporation may be made at a meeting of stockholders by or at
the direction of the Board of Directors, by any nominating committee or person
appointed by the Board of Directors or by any stockholder of the corporation
entitled to vote for the election of directors at the meeting who complies with
the notice procedures set forth in this Section 2.10. Such nominations, other
than those made by or at the direction of the Board of Directors, shall be made
pursuant to timely notice 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, not less than 45 days nor
more than 75 days prior to the date on which the corporation first mailed its
proxy materials for the previous year's annual meeting of shareholders (or the
date on which the corporation mails its proxy materials for the current year if
during the prior year the corporation did not hold an annual meeting or if the
date of the annual meeting was changed more than 30 days from the prior year).
Such stockholder's notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or re-election as a director, (i)
the name, age, business address and residence address of the person, (ii) the
principal occupation or employment of the person, (iii) the class and number of
shares of the corporation which are beneficially owned by the person, and (iv)
any other information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Rule 14a under
the Securities Exchange Act of 1934; and (b) as to the stockholder giving the
notice, (i) the name and record address of the stockholder, and (ii) the class
and number of shares of the corporation which are beneficially owned by the
stockholder. The corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the corporation to determine
the eligibility of such proposed nominee to serve as a director of the
corporation. No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth herein.
These provisions shall not apply to nomination of any persons entitled to be
separately elected by holders of preferred stock.

         The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.

Section 2.11......Action Without Meeting.

         (a)......Unless otherwise provided in the Certificate of Incorporation,
any action required by statute to be taken at any annual or special meeting of
stockholders of the corporation, or any action which may be taken at any annual
or special meeting of such 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 are 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. To be effective, a written consent must be delivered to
the corporation by delivery to its registered office in 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 a corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. Every written consent shall bear the
date of signature of each stockholder who signs the consent, and no written
consent shall be effective to take the corporate action referred to therein
unless, within 60 days of the earliest dated consent delivered in the manner
required by this Section to the corporation, written consents signed by a
sufficient number of holders to take action are delivered to the corporation in
accordance with this Section. 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.

         (b)......A telegram, cablegram, facsimile or other electronic
transmission consent to an action to be taken and transmitted by a stockholder
or proxyholder, or by a person or persons authorized to act for a stockholder or

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proxyholder, shall be deemed to be written, signed and dated for the purposes of
this section, provided that any such telegram, cablegram, facsimile or other
electronic transmission sets forth or is delivered with information from which
the corporation can determine (i) that the telegram, cablegram, facsimile or
other electronic transmission was transmitted by the stockholder or proxyholder
or by a person or persons authorized to act for the stockholder or proxyholder,
and (ii) the date on which such stockholder or proxyholder or authorized person
or persons transmitted such telegram, cablegram, facsimile or electronic
transmission. The date on which such telegram, cablegram, facsimile or
electronic transmission is transmitted shall be deemed to be the date on which
such consent was signed. No consent given by telegram, cablegram, facsimile or
other electronic transmission shall be deemed to have been delivered until such
consent is reproduced in paper form and until such paper form shall be delivered
to the corporation by delivery to its registered office in this State, 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 a corporation's registered office shall be made by
hand or by certified or registered mail, return receipt requested.
Notwithstanding the foregoing limitations on delivery, consents given by
telegram, cablegram, facsimile or other electronic transmission may be otherwise
delivered to the principal place of business of the corporation or to an officer
or agent of the corporation having custody of the book in which proceedings of
meetings of stockholders are recorded if to the extent and in the manner
provided by resolution of the Board of Directors of the corporation.

         (c)......Any copy, facsimile or other reliable reproduction of a
consent in writing may be substituted or used in lieu of the original writing
for any and all purposes for which the original writing could be used, provided
that such copy, facsimile or other reproduction shall be a complete reproduction
of the entire original writing.

                                  ARTICLE III.

                                    Directors

Section 3.1.......Number and Term of Office.

         The number of directors of the corporation shall not be less than three
(3) nor more than eleven (11) until changed by amendment of the Certificate of
Incorporation or by a Bylaw amending this Section 3.1 duly adopted by the vote
or written consent of holders of a majority of the outstanding shares or by the
Board of Directors. The exact number of directors shall be fixed from time to
time, within the limits specified in the Certificate of Incorporation or in this
Section 3.1, by a bylaw or amendment thereof duly adopted by the vote of a
majority of the shares entitled to vote represented at a duly held meeting at
which a quorum is present, or by the written consent of the holders of a
majority of the outstanding shares entitled to vote, or by the Board of
Directors. Subject to the foregoing provisions for changing the number of
directors, the number of directors of the corporation has been fixed at five
(5).

         Except as otherwise required by law or by the order of any court, and
except as provided in Section 3.3 of this Article III, the directors shall be
elected by a plurality vote of the shares represented in person or by proxy, at
the stockholders annual meeting in each year and entitled to vote on the
election of directors. Elected directors shall hold office until the next annual
meeting and until their successors shall be duly elected and qualified.
Directors need not be stockholders. If, for any cause, the Board of Directors
shall not have been elected at an annual meeting, they may be elected as soon
thereafter as convenient at a special meeting of the stockholders called for
that purpose in the manner provided in these Bylaws.

Section 3.2.......Powers.

         The powers of the corporation shall be exercised, its business
conducted and its property controlled by or under the direction of the Board of
Directors.

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Section 3.3.......Vacancies.

         Vacancies and newly created directorships resulting from any increase
in the authorized number of directors may be filled by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director, and each director so elected shall hold office for the unexpired
portion of the term of the director whose place shall be vacant and until his
successor shall have been duly elected and qualified. A vacancy in the Board of
Directors shall be deemed to exist under this section in the case of the death,
removal or resignation of any director, or if the stockholders fail at any
meeting of stockholders at which directors are to be elected (including any
meeting referred to in Section 3.4 below) to elect the number of directors then
constituting the whole Board.

Section 3.4.......Resignations and Removals.

         (a)......Any director may resign at any time by delivering his
resignation to the Secretary in writing or by electronic transmission, such
resignation to specify whether it will be effective at a particular time, upon
receipt by the Secretary or at the pleasure of the Board of Directors. If no
such specification is made it shall be deemed effective at the pleasure of the
Board of Directors. When one or more directors shall resign from the Board
effective at a future date, a majority of the directors then in office,
including those who have so resigned, shall have power to fill such vacancy or
vacancies, the vote thereon to take effect when such resignation or resignations
shall become effective, and each director so chosen shall hold office for the
unexpired portion of the term of the director whose place shall be vacated and
until his successor shall have been duly elected and qualified.

         (b)......At a special meeting of stockholders called for the purpose in
the manner hereinabove provided, the Board of Directors or any individual
director may be removed from office, with or without cause, and a new director
or directors elected by a vote of stockholders holding a majority of the
outstanding shares entitled to vote at an election of directors.

Section 3.5.......Meetings.

         (a)......The annual meeting of the Board of Directors shall be held
immediately after the annual stockholders' meeting and at the place where such
meeting is held or at the place announced by the Chairman at such meeting. No
notice of an annual meeting of the Board of Directors shall be necessary, and
such meeting shall be held for the purpose of electing officers and transacting
such other business as may lawfully come before it.

         (b)......Except as hereinafter otherwise provided, regular meetings of
the Board of Directors shall be held in the office of the corporation required
to be maintained pursuant to Section 1.2 of Article I hereof. Regular meetings
of the Board of Directors may also be held at any place, within or without the
State of Delaware, which has been designated by resolutions of the Board of
Directors or the written consent of all directors.

         (c)......Special meetings of the Board of Directors may be held at any
time and place within or without the State of Delaware whenever called by the
Chairman of the Board or, if there is no Chairman of the Board, by the
President, or by any two directors.

         (d)......Written notice of the time and place of all regular and
special meetings of the Board of Directors shall be delivered personally to each
director or sent by telegram or facsimile transmission or other form of
electronic transmission at least 48 hours before the start of the meeting, or
sent by first class mail at least 120 hours before the start of the meeting.
Notice of any meeting may be waived in writing at any time before or after the
meeting and will be waived by any director by attendance thereat.

Section 3.6.......Quorum and Voting.

         (a)......A quorum of the Board of Directors shall consist of a majority
of the exact number of directors fixed from time to time in accordance with
Section 3.1 of Article III of these Bylaws, but not less than one; provided,

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however, at any meeting whether a quorum be present or otherwise, a majority of
the directors present may adjourn from time to time until the time fixed for the
next regular meeting of the Board of Directors, without notice other than by
announcement at the meeting.

         (b)......At each meeting of the Board at which a quorum is present, all
questions and business shall be determined by a vote of a majority of the
directors present, unless a different vote be required by law, the Certificate
of Incorporation, or these Bylaws.

         (c)......Any member of the Board of Directors, or of any committee
thereof, may participate in a meeting by means of conference telephone or other
communication equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting by such means shall
constitute presence in person at such meeting.

         (d)......The transactions of any meeting of the Board of Directors, or
any committee thereof, however called or noticed, or wherever held, shall be as
valid as though had at a meeting duly held after regular call and notice if a
quorum be present and if, either before or after the meeting, each of the
directors not present shall sign a written waiver of notice, or a consent to
holding such meeting, or an approval of the minutes thereof. All such waivers,
consents or approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.

Section 3.7.......Action Without Meeting.

         Unless otherwise restricted by the Certificate of Incorporation or
these Bylaws, 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 of such committee, as the case may be, consent
thereto in writing or by electronic transmission, and such writing or writings
or electronic transmission or transmissions are filed with the minutes of
proceedings of the Board or committee. Such filing shall be in paper form if the
minutes are maintained in paper form and shall be in electronic form if the
minutes are maintained in electronic form.

Section 3.8.......Fees and Compensation.

         Directors and members of committees may receive such compensation, if
any, for their services, and such reimbursement for expenses, as may be fixed or
determined by resolution of the Board of Directors.

Section 3.9.......Committees.

         (a)......Executive Committee: The Board of Directors may, by resolution
passed by a majority of the whole Board, appoint an Executive Committee of not
less than one member, each of whom shall be a director. The Executive Committee
to the extent permitted by law shall have and may exercise, when the Board of
Directors is not in session, all powers of the Board in the management of the
business and affairs of the corporation, including, without limitation, the
power and authority to declare a dividend or to authorize the issuance of stock,
except such committee shall not have the power or authority to amend the
Certificate of Incorporation, to adopt an agreement or merger or consolidation,
to recommend to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, to recommend to the
stockholders of the corporation a dissolution of the corporation or a revocation
of a dissolution, or to amend these Bylaws.

         (b)......Other Committees: The Board of Directors may, by resolution
passed by a majority of the whole Board, from time to time appoint such other
committees as may be permitted by law. Such other committees appointed by the
Board of Directors shall have such powers and perform such duties as may be
prescribed by the resolution or resolutions creating such committee, but in no
event shall any such committee have the powers denied to the Executive Committee
in these Bylaws.

         (c)......Term: The members of all committees of the Board of Directors
shall serve a term coexistent with that of the Board of Directors which shall
have appointed such committee. The Board, subject to the provisions of
subsections (a) or (b) of this Section 3.9, may at any time increase or decrease
the number of members of a committee or terminate the existence of a committee;
provided that no committee shall consist of less than one member. The membership
of a committee member shall terminate on the date of his death or voluntary
resignation, but the Board may at any time for any reason remove any individual

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<PAGE>

committee member and the Board may fill any committee vacancy created by death,
resignation, removal or increase in the number of members of the committee. The
Board of Directors may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee, and, in addition, in the absence or disqualification of any
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he 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.

         (d)......Meetings: Unless the Board of Directors shall otherwise
provide, regular meetings of the Executive Committee or any other committee
appointed pursuant to this Section 3.9 shall be held at such times and places as
are determined by the Board of Directors, or by any such committee, and when
notice thereof has been given to each member of such committee, no further
notice of such regular meetings need be given thereafter; special meetings of
any such committee may be held at the principal office of the corporation
required to be maintained pursuant to Section 1.2 of Article I hereof; or at any
place which has been designated from time to time by resolution of such
committee or by written consent of all members thereof, and may be called by any
director who is a member of such committee upon written notice to the members of
such committee of the time and place of such special meeting given in the manner
provided for the giving of written notice to members of the Board of Directors
of the time and place of special meetings of the Board of Directors. Notice of
any special meeting of any committee may be waived in writing at any time after
the meeting and will be waived by any director by attendance thereat. A majority
of the authorized number of members of any such committee shall constitute a
quorum for the transaction of business, and the act of a majority of those
present at any meeting at which a quorum is present shall be the act of such
committee.

                                   ARTICLE IV.

                                    Officers

Section 4.1.......Officers Designated.

         The officers of the corporation shall be a President, a Secretary and a
Treasurer. The Board of Directors or the President may also appoint a Chairman
of the Board, a Chief Executive Officer, a Chief Financial Officer, one or more
Vice-Presidents, assistant secretaries, assistant treasurers, and such other
officers and agents with such powers and duties as it or he shall deem
necessary. The order of the seniority of the Vice- Presidents shall be in the
order of their nomination unless otherwise determined by the Board of Directors.
The Board of Directors may assign such additional titles to one or more of the
officers, as it shall deem appropriate. Any one person may hold any number of
offices of the corporation at any one time unless specifically prohibited
therefrom by law. The salaries and other compensation of the officers of the
corporation shall be fixed by or in the manner designated by the Board of
Directors.

Section 4.2.......Tenure and Duties of Officers.

         (a)......General: All officers shall hold office at the pleasure of the
Board of Directors and until their successors shall have been duly elected and
qualified, unless sooner removed. Any officer elected or appointed by the Board
of Directors may be removed at any time by the Board of Directors. If the office
of any officer becomes vacant for any reason, the vacancy may be filled by the
Board of Directors. Nothing in these Bylaws shall be construed as creating any
kind of contractual right to employment with the corporation.

         (b)......Duties of the Chairman of the Board of Directors: The Chairman
of the Board of Directors (if there be such an officer appointed) when present
shall preside at all meetings of the stockholders and the Board of Directors.
The Chairman of the Board of Directors shall perform such other duties and have
such other powers as the Board of Directors shall designate from time to time.

                                       10
<PAGE>

         (c)......Duties of President: The President shall be the chief
executive officer of the corporation and shall preside at all meetings of the
stockholders and at all meetings of the Board of Directors, unless the Chairman
of the Board of Directors has been appointed and is present. The President shall
perform such other duties and have such other powers as the Board of Directors
shall designate from time to time.

         (d)......Duties of Vice-Presidents: The Vice-Presidents, in the order
of their seniority, may assume and perform the duties of the President in the
absence or disability of the President or whenever the office of the President
is vacant. The Vice-President shall perform such other duties and have such
other powers as the Board of Directors or the President shall designate from
time to time.

         (e)......Duties of Secretary: The Secretary shall attend all meetings
of the stockholders and of the Board of Directors and any committee thereof, and
shall record all acts and proceedings thereof in the minute book of the
corporation, which may be maintained in either paper or electronic form. The
Secretary shall give notice, in conformity with these Bylaws, of all meetings of
the stockholders and of all meetings of the Board of Directors and any Committee
thereof requiring notice. The Secretary shall perform such other duties and have
such other powers as the Board of Directors shall designate from time to time.
The President 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 President shall designate from time to time.

         (f)......Duties of Treasurer: The Treasurer shall keep or cause to be
kept the books of account of the corporation in a thorough and proper manner,
and shall render statements of the financial affairs of the corporation in such
form and as often as required by the Board of Directors or the President. The
Treasurer, subject to the order of the Board of Directors, shall have the
custody of all funds and securities of the corporation. The Treasurer shall
perform all other duties commonly incident to his office and shall perform such
other duties and have such other powers as the Board of Directors or the
President shall designate from time to time. The President may direct any
assistant treasurer to assume and perform the duties of the Treasurer in the
absence or disability of the Treasurer, and each assistant treasurer shall
perform such other duties and have such other powers as the Board of Directors
or the President shall designate from time to time.

                                   ARTICLE V.

                     Execution of Corporate Instruments, and
                  Voting of Securities Owned by the Corporation

Section 5.1.......Execution of Corporate Instruments.

         (a)......The Board of Directors may in its discretion determine the
method and designate the signatory officer or officers, or other person or
persons, to execute any corporate instrument or document, or to sign the
corporate name without limitation, except where otherwise provided by law, and
such execution or signature shall be binding upon the corporation.

         (b)......Unless otherwise specifically determined by the Board of
Directors or otherwise required by law, formal contracts of the corporation,
promissory notes, deeds of trust, mortgages and other evidences of indebtedness
of the corporation, and other corporate instruments or documents requiring the
corporate seal, and certificates of shares of stock owned by the corporation,
shall be executed, signed or endorsed by the Chairman of the Board (if there be
such an officer appointed) or by the President; such documents may also be
executed by any Vice-President and by the Secretary or Treasurer or any
assistant secretary or assistant treasurer. All other instruments and documents
requiring the corporate signature but not requiring the corporate seal may be
executed as aforesaid or in such other manner as may be directed by the Board of
Directors.

         (c)......All checks and drafts drawn on banks or other depositaries on
funds to the credit of the corporation or in special accounts of the corporation
shall be signed by such person or persons as the Board of Directors shall
authorize so to do.

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<PAGE>

         (d)......Execution of any corporate instrument may be effected in such
form, either manual, facsimile or electronic signature, as may be authorized by
the Board of Directors.

Section 5.2.......Voting of Securities Owned by Corporation.

         All stock and other securities of other corporations owned or held by
the corporation for itself or for other parties in any capacity shall be voted,
and all proxies with respect thereto shall be executed, by the person authorized
so to do by resolution of the Board of Directors or, in the absence of such
authorization, by the Chairman of the Board (if there be such an officer
appointed), or by the President, or by any Vice-President.

                                   ARTICLE VI.

                                 Shares of Stock

Section 6.1.......Form and Execution of Certificates.

         The shares of the corporation shall be represented by certificates,
provided that the Board of Directors may provide by resolution or resolutions
that some or all of any or all classes or series of its stock shall be
uncertificated shares. Any such resolution shall not apply to shares represented
by a certificate until such certificate is surrendered to the corporation.
Certificates for the shares of stock of the corporation shall be in such form as
is consistent with the Certificate of Incorporation and applicable law. Every
holder of stock in the corporation shall be entitled to have a certificate
signed by, or in the name of the corporation by, the Chairman of the Board (if
there be such an officer appointed), or by the President or any Vice-President
and by the Treasurer or assistant treasurer or the Secretary or assistant
secretary, certifying the number of shares owned by him in the corporation. Any
or all of the signatures on the certificate may be a facsimile. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued with the same effect as if he were such officer, transfer agent, or
registrar at the date of issue. 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 qualifications,
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 Delaware General
Corporation Law, 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 6.2.......Lost Certificates.

         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 or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
lost 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 or destroyed
certificate or certificates, or his legal representative, to indemnify the
corporation in such manner as it shall require and/or to give the corporation a
surety bond in such form and amount as it may direct as indemnity against any
claim that may be made against the corporation with respect to the certificate
alleged to have been lost or destroyed.

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<PAGE>

Section 6.3.......Transfers.

         Transfers of record of shares of stock of the corporation shall be made
only upon its books by the holders thereof, in person or by attorney duly
authorized, and upon the surrender of a certificate or certificates for a like
number of shares, properly endorsed.

Section 6.4.......Fixing 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, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date shall not be more
than 60 nor less than 10 days before the date of such meeting. If no record date
is fixed by the Board of Directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next preceding the
date on which the meeting is held. A determination of stockholders of record
entitled 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.

         (b)......In order that the corporation may determine the stockholders
entitled to consent to corporate action in writing or by electronic transmission
without a meeting, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which date shall not be more than 10
days after the date upon which the resolution fixing the record date is adopted
by the Board of Directors. If no record date has been fixed by the Board of
Directors, the record date for determining stockholders entitled to consent to
corporate action in writing or by electronic transmission without a meeting,
when no prior action by the Board of Directors is required by the Delaware
General Corporation Law, shall be the first date on which a signed written
consent or electronic transmission setting forth the action taken or proposed to
be taken is delivered to the corporation by delivery to its registered office in
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; provided that any such electronic transmission shall
satisfy the requirements of Section 2.11(b) and, unless the Board of Directors
otherwise provides by resolution, no such consent by electronic transmission
shall be deemed to have been delivered until such consent is reproduced in paper
form and until such paper form shall be delivered to the corporation by delivery
to its registered office in 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 a
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by law, the
record date for determining stockholders entitled to consent to corporate action
in writing or by electronic transmission without a meeting shall be at the close
of business on the day on which the Board of Directors adopts the resolution
taking such prior action.

         (c)......In order that the corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders 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 a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than 60 days prior to such
action. If no record date is fixed, the record date for determining stockholders
for any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.

Section 6.5.......Registered Stockholders.

         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 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.

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<PAGE>

                                  ARTICLE VII.

                       Other Securities of the Corporation

         All bonds, debentures and other corporate securities of the
corporation, other than stock certificates, may be signed by the Chairman of the
Board (if there be such an officer appointed), or the President or any
Vice-President or such other person as may be authorized by the Board of
Directors and the corporate seal impressed thereon or a facsimile of such seal
imprinted thereon and attested by the signature of the Secretary or an assistant
secretary, or the Treasurer or an assistant treasurer; provided, however, that
where any such bond, debenture or other corporate security shall be
authenticated by the manual signature of a trustee under an indenture pursuant
to which such bond, debenture or other corporate security shall be issued, the
signature of the persons signing and attesting the corporate seal on such bond,
debenture or other corporate security may be the imprinted facsimile of the
signatures of such persons. Interest coupons appertaining to any such bond,
debenture or other corporate security, authenticated by a trustee as aforesaid,
shall be signed by the Treasurer or an assistant treasurer of the corporation,
or such other person as may be authorized by the Board of Directors, or bear
imprinted thereon the facsimile signature of such person. In case any officer
who shall have signed or attested any bond, debenture or other corporate
security, or whose facsimile signature shall appear thereon has ceased to be an
officer of the corporation before the bond, debenture or other corporate
security so signed or attested shall have been delivered, such bond, debenture
or other corporate security nevertheless may be adopted by the corporation and
issued and delivered as though the person who signed the same or whose facsimile
signature shall have been used thereon had not ceased to be such officer of the
corporation.

                                  ARTICLE VIII.

                                 Corporate Seal

         The corporate seal shall consist of a die bearing the name of the
corporation and the state and date of its incorporation. Said seal may be used
by causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.

                                   ARTICLE IX.

          Indemnification of Officers, Directors, Employees and Agents

Section 9.1.......Right to Indemnification.

         Each person who was or is a party or is threatened to be made a party
to or is involved (as a party, witness, or otherwise), in any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (hereinafter a "Proceeding"), by reason of the
fact that he, or a person of whom he is the legal representative, 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 or of a partnership, joint venture, trust, or other
enterprise, including service with respect to employee benefit plans, whether
the basis of the Proceeding is alleged action in an official capacity as a
director, officer, employee, or agent or in any other capacity while serving as
a director, officer, employee, or agent (hereafter an "Agent"), shall be
indemnified and held harmless by the corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended or interpreted (but, in the case of any such amendment or
interpretation, only to the extent that such amendment or interpretation permits
the corporation to provide broader indemnification rights than were permitted
prior thereto) against all expenses, liability, and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to
be paid in settlement, and any interest, assessments, or other charges imposed
thereon, and any federal, state, local, or foreign taxes imposed on any Agent as
a result of the actual or deemed receipt of any payments under this Article)
reasonably incurred or suffered by such person in connection with investigating,
defending, being a witness in, or participating in (including on appeal), or
preparing for any of the foregoing in, any Proceeding (hereinafter "Expenses");

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<PAGE>

provided, however, that except as to actions to enforce indemnification rights
pursuant to Section 9.3 of this Article, the corporation shall indemnify any
Agent seeking indemnification 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. The right to indemnification
conferred in this Article shall be a contract right.

Section 9.2.......Authority to Advance Expenses.

         The right to indemnification provided in Section 1 of this Article
shall include the right to be paid, in advance of a Proceeding's final
disposition, Expenses incurred in defending that Proceeding; provided, however,
that if required by the Delaware General Corporation Law, as amended, the
payment of such expenses incurred by an officer or director acting in his
capacity as such (and not in any other capacity) in advance of the final
disposition of the Proceeding shall be made only upon delivery to the
corporation of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the corporation as authorized under this Article or
otherwise. Any obligation to reimburse the corporation for Expense advances
shall be unsecured and no interest shall be charged thereon.

Section 9.3.......Right of Claimant to Bring Suit.

         If a claim under Section 9.1 or 9.2 of this Article is not paid in full
by the corporation within 60 days after a written claim has been received by the
corporation, the claimant may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense
(including attorneys' fees) of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending a Proceeding in advance of its final disposition where the
required undertaking has been tendered to the corporation) that the claimant has
not met the standards of conduct that make it permissible under the Delaware
General Corporation Law for the corporation to indemnify the claimant for the
amount claimed. The burden of proving such a defense shall be on the
corporation. 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 action that indemnification of
the claimant is proper under the circumstances because he has met the applicable
standard of conduct set forth in the Delaware General Corporation Law, nor an
actual determination by the corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant had not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that claimant has not met the applicable standard of conduct.

Section 9.4.......Provisions Nonexclusive.

         The rights conferred on any person by this Article shall not be
exclusive of any other rights that such person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation, agreement,
vote of stockholders or disinterested directors, or otherwise, both as to action
in an official capacity and as to action in another capacity while holding such
office. To the extent that any provision of the Certificate, agreement, or vote
of the stockholders or disinterested directors is inconsistent with these
bylaws, the provision, agreement, or vote shall take precedence.

Section 9.5.......Authority to Insure.

         The corporation may purchase and maintain insurance to protect itself
and any Agent against any Expense, whether or not the corporation would have the
power to indemnify the Agent against such Expense under applicable law or the
provisions of this Article.

Section 9.6.......Survival of Rights.

         The rights provided by this Article shall continue as to a person who
has ceased to be an Agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.

                                       15
<PAGE>

Section 9.7.......Settlement of Claims.

         The corporation shall not be liable to indemnify any Agent under this
Article (a) for any amounts paid in settlement of any action or claim effected
without the corporation's written consent, which consent shall not be
unreasonably withheld; or (b) for any judicial award if the corporation was not
given a reasonable and timely opportunity, at its expense, to participate in the
defense of such action.

Section 9.8.......Effect of Amendment.

         Any amendment, repeal, or modification of this Article shall not
adversely affect any right or protection of any Agent existing at the time of
such amendment, repeal, or modification.

Section 9.9.......Subrogation.

         In the event of payment under this Article, the corporation shall be
subrogated to the extent of such payment to all of the rights of recovery of the
Agent, who shall execute all papers required and shall do everything that may be
necessary to secure such rights, including the execution of such documents
necessary to enable the corporation effectively to bring suit to enforce such
rights.

Section 9.10......No Duplication of Payments.

         The corporation shall not be liable under this Article to make any
payment in connection with any claim made against the Agent to the extent the
Agent has otherwise actually received payment (under any insurance policy,
agreement, vote, or otherwise) of the amounts otherwise indemnifiable hereunder.

                                   ARTICLE X.

                                     Notices

         Whenever, under any provisions of these Bylaws, notice is required to
be given to any stockholder, the same shall be given either (1) in writing,
timely and duly deposited in the United States Mail, postage prepaid, and
addressed to his last known post office address as shown by the stock record of
the corporation or its transfer agent, or (2) by a means of electronic
transmission that satisfies the requirements of Section 2.4(e) of these Bylaws,
and has been consented to by the stockholder to whom the notice is given. Any
notice required to be given to any director may be given by either of the
methods hereinabove stated, except that such notice other than one which is
delivered personally, shall be sent to such address or (in the case of
electronic communication) such e-mail address, facsimile telephone number or
other form of electronic address as such director shall have filed in writing or
by electronic communication with the Secretary of the corporation, or, in the
absence of such filing, to the last known post office address of such director.
If no address of a stockholder or director be known, such notice may be sent to
the office of the corporation required to be maintained pursuant to Section 1.2
of Article I hereof. An affidavit of mailing, executed by a duly authorized and
competent employee of the corporation or its transfer agent appointed with
respect to the class of stock affected, specifying the name and address or the
names and addresses of the stockholder or stockholders, director or directors,
to whom any such notice or notices was or were given, and the time and method of
giving the same, shall be conclusive evidence of the statements therein
contained. All notices given by mail, as above provided, shall be deemed to have
been given as at the time of mailing and all notices given by means of
electronic transmission shall be deemed to have been given as at the sending
time recorded by the electronic transmission equipment operator transmitting the
same. It shall not be necessary that the same method of giving notice be
employed in respect of all directors, but one permissible method may be employed
in respect of any one or more, and any other permissible method or methods may
be employed in respect of any other or others. The period or limitation of time
within which any stockholder may exercise any option or right, or enjoy any
privilege or benefit, or be required to act, or within which any director may
exercise any power or right, or enjoy any privilege, pursuant to any notice sent
him in the manner above provided, shall not be affected or extended in any
manner by the failure of such a stockholder or such director to receive such
notice. Whenever any notice is required to be given under the provisions of the
statutes or of the Certificate of Incorporation, or of these Bylaws, a waiver
thereof in writing signed by the person or persons entitled to said notice, or a
waiver by electronic transmission by the person entitled to notice, whether

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before or after the time stated therein, shall be deemed equivalent thereto.
Whenever notice is required to be given, under any provision of law or of the
Certificate of Incorporation or Bylaws of the corporation, to any person with
whom communication is unlawful, the giving of such notice to such person shall
not be required and there shall be no duty to apply to any governmental
authority or agency for a license or permit to give such notice to such person.
Any action or meeting which shall be taken or held without notice to any such
person with whom communication is unlawful shall have the same force and effect
as if such notice had been duly given. In the event that the action taken by the
corporation is such as to require the filing of a certificate under any
provision of the Delaware General Corporation Law, the certificate shall state,
if such is the fact and if notice is required, that notice was given to all
persons entitled to receive notice except such persons with whom communication
is unlawful.

                                   ARTICLE XI.

                                   Amendments

         These Bylaws may be repealed, altered or amended or new Bylaws adopted
by written consent of stockholders in the manner authorized by Section 2.11 of
Article II, or at any meeting of the stockholders, either annual or special, by
the affirmative vote of a majority of the stock entitled to vote at such
meeting, unless a larger vote is required by these Bylaws or the Certificate of
Incorporation. The Board of Directors shall also have the authority to repeal,
alter or amend these Bylaws or adopt new Bylaws (including, without limitation,
the amendment of any Bylaws setting forth the number of directors who shall
constitute the whole Board of Directors) by unanimous written consent or at any
annual, regular, or special meeting by the affirmative vote of a majority of the
whole number of directors, subject to the power of the stockholders to change or
repeal such Bylaws.

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                            CERTIFICATE OF SECRETARY

         The undersigned, Secretary of Rubicon Medical Corporation, a Delaware
corporation, hereby certifies that the foregoing is a full, true and correct
copy of the Bylaws of said corporation, with all amendments to date of this
Certificate.

         WITNESS the signature of the undersigned this 22nd day of October,
2004.

                                                      /s/ Dennis M. Nasella
                                                    ----------------------------
                                                    Dennis M. Nasella, Secretary

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