EXHIBIT
3.2










BYLAWS




OF




ATC
TECHNOLOGY CORPORATION










ATC
TECHNOLOGY CORPORATION




(a
Delaware corporation)




BYLAWS




ARTICLE
I




Offices






SECTION 1.01Registered
Office.  The registered office of ATC Technology Corporation
(hereinafter called the Corporation) in the State of Delaware shall be at 1013
Centre Road, City of Wilmington, County of New Castle, and the name of the
registered agent in charge thereof shall be Corporation Service
Company.




SECTION 1.02Other Offices.  The
Corporation may also have an office or offices at such other place or places,
either within or without the State of Delaware, as the Board of Directors
(hereinafter called the Board) may from time to time determine or as the
business of the Corporation may require.






ARTICLE
II




Meetings
of Stockholders




SECTION 2.01Annual
Meetings.  Annual meetings of the stockholders of the
Corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings may be held at such
time, date and place as the Board shall determine by resolution.




SECTION 2.02Special Meetings.  A
special meeting of the stockholders for the transaction of any proper business
may be called at any time by the Board, by the Chairman of the Board or by the
Chief Executive Officer.




SECTION 2.03Place of
Meetings.  All meetings of the stockholders shall be held at
such places, within or without the State of Delaware, as may from time to time
be designated by the person or persons calling the respective meeting and
specified in the respective notices or waivers of notice thereof.




SECTION 2.04Notice of
Meetings.  Except as otherwise required by law, notice of each
meeting of the stockholders, whether annual or special, shall be given not less
than 10 nor more than 60 days before the date of the meeting to each stockholder
of record entitled to vote at such meeting by delivering a typewritten or
printed notice thereof to him personally, or by depositing such notice in the
United States mail, in a postage prepaid envelope, directed to him at his post
office address furnished by him to the Secretary of the Corporation for such
purpose or, if he shall not have furnished to the Secretary his address for such
purpose, then at his post office address last known to the Secretary, or by


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transmitting a
notice thereof to him at such address by telegraph, cable, or
wireless.  Except as otherwise expressly required by law, no
publication of any notice of a meeting of the stockholders shall be
required.  Every notice of a meeting of the stockholders shall state
the place, date and hour of the meeting, and, in the case of a special meeting,
shall also state the purpose or purposes for which the meeting is
called.  Notice of any meeting of stockholders shall not be required
to be given to any stockholder who shall have waived such notice and such notice
shall be deemed waived by any stockholder who shall attend such meeting in
person or by proxy, except as a stockholder who shall attend such meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.  Except as otherwise expressly required by law, notice of
any adjourned meeting of the stockholders need not be given if the time and
place thereof are announced at the meeting at which the adjournment is
taken.




SECTION 2.05Quorum.  Except in
the case of any meeting for the election of directors summarily ordered as
provided by law, the holders of record of a majority in voting interest of the
shares of stock of the Corporation entitled to be voted thereat, present in
person or by proxy, shall constitute a quorum for the transaction of business at
any meeting of the stockholders of the Corporation or any adjournment
thereof.  In the absence of a quorum at any meeting or any adjournment
thereof, a majority in voting interest of the stockholders present in person or
by proxy and entitled to vote thereat or, in the absence therefrom of all the
stockholders, any officer entitled to preside at, or to act as secretary of,
such meeting may adjourn such meeting from time to time.  At any such
adjourned meeting at which a quorum is present any business may be transacted
which might have been transacted at the meeting as originally
called.




SECTION
2.06Voting.




(a)Each stockholder shall,
at each meeting of the stockholders, be entitled to vote in person or by proxy
each share or fractional share of the stock of the Corporation having voting
rights on the matter in question and which shall have been held by him and
registered in his name on the books of the Corporation:




(i)       on
the date fixed pursuant to Section 6.05 of these Bylaws as the record date for
the determination of stockholders entitled to notice of and to vote at such
meeting, or




(ii)if no such record date shall
have been so fixed, then (a) at the close of business on the day next preceding
the day on which notice of the meeting shall be given or (b) if notice of the
meeting shall be waived, at the close of business on the day next preceding the
day on which the meeting shall be held.




(b)Shares of its own stock
belonging to the Corporation or to another corporation, if a majority of the
shares entitled to vote in the election of directors in such other corporation
is held, directly or indirectly, by the Corporation, shall neither be entitled
to vote nor be counted for quorum purposes.  Persons holding stock of
the Corporation in a fiduciary capacity shall be entitled to vote such
stock.  Persons whose stock is pledged shall be entitled to vote,
unless in the transfer by the pledgor on the books of the Corporation




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he shall
have expressly empowered the pledgee to vote thereon, in which case only the
pledgee, or his proxy, may represent such stock and vote
thereon.  Stock having voting power standing of record in the names of
two or more persons, whether fiduciaries, members of a partnership, joint
tenants in common, tenants by entirety or otherwise, or with respect to which
two or more persons have the same fiduciary relationship, shall be voted in
accordance with the provisions of the General Corporation Law of the State of
Delaware.




(c)Any such voting rights
may be exercised by the stockholder entitled thereto in person or by his proxy
appointed by an instrument in writing, subscribed by such stockholder or by his
attorney thereunto authorized and delivered to the secretary of the meeting;
provided, however, that no proxy shall be voted or acted upon after three years
from its date unless said proxy shall provide for a longer
period.  The attendance at any meeting of a stockholder who may
theretofore have given a proxy shall not have the effect of revoking the same
unless he shall in writing so notify the secretary of the meeting prior to the
voting of the proxy.  At any meeting of the stockholders all matters,
except as otherwise provided in the Certificate of Incorporation, in these
Bylaws or by law, shall be decided by the vote of a majority in voting interest
of the stockholders present in person or by proxy and entitled to vote thereat
and thereon, a quorum being present.  The vote at any meeting of the
stockholders on any question need not be by ballot, unless so directed by the
chairman of the meeting.  On a vote by ballot each ballot shall be
signed by the stockholder voting, or by his proxy, if there be such proxy, and
it shall state the number of shares voted.




SECTION 2.07List of
Stockholders.  The Secretary of the Corporation shall prepare
and make, at least 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 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.




SECTION 2.08Judges.  If at any
meeting of the stockholders a vote by written ballot shall be taken on any
question, the chairman of such meeting may appoint a judge or judges to act with
respect to such vote.  Each judge so appointed shall first subscribe
an oath faithfully to execute the duties of a judge at such meeting with strict
impartiality and according to the best of his ability.  Such judges
shall decide upon the qualification of the voters and shall report the number of
shares represented at the meeting and entitled to vote on such question, shall
conduct and accept the votes, and, when the voting is completed, shall ascertain
and report the number of shares voted respectively for and against the
question.  Reports of judges shall be in writing and subscribed and
delivered by them to the Secretary of the Corporation.  The judges
need not be stockholders of the Corporation, and any officer of the Corporation
may be a judge on any question other than a vote for or against a proposal in
which he shall have a material interest.


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ARTICLE
III




Board
of Directors




SECTION 3.01General Powers.  The
property, business and affairs of the Corporation shall be managed by the
Board.




SECTION 3.02Number and Term of
Office.  The number of directors shall be not less than one nor
more than 15 until changed in accordance with applicable law.  The
exact number of directors shall be fixed from time to time, within the limits
specified, by resolutions of the Board or the stockholders.  Subject
to the foregoing provisions for changing the exact number of directors, the
number of directors of the Corporation shall be eight.  Directors need
not be stockholders.  Each of the directors of the Corporation shall
hold office until his successor shall have been duly elected and shall qualify
or until he shall resign or shall have been removed in the manner hereinafter
provided.




SECTION 3.03Election of
Directors.  The directors shall be elected annually by the
stockholders of the Corporation and the persons receiving the greatest number of
votes, up to the number of directors to be elected, shall be the
directors.




SECTION 3.04Resignations.  Any
director of the Corporation may resign at any time by giving written notice to
the Board or to the Secretary of the Corporation.  Any such
resignation shall take effect at the time specified therein, or, if the time be
not specified, it shall take effect immediately upon its receipt; and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.




SECTION
3.05Vacancies.  Except
as otherwise provided in the Certificate of Incorporation, any vacancy in the
Board, whether because of death, resignation, disqualification, an increase in
the number of directors, or any other cause, may be filled by vote of the
majority of the remaining directors, although less than a
quorum.  Each director so chosen to fill a vacancy shall hold office
until his successor shall have been elected and shall qualify or until he shall
resign or shall have been removed in the manner hereinafter
provided.




SECTION 3.06Place of Meeting,
Etc.  The Board may hold any of its meetings at such place or
places within or without the State of Delaware as the Board may from time to
time by resolution designate or as shall be designated by the person or persons
calling the meeting or in the notice or a waiver of notice of any such
meeting.  Directors may participate in any regular or special meeting
of the Board by means of conference telephone or similar communications
equipment pursuant to which all persons participating in the meeting of the
Board can hear each other, and such participation shall constitute presence in
person at such meeting.




SECTION 3.07First Meeting.  The
Board shall meet as soon as practicable after each annual election of directors
and notice of such first meeting shall not be required.




SECTION 3.08Regular
Meetings.  Regular meetings of the Board may be held at such
times as the Board shall from time to time by resolution
determine.  If any day fixed for a regular meeting shall be a legal
holiday at the place where the meeting is to be held, then the meeting shall be
held at the same hour and place on the next succeeding business day not a legal
holiday.  Except as provided by law, notice of regular meetings need
not be given.


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SECTION 3.09Special
Meetings.  Special meetings of the Board shall be held whenever
called by the Chairman of the Board, the Chief Executive Officer or a majority
of the authorized number of directors.  Except as otherwise provided
by law or by these Bylaws, notice of the time and place of each such special
meeting shall be given to each director in writing and delivered personally,
mailed to his or her address appearing on the records of the Corporation, or
given by telegram, cable, telephone, telecopy, facsimile or a nationally
recognized overnight delivery service.




(i)Notice to directors by
mail shall be given at least two business days before the meeting and shall be
deemed to be given when mailed to the director at his or her address appearing
on the records of the Corporation.




(ii)     Notice
to directors by telegram, cable, personal delivery, telephone or wireless shall
be given a reasonable time before the meeting but in no event less than one hour
before the meeting.  Notice by telegram or cable shall be deemed to be
given when the telegram or cable addressed to the director at his or her address
appearing on the records of the Corporation is delivered to the telegraph
company.  Notice by telephone or wireless shall be deemed to be given
when transmitted by telephone or wireless to the telephone number or wireless
call designation appearing on the records of the Corporation for the director
(regardless of whether the director shall have personally received such
telephone call or wireless message), provided confirmation of transmission shall
be made promptly by telegram or cable in the manner specified
above.




Except
where otherwise required by law or by these Bylaws, notice of the purpose of a
special meeting need not be given.  Notice of any meeting of the Board
shall not be required to be given to any director who is present at such
meeting, except a director who shall attend such meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.




SECTION 3.10Quorum and Manner of
Acting.  Except as otherwise provided in these Bylaws or by
law, the presence of a majority of the authorized number of directors shall be
required to constitute a quorum for the transaction of business at any meeting
of the Board, and all matters shall be decided at any such meeting, a quorum
being present, by the affirmative votes of a majority of the directors
present.  In the absence of a quorum, a majority of directors present
at any meeting may adjourn the same from time to time until a quorum shall be
present.  Notice of any adjourned meeting need not be
given.  The directors shall act only as a Board, and the individual
directors shall have no power as such.




SECTION 3.11Action by
Consent.  Any action required or permitted to be taken at any
meeting of the Board or of any committee thereof may be taken without a meeting
if a written consent thereto is signed by all members of the Board or of such
committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board or committee.


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SECTION
3.12Removal of
Directors.  Subject to the provisions of the Certificate of
Incorporation, any director may be removed at any time, either with or without
cause, by the affirmative vote of the stockholders having a majority of the
voting power of the Corporation given at a special meeting of the stockholders
called for the purpose.




SECTION 3.13Compensation.  The
directors shall receive only such compensation for their services as directors
as may be allowed by resolution of the Board.  The Board may also
provide that the Corporation shall reimburse each such director for any expense
incurred by him on account of his attendance at any meetings of the Board or
Committees of the Board.  Neither the payment of such compensation nor
the reimbursement of such expenses shall be construed to preclude any director
from serving the Corporation or its subsidiaries in any other capacity and
receiving compensation therefor.




SECTION 3.14Committees.  The
Board may, by resolution passed by a majority of the whole Board, designate one
or more committees, each committee to consist of one or more of the directors of
the Corporation.  Any such committee, to the extent provided in the
resolution of the Board and except as otherwise limited by law, shall have and
may exercise all the powers and authority of the Board 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.  Any
such committee shall keep written minutes of its meetings and report the same to
the Board at the next regular meeting of the Board.  In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board to
act at the meeting in the place of any such absent or disqualified
member.




SECTION 3.15Election of
Chairman.  The Board shall elect from its members a Chairman of
the Board.  The Chairman shall have such powers and duties as shall be
assigned to or required of the Chairman by the Board.






ARTICLE
IV




Officers




SECTION 4.01Officers Elected by the
Board.  The Board shall elect in its discretion the Chief
Executive Officer, the President, the Chief Operating Officer, one or more Vice
Presidents (the number thereof and their respective titles to be determined by
the Board), the Chief Financial Officer and the Secretary of the Corporation at
each annual meeting of the Board.  The Board also may appoint such
other officers and agents with such powers and duties as it shall deem
necessary.  The Board may assign such additional titles to one or more
of the officers as it shall deem appropriate.  Any two or more offices
may be held by the same person, as determined by the Board.


6


SECTION 4.02Term of
Office.  Each officer shall hold office until his successor
shall have been duly chosen and shall qualify or until his resignation or
removal in the manner hereinafter provided.




SECTION
4.03Assistants, Agents and Employees,
Etc.  In addition to the officers specified in Section 4.01,
the Board may appoint other assistants, agents and employees as it may deem
necessary or advisable, including one or more Assistant Secretaries, and one or
more Assistant Treasurers, each of whom shall hold office for such period, have
such authority, and perform such duties as the Board may from time to time
determine.  The Board may delegate to any officer of the Corporation
or any committee of the Board the power to appoint, remove and prescribe the
duties of any such assistants, agents or employees.




SECTION 4.04Removal.  Any
officer, assistant, agent or employee of the Corporation may be removed, with or
without cause, at any time: (i) in the case of an officer, assistant, agent or
employee appointed by the Board, only by resolution of the Board; and (ii) in
the case of an officer, assistant, agent or employee, by any officer of the
Corporation or committee of the Board upon whom or which such power of removal
may be conferred by the Board.




SECTION 4.05Resignations.  Any
officer or assistant may resign at any time by giving written notice of his
resignation to the Board or the Secretary of the Corporation.  Any
such resignation shall take effect at the time specified therein, or, if the
time be not specified, upon receipt thereof by the Board or the Secretary, as
the case may be; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.




SECTION 4.06Vacancies.  A
vacancy in any office because of death, resignation, removal, disqualification,
or other cause, may be filled for the unexpired portion of the term thereof in
the manner prescribed in these Bylaws for regular appointments or elections to
such office.




SECTION 4.07The Chief Executive
Officer.  The Chief Executive Officer, at the request of the
Chairman of the Board or upon his absence or disability, or in the event of a
vacancy in the office of Chairman of the Board, shall exercise all the powers of
Chairman of the Board as provided in Section 3.15.  The Chief
Executive Officer shall, subject to the control of the Board, exercise general
and active management and supervision over the property, business and affairs of
the Corporation and shall authorize officers of the Corporation to exercise such
powers as he, in his discretion, may deem to be in the best interests of the
Corporation.  The Chief Executive Officer shall in general perform all
duties incident to general management and supervision of the Corporation and
such other duties as the Board shall designate from time to time, and shall see
that all resolutions and orders of the Board are carried into
effect.




SECTION 4.08The President.  The
President, at the request of the Chief Executive Officer or upon his absence or
disability, or in the event of a vacancy in the office of the Chief Executive
Officer, shall exercise all the powers of Chief Executive Officer as provided in
Section 4.07.  The President shall, subject to the control of the
Chief Executive Officer and the Board, exercise general management and
supervision over the business and affairs of the Corporation, and shall
authorize officers of the Corporation, other than the Chief


7


Executive
Officer, to exercise such powers with respect to the operating function of the
Corporation as he, in his discretion, may deem to be in the best interests of
the Corporation.  The President shall perform such other duties and
have such other powers as the Board shall designate from time to
time.




SECTION 4.09The Chief Operating
Officer.   The Chief Operating Officer, if the Board shall
elect one, shall at the request of the President or upon his absence or
disability, or in the event of a vacancy in the office of the President, shall
exercise all the powers of the President as provided in Section
4.08.  The Chief Operating Officer shall, subject to the control of
the Chief Executive Officer, the President and the Board, exercise general
management and supervision over the operating functions of the Corporation, and
shall authorize officers of the Corporation, other than the Chief Executive
Officer and the President, to exercise such powers with respect to the operating
function of the Corporation as he, in his discretion, may deem to be in the best
interests of the Corporation.  The Chief Operating Officer shall
perform such other duties and have such other powers as the Board shall
designate from time to time.




SECTION 4.10The Vice
Presidents.  Each Vice President shall have such powers and
perform such duties as the Board may from time to time prescribe.  At
the request of the President, or in case of the President's absence or inability
to act upon the request of the Board, a Vice President 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.




SECTION 4.11The Secretary.  The
Secretary shall, if present, record the proceedings of all meetings of the
Board, of the stockholders, and of all committees of which a secretary shall not
have been appointed in one or more books provided for that purpose; he shall see
that all notices are duly given in accordance with these Bylaws and as required
by law; he shall be custodian of the seal of the Corporation and shall affix and
attest the seal to all documents to be executed on behalf of the Corporation
under its seal; and, in general, he shall perform all the duties incident to the
office of Secretary and such other duties as may from time to time be assigned
to him by the Board.




SECTION 4.12The Chief Financial
Officer.  The Chief Financial Officer shall have the general
care and custody of the funds and securities of the Corporation, and shall
deposit all such funds in the name of the Corporation in such banks, trust
companies or other depositories as shall be selected by the Board.  He
shall receive, and give receipts for, moneys due and payable to the Corporation
from any source whatsoever.  He shall exercise general supervision
over expenditures and disbursements made by officers, agents and employees of
the Corporation and the preparation of such records and reports in connection
therewith as may be necessary or desirable.  He shall, in general,
perform all other duties incident to the office of Chief Financial Officer and
such other duties as from time to time may be assigned to him by the
Board.




SECTION 4.13Compensation.  The
compensation of the officers of the Corporation shall be fixed from time to time
by the Board.  None of such officers shall be prevented from receiving
such compensation by reason of the fact that he is also a director of the
Corporation.  Nothing contained herein shall preclude any
officer from serving the


8


Corporation,
or any subsidiary corporation, in any other capacity and receiving such
compensation by reason of the fact that he is also a director of the
Corporation.  Nothing contained herein shall preclude any officer from
serving the Corporation, or any subsidiary corporation, in any other capacity
and receiving proper compensation therefor.






ARTICLE
V




Contracts,
Checks, Drafts, Bank Accounts, Etc.




SECTION 5.01Execution of
Contracts.  The Board, except as in th­ese Bylaws otherwise
provided, may authorize any officer or officers, agent or agents, to enter into
any contract or execute any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined to specific
instances; and unless so authorized by the Board or by these Bylaws, 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 in any amount.




SECTION 5.02Checks, Drafts,
Etc.  All checks, drafts or other orders for payment of money,
notes or other evidence of indebtedness, issued in the name of or payable to the
Corporation, shall be signed or endorsed by such person or persons and in such
manner as, from time to time, shall be determined by resolution of the
Board.  Each such officer, assistant, agent or attorney shall give
such bond, if any, as the Board may require.




SECTION 5.03Deposits.  All funds
of the Corporation not otherwise employed shall be deposited from time to time
to the credit of the Corporation in such banks, trust companies or other
depositories as the Board may select, or as may be selected by any officer or
officers, assistant or assistants, agent or agents, or attorney or attorneys of
the Corporation to whom such power shall have been delegated by the
Board.  For the purpose of deposit and for the purpose of collection
for the account of the Corporation, the Chief Executive Officer, the President,
the Chief Operating Officer, any Vice President or the Chief Financial Officer
(or any other officer or officers, assistant or assistants, agent or agents, or
attorney or attorneys of the Corporation who shall from time to time be
determined by the Board) may endorse, assign and deliver checks, drafts and
other orders for the payment of money which are payable to the order of the
Corporation.




SECTION 5.04General and Special Bank
Accounts.  The Board may from time to time authorize the
opening and keeping of general and special bank accounts with such banks, trust
companies or other depositories as the Board may select or as may be selected by
any officer or officers, assistant or assistants, agent or agents, or attorney
or attorneys of the Corporation to whom such power shall have been delegated by
the Board.  The Board may make such special rules and regulations with
respect to such bank accounts, not inconsistent with the provisions of these
Bylaws, as it may deem expedient.


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ARTICLE
VI




Shares
and Their Transfer




SECTION 6.01Certificates for
Stock.  Every owner of stock of the Corporation shall be
entitled to have a certificate or certificates, to be in such form as the Board
shall prescribe, certifying the number and class of shares of the stock of the
Corporation owned by him.  The certificates representing shares of
such stock shall be numbered in the order in which they shall be issued and
shall be signed in the name of the Corporation by the Chief Executive Officer,
the President, the Chief Operating Officer or a Vice President, and by the
Secretary or an Assistant Secretary or by the Chief Financial Officer or an
Assistant Treasurer.  Any of or all of the signatures on the
certificates may be a facsimile.  In case any officer, transfer agent
or registrar who has signed, or whose facsimile signature has been placed upon,
any such certificate, shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, such certificate may nevertheless
be issued by the Corporation with the same effect as though the person who
signed such certificate, or whose facsimile signature shall have been placed
thereupon, were such officer, transfer agent or registrar at the date of
issue.  A record shall be kept of the respective names of the persons,
firms or corporations owning the stock represented by such certificates, the
number and class of shares represented by such certificates, respectively, and
the respective dates thereof, and in case of cancellation, the respective dates
of cancellation.  Every certificate surrendered to the Corporation for
exchange or transfer shall be cancelled, and no new certificate or certificates
shall be issued in exchange for any existing certificate until such existing
certificate shall have been so cancelled, except in cases provided for in
Section 6.04.




SECTION 6.02Transfers of
Stock.  Transfers of shares of stock of the Corporation shall
be made only on the books of the Corporation by the registered holder thereof,
or by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary, or with a transfer clerk or a transfer agent appointed
as provided in Section 6.03, and upon surrender of the certificate or
certificates for such shares properly endorsed and the payment of all taxes
thereon.  The person in whose name shares of stock stand on the books
of the Corporation shall be deemed the owner thereof for all purposes as regards
the Corporation.  Whenever any transfer of shares shall be made for
collateral security, and not absolutely, such fact shall be so expressed in the
entry of transfer if, when the certificate or certificates shall be presented to
the Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.




SECTION 6.03Regulations.  The
Board may make such rules and regulations as it may deem expedient, not
inconsistent with these Bylaws, concerning the issue, transfer and registration
of certificates for shares of the stock of the Corporation.  It may
appoint, or authorize any officer or officers to appoint, one or more transfer
clerks or one or more transfer agents and one or more registrars, and may
require all certificates for stock to bear the signature or signatures of any of
them.




SECTION 6.04Lost, Stolen, Destroyed and Mutilated
Certificates.  In any case of loss, theft, destruction or
mutilation of any certificate of stock, another may be issued in its place upon
proof of such loss, theft, destruction or mutilation and upon the giving of a
bond of indemnity to the Corporation in such form and in such sum as the Board
may direct; provided, however, that a new certificate may be issued without
requiring any bond when, in the judgment of the Board, it is proper so to
do.


10




SECTION
6.05Fixing Date for Determination of
Stockholders of Record.  In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any other change, conversion or exchange of
stock or for the purpose of any other lawful action, the Board may fix, in
advance, a record date, which shall not be more than 60 nor less than 10 days
before the date of such meeting, nor more than 60 days prior to any other
action.  If in any case involving the determination of stockholders
for any purpose other than notice of or voting at a meeting of stockholders or
expressing consent to corporate action without a meeting the Board shall not fix
such a record date, the record date for determining stockholders for such
purpose shall be the close of business on the day on which the Board shall adopt
the resolution relating thereto.  A determination of stockholders
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of such meeting; provided, however, that the Board may fix a new
record date for the adjourned meeting.






ARTICLE
VII




Indemnification




SECTION 7.01Action, Etc., Other Than by or in the
Right of the Corporation.  The Corporation shall 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 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 acted in good faith and in a manner he
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 no
reasonable cause to believe his 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
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, that he had
reasonable cause to believe that his conduct was unlawful.




SECTION 7.02Actions, Etc., by or in the Right of
the Corporation.  The Corporation shall 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 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


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venture, trust
or other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation, 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 for negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that the Court of Chancery 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 or such other court shall deem proper.




SECTION 7.03Determination of Right of
Indemnification.  Any indemnification under Section 7.01 or
7.02 (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in Section 7.01 and 7.02.
Such determination shall be made (i) by the Board by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (iii) by the stockholders.




SECTION
7.04Indemnification Against Expenses of
Successful Party.  Notwithstanding the other provisions of this
Article, to the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 7.01 or 7.02, or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.




SECTION 7.05Prepaid
Expenses.  Expenses incurred by an officer or director in
defending a 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 as authorized by the Board in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Corporation as authorized in this Article.  Such expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board deems appropriate.




SECTION 7.06Other Rights and
Remedies.  The indemnification provided by this Article shall
not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any Bylaws, 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, and 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.


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SECTION 7.07Insurance.  Upon
resolution passed by the Board, 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
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.




SECTION 7.08Constituent
Corporations.  For the purposes of this Article, references to
"the Corporation" include all constituent corporations absorbed in a
consolidation or merger as well as the resulting or surviving corporation, so
that any person who is or was a director, officer, employee or agent of such a
constituent corporation or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall stand in the same
position under the provisions of this Article with respect to the resulting or
surviving corporation as he would if he had served the resulting or surviving
corporation in the same capacity.




SECTION 7.09Other Enterprises, Fines and Serving
at Corporation's Request.  For purposes of this Article,
references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the request
of the Corporation" shall include any service as a director, officer, employee
or agent of the Corporation which imposes duties on, or involves services by,
such director, officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted in good faith
and in a manner he reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Article.






ARTICLE
VIII




Miscellaneous




SECTION 8.01Seal.  The Board
shall provide a corporate seal, which shall be in the form of a circle and shall
bear the name of the Corporation and words and figures showing that the
Corporation was incorporated in the State of Delaware and the year of
incorporation.




SECTION 8.02Waiver of
Notices.  Whenever notice is required to be given by these
Bylaws or the Certificate of Incorporation or by law, the person entitled to
said notice may waive such notice in writing, either before or after the time
stated therein, and such waiver shall be deemed equivalent to
notice.




SECTION 8.03Amendments.  These
Bylaws, or any of them, may be altered, amended or repealed, and new Bylaws may
be made, (i) by the Board, by vote of a majority of the number of directors then
in office as directors, acting at any meeting of the Board, or (ii) by the
stockholders, at any annual meeting of stockholders, without previous notice, or
at any special meeting of stockholders, provided that notice of such proposed
amendment, modification, repeal or adoption is given in the notice of special
meeting.  Any Bylaws made or altered by the stockholders may be
altered or repealed by either the Board or the stockholders.


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