**EXHIBIT
      3.2**








**AFTERMARKET
      TECHNOLOGY CORP.**


**(a
      Delaware corporation)**





**BYLAWS**





**ARTICLE
      I**


**Offices**





**SECTION
      1.01 Registered Office.** The
      registered office of Aftermarket Technology Corp. (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
      1.02 Other 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
      2.01 Annual 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
      2.02 Special 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
      2.03 Place 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
      2.04 Notice 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 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


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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
      2.05 Quorum.** 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
      2.06 Voting.**





(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 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.


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(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
      2.07 List 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
      2.08 Judges.** 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.





3


**ARTICLE
      III**


**Board
      of Directors**





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





**SECTION
      3.02 Number 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 seven.
      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
      3.03 Election 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
      3.04 Resignations.** 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
      3.05 Vacancies.** 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
      3.06 Place 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
      3.07 First 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.





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**SECTION
      3.08 Regular 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.





**SECTION
      3.09 Special 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
      3.10 Quorum 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.





5


**SECTION
      3.11 Action 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.





**SECTION
      3.12 Removal 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
      3.13 Compensation.** 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
      3.14 Committees.** 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
      3.15 Election 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
      4.01 Officers 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
      4.02 Term 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
      4.03 Assistants, 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
      4.04 Removal.** 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
      4.05 Resignations.** 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
      4.06 Vacancies.** 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
      4.07 The 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
      4.08 The 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


7


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 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
      4.09 The 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
      4.10 The 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
      4.11 The 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
      4.12 The 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
      4.13 Compensation.** 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.


8


Nothing
      contained herein shall preclude any officer from serving the 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
      5.01 Execution of Contracts.** The
      Board, except as in th-ese 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
      5.02 Checks, 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
      5.03 Deposits.** 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
      5.04 General 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.





9


**ARTICLE
      VI**


**Shares
      and Their Transfer**





**SECTION
      6.01 Certificates 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
      6.02 Transfers 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
      6.03 Regulations.** 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
      6.04 Lost, 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 .


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**SECTION
      6.05 Fixing Date for Determination of Stockholders of
      Record.** In order
      that the Corporation may determine the stockholders entitled to notice of or
      to
      vote at any meeting 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
      7.01 Action, 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
      7.02 Actions, 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,


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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) 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
      7.03 Determination 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
      7.04 Indemnification 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
      7.05 Prepaid 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
      7.06 Other 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
      7.07 Insurance.** 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
      7.08 Constituent 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
      7.09 Other 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
      8.01 Seal.** 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
      8.02 Waiver 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
      8.03 Amendments.** 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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