Exhibit 3.2

                         AMENDED AND RESTATED BY-LAWS OF

                              CHINA AUTOPARTS, INC.

                             A DELAWARE CORPORATION





















                             Dated: January 24, 2005

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                                TABLE OF CONTENTS


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ARTICLE I - Meetings of Stockholders...........................................1

Section 1. Place of Meetings...................................................1

Section 2. Annual Meeting......................................................1

Section 3. Special Meetings....................................................1

Section 4. Notice of Meetings..................................................1

Section 5. Quorum..............................................................1

Section 6. Adjournments........................................................1

Section 7. Action at Meetings..................................................2

Section 8. Voting and Proxies..................................................2

Section 9. Action Without Meeting..............................................2

Section 10.  Conduct of Meetings...............................................2


ARTICLE II - Directors.........................................................3

Section 1. Number, Election, Tenure and Qualification..........................3

Section 2. Enlargement.........................................................3

Section 3. Vacancies...........................................................3

Section 4. Resignation and Removal.............................................3

Section 5. General Powers......................................................4

Section 6. Chairman of the Board...............................................4

Section 7. Place of Meetings...................................................4


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Section 8. Regular Meetings....................................................4

Section 9. Special Meetings....................................................4

Section 10. Quorum, Action at Meeting, Adjournments............................4

Section 11. Action by Consent..................................................4

Section 12. Telephonic Meetings................................................5

Section 13. Committees.........................................................5

Section 14. Compensation.......................................................5

Section 15. Advisory Boards....................................................5


ARTICLE III - Officers.........................................................6

Section 1. Enumeration.........................................................6

Section 2. Election............................................................6

Section 3. Tenure..............................................................6

Section 4. President...........................................................6

Section 5. Vice-Presidents.....................................................7

Section 6. Secretary...........................................................7

Section 7. Assistant Secretaries...............................................7

Section 8. Treasurer...........................................................8

Section 9. Assistant Treasurers................................................8

ARTICLE IV - Notices...........................................................8

Section 1. Delivery............................................................8

Section 2. Waiver of Notice....................................................8


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ARTICLE V - Indemnification....................................................9

Section 1. Actions other than by or in the Right of the Corporation............9

Section 2. Actions by or in the Right of the Corporation.......................9

Section 3. Success on the Merits...............................................9

Section 4. Specific Authorization.............................................10

Section 5. Advance Payment....................................................10

Section 6. Non-Exclusivity....................................................10

Section 7. Insurance..........................................................10

Section 8. Continuation of Indemnification and Advancement of Expenses........10

Section 9. Severability.......................................................10

Section 10. Intent of Article.................................................10

ARTICLE VI - Capital Stock....................................................11

Section 1. Certificates of Stock..............................................11

Section 2. Lost Certificates..................................................11

Section 3. Record Date........................................................11

Section 4. Registered Stockholders............................................12

ARTICLE VII - Certain Transactions............................................12

Section 1. Transactions with Interested Parties...............................12

Section 2. Quorum.............................................................13

ARTICLE VIII - General Provisions.............................................13

Section 1. Dividends..........................................................13

Section 2. Reserves...........................................................13


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Section 3. Checks.............................................................13

Section 4. Fiscal Year........................................................13

Section 5. Seal...............................................................13

ARTICLE IX - Amendments.......................................................14


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                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS


      Section 1. Place of Meetings. All meetings of the stockholders shall be
held at such place within or without the State of Delaware as may be fixed from
time to time by the Board of Directors or the Chief Executive Officer, or if not
so designated, at the registered office of the corporation.

      Section 2. Annual Meeting. Annual meetings of stockholders shall be held
at such date and time as shall be designated by the Board of Directors or the
Chief Executive Officer, at which meeting the stockholders shall elect by a
majority vote a Board of Directors and shall transact such other business as may
properly be brought before the meeting.

      Section 3. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, may, unless otherwise prescribed by statute or by the
certificate of incorporation, be called by the Board of Directors or the Chief
Executive Officer and shall be called by the Chief Executive Officer or
Secretary at the request in writing of any two members of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting. Business transacted at any special meeting shall be limited to
matters relating to the purpose or purposes stated in the notice of meeting.

      Section 4. Notice of Meetings. Except as otherwise provided by law,
written notice of each meeting of stockholders, annual or special, stating the
place, date and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given not less
than ten (10) or more than sixty (60) days before the date of the meeting, to
each stockholder entitled to vote at such meeting.

      Section 5. Quorum. The holders of a majority1 of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business, except as otherwise provided by statute, the
certificate of incorporation or these By-Laws. Where a separate vote by a class
or classes is required, one-third 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. If no quorum
shall be present or represented at any meeting of stockholders, such meeting may
be adjourned in accordance with Section 6 hereof, until a quorum shall be
present or represented.


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1 The first  sentence of Section 5 of the By-laws  amends the first  sentence of
May 13, 2004  By-laws,  where it stated  "The  holders of one third of the stock
issued  and  outstanding  and  entitled  to vote  thereat,  present in person or
represented  by  proxy,  shall  constitute  a  quorum  at  all  meetings  of the
stockholders  for the transaction of business,  except as otherwise  provided by
statute, the certificate of incorporation or these By-Laws."


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      Section 7. Adjournments. Any meeting of stockholders may be adjourned from
time to time to any other time and to any other place at which a meeting of
stockholders may be held under these By-Laws, which time and place shall be
announced at the meeting, by a majority of the stockholders present in person or
represented by proxy at the meeting and entitled to vote (whether or not a
quorum is present), or, if no stockholder is present or represented by proxy, by
any officer entitled to preside at or to act as Secretary of such meeting,
without notice other than announcement at the meeting. At such adjourned
meeting, any business may be transacted which might have been transacted at the
original meeting, provided that a quorum either was present at the original
meeting or is present at the adjourned meeting. If the adjournment is for more
than thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

      Section 7. Action at Meetings. When a quorum is present at any meeting,
the affirmative vote of the holders of a majority of the stock present in person
or represented by proxy, entitled to vote and voting on the matter (or where a
separate vote by a class or classes is required, the affirmative vote of the
majority of shares of such class or classes present in person or represented by
proxy at the meeting) shall decide any matter brought before such meeting,
unless the matter is one upon which by express provision of law, the certificate
of incorporation or these By-Laws, a different vote is required, in which case
such express provision shall govern and control the decision of such matter. The
stock of holders who abstain from voting on any matter shall be deemed not to
have been voted on such matter.

      Section 8. Voting and Proxies. Unless otherwise provided in the
certificate of incorporation, each stockholder shall at every meeting of the
stockholders be entitled to one vote for each share of capital stock having
voting power held of record by such stockholder. Each stockholder entitled to
vote at a meeting of stockholders, or to express consent or dissent to corporate
action in writing without a meeting, may authorize another person or persons to
act for him 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.


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      Section 9. Action Without Meeting. Any action required to be taken at any
annual or special meeting of stockholders, 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, shall be (1) signed and dated 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 (2) delivered to
the Corporation within sixty days of the earliest dated consent by delivery to
its registered office in the State of Delaware (in which case delivery shall be
by hand or by certified or registered mail, return receipt requested), 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. 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.

      Section 10. Conduct of Meetings. The Board of Directors of the Corporation
may adopt by resolution such rules and regulations for the conduct of
stockholder meetings as it shall deem appropriate. Except to the extent
inconsistent with such rules and regulations as adopted by the Board of
Directors, the chairman of any meeting of stockholders shall have the right and
authority to prescribe such rules, regulations and procedures and to do all such
acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the Board of Directors or prescribed by the chairman 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 of stockholders of record of the
corporation, their duly authorized and constituted proxies and such other
persons as the chairman of the meeting shall determine, (iv) restrictions on
entry to the meeting after the time fixed for the commencement thereof, (v)
limitations on the time allotted to questions or comments by participants.

                                   ARTICLE II

                                    DIRECTORS

      Section 1. Number, Election, Tenure and Qualification. The number of
Directors which shall constitute the whole board shall be not less than three
(3). Within such limit, the number of Directors shall be determined by
resolution of the Board of Directors or by the stockholders at the annual
meeting or at any special meeting of stockholders. The Directors shall be
elected at the annual meeting or at any special meeting of the stockholders,
except as provided in Section 3 of this Article, and each director elected shall
hold office until his successor is elected and qualified, unless sooner
displaced. Directors need not be stockholders.

      Section 2. Enlargement. The number of the Board of Directors may be
increased at any time by vote of a majority of the Directors then in office.


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      Section 3. Vacancies. Vacancies and newly created Directorships may be
filled by a majority of the Directors then in office, though less than a quorum,
or by a sole remaining director, and the Directors so chosen shall hold office
until the next annual election and until their successors are duly elected and
shall qualify, unless sooner displaced. If there are no Directors in office,
then an election of Directors may be held in the manner provided by statute. In
the event of a vacancy in the Board of Directors, the remaining Directors,
except as otherwise provided by law or these By-Laws, may exercise the powers of
the full board until the vacancy is filled.

      Section 4. Resignation and Removal. Any director may resign at any time
upon written notice to the Corporation at its principal place of business or to
the Chief Executive Officer or Secretary. Such resignation shall be effective
upon receipt unless it is specified to be effective at some other time or upon
the happening of some other event. Any director or the entire Board of Directors
may be removed, with or without cause, by the holders of a majority of the
shares then entitled to vote at an election of Directors, unless otherwise
specified by law or the certificate of incorporation.

      Section 5. General Powers. The business and affairs of the Corporation
shall be managed by its Board of Directors, which may exercise all powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the certificate of incorporation or by these By-Laws directed or required to be
exercised or done by the stockholders.

      Section 6. Chairman of the Board. If the Board of Directors appoints a
chairman of the board, he or she shall, when present, preside at all meetings of
the stockholders and the Board of Directors. He or she shall perform such duties
and possess such powers as are customarily vested in the office of the chairman
of the board or as may be vested in him by the Board of Directors.

      Section 7. Place of Meetings. The Board of Directors may hold meetings,
both regular and special, either within or without the State of Delaware.

      Section 8. Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as shall from time to
time be determined by the Board; provided that any director who is absent when
such a determination is made shall be given prompt notice of such determination.

      A regular meeting of the Board of Directors may be held without notice
immediately after and at the same place as the annual meeting of stockholders.

      Section 9. Special Meetings. Special meetings of the board may be called
by the Chief Executive Officer, Secretary, or on the written request of two (2)
or more Directors, or by one director in the event that there is only one
director in office. Two (2) days notice to each director, either personally or
by facsimile, telegram, commercial delivery service or similar means sent to his


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business or home address, or three (3) days notice by written notice deposited
in the mail, shall be given to each director by the Secretary or by the officer
or one of the Directors calling the meeting. A notice or waiver of notice of a
meeting of the Board of Directors need not specify the purposes of the meeting.

      Section 10. Quorum, Action at Meeting, Adjournments. At all meetings of
the board a majority of Directors then in office shall constitute a quorum for
the transaction of business and the act of a majority of the Directors present
at any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by law or by the
certificate of incorporation. If a quorum shall not be present at any meeting of
the Board of Directors, a majority of the Directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

      Section 11. Action by Consent. Unless otherwise restricted by the
certificate of incorporation or these By-Laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the board or committee.

      Section 12. Telephonic Meetings. Unless otherwise restricted by the
certificate of incorporation or these By-Laws, members of the Board of Directors
or of any committee thereof may participate in a meeting of the Board of
Directors or of any committee, as the case may be, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

      Section 13. 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 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. Any such committee, to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to (a) adopting, amending or repealing the
By-Laws of the Corporation or any of them or (b) approving or adopting, or
recommending to the stockholders any action or matter expressly required by law
to be submitted to stockholders for approval. Such committee or committees shall
have such name or names as may be determined from time to time by resolution
adopted by the Board of Directors. Each committee shall keep regular minutes of
its meetings and make such reports to the Board of Directors as the Board of
Directors may request. Except as the Board of Directors may otherwise determine,
any committee may make rules for the conduct of its business, but unless
otherwise provided by the Directors or in such rules, its business shall be
conducted as nearly as possible in the same manner as is provided in these
By-Laws for the conduct of its business by the Board of Directors.


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      Section 14. Compensation. Unless otherwise restricted by the certificate
of incorporation or these By-Laws, the Board of Directors shall have the
authority to fix from time to time the compensation of Directors. The Directors
may be paid their expenses, if any, of attendance at each meeting of the Board
of Directors and the performance of their responsibilities as Directors and may
be paid a fixed sum for attendance at each meeting of the Board of Directors
and/or a stated salary as director. No such payment shall preclude any director
from serving the Corporation or its parent or subsidiary corporations in any
other capacity and receiving compensation therefor. The Board of Directors may
also allow compensation for members of special or standing committees for
service on such committees.

      Section 15. Advisory Boards. In addition to the Board of Directors, the
Corporation may have a Advisory Boards consisting of a maximum of ten members.
The Board of Directors, by resolution adopted by a majority of the Directors,
may designate and appoint persons to act as members of the Advisory Boards.
Persons appointed to serve as members of the Advisory Board shall be either
former members of the Board of Directors, or persons who have a special
expertise in any matters as may constitute a material part of the business plan
of the Corporation in effect at any time or from time to time. The members of
the Advisory Board shall meet annually, or as requested from time to time by the
Board of Directors, to review and evaluate the Corporation's business plan as in
effect at any time or from time to time and shall render a report (which may be
in the form of the minutes of such meeting) to the Board of Directors concerning
the action taken and matters discussed at the meeting. The members of the
Advisory Board shall be compensated as determined by the Board of Directors by
resolution adopted by a majority of the Directors which may include, at the
discretion of the Board of Directors, participation in any stock incentive plan
of the Corporation.


                                   ARTICLE III

                                    OFFICERS

      Section 1. Enumeration. The officers of the Corporation shall be chosen by
the Board of Directors and shall be a Chief Executive Officer, a President, a
Secretary and a Treasurer and such other officers with such titles, terms of
office and duties as the Board of Directors may from time to time determine,
including a Chairman of the Board, one or more Vice-Presidents, and one or more
Assistant Secretaries and Assistant Treasurers. If authorized by resolution of
the Board of Directors, the Chief Executive Officer may be empowered to appoint
from time to time Assistant Secretaries and Assistant Treasurers. Any number of
offices may be held by the same person, unless the Certificate of Incorporation
or these By-Laws otherwise provide.

      Section 2. Election. The Board of Directors at its first meeting after
each annual meeting of stockholders shall choose a Chief Executive Officer, a
President, a Secretary and a Treasurer. Other officers may be appointed by the
Board of Directors at such meeting, at any other meeting, or by written consent.


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      Section 3. Tenure. The officers of the Corporation shall hold office until
their successors are chosen and qualify, unless a different term is specified in
the vote choosing or appointing him, or until his earlier death, resignation or
removal. Any officer elected or appointed by the Board of Directors or by the
Chief Executive Officer may be removed at any time, with or without cause, by
the affirmative vote of a majority of the Board of Directors or a committee duly
authorized to do so, except that any officer appointed by the Chief Executive
Officer may also be removed at any time, with or without cause, by the Chief
Executive Officer. Any vacancy occurring in any office of the Corporation may be
filled by the Board of Directors, at its discretion. Any officer may resign by
delivering his written resignation to the Corporation at its principal place of
business or to the Chief Executive Officer or the Secretary. Such resignation
shall be effective upon receipt unless it is specified to be effective at some
other time or upon the happening of some other event.

      Section 4. President. The President shall be the Chief Executive Officer
unless the Board of Directors otherwise provides. If no Chief Executive Officer
shall have been appointed by the Board of Directors, all references herein to
the "Chief Executive Officer" shall be to the President. The President shall,
unless the Board of Directors provides otherwise in a specific instance or
generally, preside at all meetings of the stockholders, have general and active
management of the business of the Corporation and see that all orders and
resolutions of the Board of Directors are carried into effect. The President
shall execute bonds, mortgages, and other contracts requiring a seal, under the
seal of the corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the Board of Directors to some other officer or
agent of the corporation.

      Section 5. Vice-Presidents. In the absence of the President or in the
event of his or her inability or refusal to act, the Vice-President, or if there
be more than one Vice-President, the Vice-Presidents in the order designated by
the Board of Directors or the Chief Executive Officer (or in the absence of any
designation, then in the order determined by their tenure in office) shall
perform the duties of the President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. The
Vice-Presidents shall perform such other duties and have such other powers as
the Board of Directors or the Chief Executive Officer may from time to time
prescribe.

      Section 6. Secretary. The Secretary shall have such powers and perform
such duties as are incident to the office of Secretary. The Secretary shall
maintain a stock ledger and prepare lists of stockholders and their addresses as
required and shall be the custodian of corporate records. The Secretary shall
attend all meetings of the Board of Directors and all meetings of the
stockholders and record all the proceedings of the meetings of the Corporation
and of the Board of Directors in a book to be kept for that purpose and shall
perform like duties for the standing committees when required. The Secretary
shall give, or cause to be given, notice of all meetings of the Stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be from time to time prescribed by the Board of Directors or Chief
Executive Officer, under whose supervision the Secretary shall be. The Secretary


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shall have custody of the corporate seal of the Corporation and the Secretary,
or an assistant Secretary, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by his or her
signature or by the signature of such assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his or her signature.

      Section 7. Assistant Secretaries. The assistant Secretary, or if there be
more than one, the assistant secretaries in the order determined by the Board of
Directors, the Chief Executive Officer or the Secretary (or if there be no such
determination, then in the order determined by their tenure in office), shall,
in the absence of the Secretary or in the event of his or her inability or
refusal to act, perform the duties and exercise the powers of the Secretary and
shall perform such other duties and have such other powers as the Board of
Directors, the Chief Executive Officer or the Secretary may from time to time
prescribe. In the absence of the Secretary or any assistant Secretary at any
meeting of stockholders or Directors, the person presiding at the meeting shall
designate a temporary or acting Secretary to keep a record of the meeting.

      Section 8. Treasurer. The Treasurer shall perform such duties and shall
have such powers as may be assigned to him or her by the Board of Directors or
the Chief Executive Officer. In addition, the Treasurer shall perform such
duties and have such powers as are incident to the office of Treasurer. The
Treasurer shall have the custody of the corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit all moneys and other valuable effects in
the name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors. He shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking proper vouchers
for such disbursements, and shall render to the Chief Executive Officer and the
Board of Directors, when the Chief Executive Officer or Board of Directors so
requires, an account of all his or her transactions as Treasurer and of the
financial condition of the corporation.

            Section 9. Assistant Treasurers. The assistant Treasurer, or if
there shall be more than one, the assistant Treasurers in the order determined
by the Board of Directors, the Chief Executive Officer or the Treasurer (or if
there be no such determination, then in the order determined by their tenure in
office), shall, in the absence of the Treasurer or in the event of his or her
inability or refusal to act, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as the
Board of Directors, the Chief Executive Officer or the Treasurer may from time
to time prescribe.


                                   ARTICLE IV

                                     NOTICES

      Section 1. Delivery. Whenever, under the provisions of law, or of the
Certificate of Incorporation or these By-Laws, written notice is required to be


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given to any director or stockholder, such notice may be given by mail,
addressed to such director or stockholder, at his address as it appears on the
records of the corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the mail.
Unless written notice by mail is required by law, written notice may also be
given by facsimile, telegram, commercial delivery service or similar means,
addressed to such director or stockholder at his address as it appears on the
records of the corporation, in which case such notice shall be deemed to be
given when delivered into the control of the persons charged with effecting such
transmission, the transmission charge to be paid by the Corporation or the
person sending such notice and not by the addressee. Oral notice or other
in-hand delivery (in person or by telephone) shall be deemed given at the time
it is actually given.

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

                                    ARTICLE V

                                 INDEMNIFICATION

      Section 1. Actions other than by or in the Right of the Corporation. The
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that he
or she is or was a director, 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, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceedings, had no reasonable cause to believe his or her conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.

      Section 2. Actions by or in the Right of the Corporation. The Corporation
may indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
he or she is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the Corporation as a director, officer,


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employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery of the State of Delaware
or such other court shall deem proper.

      Section 3. Success on the Merits. To the extent that any person described
in Section 1 or 2 of this Article V has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in said
sections, or in defense of any claim, issue or matter therein, he or she shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.

      Section 4. Specific Authorization. Any indemnification under Section 1 or
2 of this Article V (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of any person described in said Sections is proper in the
circumstances because he or she has met the applicable standard of conduct set
forth in said Sections. Such determination shall be made (1) by the Board of
Directors by a majority vote of Directors who were not parties to such action,
suit or proceeding (even though less than a quorum), or (2) if there are no
disinterested Directors or if a majority of disinterested Directors so directs,
by independent legal counsel (who may be regular legal counsel to the
corporation) in a written opinion, or (3) by the stockholders of the
corporation.

      Section 5. Advance Payment. Expenses incurred in defending a pending or
threatened civil or criminal action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of any person
described in said Section to repay such amount if it shall ultimately be
determined that he or she is not entitled to indemnification by the Corporation
as authorized in this Article V.

      Section 6. Non-Exclusivity. The indemnification and advancement of
expenses provided by, or granted pursuant to, the other Sections of this Article
V shall not be deemed exclusive of any other rights to which those provided
indemnification or advancement of expenses may be entitled under any By-Law,
agreement, vote of stockholders or disinterested Directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office.

      Section 7. Insurance. The Board of Directors may authorize, by a vote of
the majority of the full board, the Corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,


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<PAGE>

joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of this Article V.

      Section 8. Continuation of Indemnification and Advancement of Expenses.
The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article V shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

      Section 9. Severability. If any word, clause or provision of this Article
V or any award made hereunder shall for any reason be determined to be invalid,
the provisions hereof shall not otherwise be affected thereby but shall remain
in full force and effect.

      Section 10. Intent of Article. The intent of this Article V is to provide
for indemnification and advancement of expenses to the fullest extent permitted
by Section 145 of the General Corporation Law of Delaware. To the extent that
such Section or any successor section may be amended or supplemented from time
to time, this Article V shall be amended automatically and construed so as to
permit indemnification and advancement of expenses to the fullest extent from
time to time permitted by law.

                                   ARTICLE VI

                                  CAPITAL STOCK

      Section 1. Certificates of Stock. Every holder of stock in the Corporation
shall be entitled to have a certificate, signed by, or in the name of the
Corporation by, the chairman or Vice-chairman of the Board of Directors, or the
President or a Vice-President and the Treasurer or an assistant Treasurer, or
the Secretary or an assistant Secretary of the corporation, certifying the
number of shares owned by such holder 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 by the Corporation
with the same effect as if he were such officer, transfer agent or registrar at
the date of issue. Certificates may be issued for partly paid shares and in such
case upon the face or back of the certificates issued to represent any such
partly paid shares, the total amount of the consideration to be paid therefor,
and the amount paid thereon shall be specified.

      Section 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,
stolen or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to give
reasonable evidence of such loss, theft or destruction, to advertise the same in


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<PAGE>

such manner as it shall require and/or to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen or
destroyed or the issuance of such new certificate.

      Section 3. Record Date. 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
shall not precede the date upon which the resolution fixing the record date is
adopted by the Board of Directors, and which shall not be more than sixty days
nor less then ten days before the date of such meeting. 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.
If no record date is fixed, 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 before the day on which notice is given, or, if
notice is waived, at the close of business on the day before the day on which
the meeting is held. In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board of Directors, and which shall not be more than ten days after the date
upon which the resolution fixing the record date is adopted by the Board of
Directors. If no record date is fixed, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is required by statute,
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 as provided
in Section 10 of Article I. If no record date is fixed and prior action by the
Board of Directors is required, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting shall be at
the close of business on the date on which the Board of Directors adopts the
resolution taking such prior action. 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 shall not precede the date upon which the resolution fixing the
record date is adopted, and which shall be not more than sixty 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 to such purpose.

      Section 4. 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 to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
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

                              CERTAIN TRANSACTIONS

      Section 1. Transactions with Interested Parties. No contract or
transaction between the Corporation and one or more of its Directors or
officers, or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its Directors or
officers are Directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the board or committee thereof
which authorizes the contract or transaction or solely because his or their
votes are counted for such purpose, if:

            (a) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of Directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested Directors, even though the disinterested Directors be less than a
quorum; or

            (b) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

            (c) The contract or transaction is fair as to the Corporation as of
the time it is authorized, approved or ratified, by the Board of Directors, a
committee thereof, or the stockholders.

      Section 2. Quorum. Common or interested Directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.

                                  ARTICLE VIII

                               GENERAL PROVISIONS


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

      Section 2. Reserves. The Directors may set apart out of any funds of the
Corporation available for dividends a reserve or reserves for any proper purpose
and may abolish any such reserve.


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<PAGE>

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

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

      Section 5. Seal. The Board of Directors may, by resolution, adopt a
corporate seal. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the word "Delaware." The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise. The seal may be altered from time to time by the Board
of Directors.


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<PAGE>

                                   ARTICLE IX
                                   AMENDMENTS

      These By-Laws may be altered, amended or repealed or new By-Laws may be
adopted by the stockholders or by the Board of Directors, when such power is
conferred upon the Board of Directors by the certificate of incorporation, at
any regular meeting of the stockholders or of the Board of Directors or at any
special meeting of the stockholders or of the Board of Directors provided,
however, that in the case of a regular or special meeting of stockholders,
notice of such alteration, amendment, repeal or adoption of new By-Laws be
contained in the notice of such meeting.


                        REGISTER OF AMENDMENTS TO BY-LAWS

Date                       Section Affected          Change
----                       ----------------          ------
January 24, 2005           Section 5                 The first sentence of
                           Section 5 of the By-laws amends the first sentence of
                           May 13, 2004 By-laws, where it stated "The holders of
                           one third of the stock issued and outstanding and
                           entitled to vote thereat, present in person or
                           represented by proxy, shall constitute a quorum at
                           all meetings of the stockholders for the transaction
                           of business, except as otherwise provided by statute,
                           the certificate of incorporation or these By-Laws."

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