Exhibit 3.2 FIRST AMENDED
AND RESTATED BYLAWS OF UTSTARCOM,
INC. (a
Delaware corporation) As
amended on August 22, 2007


FIRST AMENDED
AND RESTATED BYLAWS OF UTSTARCOM,
INC. (a
Delaware Corporation) ARTICLE I CORPORATE OFFICES 1.1           REGISTERED
OFFICE The registered office of the corporation shall be in
the City of Wilmington, County of New Castle, State of Delaware.  The name of the registered agent of the
corporation at such location is The Corporation Trust Company. 1.2           OTHER OFFICES The board of directors may at any time establish
branch or subordinate offices at any place or places where the corporation is
qualified to do business. ARTICLE II MEETINGS OF STOCKHOLDERS  2.1           PLACE OF MEETINGS Meetings of stockholders
shall be held at any place within or outside the State of Delaware designated
by the board of directors.  In the
absence of any such designation, stockholders meetings shall be held at the
principal executive office of the corporation. 2.2           ANNUAL MEETING The annual meeting of
stockholders shall be held each year on a date and at a time designated by the
board of directors.  At the meeting,
directors shall be elected, and any other proper business may be transacted.


2.3           SPECIAL MEETING A special meeting of the
stockholders may be called at any time by the board of directors, or by the
chairman of the board, by the president, or by one or more stockholders holding
shares in the aggregate entitled to cast not less than fifty percent (50%) of
the votes at that meeting. If a special meeting is
called by any person or persons other than the board of directors or the
president or the chairman of the board, then the request shall be in writing,
specifying the time of such meeting and the general nature of the business
proposed to be transacted, and shall be delivered personally or sent by
registered mail or by telegraphic or other facsimile transmission to the
chairman of the board, the president, any vice president or the secretary of
the corporation.  The officer receiving
the request shall cause notice to be promptly given to the shareholders
entitled to vote, in accordance with the provisions of Sections 2.4 and 2.5 of
these bylaws, that a meeting will be held at the time requested by the person
or persons calling the meeting, so long as that time is not less than
thirty-five (35) nor more than sixty (60) days after the receipt of the
request.  If the notice is not given
within twenty (20) days after receipt of the request, then the person or
persons requesting the meeting may give the notice.  Nothing contained in this paragraph of this
Section 2.3 shall be construed as limiting, fixing or affecting the time when a
meeting of shareholders called by action of the board of directors may be held. 2.4           NOTICE OF STOCKHOLDERS MEETINGS All notices of meetings
of stockholders shall be sent or otherwise given in accordance with
Section 2.5 of these bylaws not less than ten (10) nor more than sixty
(60) days before the date of the meeting. 
The notice shall specify the place, date and hour of the meeting and (i) in
the case of a special meeting, the purpose or purposes for which the meeting is
called (no business other than that specified in the notice may be transacted)
or (ii) in the case of the annual meeting, those matters which the board
of directors, at the time of giving the notice, intends to present for action
by the stockholders (but any proper matter may be presented at the meeting for
such action).  The notice of any meeting
at which directors are to be elected shall include the name of any nominee or
nominees who, at the time of the notice, the board intends to present for
election. 2.5ADVANCE
NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS Nominations of persons
for election to the Board of Directors of the corporation may be made at a meeting
of stockholders by or at the direction of the Board of Directors or by any
stockholder of the corporation entitled to vote in the election of directors at
the meeting who complies with the notice procedures set forth in this Section.  Such nominations, other than those made by or
at the direction of the Board of Directors, shall be made pursuant to timely
notice in writing to the Secretary of the corporation.  To be timely, a stockholders notice shall be
delivered to or mailed and received at the principal executive offices of the
corporation not less than one hundred twenty (120) days prior to the
meeting; provided, however, that in the event less than one hundred
thirty (130) days notice or prior public disclosure of the date of the
meeting is given or made to  2


stockholders, notice by
the stockholder to be timely must be so received not later than the close of
business on the tenth day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made.  Such stockholders notice shall set forth
(a) as to each person, if any, whom the stockholder proposes to nominate
for election or re-election as a director: 
(i) the name, age, business address and residence address of such
person, (ii) the principal occupation or employment of such person,
(iii) the class and number of shares of the corporation which are
beneficially owned by such person, (iv) any other information relating to
such person that is required by law to be disclosed in solicitations of proxies
for election of directors, and (v) such persons written consent to being
named as a nominee and to serving as a director if elected; and (b) as to
the stockholder giving the notice: 
(i) the name and address, as they appear on the corporations
books, of such stockholder, and (ii) the class and number of shares of the
corporation which are beneficially owned by such stockholder, and (iii) a
description of all arrangements or understandings between such stockholder and
each nominee and any other person or persons (naming such person or persons)
relating to the nomination.  At the
request of the Board of Directors any person nominated by the Board for
election as a director shall furnish to the Secretary of the corporation that
information required to be set forth in the stockholders notice of nomination
which pertains to the nominee.  No person
shall be eligible for election as a director of the corporation unless nominated
in accordance with the procedures set forth in this Section.  The chairman of the meeting shall, if the
facts warrant, determine and declare at the meeting that a nomination was not
made in accordance with the procedures prescribed by these Bylaws, and if the
chairman should so determine, the chairman shall so declare at the meeting and
the defective nomination shall be disregarded. At an annual meeting of
the stockholders, only such business shall be conducted as shall have been
properly brought before the meeting.  To
be properly brought before an annual meeting, business must be:  (a) as specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board
of Directors, (b)  otherwise properly brought before the meeting by or at
the direction of the Board of Directors, or (c) otherwise properly brought
before the meeting by a stockholder. 
Business to be brought before an annual meeting by a stockholder shall
not be considered properly brought if the stockholder has not given timely
notice thereof in writing to the Secretary of the corporation.  To be timely, a stockholders notice must be
delivered to or mailed and received at the principal executive offices of the
corporation not less than forty five (45) days prior to the date on which the
corporation first mailed proxy materials for the prior years annual meeting;
provided, however, that if the corporations annual meeting of stockholders
occurs on a date more than thirty (30) days earlier or later than the
corporations prior years annual meeting, then the Board of Directors shall
determine a date a reasonable period prior to the corporations annual meeting
of stockholders by which date the stockholders notice must be delivered and
publicize such date in a filing pursuant to the Securities Exchange Act of
1934, as amended, or via press release. 
Such publication shall occur at least ten (10) days prior to the date
set by the Board of Directors.  A
stockholders notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting:  (i) a brief description of the business
desired to be brought before the annual meeting and the reasons for conducting
such business at the annual meeting, (ii) the name and address of the
stockholder proposing such business, (iii) the class and number of shares
of the corporation which are beneficially owned by the stockholder,
(iv) any material interest of the  3


stockholder in such
business, and (v) any other information that is required by law to be
provided by the stockholder in his capacity as a proponent of a stockholder
proposal.  Notwithstanding anything in
these bylaws to the contrary, no business shall be conducted at any annual meeting
except in accordance with the procedures set forth in this Section.  The chairman of the annual meeting shall, if
the facts warrant, determine and declare at the meeting that business was not
properly brought before the meeting and in accordance with the provisions of
this Section, and, if the chairman should so determine, the chairman shall so
declare at the meeting that any such business not properly brought before the
meeting shall not be transacted. 2.6           MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE Written notice of any
meeting of stockholders shall be given either personally or by first-class mail
or by telegraphic or other written communication.  Notices not personally delivered shall be
sent charges prepaid and shall be addressed to the stockholder at the address
of that stockholder appearing on the books of the corporation or given by the
stockholder to the corporation for the purpose of notice.  Notice shall be deemed to have been given at
the time when delivered personally or deposited in the mail or sent by telegram
or other means of written communication. An affidavit of the
mailing or other means of giving any notice of any stockholders meeting,
executed by the secretary, assistant secretary or any transfer agent of the
corporation giving the notice, shall be prima facie evidence of the giving of
such notice. 2.7           QUORUM The holders of a majority
in voting power 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 or by the certificate of incorporation.  If, however, such quorum is not present or
represented at any meeting of the stockholders, then either (i) the
chairman of the meeting or (ii) the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting in accordance with Section 2.7 of these bylaws. When a quorum is present
at any meeting, the vote of the holders of a majority of the stock having
voting power present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one upon which, by
express provision of the laws of the State of Delaware or of the certificate of
incorporation or these bylaws, a different vote is required, in which case such
express provision shall govern and control the decision of the question. If a quorum be initially
present, the stockholders may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum, if any action taken is approved by a majority of the stockholders
initially constituting the quorum.  4


2.8           ADJOURNED MEETING; NOTICE When a meeting is
adjourned to another time and place, unless these bylaws otherwise require,
notice need not be given of the 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 that 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, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting. 2.9           VOTING The stockholders entitled
to vote at any meeting of stockholders shall be determined in accordance with
the provisions of Section 2.11 of these bylaws, subject to the provisions
of Sections 217 and 218 of the General Corporation Law of Delaware (relating to
voting rights of fiduciaries, pledgors and joint owners, and to voting trusts
and other voting agreements). Except as may be
otherwise provided in the certificate of incorporation or these bylaws, each
stockholder shall be entitled to one vote for each share of capital stock held
by such stockholder. At a stockholders
meeting at which directors are to be elected, a stockholder shall be entitled
to cumulate votes (i.e., cast for any candidate a number of votes greater than
the number of votes which such stockholder normally is entitled to cast) if the
candidates names have been placed in nomination prior to commencement of the
voting and the stockholder has given notice prior to commencement of the voting
of the stockholders intention to cumulate votes.  If any stockholder has given such a notice,
then every stockholder entitled to vote may cumulate votes for candidates in
nomination either (i) by giving one candidate a number of votes equal to
the number of directors to be elected multiplied by the number of votes to
which that stockholders shares are normally entitled or (ii) by
distributing the stockholders votes on the same principle among any or all of
the candidates, as the stockholder thinks fit. 
The candidates receiving the highest number of affirmative votes, up to
the number of directors to be elected, shall be elected; votes against any candidate
and votes withheld shall have no legal effect. Notwithstanding the
foregoing, effective upon the closing of a firm commitment underwritten public
offering of Common Stock of the corporation, no stockholder will be permitted
to cumulate votes at any election of directors. 2.10         WAIVER OF NOTICE Whenever notice is
required to be given under any provision of the General Corporation Law of
Delaware or of the certificate of incorporation or these bylaws, a written
waiver thereof, signed 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  5


beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called
or convened.  Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the stockholders
need be specified in any written waiver of notice unless so required by the
certificate of incorporation or these bylaws. 2.11         STOCKHOLDER
ACTION BY WRITTEN CONSENT WITHOUT A MEETING Unless otherwise provided
in the certificate of incorporation, any action required by this chapter to be
taken at any annual or special meeting of stockholders of a corporation, or any
action that 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 in writing, setting forth the action so taken, is signed by the holders
of outstanding stock having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. 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.  If the action which is
consented to is such as would have required the filing of a certificate under
any section of the General Corporation Law of Delaware if such action had been
voted on by stockholders at a meeting thereof, then the certificate filed under
such section shall state, in lieu of any statement required by such section
concerning any vote of stockholders, that written notice and written consent
have been given as provided in Section 228 of the General Corporation Law
of Delaware. Notwithstanding the
foregoing, effective upon the closing of a firm commitment underwritten public
offering of Common Stock of the corporation, no action that is required or
permitted to be taken by the stockholders at any annual or special meeting of
stockholders may be effected by written consent of stockholders in lieu of a
meeting of stockholders. 2.12         RECORD
DATE FOR STOCKHOLDER NOTICE; VOTING For purposes of
determining the stockholders entitled to notice of any meeting or to vote
thereat, the board of directors may fix, in advance, 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 (60) days nor less than ten (10) days before the date of any such
meeting, and in such event only stockholders of record on the date so
fixed are entitled to notice and to vote, notwithstanding any transfer of any
shares on the books of the corporation after the record date. If the board of directors
does not so fix a record date, 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 business day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the business day
next preceding the day on which the meeting is held. 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 unless the board of
directors fixes a new  6


record date for the
adjourned meeting, but the board of directors shall fix a new record date if
the meeting is adjourned for more than thirty (30) days from the date set for
the original meeting. The record date for any
other purpose shall be as provided in Section 8.1 of these bylaws. 2.13         PROXIES Every person entitled to
vote for directors, or on any other matter, shall have the right to do so
either in person or by one or more agents authorized by a written proxy signed
by the person and filed with the secretary of the corporation, but no such
proxy shall be voted or acted upon after three (3) years from its date unless
the proxy provides for a longer period. 
A proxy shall be deemed signed if the stockholders name is placed on
the proxy (whether by manual signature, typewriting, telegraphic transmission,
telefacsimile or otherwise) by the stockholder or the stockholders
attorney-in-fact.  The revocability of a
proxy that states on its face that it is irrevocable shall be governed by the
provisions of Section 212(e) of the General Corporation Law of Delaware. 2.14         LIST OF
STOCKHOLDERS ENTITLED TO VOTE The officer who has
charge of the stock ledger of the corporation 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, during ordinary business hours, for a period of at
least ten (10) days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice
of the meeting, or, if not so specified, at the place where the meeting is to
be held.  The list shall also be produced
and kept at the time and place of the meeting during the whole time thereof,
and may be inspected by any stockholder who is present. ARTICLE III DIRECTORS 3.1           POWERS Subject to the provisions
of the General Corporation Law of Delaware and any limitations in the
certificate of incorporation and these bylaws relating to action required to be
approved by the stockholders or by the outstanding shares, the business and
affairs of the corporation shall be managed and all corporate powers shall be
exercised by or under the direction of the board of directors.  7


3.2           NUMBER OF DIRECTORS The number of directors shall be not less than six (6)
and no more than eight (8), with the exact number of directors between the
stated minimum and maximum to be fixed from time to time by resolution of a
majority of the Board of Directors then in office.  No reduction of the
authorized number of directors shall have the effect of removing any director
before that directors term of office expires. 3.3           ELECTION AND TERM OF OFFICE OF DIRECTORS Except as provided in
Section 3.4 of these bylaws, directors shall be elected at each annual
meeting of stockholders to hold office until the next annual meeting. Each
director, including a director elected or appointed to fill a vacancy, shall
hold office until the expiration of the term for which elected and until a
successor has been elected and qualified. Notwithstanding the
foregoing, effective upon the closing of a firm commitment underwritten public
offering of Common Stock of the Corporation, the board of directors shall be
divided into three classes, the members of each class to serve for a term of
three years; provided that the directors shall be elected as follows:  at the first annual meeting of the
stockholders held following the closing of a firm commitment underwritten
public offering of Common Stock of the Corporation, the directors in the first
class shall be elected for a term of three years, at the second annual meeting
following such date, the directors in the second class shall be elected for a term
of three years, and at the third annual meeting following such date, the
directors in the third class shall be elected for a term of three years.  The board of directors by resolution shall
nominate the directors to be elected for each class.  At subsequent annual meetings of
stockholders, a number of directors shall be elected equal to the number of
directors with terms expiring at that annual meeting.  Directors elected at each such subsequent
annual meeting shall be elected for a term expiring with the annual meeting of
stockholders three years thereafter. 3.4           RESIGNATION
AND VACANCIES Any director may resign
effective on giving written notice to the chairman of the board, the president,
the secretary or the board of directors, unless the notice specifies a later
time for that resignation to become effective. 
If the resignation of a director is effective at a future time, the
board of directors may elect a successor to take office when the resignation
becomes effective. All vacancies in the
board of directors may be filled by a majority of the remaining directors, even
if less than a quorum, or by a sole remaining director; provided, that whenever
the holders of any class or classes of stock or series thereof are entitled to
elect one or more directors by the provisions of the certificate of
incorporation, vacancies and newly created directorships of such class or
classes or series may be filled by a majority of the directors elected by such
class or classes or series thereof then in office, or by a sole remaining
director so elected.  8


3.5           PLACE OF MEETINGS; MEETINGS BY TELEPHONE Regular meetings of the board of directors may be held
at any place within or outside the State of Delaware that has been designated
from time to time by resolution of the board. 
In the absence of such a designation, regular meetings shall be held at
the principal executive office of the corporation.  Special meetings of the board may be held at
any place within or outside the State of Delaware that has been designated in
the notice of the meeting or, if not stated in the notice or if there is no
notice, at the principal executive office of the corporation. Any meeting, regular or
special, may be held by conference telephone or similar communication
equipment, so long as all directors participating in the meeting can hear one
another; and all such directors shall be deemed to be present in person at the
meeting. 3.6           REGULAR MEETINGS Regular meetings of the
board of directors may be held without notice if the times of such meetings are
fixed by the board of directors. 3.7           SPECIAL MEETINGS;
NOTICE Special meetings of the
board of directors for any purpose or purposes may be called at any time by the
chairman of the board, the president, any vice president, the secretary or any
two directors. Notice of the time and
place of special meetings shall be delivered personally or by telephone to each
director or sent by first-class mail or telegram, charges prepaid, addressed to
each director at that directors address as it is shown on the records of the
corporation, or by facsimile or electronic mail.  If the notice is mailed, it shall be
deposited in the United States mail at least four (4) days before the time of
the holding of the meeting.  If the
notice is delivered personally or by telephone or telegram, it shall be
delivered personally or by telephone or to the telegraph company at least
forty-eight (48) hours before the time of the holding of the meeting.  Any oral notice given personally or by
telephone may be communicated either to the director or to a person at the
office of the director who the person giving the notice has reason to believe
will promptly communicate it to the director. 
The notice need not specify the purpose or the place of the meeting, if
the meeting is to be held at the principal executive office of the corporation. 3.8           QUORUM A majority of the
authorized number of directors shall constitute a quorum for the transaction of
business, except to adjourn as provided in Section 3.10 of these
bylaws.  Every act or decision done or
made by a majority of the directors present at a duly held meeting at which a
quorum is present shall be regarded as the act of the board of directors,
subject to the provisions of the certificate of incorporation and other
applicable law.  9


A meeting at which a
quorum is initially present may continue to transact business notwithstanding
the withdrawal of directors, if any action taken is approved by at least a
majority of the required quorum for that meeting. 3.9           WAIVER OF NOTICE Notice of a meeting need
not be given to any director (i) who signs a waiver of notice or a consent to
holding the meeting or an approval of the minutes thereof, whether before or
after the meeting, or (ii) who attends the meeting without protesting, prior
thereto or at its commencement, the lack of notice to such directors.  All such waivers, consents, and approvals
shall be filed with the corporate records or made part of the minutes of the
meeting.  A waiver of notice need not
specify the purpose of any regular or special meeting of the board of
directors. 3.10         ADJOURNMENT A majority of the
directors present, whether or not constituting a quorum, may adjourn any meeting
to another time and place. 3.11         NOTICE OF ADJOURNMENT Notice of the time and
place of holding an adjourned meeting need not be given unless the meeting is
adjourned for more than twenty-four (24) hours. 
If the meeting is adjourned for more than twenty-four (24) hours, then
notice of the time and place of the adjourned meeting shall be given before the
adjourned meeting takes place, in the manner specified in Section 3.7 of
these bylaws, to the directors who were not present at the time of the adjournment. 3.12         BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING Any action required or
permitted to be taken by the board of directors may be taken without a meeting,
provided that all members of the board individually or collectively consent in
writing to that action.  Such action by
written consent shall have the same force and effect as a unanimous vote of the
board of directors. Such written consent and any counterparts thereof shall be
filed with the minutes of the proceedings of the board. 3.13         FEES AND COMPENSATION OF DIRECTORS Directors and members of
committees may receive such compensation, if any, for their services and such
reimbursement of expenses as may be fixed or determined by resolution of the
board of directors.  This Section 3.13
shall not be construed to preclude any director from serving the corporation in
any other capacity as an officer, agent, employee or otherwise and receiving
compensation for those services.  10


ARTICLE IV COMMITTEES 4.1COMMITTEES OF DIRECTORS The board of directors may, by resolution adopted by a
majority of the authorized number of directors, designate one (1) or more
committees, each consisting of two or more directors, to serve at the pleasure
of the board.  The board may designate
one (1) or more directors as alternate members of any committee, who may
replace any absent member at any meeting of the committee.  The appointment of members or alternate
members of a committee requires the vote of a majority of the authorized number
of directors.  Any committee, to the
extent provided in the resolution of the board, shall have and may exercise all
the powers and authority of the board, but no such committee shall have the
power of authority to: (a)amend the certificate of incorporation
(except that a committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted by the board
of directors as provided in Section 151(a) of the General Corporation Law
of Delaware, fix the designations and any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, any distribution of
assets of the corporation or the conversion into, or the exchange of such
shares for, shares of any other class or classes or any other series of the
same or any other class or classes of stock of the corporation); (b)adopt an agreement of merger or
consolidation under Sections 251 or 252 of the General Corporation Law of
Delaware; (c)recommend to the stockholders the sale,
lease or exchange of all or substantially all of the corporations property and
assets; (d)recommend to the stockholders a dissolution
of the corporation or a revocation of a dissolution; or (e)amend the bylaws of the corporation; and,
unless the board resolution establishing the committee, the bylaws or the
certificate of incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend, to authorize the issuance of
stock, or to adopt a certificate of ownership and merger pursuant to
Section 253 of the General Corporation Law of Delaware. 4.2MEETINGS AND ACTION OF COMMITTEES Meetings and actions of
committees shall be governed by, and held and taken in accordance with, the
provisions of Article III of these bylaws, Section 3.5 (place of meetings),
Section 3.6  11


(regular meetings),
Section 3.7 (special meetings and notice), Section 3.8 (quorum), Section 3.9
(waiver of notice), Section 3.10 (adjournment), Section 3.11 (notice of
adjournment), and Section 3.12 (action without meeting), with such changes in
the context of those bylaws as are necessary to substitute the committee and
its members for the board of directors and its members; provided, however, that
the time of regular meetings of committees may be determined either by
resolution of the board of directors or by resolution of the committee, that
special meetings of committees may also be called by resolution of the board of
directors, and that notice of special meetings of committees shall also be
given to all alternate members, who shall have the right to attend all meetings
of the committee.  The board of directors
may adopt rules for the government of any committee not inconsistent with the
provisions of these bylaws. 4.3           COMMITTEE MINUTES. Each committee shall keep
regular minutes of its meetings and report the same to the board of directors
when required. ARTICLE
V OFFICERS 5.1OFFICERS The officers of the
corporation shall be a president, a secretary and a chief financial
officer.  The corporation may also have,
at the discretion of the board of directors, a chairman of the board, one or
more vice presidents, one or more assistant secretaries, one or more assistant
treasurers, and such other officers as may be appointed in accordance with the
provisions of Section 5.3 of these bylaws. 
Any number of offices may be held by the same person. 5.2ELECTION OF OFFICERS The officers of the
corporation, except such officers as may be appointed in accordance with the
provisions of Section 5.3 or Section 5.5 of these bylaws, shall be chosen
by the board, subject to the rights, if any, of an officer under any contract
of employment. 5.3SUBORDINATE OFFICERS The board of directors may appoint, or may empower the
president to appoint, such other officers as the business of the corporation
may require, each of whom shall hold office for such period, have such
authority, and perform such duties as are provided in these bylaws or as the
board of directors may from time to time determine.  12


5.4REMOVAL AND RESIGNATION OF OFFICERS Subject to the rights, if
any, of an officer under any contract of employment, any officer may be
removed, either with or without cause, by the board of directors at any regular
or special meeting of the board or, except in case of an officer chosen by the
board of directors, by any officer upon whom such power of removal may be
conferred by the board of directors. Any officer may resign at
any time by giving written notice to the corporation.  Any resignation shall take effect at the date
of the receipt of that notice or at any later time specified in that notice;
and, unless otherwise specified in that notice, the acceptance of the resignation
shall not be necessary to make it effective. 
Any resignation is without prejudice to the rights, if any, of the
corporation under any contract to which the officer is a party. 5.5VACANCIES IN OFFICES A vacancy in any office
because of death, resignation, removal, disqualification or any other cause
shall be filled in the manner prescribed in these bylaws for regular
appointments to that office. 5.6CHAIRMAN OF THE BOARD The chairman of the
board, if elected, shall, if present, preside at meetings of the board of
directors and exercise and perform such other powers and duties as may from
time to time be assigned to the chairman of the board by the board of directors
or as may be prescribed by these bylaws. 
The chairman of the board may be either an officer of the corporation or
an independent director of the corporation. 
The chairman of the board, if an officer of the corporation, shall also
be the chief executive officer of the corporation in the absence of the president
and shall have the powers and duties prescribed in Section 5.7 of these bylaws. 5.7PRESIDENT Subject to such
supervisory powers, if any, as may be given by the board of directors to the
chairman of the board, if there be such an officer, the president shall be the
chief executive officer of the corporation and shall, subject to the control of
the board of directors, have general supervision, direction, and control of the
business and the officers of the corporation. 
The president shall preside at all meetings of the stockholders and, in
the absence or nonexistence of a chairman of the board, at all meetings of the
board of directors.  The president shall
have the general powers and duties of management usually vested in the office
of president of a corporation, and shall have such other powers and duties as
may be prescribed by the board of directors or these bylaws. 5.8VICE PRESIDENTS In the absence or
disability of the president, the vice presidents, if any, in order of their
rank as fixed by the board of directors or, if not ranked, a vice president
designated by the board of directors, shall perform all the duties of the
president and when so acting shall have all the powers  13


of, and be subject to all
the restrictions upon, the president. 
The vice presidents shall have such other powers and perform such other
duties as from time to time may be prescribed for them respectively by the
board of directors, these bylaws, the president or the chairman of the board. 5.9SECRETARY The secretary shall keep
or cause to be kept, at the principal executive office of the corporation or
such other place as the board of directors may direct, a book of minutes of all
meetings and actions of directors, committees of directors and stockholders.  The minutes shall show the time and place of
each meeting, whether regular or special (and, if special, how authorized and
the notice given), the names of those present at directors meetings or
committee meetings, the number of shares present or represented at
stockholders meetings, and the proceedings thereof. The secretary shall keep,
or cause to be kept, at the principal executive office of the corporation or at
the office of the corporations transfer agent or registrar, as determined by
resolution of the board of directors, a share register, or a duplicate share
register, showing the names of all stockholders and their addresses, the number
and classes of shares held by each, the number and date of certificates
evidencing such shares, and the number and date of cancellation of every
certificate surrendered for cancellation. The secretary shall give,
or cause to be given, notice of all meetings of the stockholders and of the
board of directors required to be given by law or by these bylaws.  The secretary shall keep the seal of the
corporation, if one be adopted, in safe custody and shall have such other
powers and perform such other duties as may be prescribed by the board of
directors or by these bylaws. 5.10CHIEF FINANCIAL OFFICER The chief financial officer
shall keep and maintain, or cause to be kept and maintained, adequate and
correct books and records of accounts of the properties and business
transactions of the corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, retained earnings, and
shares.  The books of account shall at
all reasonable times be open to inspection by any director. The chief financial
officer shall deposit all money and other valuables in the name and to the
credit of the corporation with such depositaries as may be designated by the
board of directors. The chief financial officer shall disburse the funds of the
corporation as may be ordered by the board of directors, shall render to the
president and directors, whenever they request it, an account of all of such
persons transactions as chief financial officer and of the financial condition
of the corporation, and shall have such other powers and perform such other
duties as may be prescribed by the board of directors or these bylaws.  14


ARTICLE
VI INDEMNIFICATION
OF DIRECTORS, OFFICERS, EMPLOYEES,
AND OTHER AGENTS 6.1INDEMNIFICATION OF DIRECTORS AND OFFICERS The corporation shall, to
the maximum extent and in the manner permitted by the General Corporation Law
of Delaware as the same now exists or may hereafter be amended, indemnify any
person against expenses (including attorneys fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred in connection with
any threatened, pending or completed action, suit, or proceeding in which such
person was or is a party or is threatened to be made a party by reason of the
fact that such person is or was a director or officer of the corporation.  For purposes of this Section 6.1, a
director or officer of the corporation shall mean any person (i) who
is or was a director or officer of the corporation, (ii) who is or was
serving at the request of the corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, or
(iii) who was a director or officer of a corporation which was a
predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation. 6.2INDEMNIFICATION OF OTHERS The corporation shall
have the power, to the maximum extent and in the manner permitted by the
General Corporation Law of Delaware as the same now exists or may hereafter be
amended, to indemnify any person (other than directors and officers) against
expenses (including attorneys fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred in connection with any threatened,
pending or completed action, suit, or proceeding, in which such person was or
is a party or is threatened to be made a party by reason of the fact that such
person is or was an employee or agent of the corporation.  For purposes of this Section 6.2, an
employee or agent of the corporation (other than a director or officer)
shall mean any person (i) who is or was an employee or agent of the
corporation, (ii) who is or was serving at the request of the corporation
as an employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, or (iii) who was an employee or agent of a
corporation which was a predecessor corporation of the corporation or of
another enterprise at the request of such predecessor corporation. 6.3ADVANCEMENT OF EXPENSES Expenses incurred in
defending any action or proceeding for which indemnification is required
pursuant to Section 6.1, or for which indemnification is permitted pursuant to
Section 6.2, following the authorization thereof by the Board of Directors,
shall be paid by the corporation in advance of the final disposition of such
action or proceeding upon receipt of any undertaking by or on behalf of the
indemnified party to repay such amount if it shall ultimately be determined
that the indemnified party is not entitled to be indemnified as authorized in
this Article VI.  15


6.4INSURANCE The corporation may
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, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such persons status as such, whether
or not the corporation would have the power to indemnify such person against
such liability under the provisions of the General Corporation Law of Delaware. 6.5OTHER INDEMNIFICATION The indemnification and
advancement of expenses provided by, or granted pursuant to, other sections of
this Article VI shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
any law, bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in an official capacity and as to action in
another capacity while holding such office. 6.6REPEAL OR MODIFICATION 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. ARTICLE
VII RECORDS AND REPORTS 7.1MAINTENANCE AND INSPECTION OF RECORDS The corporation shall, either at its principal
executive office or at such place or places as designated by the board of
directors, keep a record of its stockholders listing their names and addresses
and the number and class of shares held by each stockholder, a copy of these bylaws
as amended to date, accounting books and other records of its business and
properties. Any stockholder of
record, in person or by attorney or other agent, shall, upon written demand
under oath stating the purpose thereof, have the right during the usual hours
for business to inspect for any proper purpose the corporations stock ledger,
a list of its stockholders, and its other books and records and to make copies
or extracts therefrom.  A proper purpose
shall mean a purpose reasonably related to such persons interest as a
stockholder.  In every instance where an
attorney or other agent is the person who seeks the right to inspection, the
demand under oath shall be accompanied by a power of attorney or such other
writing that authorizes the attorney or other agent to so act on behalf of the
stockholder. The demand under oath shall be directed to the corporation at its
registered office in Delaware or at its principal place of business.  16


7.2INSPECTION BY DIRECTORS Any director shall have the right to examine (and to
make copies of) the corporations stock ledger, a list of its stockholders and
its other books and records for a purpose reasonably related to his or her
position as a director. 7.3ANNUAL STATEMENT TO STOCKHOLDERS The board of directors
shall present at each annual meeting, and at any special meeting of the
stockholders when called for by vote of the stockholders, a full and clear
statement of the business and condition of the corporation. 7.4REPRESENTATION OF SHARES OF OTHER
CORPORATIONS The chairman of the
board, if any, the president, any vice president, the chief financial officer,
the secretary or any assistant secretary of this corporation, or any other
person authorized by the board of directors or the president or a vice
president, is authorized to vote, represent and exercise on behalf of this
corporation all rights incident to any and all shares of the stock of any other
corporation or corporations standing in the name of this corporation.  The authority herein granted may be exercised
either by such person directly or by any other person authorized to do so by
proxy or power of attorney duly executed by such person having the authority. 7.5CERTIFICATION AND INSPECTION OF BYLAWS The original or a copy of
these bylaws, as amended or otherwise altered to date, certified by the
secretary, shall be kept at the corporations principal executive office and
shall be open to inspection by the stockholders of the corporation, at all
reasonable times during office hours. ARTICLE
VIII GENERAL MATTERS 8.1RECORD DATE FOR
PURPOSES OTHER THAN NOTICE AND VOTING For purposes of
determining 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 other lawful action, the board of
directors may fix, in advance, a record date, which shall not be more than
sixty (60) days before any such action. 
In that case, only stockholders of record at the close of business on
the date so fixed are entitled to receive the dividend, distribution or
allotment of rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation
after the record date so fixed, except as otherwise provided in the General
Corporation Law of Delaware.  17


If the board of directors
does not so fix a record date, then the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the board adopts the applicable resolution. 8.2CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS From time to time, the
board of directors shall determine by resolution which person or persons may
sign or endorse all checks, drafts, other orders for payment of money, notes or
other evidences of indebtedness that are issued in the name of or payable to
the corporation, and only the persons so authorized shall sign or endorse those
instruments. 8.3CORPORATE CONTRACTS AND INSTRUMENTS: 
HOW EXECUTED The board of directors,
except as otherwise provided in these bylaws, may authorize any officer or
officers, or agent or agents, to enter into any contract or execute any
instrument in the name of and on behalf of the corporation; such authority may
be general or confined to specific instances. 
Unless so authorized or ratified by the board of directors or within the
agency power of an officer, no officer, agent or employee shall have any power
or authority to bind the corporation by any contract or engagement or to pledge
its credit or to render it liable for any purpose or for any amount. 8.4STOCK CERTIFICATES; TRANSFER; PARTLY PAID
SHARES The
shares of the corporation shall be represented by certificates, provided that
the board of directors of the corporation may provide by resolution or
resolutions that some or all of any or all classes or series of its stock shall
be uncertificated shares.  Any such resolution
shall not apply to shares represented by a certificate until such certificate
is surrendered to the corporation. 
Notwithstanding the adoption of such a resolution by the board of
directors, every holder of stock represented by certificates 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, or the president or
vice-president, and by the treasurer or an assistant treasurer, or the
secretary or an assistant secretary of such corporation representing the number
of shares registered in certificate form. 
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 has 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. Upon surrender to the
secretary or transfer agent of the corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.  18


The corporation may issue
the whole or any part of its shares as partly paid and subject to call for the
remainder of the consideration to be paid therefor.  Upon the face or back of each stock
certificate issued to represent any such partly paid shares, or upon the books
and records of the corporation in the case of uncertificated partly paid
shares, the total amount of the consideration to be paid therefor and the
amount paid thereon shall be stated. 
Upon the declaration of any dividend on fully paid shares, the
corporation shall declare a dividend upon partly paid shares of the same class,
but only upon the basis of the percentage of the consideration actually paid
thereon. 8.5SPECIAL DESIGNATION ON CERTIFICATES If the corporation is
authorized to issue more than one class of stock or more than one series of any
class, then the powers, the designations, the preferences and the relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face or
back of the certificate that the corporation shall issue to represent such
class or series of stock; provided, however, that, except as otherwise provided
in Section 202 of the General Corporation Law of Delaware, in lieu of the
foregoing requirements there may be set forth on the face or back of the
certificate that the corporation shall issue to represent such class or series
of stock a statement that the corporation will furnish without charge to each
stockholder who so requests the powers, the designations, the preferences and
the relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights. 8.6LOST CERTIFICATES Except as provided in
this Section 8.6, no new certificates for shares shall be issued to replace a
previously issued certificate unless the latter is surrendered to the
corporation and cancelled at the same time. 
The board of directors may, in case any share certificate or certificate
for any other security is lost, stolen or destroyed, authorize the issuance of
replacement certificates on such terms and conditions as the board may require;
the board may require indemnification of the corporation secured by a bond or other
adequate security sufficient to protect the corporation against any claim that
may be made against it, including any expense or liability, on account of the
alleged loss, theft or destruction of the certificate or the issuance of the
replacement certificate. 8.7CONSTRUCTION; DEFINITIONS Unless the context
requires otherwise, the general provisions, rules of construction, and
definitions in the General Corporation Law of Delaware shall govern the
construction of these bylaws.  Without
limiting the generality of this provision, the singular number includes the
plural, the plural number includes the singular, and the term person includes
both a corporation and a natural person.  19


ARTICLE
IX AMENDMENTS 9.1AMENDMENTS BY STOCKHOLDERS AND DIRECTORS The original or other
bylaws of the corporation may be adopted, amended or repealed by the
stockholders entitled to vote or by the board of directors of the
corporation.  The fact that such power
has been so conferred upon the directors shall not divest the stockholders of
the power, nor limit their power to adopt, amend or repeal bylaws. Whenever an amendment or
new bylaw is adopted, it shall be copied in the book of bylaws with the
original bylaws, in the appropriate place. 
If any bylaw is repealed, the fact of repeal with the date of the
meeting at which the repeal was enacted or the filing of the operative written
consent(s) shall be stated in said book.  20