BY-LAWS

                                       OF

                               YDI WIRELESS, INC.
          ------------------------------------------------------------


                                    ARTICLE I

                            Meetings of Stockholders
                            ------------------------



            Section 1.1.  Annual Meetings. If required by applicable law, an
annual meeting of stockholders shall be held for the election of directors at
such date, time, and place, if any, either within or without the State of
Delaware, as may be designated by resolution of the Board of Directors from time
to time. Any other proper business may be transacted at the annual meeting.

            Section 1.2.  Special Meetings. Special meetings of stockholders for
any purpose or purposes may be called at any time by the Board of Directors, but
such special meetings may not be called by any other person or persons. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.

            Section 1.3.  Notice of Meetings. Whenever stockholders are required
or permitted to take any action at a meeting, a notice of the meeting shall be
given that shall state the place, if any, date, and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation, or
these by-laws, the notice of any meeting shall be given not less than ten (10)
nor more than sixty (60) days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the United States mail, postage prepaid, directed to the
stockholder at such stockholder's address as it appears on the records of the
corporation.

            Section 1.4.  Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting, the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, notice of the adjourned meeting shall be given
to each stockholder of record entitled to vote at the meeting.

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            Section 1.5.  Quorum. Except as otherwise provided by law, the
certificate of incorporation, or these by-laws, at each meeting of stockholders
the presence in person or by proxy of the holders of a majority in voting power
of the outstanding shares of stock entitled to vote at the meeting shall be
necessary and sufficient to constitute a quorum. In the absence of a quorum, the
stockholders so present may, by a majority in voting power thereof, adjourn the
meeting from time to time in the manner provided in Section 1.4 of these by-laws
until a quorum shall attend. Shares of its own stock belonging to the
corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the corporation or any subsidiary of the corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

            Section 1.6.  Organization. Meetings of stockholders shall be
presided over by the Chairperson of the Board, if any, or in his or her absence
by the Vice Chairperson of the Board, if any, or in his or her absence by the
Chief Executive Officer, if any, or in his or her absence by the President, or
in his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairperson designated by the Board of Directors, or in the absence
of such designation by a chairperson chosen at the meeting. The Secretary shall
act as secretary of the meeting, but in his or her absence the chairperson of
the meeting may appoint any person to act as secretary of the meeting.

            Section 1.7.  Voting; Proxies. Except as otherwise provided by or
pursuant to the provisions of the certificate of incorporation, each stockholder
entitled to vote at any meeting of stockholders shall be entitled to one vote
for each share of stock held by such stockholder which has voting power upon the
matter in question. Each stockholder entitled to vote at a meeting of
stockholders or to express consent to corporate action in writing without a
meeting may authorize another person or persons to act for such stockholder by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period. A proxy shall be
irrevocable if it states that it is irrevocable and if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power. A
stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by delivering to the Secretary of the
corporation a revocation of the proxy or a new proxy bearing a later date.
Voting at meetings of stockholders need not be by written ballot. At all
meetings of stockholders for the election of directors at which a quorum is
present, a plurality of the votes cast shall be sufficient to elect. All other
elections and questions presented to the stockholders at a meeting at which a
quorum is present shall, unless otherwise provided by the certificate of
incorporation, these by-laws, the rules or regulations of any stock exchange
applicable to the corporation, or applicable law or pursuant to any regulation
applicable to the corporation or its securities, be decided by the affirmative
vote of the holders of a majority in voting power of the shares of stock of the
corporation which are present in person or by proxy and entitled to vote
thereon.

            Section 1.8.  Fixing Date for Determination of Stockholders of
Record. In order that the corporation may determine the stockholders entitled to
notice of or to vote at any meeting


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of stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion, or exchange of stock
or for the purpose of any other lawful action, the Board of Directors may fix 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: (1) in the case of determination of stockholders entitled to
vote at any meeting of stockholders or adjournment thereof, shall, unless
otherwise required by law, not be more than sixty (60) nor less than ten (10)
days before the date of such meeting; (2) in the case of determination of
stockholders entitled to express consent to corporate action in writing without
a meeting, shall not be more than ten (10) days from the date upon which the
resolution fixing the record date is adopted by the Board of Directors; and (3)
in the case of any other action, shall not be more than sixty (60) days prior to
such other action. If no record date is fixed: (1) 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 day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting, when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action; and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

            Section 1.9.  List of Stockholders Entitled to Vote. The officer who
has charge of the stock ledger shall prepare and make, at least ten (10) days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting at least ten (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
meeting, or (ii) during ordinary business hours at the principal place of
business of the corporation. The list of stockholders must also be open to
examination at the meeting as required by applicable law. Except as otherwise
provided by law, the stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list of stockholders, or
the books of the corporation, or to vote in person or by proxy at any meeting of
stockholders.

            Section 1.10.  Action By Written Consent of Stockholders. To the
extent permitted by applicable law and regulations, unless otherwise restricted
by the certificate of incorporation, any action required or permitted to be
taken at any annual or special meeting of the


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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,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and shall be 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 minutes of
proceedings 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 shall, to the extent required by
law, be given to those stockholders who have not consented in writing and who,
if the action had been taken at a meeting, would have been entitled to notice of
the meeting if the record date for such meeting had been the date that written
consents signed by a sufficient number of holders to take the action were
delivered to the corporation.

            Section 1.11.  Inspectors of Election. The corporation may, and
shall if required by law, in advance of any meeting of stockholders, appoint one
or more inspectors of election, who may be employees of the corporation, to act
at the meeting or any adjournment thereof and to make a written report thereof.
The corporation may designate one or more persons as alternate inspectors to
replace any inspector who fails to act. In the event that no inspector so
appointed or designated 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 or her
duties, shall take and sign an oath to execute faithfully the duties of
inspector with strict impartiality and according to the best of his or her
ability. The inspector or inspectors so appointed or designated shall (i)
ascertain the number of shares of capital stock of the corporation outstanding
and the voting power of each such share, (ii) determine the shares of capital
stock of the corporation represented at the 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 of capital stock of the corporation represented at the meeting
and such inspectors' count of all votes and ballots. Such certification and
report shall specify such other information as may be required by law. In
determining the validity and counting of proxies and ballots cast at any meeting
of stockholders of the corporation, the inspectors may consider such information
as is permitted by applicable law. No person who is a candidate for an office at
an election may serve as an inspector at such election.

            Section 1.12.  Conduct of Meetings. 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 by the person presiding over
the meeting. The Board of Directors may adopt by resolution such rules and
regulations for the conduct of the meeting of stockholders as it shall deem
appropriate. Except to the extent inconsistent with such rules and regulations
as adopted by the Board of Directors, the person presiding over any meeting of
stockholders shall have the right and authority to convene and to adjourn the
meeting, to prescribe such rules, regulations, and procedures and to do all such
acts as, in the judgment of such presiding person, are appropriate for the
proper conduct of the meeting. Such rules, regulations, or procedures,


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whether adopted by the Board of Directors or prescribed by the presiding person
of the meeting, may include, without limitation, the following: (i) the
establishment of an agenda or order of business for the meeting; (ii) rules and
procedures for maintaining order at the meeting and the safety of those present;
(iii) limitations on attendance at or participation in the meeting to
stockholders of record of the corporation, their duly authorized and constituted
proxies, or such other persons as the presiding person of the meeting shall
determine; (iv) restrictions on entry to the meeting after the time fixed for
the commencement thereof; and (v) limitations on the time allotted to questions
or comments by participants. The presiding person at any meeting of
stockholders, in addition to making any other determinations that may be
appropriate to the conduct of the meeting, shall, if the facts warrant,
determine and declare to the meeting that a matter or business was not properly
brought before the meeting and if such presiding person should so determine,
such presiding person shall so declare to the meeting and any such matter or
business not properly brought before the meeting shall not be transacted or
considered. Unless and to the extent determined by the Board of Directors or the
person presiding over the meeting, meetings of stockholders shall not be
required to be held in accordance with the rules of parliamentary procedure.

            Section 1.13.  Notice of Stockholder Business and Nominations.

            (A)   Annual Meetings of Stockholders. (1) Nominations of
persons for election to the Board of Directors of the corporation and the
proposal of business to be considered by the stockholders may be made at an
annual meeting of stockholders only (a) pursuant to the corporation's notice of
meeting (or any supplement thereto), (b) by or at the direction of the Board of
Directors, or (c) by any stockholder of the corporation who was a stockholder of
record of the corporation at the time the notice provided for in this Section
1.13 is delivered to the Secretary of the corporation, who is entitled to vote
at the meeting, and who complies with the notice procedures set forth in this
Section 1.13.

                  (2)   For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (c) of paragraph
(A)(1) of this Section 1.13, the stockholder must have given timely notice
thereof in writing to the Secretary of the corporation and any such proposed
business other than the nominations of persons for election to the Board of
Directors must constitute a proper matter for stockholder action. To be timely,
a stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the corporation not later than the close of business on the
ninetieth day nor earlier than the close of business on the one hundred
twentieth day 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 more than thirty days before or more than seventy days after such
anniversary date, notice by the stockholder must be so delivered not earlier
than the close of business on the one hundred twentieth day prior to such annual
meeting and not later than the close of business on the later of the ninetieth
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 by the
corporation). For the purposes of the first annual meeting of stockholders held
after 2003, the first anniversary of the preceding year's annual meeting shall
be deemed to be June 24, 2004. In no event shall the public announcement of an
adjournment or postponement of an annual meeting commence a new time


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period (or extend any time period) for the giving of a stockholder's notice as
described above. Such stockholder's notice shall set forth: (a) as to each
person whom the stockholder proposes to nominate for election as a director (i)
all information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or is
otherwise required, in each case pursuant to and in accordance with Regulation
14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and (ii) such person's written consent to being named in the proxy statement as
a nominee and to serving as a director if elected; (b) as to any other business
that the stockholder proposes to bring before the meeting, a brief description
of the business desired to be brought before the meeting, the text of the
proposal or business (including the text of any resolutions proposed for
consideration and in the event that such business includes a proposal to amend
the by-laws of the corporation, the language of the proposed amendment), the
reasons for conducting such business at the meeting, and any material interest
in such business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the stockholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is
made, (i) the name and address of such stockholder, as they appear on the
corporation's books, and of such beneficial owner, (ii) the class and number of
shares of capital stock of the corporation which are owned beneficially and of
record by such stockholder and such beneficial owner, (iii) a representation
that the stockholder is a holder of record of stock of the corporation entitled
to vote at such meeting and intends to appear in person or by proxy at the
meeting to propose such business or nomination, and (iv) a representation
whether the stockholder or the beneficial owner, if any, intends or is part of a
group which intends (a) to deliver a proxy statement and/or form of proxy to
holders of at least the percentage of the corporation's outstanding capital
stock required to approve or adopt the proposal or elect the nominee and/or (b)
otherwise to solicit proxies from stockholders in support of such proposal or
nomination. The foregoing notice requirements shall be deemed satisfied by a
stockholder if the stockholder has notified the corporation of his or her
intention to present a proposal at an annual meeting in compliance with Rule
14a-8 (or any successor thereof) promulgated under the Exchange Act and such
stockholder's proposal has been included in a proxy statement that has been
prepared by the corporation to solicit proxies for such annual meeting. The
corporation may require any proposed nominee to furnish such other information
as it may reasonably require to determine the eligibility of such proposed
nominee to serve as a director of the corporation.

                  (3)   Notwithstanding anything in the second sentence of
paragraph (A)(2) of this Section 1.13 to the contrary, in the event that the
number of directors to be elected to the Board of Directors of the corporation
at an annual meeting is increased and there is no public announcement by the
corporation naming the nominees for the additional directorships at least one
hundred days prior to the first anniversary of the preceding year's annual
meeting, a stockholder's notice required by this Section 1.13 shall also be
considered timely, but only with respect to nominees for the additional
directorships, if it shall be delivered to the Secretary at the principal
executive offices of the corporation not later than the close of business on the
tenth day following the day on which such public announcement is first made by
the corporation.

           (B)    Special Meetings of Stockholders. Only such business shall
be conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to


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the corporation's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the corporation's notice of meeting (1)
by or at the direction of the Board of Directors or (2) provided that the Board
of Directors has determined that directors shall be elected at such meeting, by
any stockholder of the corporation who is a stockholder of record at the time
the notice provided for in this Section 1.13 is delivered to the Secretary of
the corporation, who is entitled to vote at the meeting and upon such election,
and who complies with the notice procedures set forth in this Section 1.13. In
the event the corporation calls a special meeting of stockholders for the
purpose of electing one or more directors to the Board of Directors, any such
stockholder entitled to vote in such election of directors may nominate a person
or persons (as the case may be) for election to such position(s) as specified in
the corporation's notice of meeting, if the stockholder's notice required by
paragraph (A)(2) of this Section 1.13 shall be delivered to the Secretary at the
principal executive offices of the corporation not earlier than the close of
business on the one hundred twentieth day prior to such special meeting and not
later than the close of business on the later of the ninetieth day prior to such
special meeting or the tenth day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting. In no event shall the
public announcement of an adjournment or postponement of a special meeting
commence a new time period (or extend any time period) for the giving of a
stockholder's notice as described above.

            (C)   General. (1) Only such persons who are nominated in accordance
with the procedures set forth in this Section 1.13 shall be eligible to be
elected at an annual or special meeting of stockholders of the corporation to
serve as directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Section 1.13. Except as otherwise provided by
law, the chairman of the meeting shall have the power and duty (a) to determine
whether a nomination or any business proposed to be brought before the meeting
was made or proposed, as the case may be, in accordance with the procedures set
forth in this Section 1.13 (including whether the stockholder or beneficial
owner, if any, on whose behalf the nomination or proposal is made solicited (or
is part of a group which solicited) or did not so solicit, as the case may be,
proxies in support of such stockholder's nominee or proposal in compliance with
such stockholder's representation as required by clause (A)(2)(c)(iv) of this
Section 1.13) and (b) if any proposed nomination or business was not made or
proposed in compliance with this Section 1.13, to declare that such nomination
shall be disregarded or that such proposed business shall not be transacted.
Notwithstanding the foregoing provisions of this Section 1.13, if the
stockholder (or a qualified representative of the stockholder) does not appear
at the annual or special meeting of stockholders of the corporation to present a
nomination or business, such nomination shall be disregarded and such proposed
business shall not be transacted, notwithstanding that proxies in respect of
such vote may have been received by the corporation.

                  (2)   For purposes of this Section 1.13, "public announcement"
shall include disclosure in a press release reported by the Dow Jones News
Service, Associated Press, or comparable


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national news service, issued by PR Newswire, Business Wire, or comparable
service, or in a document publicly filed by the corporation with the Securities
and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

                  (3)   Notwithstanding the foregoing provisions of this Section
1.13, a stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 1.13. Nothing in this Section 1.13 shall be
deemed to affect any rights (a) of stockholders to request inclusion of
proposals in the corporation's proxy statement pursuant to Rule 14a-8 under the
Exchange Act or (b) of the holders of any series of Preferred Stock to elect
directors pursuant to any applicable provisions of the certificate of
incorporation.


                                   ARTICLE II

                               Board of Directors
                               ------------------

            Section 2.1.  Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

            Section 2.2.  Election; Resignation; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation or elected by the incorporator of the corporation,
and each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is duly elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors each of whom shall hold office for a term of
one year or until his or her successor is duly elected and qualified, subject to
such director's earlier death, resignation, disqualification, or removal. Any
director may resign at any time upon notice to the corporation. Unless otherwise
provided by law or the certificate of incorporation, any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the term of office of the director whom he or she
has replaced or until his or her successor is elected and qualified.

            Section 2.3.  Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine.

            Section 2.4.  Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.


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            Section 2.5.  Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
by-law shall constitute presence in person at such meeting.

            Section 2.6.  Quorum; Vote Required for Action. At all meetings of
the Board of Directors, the directors entitled to cast a majority of the votes
of the whole Board of Directors shall constitute a quorum for the transaction of
business. Except in cases in which the certificate of incorporation, these
by-laws, or applicable law otherwise provides, a majority of the votes entitled
to be cast by the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.

            Section 2.7.  Organization. Meetings of the Board of Directors shall
be presided over by the Chairperson of the Board, if any, or in his or her
absence by the Vice Chairperson of the Board, if any, or in his or her absence
by the Chief Executive Officer, if any, or in his or her absence by the
President, or in their absence by a chairperson chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairperson of the meeting may appoint any person to act as secretary of the
meeting.

            Section 2.8.  Action by Unanimous Consent of Directors. Unless
otherwise restricted by the certificate of incorporation or these by-laws, any
action required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a meeting if all
members of the Board of Directors or such committee, as the case may be, consent
thereto in writing or by electronic transmission and the writing or writings or
electronic transmissions are filed with the minutes of proceedings of the board
or committee in accordance with applicable law.


                                   ARTICLE III

                                   Committees
                                   ----------

            Section 3.1. Committees. The Board of Directors may designate one or
more committees, each committee to consist of one or more of the directors of
the corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she, or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation and may authorize the seal of the corporation to be
affixed to all papers which may require it.


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<PAGE>


            Section 3.2.  Committee Rules. Unless the Board of Directors
otherwise provides, each committee designated by the Board of Directors may
make, alter, and repeal rules for the conduct of its business. In the absence of
such rules, each committee shall conduct its business in the same manner as the
Board of Directors conducts its business pursuant to Article II of these
by-laws.


                                   ARTICLE IV

                                    Officers
                                    --------

            Section 4.1.  Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairperson
of the Board and a Vice Chairperson of the Board from among its members. The
Board of Directors may also choose a Chief Executive Officer, one or more Vice
Presidents, one or more Assistant Secretaries, a Treasurer, and one or more
Assistant Treasurers. Each such officer shall hold office until the first
meeting of the Board of Directors after the annual meeting of stockholders next
succeeding his or her election, and until his or her successor is elected and
qualified or until his or her earlier resignation or removal. Any officer may
resign at any time upon written notice to the corporation. The Board of
Directors may remove any officer with or without cause at any time, but such
removal shall be without prejudice to the contractual rights of such officer, if
any, with the corporation. Any number of offices may be held by the same person.
Any vacancy occurring in any office of the corporation by death, resignation,
removal, or otherwise may be filled for the unexpired portion of the term by the
Board of Directors at any regular or special meeting.

            Section 4.2.  Powers and Duties of Executive Officers. The officers
of the corporation shall have such powers and duties in the management of the
corporation as may be prescribed in a resolution by the Board of Directors and,
to the extent not so provided, as generally pertain to their respective offices,
subject to the control of the Board of Directors. The Board of Directors may
require any officer, agent, or employee to give security for the faithful
performance of his or her duties.

            Section 4.3.  Appointing Attorneys and Agents; Voting Securities of
Other Entities. Unless otherwise provided by resolution adopted by the Board of
Directors, the Chairperson of the Board, any Chief Executive Officer, the
President, or any Vice President may from time to time appoint an attorney or
attorneys or agent or agents of the corporation, in the name and on behalf of
the corporation, to cast the votes which the corporation may be entitled to cast
as the holder of stock or other securities in any other corporation or other
entity, any of whose stock or other securities may be held by the corporation,
at meetings of the holders of the stock or other securities of such other
corporation or other entity, or to consent in writing, in the name of the
corporation as such holder, to any action by such other corporation or other
entity, and may instruct the person or persons so appointed as to the manner of
casting such votes or giving such consents, and may execute or cause to be
executed in the name and on behalf of the


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<PAGE>


corporation and under its corporate seal or otherwise, all such written proxies
or other instruments as he or she may deem necessary or proper. Any of the
rights set forth in this Section 4.3 which may be delegated to an attorney or
agent may also be exercised directly by the Chairperson of the Board, any Chief
Executive Officer, the President, or any Vice President.


                                    ARTICLE V

                                      Stock
                                      -----

            Section 5.1.  Certificates. Every holder of stock shall be entitled
to have a certificate signed by or in the name of the corporation by the
Chairperson or Vice Chairperson of the Board of Directors, if any, or the
President or a Vice President, and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary, of the corporation certifying the
number of shares owned by such holder in the corporation. Any of or all 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 by the corporation
with the same effect as if such person were such officer, transfer agent, or
registrar at the date of issue.

            Section 5.2. Lost, Stolen, or Destroyed Stock Certificates; Issuance
of New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen, or destroyed, and the corporation may require the owner of the lost,
stolen, or destroyed certificate, or such owner's legal representative, to give
the corporation a bond sufficient to indemnify it against any claim that may be
made against it on account of the alleged loss, theft, or destruction of any
such certificate or the issuance of such new certificate.


                                   ARTICLE VI

                                 Indemnification
                                 ---------------

            Section 6.1. Right to Indemnification of Directors and Officers. The
corporation shall indemnify and hold harmless, to the fullest extent permitted
by applicable law as it presently exists or may hereafter be amended, any person
(a "Covered Person") who was or is made or is threatened to be made a party or
is otherwise involved in any action, suit, or proceeding, whether civil,
criminal, administrative, or investigative (a "proceeding"), by reason of the
fact that such person, or a person for whom such person is the legal
representative, is or was a director or officer of the corporation or, while a
director or officer of the corporation, 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, enterprise, or nonprofit entity,
including service with respect to employee benefit plans, against all liability
and loss suffered and expenses (including attorneys' fees) reasonably incurred
by such Covered Person in such proceeding.


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<PAGE>


Notwithstanding the preceding sentence, except as otherwise provided in Section
6.3, the corporation shall be required to indemnify a Covered Person in
connection with a proceeding (or part thereof) commenced by such Covered Person
only if the commencement of such proceeding (or part thereof) by the Covered
Person was authorized in advance by the Board of Directors.

            Section 6.2.  Prepayment of Expenses of Directors and Officers. The
corporation shall pay the expenses (including attorneys' fees) incurred by a
Covered Person in defending any proceeding in advance of its final disposition,
provided, however, that, to the extent required by law, such payment of expenses
in advance of the final disposition of the proceeding shall be made only upon
receipt of an undertaking by the Covered Person to repay all amounts advanced if
it should be ultimately determined that the Covered Person is not entitled to be
indemnified under this Article VI or otherwise.

            Section 6.3.  Claims by Directors and Officers. If a claim for
indemnification or advancement of expenses under this Article VI is not paid in
full within thirty days after a written claim therefor by the Covered Person has
been received by the corporation, the Covered Person may file suit to recover
the unpaid amount of such claim and, if successful in whole or in part, shall be
entitled to be paid the expense of prosecuting such claim. In any such action,
the corporation shall have the burden of proving that the Covered Person is not
entitled to the requested indemnification or advancement of expenses under
applicable law.

            Section 6.4.  Indemnification of Employees and Agents. The
corporation may indemnify and advance expenses to any person who was or is made
or is threatened to be made or is otherwise involved in any proceeding by reason
of the fact that such person, or a person for whom such person is the legal
representative, is or was an employee or agent of the corporation or, while an
employee or agent of the corporation, 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, enterprise, or nonprofit entity,
including service with respect to employee benefit plans, against all liability
and loss suffered and expenses (including attorney's fees) reasonably incurred
by such person in connection with such proceeding. The ultimate determination of
entitlement to indemnification of persons who are non-director or officer
employees or agents shall be made in such manner as is determined by the Board
of Directors in its sole discretion. Notwithstanding the foregoing sentence, the
corporation shall not be required to indemnify a person in connection with a
proceeding initiated by such person if the proceeding was not authorized in
advance by the Board of Directors.

            Section 6.5.  Advancement of Expenses of Employees and Agents. The
corporation may pay the expenses (including attorney's fees) incurred by an
employee or agent in defending any proceeding in advance of its final
disposition on such terms and conditions as may be determined by the Board of
Directors.

            Section 6.6.  Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate of incorporation, these by-laws, agreement, vote of stockholders or
disinterested directors, or otherwise.


                                       12
<PAGE>


            Section 6.7.  Other Indemnification. The corporation's obligation,
if any, to indemnify any person who was or is serving at its request as a
director, officer, or employee of another corporation, partnership, joint
venture, trust, organization, or other enterprise shall be reduced by any amount
such person may collect as indemnification from such other corporation,
partnership, joint venture, trust, organization, or other enterprise.

            Section 6.8.  Insurance. The Board of Directors may, to the full
extent permitted by applicable law as it presently exists, or may hereafter be
amended from time to time, authorize an appropriate officer or officers to
purchase and maintain at the corporation's expense insurance: (a) to indemnify
the corporation for any obligation which it incurs as a result of the
indemnification of directors, officers, and employees under the provisions of
this Article VI and (b) to indemnify or insure directors, officers, and
employees against liability in instances in which they may not otherwise be
indemnified by the corporation under the provisions of this Article VI.

            Section 6.9.  Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification. The rights provided hereunder
shall inure to the benefit of any Covered Person and such person's heirs,
executors, and administrators.

                                   ARTICLE VII

                                  Miscellaneous
                                  -------------

            Section 7.1.  Fiscal Year. The fiscal year of the corporation shall
be determined by resolution of the Board of Directors.

            Section 7.2.  Seal. The corporate seal shall have the name of the
corporation inscribed thereon and shall be in such form as may be approved from
time to time by the Board of Directors.

            Section 7.3.  Manner of Notice. Except as otherwise provided herein
or permitted by applicable law, notices to directors and stockholders shall be
in writing and delivered personally or mailed to the directors or stockholders
at their addresses appearing on the books of the corporation. Notice to
directors may be given by telecopier, telephone, or other means of electronic
transmission.

            Section 7.4.  Waiver of Notice of Meetings of Stockholders,
Directors, and Committees. Any waiver of notice, given by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be


                                       13
<PAGE>


transacted at nor the purpose of any regular or special meeting of the
stockholders, directors, or members of a committee of directors need be
specified in a waiver of notice.

            Section 7.5.  Form of Records. Any records maintained by the
corporation in the regular course of its business, including its stock ledger,
books of account, and minute books, may be kept on, or by means of, or be in the
form of, any information storage device or method, provided that the records so
kept can be converted into clearly legible paper form within a reasonable time.





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